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


                               December 29, 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  File No.)         I.R.S.  Employee
                                                                  I.D. Number)
incorporation or organization)
_______________________________________________________________________________


                          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 8.01.    Other Events

Ameritrans  Capital  Corporation  (the "Company") issued a press release to the
news media announcing a special meeting of the shareholders to take place
Monday January 23, 2006, to vote on a proposal  to  extend  the  offering
period of the Company's July 29, 2005 offering of common stock with warrants.

A copy of the press release is attached hereto as Exhibit 99 and is
incorporated herein by reference.

The information furnished is not deemed "filed" for purposes  of  Section 18 of
the  Securities  Exchange  Act  of  1934,  as  amended, is  not  subject to the
liabilities of that section and is not deemed  incorporated by reference in any
filing under the Securities Act of 1933, as amended.


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


Dated: December 29, 2005


Exhibit Index


Exhibit
Number                   Description

99                     Press Release dated December 29, 2005

EX-99

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 14A

          Proxy Statement Pursuant to Section 14(a) of the Securities
                       Exchange Act of 1934 (Amendment No


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 41A-
      6(E)(2))
[ X]  Definitive Proxy Statement
[  ]  Definitive Additional Materials
[  ]  Soliciting Material Pursuant {section}240.14a-12

                  AMERITRANS CAPITAL CORPORATION
                (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 I 4a-6(i)(l) 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-Il (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:



       PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN
      THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
                              VALID OMB CONTROL NUMBER.








[  ]  Fee paid previously with preliminary materials.

     Check box if any part of the fee is offset as provided by Exchange Act Rule
     14a-6(i)(1)  and 0-11 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:






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

                   Notice of Special Meeting of Shareholders
                         To Be Held on January 23, 2006

Dear Shareholders:

      The Special Meeting  of  Shareholders  of  Ameritrans  Capital Corporation
("Ameritrans"  or  the  "Company")  will be held at the offices of  Stursberg  &
Veith, 405 Lexington Avenue, Suite 4949,  New  York, New York, on Monday January
23, 2005, at 10:00 a.m., to consider and act upon the following matters:

      1.  To consider the approval of an extension  of  the offering period of
the Company's July 29, 2005 private offering of Common Stock  with warrants (the
"Offering"), to March 31, 2006, which Offering period extension  if not approved
by Shareholders, will expire on January 25, 2006; and

      2.  To  consider  and  act upon such other matters as may properly  come
before the meeting or any adjournment thereof.

      The Board has fixed the close of business on December 20, 2005 as the time
which Shareholders are entitled  to notice of and to vote at the meeting and any
adjournments as shall be determined.   The  stock  transfer books of the Company
will remain open.

      All Shareholders are cordially invited to attend the meeting.

                                           By Order of the Board of Directors,

                                           /s/ Margaret Chance
                                           MARGARET CHANCE, Secretary
December 29, 2005

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE  COMPLETE, DATE AND SIGN
THE  ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE  IN  ORDER  TO
ASSURE REPRESENTATION OF YOUR SHARES.






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

                              Proxy Statement for
                        Special Meeting of Shareholders
                                January 23, 2006

      This  Proxy  Statement is furnished in connection with the solicitation of
proxies  by the Board  of  Directors  of  Ameritrans  Capital  Corporation  (the
"Company")  for use at the Special Meeting of Shareholders to be held on January
23, 2006 and  at any adjournment of that meeting.  In considering whether or not
to have an adjournment, management will consider what is in the best interest of
the shareholders.   All  proxies  will  be  voted  as marked.  Proxies marked as
abstaining (including proxies containing broker non-votes)  on any matters to be
acted  upon  by  shareholders  will  be  treated as present at the  meeting  for
purposes of determining a quorum but will  not  be counted as votes cast on such
matters.  Any proxy may be revoked by a shareholder  at  any  time  before it is
exercised,  by  written  or  oral  request to Margaret Chance, Secretary of  the
Company.  The date of mailing of this  Proxy  Statement  is expected to be on or
about December 29, 2005.

