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

July 1, 2008

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

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

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(Address of principal executive offices           (Zip Code)

(800) 214-1047

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(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

Items 5.02, 5.03, 5.05, 8.01.    Appointment of Certain Officers, Amendment to Bylaws, Amendment to Code of Ethics and Other Matters

Ameritrans Capital Corporation (the "Company") issued a press release to the news media announcing the implementation of various corporate initiatives.

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:  /s/ Gary C. Granoff

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

                                                Name:  Gary C. Granoff

                                                Title: Chief Executive Officer, Chief Financial Officer

Dated: July 1, 2008

Exhibit Index

Exhibit

Number                   Description

99                     Press Release dated July 1, 2008

99.2A              Amended and Restated Bylaws

99.2R               Revised Code of Ethics

EX-99

For Immediate Release

From:

Ameritrans Capital Corporation

For more information Contact:

Gary C. Granoff

(800) 214-1047

Ameritrans Announces Implementation of Various Corporate Initiatives

New York, NY, July 1, 2008 – Ameritrans Capital Corporation (NASDAQ: AMTC, AMTCP) today announced the implementation of various corporate initiatives.  Among these is the implementation of a dividend reinvestment plan (or “DRIP”), the adoption of a revised code of ethics, the designation of Michael Feinsod as Chief Compliance Officer, and a revision to the Company’s Bylaws.

At a Board meeting held yesterday, the Board also approved a dividend reinvestment plan that provides for reinvestment of the Company’s dividends on behalf of its stockholders, unless a stockholder elects to receive cash.  As a result, if the Board authorizes and declares a cash dividend, then stockholders who have not “opted out” of the dividend reinvestment plan will have their cash dividends automatically reinvested in additional shares of the Company’s common stock.

The Board also, among other things, adopted a revised Code of Ethics under which it will be governed.  Pursuant to the revised Code of Ethics, Michael Feinsod has been designated Chief Compliance Officer effective immediately.  Mr. Feinsod, 37, has been a director of the Company since December 2005 and is presently employed by the Company as President of Ameritrans and, pending SBA approval, Senior Vice President of Elk.  The CCO position is an at-will position for which Mr. Feinsod will be compensated at an additional per annum rate.   

With respect to the DRIP, no action will be required on the part of a registered stockholder to have his or her cash dividends reinvested in shares of common stock. A registered stockholder may elect to receive an entire dividend in cash by sending written notice to Continental Stock Transfer & Trust Company, the plan administrator and the Company’s transfer agent so that such notice is received by the plan administrator no later than the record date for dividends to stockholders.  Information regarding this plan will be sent to each stockholder.

The Company also amended Article IV Paragraph 1 of its Bylaws as follows:

“The officers of the corporation shall consist of a President, one or more Vice Presidents, a Secretary, a Treasurer, and such other officers as the Board of Directors may from time to time deem advisable.  Any officer may be, but is not required to be, a director of the Corporation.  Any two or more offices may be held by the same person.”

The amendment to the Bylaws is effective immediately.  

Ameritrans Capital Corporation is an internally managed, closed-end investment company that has elected to be regulated as a business development company (“BDC”) under the Investment

Company Act of 1940, as amended.  Ameritrans originates, structures and manages a portfolio of medallion loans, secured business loans and selected equity securities.  Ameritrans' wholly owned subsidiary Elk Associates Funding Corporation is licensed by the United States Small Business Administration as a Small Business Investment Company (SBIC) since 1980.  The Company maintains its offices at 747 Third Avenue, 4th 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.

EX-99.2 BYLAWS

AMENDED AND RESTATED BY-LAWS

of

AMERITRANS CAPITAL CORPORATION

ARTICLE I

Offices

1.

The corporation may have offices at such places within or without the State of Delaware as the board of directors may from time to time determine or as the business of the corporation may require.

ARTICLE II

Stockholders’ Meetings

1.

Place of all meetings.  All meetings of stockholders shall be held at such place or places in or outside of the State of Delaware as the board of directors may from time to time determine or as may be designated in the notice of meeting or waiver of notice thereof, subject to any provisions of the laws of Delaware.

