8-K

                       U.S. 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


                               February 23, 2005
                               ------------
                               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)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2. below):


[ ]   Written communications pursuant to Rule 425 under the
      Securities Act (17 CFR 230.425)

[ ]   Soliciting material pursuant to Rule 14a-12 under
      the Exchange Act(17CFR240.14a-12)

[ ]   Pre-commencement communications pursuant to Rule 14d-2(b)
      under the Exchange Act(17CFR240.14d-2(b))

[ ]   Pre-commencement communications pursuant to Rule 13e-4(c)
      under the Exchange Act(17CFR240.13e-4(c))


- --------------------------------------------------------------------------------


Items to be Included in this Report



Item 2.02.    Results of Operations and Financial Condition

Ameritrans Capital Corporation (the "Company") issued a press release to
the news media announcing, among other things, the Company's ownership of
 class A common Shares in Fusion Telecommunications International Inc.

A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.




Press release, dated February 23, 2005.





                                   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 C. GRANOFF
                                              ---------------------------------
                                                Name:  Gary C. Granoff
                                                Title: President,
                                                Chief Executive Officer,
                                                Chief Financial Officer

Dated: February 23, 2005


Exhibit Index


Exhibit
Number                   Description
- -------                  -----------
99.1                     Press Release dated February 23, 2005

EX-99

  For Immediate Release

  FROM:
  Ameritrans Capital Corporation
  For more information Contact:
  Gary Granoff
  (800) 214-1047


  AMERITRANS REPORTS OWNERSHIP OF CLASS A COMMON SHARES IN FUSION
               TELECOMMUNICATIONS INTERNATIONAL, INC

             New York, NY, February 23, 2005 - Ameritrans Capital
  Corporation (NASDAQ: AMTC, AMTCP) reported that one of the
  companies in which it had previously  made a significant equity
  investment completed an initial public offering ("IPO") on
  February 11, 2005 and began trading on February 15, 2005.
  Fusion Telecommunications International Inc. ("Fusion")
  completed its IPO and was listed on the American Stock Exchange
  under the symbol "FSN" for its common stock and "FSN.WS" for its
  registered warrants.  Fusion sold a total of 3,600,000 shares of
  common stock at a price of $6.45 per share, and 3,600,000
  redeemable common stock purchase warrants at a price of $.05 per
  warrant. Total net proceeds to Fusion were $21,879,000.

             Fusion seeks to become a leading provider of VoIP
  (Voice Over Internet Protocol) and other Internet services to,
  from, in and between emerging markets in Asia, the Middle East,
  Africa, the Caribbean and Latin America.  With its lead product,
  VoIP, Fusion currently provides a full suite of communications
  services to corporations, postal telephone and telegraph
  companies, international carriers, government entities, Internet
  service providers and consumers in over 45 countries.  Fusion's
  revenues from operations in calendar year 2003 were $32,018,471
  and Fusion's revenues for the nine months ended September 30,
  2004 were $39,328,800.

             Ameritrans' wholly owned subsidiary, Elk Associates
  Funding Corporation ("Elk") began investing in Fusion's common
  stock in February 1999, and made several additional investments
  subsequent to that time.  At December 31, 2004 Elk owned a total
  of 244,075 shares of Fusion's common stock.  In January, 2005,
  Fusion shareholders approved a 3.5 to 1 reverse common stock
  split which adjusts Elk's ownership in fusion to 69,735 shares
  of Class A common stock.  Elk's Class A common shares are
  considered "restricted" for a twelve month period from the
  effective date of Fusion's registration statement which was
  February 11, 2005.  Accordingly, Elk will be required to hold
  its shares until February 11, 2006, unless the restrictions on
  the Class A common stockholders are removed by Fusion's
  underwriter prior to that date.  Not later than February 11,
  2006, Elk's shares in Fusion will automatically be converted
  into the same class of common stock sold in Fusion's IPO and at
  that time Elk's shares will be tradable subject to the
  applicable provisions of the rules and regulations of the United
  States Securities and Exchange Commission concerning sales of
  unregistered securities.

             Elk's cost basis for its 69,735 Class A Common Shares
  in Fusion is $367,027, or $5.26 per common share of Fusion.  At
  December 31, 2004, Elk was carrying the fair market value of its
  investment in Fusion at $207,387, and on Elk's balance sheet,
  Elk had an unrealized loss of $159,640.  The unrealized loss
  also affected the Ameritrans balance sheet on a consolidated
  basis as part of Ameritrans' reported accumulated other
  comprehensive loss.  Elk's investment in Fusion represented
  approximately 28% of Ameritrans' equity investment portfolio
  measured on a cost basis, and approximately 19% of Ameritrans'
  equity portfolio measured on a fair market value carrying basis
  after reducing the cost basis for unrealized loss in value at
  that time.  In view of the fact that Fusion's current market
  price is in excess of Elk's cost basis per share, it is
  anticipated that Elk and Ameritrans will record a comprehensive
  income gain during the current fiscal quarter ending March 31,
  2005, to reflect the change in circumstances, and the then
  current share value of Fusion's common stock on March 31, 2005,
  subject to appropriate discount for the current lack of
  marketability of Elk's shares in Fusion at this time.

             Commenting on Fusion's IPO, Gary C. Granoff,
  Ameritrans' president said, "We are very pleased that our
  investment over the last several years into Fusion has now
  further progressed by Fusion completing its initial public
  offering and by Fusion raising an additional $21,879,000 net
  proceeds from the offering."

             Ameritrans Capital Corporation is a specialty finance
  company engaged in making loans to and investments in small
  businesses.  Ameritrans' wholly owned subsidiary Elk Associates
  Funding Corporation was licensed by the United States Small
  Business Administration as a Small Business Investment Company
  (SBIC) in 1980.  The Company maintains its offices at 747 Third
  Avenue, 4th Floor, New York, New York 10017.

             THIS ANNOUNCEMENT CONTAINS FORWARD-LOOKING STATEMENTS
  WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM
  ACT OF 1995.  SUCH STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND
  UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
  MATERIALLY FROM THOSE PRESENTLY ANTICIPATED OR PROJECTED.
  AMERITRANS CAPITAL CORPORATION CAUTIONS INVESTORS NOT TO PLACE
  UNDUE RELIANCE ON FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY
  AS TO MANAGEMENT'S EXPECTATIONS ON THIS DATE.