                            SOLICITATION OF PROXIES

      The proxy enclosed with this Proxy Statement is solicited  by the Board of
Directors  of the Company.  Proxies may be solicited by officers, directors  and
regular supervisory  and  executive  employees of the Company, none of whom will
receive any additional compensation for  their  services. Such solicitations may
be  made  personally,  or  by mail, facsimile, telephone,  email,  telegraph  or
messenger. The Company may reimburse brokers and other persons holding shares in
their names or in the names  of nominees for expenses in sending proxy materials
to beneficial owners and obtaining proxies from such owners. All of the costs of
solicitation of proxies will be paid by the Company.

      All properly executed proxies  delivered pursuant to this solicitation and
not  revoked will be voted in accordance  with  the  directions  given  and,  in
connection  with  any  other  business that may properly come before the Special
Meeting, in the discretion of the persons named in the proxy.

                               VOTING SECURITIES

      The Board of Directors has fixed December 20, 2005, as the record date for
the determination of Shareholders  entitled  to vote at the Special Meeting.  At
the close of business on December 12, 2005, there  were outstanding and entitled
to vote 2,693,220 shares of Common Stock of the Company  and  300,000  shares of
Participating  Preferred  Stock.   Each  share of Common Stock and Participating
Preferred Stock is entitled to one vote for  each share held.  Stockholders have
no dissenters' rights of appraisal in connection with any matter being presented
at the Special Meeting.

      As of December 12, 2005, there were 2,703,220[1]  shares  of the Company's
Common  Stock,  $.0001 par value, and 300,000 shares of Participating  Preferred
Stock outstanding.  The following table sets forth certain information as to (i)
those persons who,  to our knowledge, owned 5% or more of our outstanding common
stock  as of December  12,  2005,  (ii)  each  of  our  executive  officers  and
directors,  and  (iii)  all of our officers and directors as a group.  Except as
set forth below, the address  of  each  person  listed  below  is the address of
Ameritrans.



                                       -1-





NAME                                                     NUMBER OF    PERCENTAGE    NUMBER OF   PERCENTAGE OF
                                                         SHARES OF      OF(A)       SHARES OF    OUTSTANDING
                                                           COMMON    OUTSTANDING  PARTICIPATING   PREFERRED
                                                           STOCK     COMMON STOCK   PREFERRED    STOCK OWNED
                                                           OWNED        OWNED      STOCK OWNED
                                                                                    
*Gary C. Granoff***                                      339,975 (1)       12.58%      7,038(a)         2.35%
*Ellen M. Walker***                                       42,374 (2)        1.57%           **            **
*Lee A. Forlenza***                                       43,523 (3)        1.61%        1,000            **
*Steven Etra***                                          124,681 (4)        4.61%           **            **
*Paul Creditor                                            12,020 (5)          **            **            **
Allen Kaplan***                                           15,020 (6)          **            **            **
John R. Laird***                                           8,100 (7)          **            **            **
Howard F. Sommer***                                        8,000 (8)          **            **            **
Wesley Finch***                                           40,788 (9)        1.51%       10,000          3.33%
*Dan M. Granoff                                         164,579 (10)        6.09%           **            **
Children's Hospital Oakland Research Institute
747 52nd Street, Oakland, CA
*Paul D. Granoff                                        143,179 (11)        5.30%           **            **
c/o Rush-Copley Medical Center
1900 Ogden Avenue,
Aurora, IL 60504
*Michael Feinsod***                                      214,700(12)        7.94%           **            **
767 Third Avenue, 16th Floor
New York, New York 10017
*Margaret Chance***                                        7,240(13)          **         220(b)           **
*Silvia Mullens***                                         3,350(14)          **            **            **
Mitchell Partners L.P.                                      188,585         6.98%       12,000          4.00%
3187-D Airway Avenue
Costa Mesa, CA 92626
Performance Capital, L.P.                                331,250(15)       12.25%           **            **
767 Third Avenue, 16th Floor
New York, NY  10017
*Prides Capital Partners, Inc.                           331,250(16)       12.25%           **            **
200 High Street, Suite 700
Boston, MA  02110
Ivan Wolpert***                                           10,683(17)          **            **            **
19 Fulton Street, Suite 301
New York, NY  10038
All Officers and Directors, as a group (12 persons)***      858,434        31.75%       18,258          6.09%





                                       -1-


    (A) Ownership  percentages  are  based  on 2,703,220 shares of Common  Stock
	outstanding as of  December 12, 2005.
  	Under the rules of the SEC, shares of common stock that an
        individual has a right to acquire within 60 days from December 12, 2005,
        pursuant  to  the exercise of options,  warrants  or  other  convertible
        securities, are  deemed  to  be outstanding for the purpose of computing
        the percentage of ownership of  such  person,  but  are not deemed to be
        outstanding for the purpose of computing the percentage  of ownership of
        any other person shown in the table.