2.

Annual meeting of stockholders.  The annual meeting of stockholders shall be held each year on the first Friday in the fourth month following the close of the fiscal year commencing at some time between 10 a.m. and 3 p.m. if not a legal holiday, and if a legal holiday, then on the day following at the same time.  In the event that such an annual meeting is not held as herein provided for, the annual meeting may be held as soon thereafter as convenient.  Such subsequent meeting shall be called in the same manner as hereinafter provided for special meetings of stockholders.  Written notice of the time and place of the annual meeting shall be given by mail to each stockholder entitled to vote at least ten days prior to the date thereof, unless waived as provided by Article IX of these By-laws.

3.

Special meetings of stockholders.  Special meetings of stockholders may be called at any time by order of the board of directors or the executive committee and shall be called by the president or secretary at the written request of the holders of 25% of the shares of stock then outstanding and entitled to vote, stating the purpose or purposes thereof.  Notice of all such meetings of the stockholders, stating the time, place, and the purposes thereof shall be given by mail as soon as possible to each stockholder entitled to vote thereat at his last known address or by delivering the same personally at least ten days before the meeting.  Meetings of the stockholders may be held at any time without notice when all the stockholders entitled to vote thereat are represented in person or by proxy.

4.

Voting at stockholders’ meetings.  At all meetings of the stockholders, each stockholder shall be entitled to vote for each share of stock standing on record in his name, subject to any restrictions or qualifications set forth in the Certificate of Incorporation or any amendment thereto.

5.

Quorum at stockholders’ meetings.  At any stockholders’ meeting, a majority of the stock outstanding and entitled to vote thereat represented in person or by proxy shall constitute a quorum.  Whether or not a quorum is present the meeting may be adjourned from time to time by a vote of the holders of a majority of the shares present.  At any such adjourned meeting at which a quorum shall be

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present, any business may be transacted which might have been transacted at the meeting if held at the time specified in the notice thereof.  When a quorum is present at any meeting, a majority in interest of the stock entitled to vote represented thereat shall decide any question brought before such meeting unless the question is one upon which, by express provision of law or of the Certificate of Incorporation or of these By-laws, a different vote is required, in which case such express provision shall govern.

6.

List of stockholders to be filed, etc.  At least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder, shall be prepared by the secretary.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the City where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The original or duplicate stock ledger shall be the only evidence as to who are the stockholders entitled to examine such list or the books of this corporation or to vote in person or by proxy at such meeting.

ARTICLE III

Board of Directors

1.

Number and qualification.  A board of directors shall be elected at each annual meeting of stockholders, or at a special meeting held in lieu thereof as above provided.  Each of the directors shall hold office until the annual meeting next after his election and until his successor shall be elected and shall qualify, or until his death in office or his earlier resignation or removal in the manner hereinafter provided.  The number of directors shall be such as may be determined by the incorporators or from time to time by the stockholders or by the board of directors.  In case of any increase in the number of directors between elections by the stockholders, the additional directorships shall be considered vacancies and shall be filled in the manner prescribed in Article V of these By-laws.  Directors need not be stockholders.

2.

Powers of directors.  The business and affairs of the corporation shall be managed by or under the direction of the board of directors which may exercise all the powers possessed by the corporation itself and do all such lawful acts and things as are not inconsistent with the laws of the State of Delaware, with the Certificate of Incorporation, or with these By-laws.  The board of directors shall have authority from time to time to set apart out of any assets of the corporation otherwise available for dividends a reserve or reserves of working capital, or for any such proper purpose or purposes, and to abolish or add to any such reserve or reserves from time to time as the board may deem to be in the interests of the corporation; and the board shall likewise have power, subject to the provisions of the Certificate of Incorporation, to determine in its discretion what part of th e earned surplus and/or net assets of the corporation in excess of such reserve or reserves shall be declared in dividends and paid to the stockholders of the corporation.

3.

