8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                                October 31, 2000
                                 Date of Report
                        (Date of Earliest Event Reported)

                         Ameritrans Capital Corporation
             (Exact name of Registrant as specified in its charter)


           Delaware                 333-63951                     52-2102424
(State or other jurisdiction of    (Commission                 (I.R.S. Employee
incorporation or organization)      File No.)                    I.D. Number)


       747 Third Avenue, 4th Floor
           New York, New York                                        10017
(Address of principal executive offices)                           (Zip Code)



                                 (800) 214-1047
              (Registrant's telephone number, including area code)





ITEM 5. OTHER EVENTS.

     On May 4, 2000, an Agreement and Plan of Merger (the "Merger Agreement")
was executed by and among Medallion Financial Corp. ("Medallion"), AMTC Merger
Corp., a wholly-owned subsidiary of Medallion ("Merger Corp.")., and Ameritrans
Capital Corporation (the "Company" or "Ameritrans"). On October 31, 2000 the
parties executed Amendment No. 9 to the Merger Agreement pursuant to which
Ameritrans and Medallion agreed (i) that the average closing sale price per
share of Medallion's common stock on the NASDAQ Market during the Determination
Period (as defined in the Merger Agreement) at which either party shall have the
right to terminate the Merger Agreement shall be reduced from $15.00 to $14.00
per share; (ii) that the purchase price (i.e., number of Medallion shares) to be
paid to the Company's shareholders if the average price per share of Medallion
common stock during the Determination Period is between $14.00 and $14.99 shall
be calculated by dividing $8.01 by such average closing price of the Medallion
common stock; (iii) to the modification of certain representations by the
Company; (iv) that the date by which Medallion shall have obtained either
approval of the Company's lenders to the merger or shall have obtained financing
satisfactory to it shall be extended from November 1, 2000, to November 30,
2000; and (v) the date by which the merger must be completed shall be extended
from December 31, 2000, to January 31, 2001, unless the only condition remaining
to be satisfied under the Agreement is obtaining SBA approval, in which event,
such outside date shall be February 23, 2001. The Company is also presently in
discussions with Medallion regarding a further extension of the date by which
Medallion shall have obtained either the consent of the Company's lenders or
financing satisfactory to Medallion.

(c)  EXHIBITS.

     (2.1) Amendment No. 9 dated as of October 31, 2000, by and among Medallion
Financial Corp., AMTC Merger Corp. and Ameritrans Capital Corporation.


                                       -2-



                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant has duly authorized and caused the undersigned to sign this Report on
the Registrant's behalf.

                                        AMERITRANS CAPITAL CORPORATION



                                        By:  /s/ Gary Granoff
                                             ----------------------
                                             Name:  Gary Granoff
                                             Title: President


Dated: November 16, 2000


                                       -3-

EX-2.1

     THIS AMENDMENT NO. 9 to that certain Agreement and Plan of Merger, dated as
of May 4, 2000 (the "Merger Agreement"), by and among Medallion Financial Corp.,
AMTC Merger Corp. and Ameritrans Capital Corporation is made, executed and
delivered as of this 31st day of October, 2000 by the parties hereto pursuant to
Section 14.4 of the Merger Agreement. All capitalized terms not otherwise
defined shall have the meanings ascribed to such terms in the Merger Agreement.

                              W I T N E S S E T H:

     WHEREAS, the parties desire to amend and restate certain terms and
conditions of the Merger Agreement.

     NOW, THEREFORE, the parties hereto agree as follows:

     1.1. Amendment. Section 3.1(a)(1) is hereby amended by deleting the
provisions from 3.1(a)(1)(t) until the end of Section 3.1(a)(1) and inserting
the following in lieu thereof:

          "(t) if the average of the closing sale prices per share of Parent
          Common Stock on the Nasdaq National Market for the Determination
          Period; is greater than $33.99, then the Exchange Ratio shall be .50;

          (u) (x) $8.01 by (y) the average price of the closing sale prices per
          share of Parent Common Stock on the Nasdaq National Market for the
          Determination Period; if such average is between $14.00 and 14.99.