   *    Gary  C.  Granoff,  Ellen  M.  Walker,  Lee Forlenza, Steven Etra,  Paul
        Creditor,  Dan  M. Granoff, Paul D. Granoff,  Prides  Capital,  Margaret
        Chance,  Silvia  Mullens,  and  Michael  Feinsod  are  each  "interested
        persons" with respect to Ameritrans, as such term is defined in the 1940
        Act.

   **   Less than 1%.

(1)   Includes (i) 155,180  Shares  owned  directly  by  Mr. Granoff; (ii) 3,300
      Public  Warrants;  (iii)  16,900  Shares  owned  by  the  Granoff   Family
      Foundation,  a  charitable foundation for which Mr. Granoff and his mother
      and brother are trustees;  (iv)  261 Shares held by GCG Associates Inc., a
      corporation controlled by Mr. Granoff;  (v)  78,584  Shares and 500 Public
      Warrants owned by DAPARY Management Corp., a corporation controlled by Mr.
      Granoff;  (vi) 12,000 Shares and 1,000 Public Warrants  owned  by  J  &  H
      Associates   Ltd.  Pts.,  a  partnership  whose  general  partner  is  GCG
      Associates Inc.,  a  corporation  controlled  by Mr. Granoff; (vii) 57,100
      Shares, and 1800 Public Warrants held by Mr. Granoff  in  various  IRA  or
      pension accounts, and (viii) 13,350 Shares issuable upon exercise of five-
      year  options  issued  under  the 1999 Employee Plan.  Excludes (A) 12,937
      Shares, and 1,000 Public Warrants  owned  directly  by Leslie Granoff, Mr.
      Granoff's wife, of which Shares he disclaims beneficial ownership; and (B)
      47,855  Shares  held  by  JR  Realty Corp., a company owned  in  part  and
      controlled in part by Mr. Granoff's  wife,  where  Mr.  Granoff  serves as
      Treasurer.


      (a)   Includes  (i) 500 shares of Participating Preferred Stock, owned  by
            DAPARY Management  Corp.,  a  corporation controlled by Mr. Granoff;
            (ii) 1,000 shares of Participating  Preferred  Stock  owned by J & H
            Associates  Ltd.  Pts., a partnership whose general partner  is  GCG
            Associates Inc., a  corporation  controlled  by  Mr.  Granoff; (iii)
            5,538 shares of Participating Preferred Stock held by Mr. Granoff in
            various   IRA  or  pension  accounts.   Excludes  1,000  shares   of
            Participating  Preferred Stock directly owned by Leslie Granoff, Mr.
            Granoff's wife, of which Shares he disclaims beneficial ownership.


(2)   Includes (i) 200 Shares held by Ms. Walker as custodian for her son, Paul;
      (ii) 22,800 Shares held by various trusts of which Ms. Walker is a trustee
      and  as  to which she disclaims  beneficial  ownership  (Gary  C.  Granoff
      retains a reversionary interest in 21,000 of such Shares), and (iii) 5,000
      Shares issuable  upon  the  exercise of five-year options issued under the
      1999 Employee Plan.


(3)   Includes (i) 35,218 Shares held  directly  by  Mr.  Forlenza,  (ii)  3,230
      Shares  held  for  the  benefit  of  Mr.  Forlenza's IRA, (iii) 700 Public
      Warrants, and (iv) 4,375 Shares issuable upon  the  exercise  of five-year
      options issued under the 1999 Employee Plan.


