SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-A


                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


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



             Delaware                                   52-2102424
  (State or other jurisdiction of           (IRS Employer Identification No.)
  incorporation or organization)

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


Securities to be registered pursuant to Section 12(b) of the Act:  NONE

Securities to be registered pursuant to Section 12(g) of the Act:

     (i)  Units,  each consisting of one share of common stock, par value $.0001
          (the "Common  Stock"),  one share of 9 3/8%  cumulative  participating
          redeemable preferred stock (the "Participating  Preferred Stock"), and
          one redeemable warrant exercisable into one share of Common Stock (the
          "Warrants").

     (ii) Common Stock, par value $.0001 per share.

     (iii) Participating Preferred Stock.

     (iv) Warrants.



Item 1.  Description of Registrant's Securities to be Registered.

     The Registrant is registering (i) Units, each Unit consisting of one share
of Common Stock,  one share of  Participating  Preferred  Stock, and one Warrant
exercisable  into  one  share  of  Common  Stock;   (ii)  Common  Stock;   (iii)
Participating Preferred Stock; and (iv) Warrants.

     Incorporated herein by reference are the sections entitled  "Description of
Capital Stock,"  "Description of  Participating  Preferred Stock" and "Warrants"
contained in Amendment No. 2 to the Registrant's Registration Statement filed on
Form  N-2/A  (Registration  No.  333-82693)  filed on  December  21,  2001  (the
"Registration  Statement").  The "Description of Capital Stock," "Description of
Participating   Preferred  Stock"  and  "Warrants"  sections  contained  in  the
prospectus to be filed pursuant to Rule 424(b) under the Securities Act, is also
hereby incorporated by reference.

Item 2.  Exhibits.

    Document                                                      Exhibit No.(1)
    --------                                                      -----------

    Certificate of Incorporation*                                      a.

    By-laws*                                                           b.

    Specimen Certificate for shares of Participating Preferred        d.1
    Stock.*

    Specimen Certificate for Warrants.*                               d.2

    Certificate of Designations.*                                     d.3

    Form of Warrant Agreement.*                                       d.4

    Form of Underwriter's Unit Purchase Option.*                      d.5

    Underwriting Agreement dated December __, 2001 between            h.1
    Ameritrans and Noble International Investments, Inc.*

    Agreement among Underwriters dated December __, 2001.*            h.2

    1999 Employee Stock Option Plan*                                  i.1

    Non-Employee Director Stock Option Plan*                          i.2

-------------
     *    Incorporated  herein by  reference  to the Exhibit  volume  filed with
          Amendment   No.  2  to  the   Registrant's   Registration   Statement,
          Registration  No.  333-32693,  filed with the  Securities and Exchange
          Commission  on December  21,  2001,  at the  exhibit  number set forth
          opposite such document.




                                    SIGNATURE

     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.


DATED: January 30, 2002
                                            AMERITRANS CAPITAL CORPORATION


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