REVISED SCHEDULE 14A

                                 (RULE 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                           SCHEDULE 14(A) INFORMATION

           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934


Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_]  Preliminary Proxy Statement
[_]  Confidential,  for  Use  of the  Commission  Only  (as  permitted  by Rule
     14a-6(e)(2))
[X]  Definitive Proxy Statement
[_]  Definitive Additional Materials
[_]  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12


                         Ameritrans Capital Corporations
                (Name of Registrant as Specified In Its Charter)

- -------------------------------------------------------------------------------
                    (Name of Person(s) Filing Proxy Statement
                          if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

[X]  No fee required.

[_]  Fee computed on table below per Exchange Act Rules 14a-b(i)(1) and 0-11

     (1)  Title of each class of securities to which transaction applies:
- -------------------------------------------------------------------------------
     (2)  Aggregate number of securities to which transaction applies:
- -------------------------------------------------------------------------------
     (3)  Per unit  price  or other  underlying  value of  transaction computed
         pursuant to Exchange  Act Rule 0-11 (set forth the amount on which the
         filing fee is calculated and state how it was determined):
- -------------------------------------------------------------------------------
     (4)  Proposed maximum aggregate value of transaction:
- -------------------------------------------------------------------------------
     (5)  Total fee paid:
- -------------------------------------------------------------------------------

[_] Fee paid previously with preliminary materials.

[_]  Check box if any part of the fee is offset as provided by Exchange Act
 Rule 0-11(a)(2)  and identify the filing for which the offsetting  fee
  was paid previously.  Identify the previous filing by registration statement
 number, or the Form or Schedule and the date of its filing.

     (1)  Amount previously paid:
- -------------------------------------------------------------------------------
     (2)  Form, Schedule or Registration Statement No.:
- -------------------------------------------------------------------------------
     (3)  Filing party:
- -------------------------------------------------------------------------------
     (4)  Date filed:
- -------------------------------------------------------------------------------

Explanatory Note: This Amendment No. 1 to the Schedule 14A filed
January 24, 2005 is being filed for the sole purpose of adding the following
to the management section of the proxy statement under the heading Committees
of the Board and Meeting Attendance that appears on page 8 of the proxy
statement:

"The Board of Directors currently acts as a committee of the whole with respect
to the nominations for membership on the board of directors.  The Company is
currently in the process of establishing a Nominating Committee, whose members
will advise the Board of Directors with respect to nominating and continuing
qualifications for membership on the Board of Directors."

No other changes have been made to the proxy statement filed January 24, 2005.
The January 24, 2995 Proxy Statement is incorporated herein by reference.







                     AMERITRANS CAPITAL CORPORATION
                     747 THIRD AVENUE, 4TH FLOOR
                       NEW YORK, NEW YORK 10017

          Notice of Amendment to Notice of Annual Meeting of Shareholders
                         To Be Held on March 4, 2005



Dear Shareholders:

	On February 18, 2005, the Company filed an amended Schedule 14A with
the Securities and Exchange Commission amending the proxy materials mailed to
all shareholders on January 24, 2005, to add the following to the Management
section of the proxy statement under the heading Committees of the Board
and Meeting Attendance that appears on page 8 of the proxy statement:

"The Board of Directors currently acts as a committee of the whole with respect
to the nominations for membership on the board of directors.  The Company is
currently in the process of establishing a Nominating Committee, whose members
will advise the Board of Directors with respect to nominating and continuing
qualifications for membership on the Board of Directors."

No other changes have been made to the proxy statement filed January 24, 2005.


	By Order of the Board of Directors,


        /s/ Margaret Chance


	MARGARET CHANCE, Secretary


February 18, 2005