(4)   Includes  (i)  8,294 Shares held directly by Mr. Etra; (ii) 29,022  Shares
      owned jointly by  Mr.  Etra  and his wife; (iii) 27,000 Shares held by Mr.
      Etra's wife; (iv) 35,990 Shares  held  by  Fiserv  Securities Inc. for the
      benefit of Mr. Etra's IRA; (v) 10,000 Shares held by SRK Associates LLC, a
      limited liability company controlled by Mr. Etra, (vi)  10,000 Shares held
      by Lance's Property Development Corp. Pension Plan, of which Mr. Etra is a
      trustee;  and (vii) 4,375 Shares issuable upon the exercise  of  five-year
      options issued under the 1999 Employee Plan.






                                       -2-



(5)   Includes 10,020  Shares  issuable  upon  the exercise of five-year options
      issued under the Non-Employee Director Plan (the "Director Plan") .


(6)   Includes  10,020 Shares issuable upon the exercise  of  five-year  options
      issued under the Director Plan.


(7)   Includes 100  Shares owned directly by Mr. Laird and 8,000 Shares issuable
      upon exercise of five-year options issued under the Director Plan.


(8)   8,000 Shares issuable  upon exercise of five-year options issued under the
      Director Plan.


(9)   Includes (i) 19,871 Shares owned directly by Mr. Finch; (ii) 10,917 Shares
      issuable upon exercise of  five-year  options  issued  under  the Director
      Plan;  and (iii) 10,000 Public Warrants.  Excludes (A) 6,000 Shares  owned
      directly by Mr. Finch's wife as to which he disclaims beneficial ownership
      and (B)  26,300  Shares held by the Tudor Trust, a grantor trust, of which
      Mr. Finch is the grantor,  Mr. Finch's wife and their two children are the
      beneficiaries, and Mr. Finch's wife is one of the two trustees.  Mr. Finch
      disclaims beneficial ownership of the trust's 26,300 Shares.


(10)  Includes (i) 143,179 Shares owned by Dr. Dan Granoff directly; (ii) 16,900
      Shares owned by the Granoff Family Foundation, a charitable foundation, of
      which Jeannette Granoff, Gary  C.  Granoff, and Dr. Dan M. Granoff are the
      trustees; and (iii) 4,000 Shares held  in  an IRA Rollover Account for the
      benefit of Dr. Granoff.


(11)  Includes (i) 40,049 Shares owned directly by Dr. Paul Granoff, (ii) 77,630
      held by Granoff Family Partners Ltd., of which  Dr.  Granoff  is a general
      partner, and (iii) 25,500 Shares held by the Granoff Pediatric  Associates
      Profit Sharing Plan.  Excludes 14,127 Shares held by Suzanne Granoff,  Dr.
      Granoff's wife, of which Shares he disclaims beneficial ownership.


(12)  Includes  (i)  202,200 Shares held by Infinity Capital Partners, L.P., (2)
      10,000 Shares held  by  Shoulda  Partners,  L.P.,  and  (3)  2,500  Shares
      issuable  to Shoulda Partners upon the exercised five-year warrants issued
      pursuant to  the  Company's  July  29,  2005  Offering of Common Stock and
      Warrants (the "Private Offering Warrants").


(13)  Includes (i) 1,200 Shares owned directly by Ms.  Chance,  (ii)  200 Shares
      held by Ms. Chance as custodian for her daughter, Alexis Chance,  (iii) 50
      Shares  held  directly  by  her daughter, Alexis Chance, (iv) 2,220 Shares
      held by Ms. Chance in various  IRA  or  pension  accounts,  (v) 220 Public
      Warrants,  and  (vi) 3,350 Shares issuable upon the exercise of  five-year
      options issued under the 1999 Employee Plan.


(14)  Includes 3,350 Shares  issuable  upon  the  exercise  of five-year options
      issued under the 1999 Employee Plan.


          (b)Participating Preferred Stock held in a pension account.


(15)  Includes (i) 184,110 Shares owned directly by Performance  Capital,  L.P.,
      and  (ii) 46,028 Shares issuable upon the exercise of the Private Offering
      Warrants,  (iii)  80,890  Shares  held by Performance Capital II, L.P. and
      (iv) 20,222 Shares issuable upon the  exercise  of  the  Private  Offering
      Warrants.






                                       -3-



(16)  Includes (i) 265,000 Shares held by Prides Capital Fund I, L.P., and  (ii)
      66,250 Shares issuable to Prides Capital Fund I, L.P. upon the exercise of
      the Private Offering Warrants.