Compensation of directors.  The board of directors may from time to time by resolution authorize the payment of fees or compensation, to the directors for services as such to the corporation, including, but not limited to, fees and traveling expenses for attendance at all meetings of the board or of the executive or other committees, and determine the amount of such fees and compensation.  Nothing

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herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

4.

Directors’ meetings.  Meetings of the board of directors may be held either within or outside the State of Delaware.  A quorum shall be a majority of directors.

The board of directors elected at any stockholders’ meeting shall at the close of that meeting, without further notice if a quorum of directors be then present, or as soon thereafter as may be convenient, hold a meeting for the election of officers and the transaction of any other business.  At such meeting they shall elect a president, one or more vice presidents, a secretary and a treasurer, and such other officers as they may deem proper, none of whom except the president need be members of the board of directors.

The board of directors may from time to time provide for the holding of regular meetings with or without notice and may fix the times and places at which such meetings are to be held.  Meetings other than regular meetings may be called at any time by the president and must be called by the president or by the secretary upon the written request of any director or a majority of the executive committee.

Notice of each meeting, other than a regular meeting (unless required by the board of directors), shall be given to each director by mailing the same to each director at his residence or business address at least two days before the meeting or by delivering the same to him personally or by telephone or telegraph to him at least one day before the meeting unless, in case of exigency, the president or secretary shall prescribe a shorter notice to be given personally or by telephone, telegraph, facsimile transmission, cable or wireless to all or any one or more of the directors at their respective residences or places of business.

Notice of all meetings shall state the time and place of such meeting, but need not state the purposes thereof unless otherwise required by statute, the Certificate of Incorporation, the By-laws, of the board of directors.

5.

Manner of Acting.  Except as herein otherwise provided, and except as otherwise provided by the General Corporation Law, the act of the Board shall be the act by vote of a majority of the directors present at a meeting, a quorum being present.  The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions herein of the General Corporation Law and these By-Laws which govern a meeting of directors to be held to fill vacancies and newly created directorships in the Board.

6.

Executive committee.  The board of directors may provide for an executive committee of two or more directors and shall elect the members thereof to serve at the pleasure of the board and may designate one of such members to act as chairman.  The board shall have the power at any time to change the membership of the committee, to fill vacancies in it, or to dissolve it.

During the intervals between the meetings of the board of directors, the executive committee shall possess and may exercise any or all of the powers of the board of directors in the management of the business and affairs of the corporation to the extent authorized by resolution adopted by a majority of the entire board of directors.

The executive committee may determine its rules or procedure and notice to be given of its meetings, and it may appoint such committees and assistants as it shall from time to time deem necessary.  A majority of the members of the committee shall constitute a quorum.

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7.

Other committees.  The board of directors by resolution may provide for such other standing or special committees as it deems desirable and may discontinue the same at its pleasure.  Each such committee shall have the powers and perform such duties, not inconsistent with law, as may be assigned to it by the board of directors.

8.

Notice of Nominations.

(a)

Nominations for the election of directors may be made by the board of directors or by any stockholder entitled to vote for the election of directors.  Such nominations shall be made by notice in writing, delivered or mailed by first class United States mail, postage prepaid, to the secretary of the corporation not less than 14 days nor more than 50 days prior to any meeting of the stockholders called for election of directors; provided, however, that if less than 21 days’ notice of the meeting is given to stockholders, such written notice shall be delivered or mailed, as prescribed, to the secretary of the corporation not later than the close of the seventh day following the day on which notice of the meeting was mailed to the stockholders.  Notice of nominations which are proposed by the board of directors shall be given by the Chairman (or President if no Chairman has been app ointed) on behalf of the board.

(b)

Each notice under subsection (a) shall set forth (i) the name, age, business address and, if known, residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of each such nominee and (iii) the number of shares of stock of the corporation which are beneficially owned by each such nominee.

(c)

The Chairman of the meeting may, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure and if he shall so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

9.

Chairman of the Board.  The Chairman of the Board (hereinafter sometimes called the “Chairman”) if appointed by the board of directors, when present shall preside at all meetings of the stockholders, the board of directors and the Executive Committee.  The Chairman shall perform such other duties as the board of directors or Executive Committee may prescribe from time to time.

