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


                                November 29, 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  ("Ameritrans").  On November 29, 2000 the parties executed
Amendment  No. 10 to the  Merger  Agreement  pursuant  to which  Ameritrans  and
Medallion  agreed to an  extension  of the date by which  Medallion  shall  have
obtained  either the consent of Ameritrans'  lenders to the Merger  Agreement or
comparable financing satisfactory to Medallion.

(c)  EXHIBITS.

     (2.1) Amendment No. 10 dated as of November 29, 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: December 1, 2000


                                       -3-

EX-2.1

                                                                     Exhibit 2.1


                                                                  Execution Copy

     THIS AMENDMENT NO. 10 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 29th day of November, 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 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 January 23, 2001, 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."

     1.2. 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.

     1.3. 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.




     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