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


                                 March 2, 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))
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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,  the Company's final closing of its private offering.

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.


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


                                    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: March 2, 2006


Exhibit Index


Exhibit
Number                   Description

99.1                     Press Release dated March 2, 2006

EX-99

UUUFor Immediate Release

From:

Ameritrans Capital Corporation

For more information Contact:

Gary C. Granoff

(800) 214-1047

Ameritrans Announces Closing of Private Offering

New York, NY, March 2, 2006 – Ameritrans Capital Corporation (NASDAQ: AMTC, AMTCP) today announced that the Company completed its July 29, 2005 private offering of the Company's shares of common stock $.0001 par value to a limited number of "accredited investors," as that term is defined in Rule 506 of Regulation D, promulgated under the Securities Act of 1933, as amended.  The Company issued a total of 1,355,608 shares of common stock and 338,902 warrants to purchase shares of common stock for aggregate gross proceeds totaling $7,930,306.80.  For every four (4) shares of common stock purchased, the Company issued to the investors one (1) warrant, exercisable for five (5) years from the date of issuance, to purchase one (1) share of common stock at an exercise price of $6.44 per share.  As of today's date, Ameritrans currently has 3,401,208 shares of common stock issued and outstanding.  The securities so ld 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.   

Gary Granoff, President of Ameritrans stated:  "We are very pleased to announce the completion of our private placement.  The increased capital that we have raised for Ameritrans will help us significantly in our plans for the expansion of the Company’s business, enabling  Ameritrans to make loans to and investments in opportunities that the Company's operating subsidiary,  Elk Associates Funding Corporation has historically been unable to make due to SBA Regulation.  In addition, we are pleased to report that Prides Capital Fund I, LP, which participated in the initial closing in December, has made an additional investment in the Company. We are looking forward to pursuing a broader range of investment opportunities for future growth."   

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, 4^th Floor, New York, NY 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.