ARTICLE IV

Officers

1.

Titles and election.  The officers of the corporation shall consist of a President, one or more Vice Presidents, a Secretary, a Treasurer, and such other officers as the Board of Directors may from time to time deem advisable.  Any officer may be, but is not required to be, a director of the Corporation.  Any two or more offices may be held by the same person.

The board of directors, in its discretion, may at any time elect or appoint a chairman of the board of directors, who shall be a director, and one or more vice presidents, assistant secretaries and assistant treasurers and such other officers or agents as it may deem advisable, all of whom shall hold office at the pleasure of the board and shall have such authority and shall perform such duties as the board shall prescribe from time to time.

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The board of directors may require any officer, agent or employee to give bond for the faithful performance of this duties in such form and with such sureties as the board may require.

2.

Duties.  Subject to such extension, limitations, and other provisions as the board of directors or the By-laws may from time to time prescribe, the following officers shall have the following powers and duties:

(a)

President.  The president shall be the chief executive officer of the corporation and shall have the general supervision of the business, affairs and property of the corporation and over its officers subject to the control of the board of directors and Executive Committee.  In the absence or inability to act of the Chairman, the president shall preside at all meetings of the stockholders and the board of directors and shall have and perform all the powers and duties of the Chairman, subject to the control of the board of directors and Executive Committee.  The president or a vice president, unless some other person is authorized by the board of directors or Executive Committee, shall sign all certificates representing shares of stock of the corporation and all bonds, deeds and contracts of the corporation.  In general, the president shall exercise the powers and auth ority and perform all of the duties commonly incident to the office of president and shall have such other powers and perform such other duties as may be assigned to him from time to time by the board of directors or Executive Committee.  The same individual may be elected or appointed Chairman of the Board and President.

(b)

Vice President.  The vice president or vice presidents shall perform such duties as may be assigned to them by the board of directors and, in the absence or disability of the president, the vice presidents in order of seniority shall exercise all powers and duties pertaining to the office of the president.

(c)

Secretary.  The secretary shall keep the minutes of all meetings of stockholders and of the board of directors, give and serve all notices, attend to such correspondence as may be assigned to him, keep in safe custody the seal of the corporation, and affix such seal to all such instruments properly executed as may require it, and shall have such other duties and powers as the board of directors shall prescribe from time to time.

(d)

Treasurer.  Subject to the direction of the Vice President-Finance, if any, the treasurer, in all cases subject to the direction of the board of directors, shall have the care and custody of the monies, funds, valuable papers and documents of the corporation (other than his own bond, if any, which shall be in the custody of the president), and shall have and exercise, under the supervision of the board of directors, all the powers and duties commonly incident to his office.  He shall deposit all funds of the corporation in such bank or banks, trust company or trust companies, or with such firm or firms doing a banking business as the board of directors shall designate.  He may endorse for deposit of collection all checks, notes, etc. payable to the corporation or to its order.  He shall keep accurate books of account of the corporation’s transactions, which shal l be the property of the corporation, and, together with all its property in his possession, shall be subject at all times to the inspection and control of the board of directors.  He shall do and perform such other duties as may from time to time be assigned to him by the Vice President-Finance.  The treasurer shall be subject in every way to the order of the board of directors and/or the president of the corporation, whenever they may require it, an account of all his transactions and of the financial condition of the corporation.

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3.

Delegation of authority.  The board of directors or the Executive Committee may at any time delegate the powers and duties of any officer for the time being to any other officer, director or employee.

4.

Salaries.  The salaries of all officers shall be fixed by the board of directors or the Executive Committee, and the fact that any officer is a director shall not preclude him from receiving a salary or from voting upon the resolution providing the same.

ARTICLE V

Resignation, Removals and Vacancies

1.

Resignation.  Any director, officer, or agent may resign at any time by giving written notice thereof to the board of directors, the president, or the secretary.  Any such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof; and unless otherwise specified therein, the acceptance of any resignation shall not be necessary to make it effective.

2.

