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


                               January 24, 2006
                               ------------
                               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 8.01 Other Events

Ameritrans Capital Corporation (the "Company") issued a press release to
the news media announcing that the shareholders of the Company approved an
extension of the offering period of the Company's July 29, 2005 private
offering of common stock, $.0001 par value, and warrants, from its original
expiration date of January 25, 2006 to March 31, 2006.


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




Press release, dated January 24, 2006





                                   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:  January 24, 2006


Exhibit Index


Exhibit
Number                   Description
- -------                  -----------
99                  Press Release dated January 24, 2006

EX-99

  For Immediate Release

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


  Ameritrans Announces Shareholder Approval of Extension of
            Offering Period of Private Placement

       New York, NY, January 24, 2006 Ameritrans Capital Corporation
(NASDAQ: AMTC, AMTCP) today announced that at a Special Meeting of
Shareholders held Monday, January 23, 2006, the shareholders of the
Company approved an extension of the offering period of the Company's
July 29, 2005 private offering of common stock, $.0001 par value, and
warrants, from its original expiration date of January 25, 2006 to
March 31, 2006.  The securities sold in this offering are not registered
with the Securities Exchange Commission and may not be offered or sold
in the United States absent registration or an applicable exemption from
the registration requirements of the Securities Act of 1933, as amended.


	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.