(17)  Includes (i) 4,274 Shares owned directly by Mr. Wolpert, (ii) 1,068 Shares
      issuable  upon  the exercise of the Private Offering Warrants, (iii) 4,273
      Shares held by Belle  Harbour  Capital,  L.L.C.,  and  (iv)  1,068  Shares
      issuable to Belle Harbour Capita upon the exercise of the Private Offering
      Warrants.

      Except  pursuant  to  applicable  community  property laws or as described
above,  each  person listed in the table above has sole  voting  and  investment
power, and is both  the  owner  of record and the beneficial owner of his or her
respective Shares.

      For as long as certain persons listed above hold five percent (5%) or more
of the Company's outstanding Common  Stock,  they  will  be  deemed  "affiliated
persons"  of the Company, as such term is defined in the Investment Company  Act
of 1940, as amended (the "1940 Act").

COMPLIANCE WITH SECTION 16(A) OF THE 1934 ACT

      Section  16(a)  of  the  Securities  Exchange Act of 1934 (the "1934 Act")
requires the Company's officers and directors, and persons who own more than ten
percent  (10%)  of the Company's Common Stock  ("Reporting  Persons"),  to  file
initial reports of beneficial ownership and changes in beneficial ownership with
the Securities and  Exchange  Commission ("SEC") and to furnish the Company with
copies of all reports filed.

      Based solely on a review of the forms furnished to the Company, or written
representations from certain reporting  persons, the Company believes that as of
December 12, 2005, all changes in beneficial  ownership  have  been disclosed to
the  SEC  as required by Section 16(a) of the 1934 Act, or have been  previously
reported in the Company's filings with the SEC..


CHANGES IN CONTROL

      There are no arrangements known to the Company at this time which may at a
subsequent date result in a change of control of the Company.



                                       -4-



                                 PROPOSAL NO. 1
                  EXTENSION OF JULY 29, 2005 PRIVATE OFFERING

      On July  29, 2005, Ameritrans commenced a private offering of Common Stock
with warrants to  "accredited investors," as that term is defined in Rule 501 of
Regulation D promulgated  under  the  1933  Act.  The shares of Common Stock are
offered at a price no less than book value as  of the date of the offering.  For
every four (4) shares of Common Stock purchased,  the  Company will issue to the
investor  one  (1)  warrant, exercisable for five (5) years  from  the  date  of
issuance, to purchase  one  (1)  share  of  Common  Stock  of  the Company at an
exercise price equal to 110% of the purchase price of the Shares.  This Offering
was previously approved by the requisite vote of shareholders.   The Offering is
for maximum gross proceeds totaling $10 million.

      The  Company  completed  an  initial  closing pursuant to the offering  on
December 5, 2005.  The Company issued 653,347 shares for gross proceeds totaling
$3,822,080.  A total of 163,336 warrants were  issued.   The  securities sold in
this  offering have not been registered with the Securities Exchange  Commission
and may  not  be  offered or sold in the United States absent registration or an
applicable exemption from registration requirements.

      The Offering period will expire on January 25, 2006, unless extended.  The
Board of Directors  and  Management  believe  that  raising  additional  capital
pursuant  to  a private offering will allow the Company to expand its investment
portfolio and diversify the Company's investments beyond the SBA-regulated loans
and investments  of Elk.  This diversification will provide the Company with the
flexibility to participate in a wide range of investment opportunities.

      The Board of  Directors,  including  a  majority  of directors who are not
interested persons of the Company, subject to shareholder approval, have decided
to  extend  the Offering period to March 31, 2006.  The affirmative  vote  of  a
majority of the  Common  Stock  and  the  Participating  Preferred Stock, voting
together as a single class, present or represented at the meeting is required to
ratify and approve the extension of the Offering.


   THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR PROPOSAL NO. 1




                                       -5-



                                 PROPOSAL NO. 2
                                 OTHER MATTERS

      The Board of Directors does not know of any other matters  which  may come
before the meeting.  However, if any other matters are properly presented to the
meeting,  it is the intention of the persons named in the accompanying proxy  to
vote, or otherwise to act, in accordance with their judgment on such matters.