Removals.  The holders of the Common and Preferred Stock, voting together as one class, at any meeting called for such purpose may, by vote of the majority of the issued and outstanding shares of the Common and Preferred Stock entitled to vote, remove from office, with or without cause, any director elected by such Stockholders, and elect his successor.  Directors who are elected solely by the holders of a Class of Preferred Stock, by vote of the majority of the issued and outstanding shares of such class of Preferred Stock, remove from office, with or without cause, any such director, and elect his successor.  The board of directors, by a majority vote of the total number of directors at a meeting called for such purpose, may remove from office any officer of the corporation with or without cause.  The board from time to time may delegate to any other officer or to a ny director the powers and duties of any other officer.

3.

Vacancies.  When the office of any director or officer becomes vacant, whether by reason of increase in the number of directors or otherwise, the remaining director or directors, although less than a quorum, may elect a successor for such office who shall hold the same for the unexpired term, or the directors may reduce their number by the number of such vacancies in the board provided such reduction shall not reduce the board to less than either the minimum number required by applicable law or one.

ARTICLE VI

Capital Stock

1.

Certificates of stock.  Every stockholder shall be entitled to a certificate or certificates for shares of the capital stock of the corporation in such form as may be prescribed by the board of directors, duly numbered setting forth the number and kind of shares represented thereby.  Such certificates shall be signed by the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary.  Any of such signatures and the corporate seal affixed to any stock certificate may be in facsimile.

In case any officer who has signed, or whose facsimile signature has been used on a certificate has ceased to be an officer before the certificate has been delivered, such certificate may nevertheless be

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adopted and issued and delivered by the corporation, or its transfer agent, as though the officer who signed such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon, had not ceased to be such officer of the corporation.

2.

Transfer of stock.  Shares of the capital stock of the corporation shall be transferable only upon the books of the corporation by the holder in person or by attorney duly authorized and upon the surrender of the certificate or certificates properly assigned and endorsed.  If the corporation has a transfer agent or agents or transfer clerk and registrar of transfers acting on its behalf, the signature of any office or representative thereof may be in facsimile.

The board of directors may appoint a transfer agent and one or more co-transfer agents and a registrar of transfer and may make all such rules and regulations as it deems expedient concerning the issue, transfer and registration of shares of stock.

3.

Transfer books.  The board of directors may fix a date, not exceeding sixty days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall come into effect, as a record date for the determination of the stockholders entitled to notice of and to vote at any such meeting, or entitled to receive payment of any such dividend, or any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of capital stock, and in such case only stockholders of record on the date so fixed shall be entitled to such notice of and vote at such meeting or to receive payment of such dividend, or allotment of rights, or exercise such rights, as the case maybe, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid.  The record date shall not precede the date upon which the resolution fixing the record date is adopted.

4.

Lost certificates.  In case of loss or mutilation or theft or destruction of a certificate of stock of this corporation, a duplicate certificate may be issued upon such terms as the board of directors may determine.

ARTICLE VII

Fiscal Year, Bank Deposits, Checks, etc.

1.

Fiscal year.  The fiscal year of the corporation will commence on the first day of January of each year or at such other time as the board of directors may designate.

2.

Bank deposits checks, etc.  The funds of the corporation shall be deposited in the name of the corporation in such banks or trust companies as the board of directors may from time to time designate.

All checks, drafts, notes, or other obligations for the payment of money shall be signed by such persons as the board of directors from time to time by resolution may direct or authorize.

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ARTICLE VIII

Books and Records

1.

Place of keeping books.  Unless otherwise expressly required by the laws of Delaware, the books and records of this corporation may be kept outside of the State of Delaware at such place or places as may be designated from time to time by the board of directors.

2.

Examination of books.  Except as otherwise provided in the Certificate of Incorporation or in these By-laws, the board of directors shall have the power to determine from time to time whether and to what extent and at what times and places and under what conditions and regulations the accounts, records and books of this corporation, or any of them, shall be open to the inspection of the stockholders, and no stockholder shall have any right to inspect any account or book or document of this corporation except as prescribed by statute or authorized by express resolution of the stockholders or of the board of directors.

