Securities and Exchange Commission

Washington, D.C. 20549
FORM N-54A

NOTIFICATION OF ELECTION TO BE SUBJECT TO SECTIONS 55 THROUGH 65 OF THE
INVESTMENT COMPANY ACT OF 1940 FILED PURSUANT TO SECTION 54(a) OF THE ACT

         The undersigned business development company hereby notifies the
Securities and Exchange Commission that it elects, pursuant to the provisions of
section 54(a) of the Investment Company Act of 1940 (the "Act"), to be subject
to the provisions of sections 55 through 65 of the Act and, in connection with
such notification of election, submits the following information:

Name:    Ameritrans Capital Corporation

Address of Principal Business Office (No. & Street, City, State, Zip Code):

747 Third Avenue, 4th Floor, New York, New York  10017

Telephone Number (including area code):

1-800-214-1047             212-355-2449

Name and address of agent for service of process:

Mr. Gary C. Granoff, President, Ameritrans Capital Corporation
747 Third Avenue, 4th Floor, New York, New York  10017

         Check one of the following:

[X]      The company has filed a registration statement for a class of equity
         securities pursuant to section 12 of the Securities Exchange Act of
         1934. Give the file number of the registration statement or, if the
         file number is unknown or has not yet been assigned, give the date on
         which the registration statement was filed:

                  The Registration Statement on Form 8-A is being filed
         concurrently with the filing of this Form N-54A.

[ ]      The company is relying on rule 12g-2 under the Securities Exchange
         Act of 1934 in lieu of filing a registration statement for a class of
         equity securities under that Act.

         The file number of the registration as an investment company pursuant
to section 8(a) of the Act, if any, of the company:

                                    811-08847


E




         The file number of the registration as an investment company pursuant
to section 8(a) of the Act, if any, of any subsidiary of the company:

         The undersigned company certifies that it is a closed-end company
organized under the laws of Delaware and with its principal place of business in
New York; that it will be operated for the purpose of making investments in
securities described in sections 55(a)(1) through (3) of the Investment Company
Act of 1940; and that it will make available significant managerial assistance
with respect to issuers of such securities to the extent required by the Act.

         Pursuant to the requirements of the Act, the undersigned company has
caused this notification of election to be subject to sections 55 through 65 of
the Investment Company Act of 1940 to be duly signed on its behalf in the city
of New York and state of New York on the 28th day of July, 1999.

[SEAL]



                     Signature   s/ Gary C. Granoff
                                 -----------------------------


                                 AMERITRANS CAPITAL CORPORATION
                                        (Name of Company)

                                 By:  Gary C. Granoff
                                   (Name of director, officer or general partner
                                   signing on behalf of the company)

                                                President
                                                 (Title)

Attest: s/ Margaret Chance
        ------------------------------
           Margaret Chance, Secretary