      All costs  of  solicitation  of  proxies will be borne by the Company.  In
addition to solicitations by mail, Ameritrans'  directors,  officers and regular
employees, without additional remuneration, may solicit proxies by telephone and
personal interview.

Financial and Other Information

      The information required by Item 13(a) of Schedule 14A with respect to the
Company's  consolidated  financial  statements and management's  discussion  and
analysis of financial condition and results  of  operations  are incorporated by
reference  hereto,  as allowed by Rule 0-4 of the 1940 Act.  Representatives  of
the Company's independent  accountants,  Rosen  Seymour  Shapss Martin & Company
LLP,  are  expected  to  be  present at the Special Meeting and  will  have  the
opportunity to make a statement if they desire to do so and are also expected to
be available to respond to appropriate questions.

Deadline for Submission of Shareholder Proposals

      Proposals of shareholders  intended to be presented at next year's Special
Meeting  of  Shareholders must be received  by  the  Company  at  its  principal
executive offices  not  later  than  October 1, 2006, for inclusion in the proxy
statement  for that meeting.  Submissions  received  after  that  date  will  be
considered untimely.   Mere  submission  of  a  proposal  does not guarantee its
inclusion  in  the  Proxy  Statement  or its presentation at the  meeting  since
certain federal rules must also be met.

Requests for Financial Statements

      Ameritrans will furnish, without charge a copy of its financial statements
for the fiscal year ended June 30, 2005,  and  for the six-months ended December
31, 2005, to shareholders who make a written request to the Company at 747 Third
Avenue, 4th Floor, New York, NY 10017 or call Ameritrans toll free at (800) 214-
1047.

Form 10-K

      The Company filed an Annual Report on Form  10-K for the fiscal year ended
June 30, 2005 with the SEC on September 28, 2005.   Shareholders  may  obtain  a
copy  of this report, without charge, by making a written request to the Company
at 747  Third  Avenue,  New  York,  New York 10017 or by visiting our website at
www.ameritranscapital.com.




                                       -6-


Forward Looking Statements

      This proxy statement contains certain  forward-looking  statements  within
the meaning of Section 27A of the 1933 Act and Section 21E of the 1934 Act which
are intended to be covered by the safe harbors created thereby.  Typically,  the
use  of the words "believe," "anticipate," "plan," "expect," "seek," "estimate,"
and similar  expressions  identify forward-looking statements.  Unless a passage
described a historical event,  the  statement  should  be  considered a forward-
looking  statement.   Although  we believe that the assumptions  underlying  the
forward-looking  statements  contained   herein   are  reasonable,  any  of  the
assumptions could be inaccurate, and therefore, the  forward-looking  statements
included in this proxy statement may prove to be inaccurate.  Our actual results
may  differ  materially  from  the  results  anticipated  in the forward-looking
statements.   Any forward-looking statements contained in this  proxy  statement
involve risks and  uncertainties,  including  but not limited to, risks that the
Offering  described  in this proxy statement will  not  close,  risks  that  the
registration of shares  underlying  the Warrants may not occur, risks related to
changes in the regulation of investment  companies, market acceptance risks, the
impact of competition, and other risks identified in the Company's other filings
with  the  SEC.   In  light of the significant  uncertainties  inherent  in  the
forward-looking statements  included  herein,  the inclusion of such information
should not be regarded as a representation by the  Company  or  any other person
that the objectives and plans of the Company will be achieved.  We  undertake no
obligation  to  publicly release the results of any revisions to these  forward-
looking statements that may be made to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events.


      The Board of Directors invites shareholders to attend the Special Meeting.
Whether or not you  plan  to  attend,  you are urged to complete, date, sign and
return the enclosed proxy in the accompanying  envelope.  Prompt  response  will
greatly  facilitate  arrangements  for the meeting, and your cooperation will be
appreciated.   Shareholders  who  attend   the  meeting  may  vote  their  stock
personally even though they have sent in their proxies.

                                           By Order of the Board of Directors,

                                           /s/ Margaret Chance


December 29, 2005                          MARGARET CHANCE, Secretary

Footnotes

[1] Includes 10,000 shares of Common Stock held by a subsidiary of the Company
not entitled to vote.



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