          If the average of the closing sale prices per share of Parent Common
     Stock on the Nasdaq National Market for the Determination Period is less
     than $14.00, then either Parent or the Company shall have the right to
     terminate this Agreement pursuant to Article XII;

          (v) If at any time after the execution of this Agreement, but prior to
          the Effective Time, the outstanding shares of Parent Common Stock
          shall be changed into a different number of shares or a different
          class by reason of any reclassification, recapitalization, split-up,
          combination, exchange of shares or readjustment, or if a stock
          dividend thereon shall be declared with a record date within such
          period, the Exchange Ratio shall be correspondingly adjusted."



     1.2. Amendment. Section 4.12 is hereby amended by deleting subsection 4.12
and inserting the following in lieu thereof:

     "Section 4.12 No Material Adverse Change. Except as disclosed in Section
     4.12 of the Company Disclosure Schedule, since June 30, 1999, there has
     been no material adverse change in the management, assets, Liabilities,
     properties, business, operations, financial condition, results of
     operations or prospects of the Company or its Subsidiaries, provided that
     (i) with respect to the value of the underlying collateral for Medallion
     Loans (as defined herein) this representation shall be as of November 1,
     2000; (ii) the Permitted Adjustments shall not be, alone or together with
     any other event, deemed to be a material adverse change; and (iii) any
     change occurring after January 31, 2000 in the value of the underlying
     collateral for Medallion Loans and any other loans in the Company's
     portfolio shall not be, alone or together with any other event, deemed to
     be a material adverse change."

     1.3. Amendment. Section 8.9 is hereby amended by deleting subsection 8.9
and inserting the following in lieu thereof:

     "Section 8.9 Financing. (a) Parent shall by November 30, 2000, have either
     (i) received from the Company's lenders such lender's consent (a) to this
     Agreement and the transactions contemplated hereby and (b) to continue
     financing upon the same terms (or upon terms satisfactory to Parent) or
     (ii) using commercially reasonable best efforts, obtained comparable
     financing to replace any Company financing for which lender approval has
     not been received."

     1.4. Amendment. Section 12.1(a) is hereby amended by deleting section
12.1(a) and inserting the following in lieu thereof:

     "(a) by either Parent or the Company if (i) the Merger shall not have been
     consummated on or before January 31, 2001, provided that termination
     pursuant to this Section 12.1(a) shall not be permitted if the sole
     condition required to close is approval from the U.S. Small Business
     Administration as set forth in Section 7.5 hereof or (ii) the Merger shall
     not have been consummated on or before February 23, 2001."


                                      -2-


     1.5. Amendment. Section 12.1(f) is hereby amended by deleting section
12.1(f) and inserting the following in lieu thereof:

     "(f) by either Parent or the Company if the average of the closing sales
     prices per share of Parent Common Stock on the NASDAQ National Market for
     the Determination Period is less than $14.00;

     1.6. Counterparts. This agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute one and the same
instrument. Each counterpart may consist of a number of copies hereof each
signed by less than all, but together signed by all of the parties hereto.

     1.7. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.


                                      -3-


     IN WITNESS WHEREOF, the parties have executed this agreement on the date
first above written.

                                      MEDALLION FINANCIAL CORP.


                                      By: /s/ Andrew Murstein
                                          ----------------------------------
                                          Name:  Andrew Murstein
                                          Title  President


                                      AMTC MERGER CORP.


                                      By: /s/ Andrew Murstein
                                          ----------------------------------
                                          Name:  Andrew Murstein
                                          Title  President


                                      AMERITRANS CAPITAL CORPORATION


                                      By: /s/ Gary C. Granoff
                                          ----------------------------------
                                          Name:  Gary C. Granoff
                                          Title  President