ARTICLE IX

Notices

1.

Requirements of notice.  Whenever notice is required to be given by statute or by these By-laws, it shall not mean personal notice unless so specified, but such notice may be given in writing by depositing the same in a post office or letter box, postpaid and addressed to the person to whom such notice is directed at the address of such person on the records of the corporation, and such notice shall be deemed given at the time when the same shall be thus mailed.

2.

Waivers.  Any stockholder, director or officer may, in writing or by telegram or cable or facsimile transmission, or facsimile transmission at any time waive any notice or other formality required by statute or these By-laws.  Such waiver of notice, whether given before or after any meeting, shall be deemed equivalent to notice.  Presence of a stockholder either in person or by proxy at any stockholders’ meeting and presence of any director at any meeting of the board of directors shall constitute a waiver of such notice as may be required by any statute or these By-laws.

ARTICLE X

Seal

The corporate seal of the corporation shall be circular in form and shall contain the name of the corporation, the year of its creation, and the words, “Corporate Seal, Delaware.”

ARTICLE XI

Powers of Attorney

The board of directors may authorize one or more of the officers of the corporation to execute powers of attorney delegating to named representatives or agents power to represent or act on behalf of the corporation, with or without power of substitution.

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ARTICLE XII

Indemnification of Directors and Officers

1.

Definitions.  As used in this article, the term “person” means any past, present or future director or officer of the corporation or a designated officer of an operating division of the corporation.

2.

Indemnification granted.  The corporation shall indemnify, to the full extent and under the circumstances permitted by the Delaware General Corporation Law in effect from time to time, any person as defined above, made or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was a director, officer of the corporation, or is or was serving at the specific request of the corporation as a director, officer or employee or agent of another company or other enterprise in which the corporation should own, directly or indirectly, an equity interest or of which it may be a creditor.

This right of indemnification shall not be deemed exclusive of any other rights to which a person indemnified herein may be entitled by By-law, agreement, vote of stockholders or disinterested directors or otherwise, and shall continue as to a person who has ceased to be a director, officer, designated officer, employee or agent and shall inure to the benefit of the heirs, executors, administrators and other legal representatives of such person.  It is not intended that the provisions of this article be applicable to, and they are not to be construed as granting indemnity with respect to, matters as to which indemnification would be in contravention of the laws of Delaware or of the Unites States of America whether as a matter of public policy or pursuant to statutory provision.

3.

Miscellaneous.  The board of directors may also on behalf of the corporation grant indemnification to any individual other than a person defined herein to such extent and in such manner as the Board in its sole discretion from time to time and at any time determine.

ARTICLE XIII

Amendments

These By-laws may be amended or repealed at any meeting of stockholders or at any meeting of the board of directors, as provided in Article II and Article III hereof, respectively, provided in the notice of such meeting thereof shall contain a statement of substance of the proposed amendment or repeal.

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EX-99.2R CODE ETH

CODE OF ETHICS
FOR
AMERITRANS CAPITAL CORPORATION

Section I

Statement of General Fiduciary Principles

This Code of Ethics (the “Code”) has been adopted by Ameritrans Capital Corporation and its wholly owned subsidiary Elk Associates Funding Corp. (the “Corporation”) in compliance with Rule 17j-1 under the Investment Company Act of 1940 (the “Act”). The purpose of the Code is to establish standards and procedures for the detection and prevention of activities by which persons having knowledge of the investments and investment intentions of the Corporation may abuse their fiduciary duty to the Corporation, and otherwise to deal with the types of conflict of interest situations to which Rule 17j-1 applies.

The Code is based on the principle that the directors, officers and management level employees of the Corporation, who provide services to the Corporation, owe a fiduciary duty to the Corporation to conduct their personal securities transactions in a manner that does not interfere with the Corporation’s transactions or otherwise take unfair advantage of their relationship with the Corporation. All Access Persons (as defined below) are expected to adhere to this general principle as well as to comply with all of the specific provisions of this Code that are applicable to them. Any Access Person who is affiliated with another entity that is a registered investment adviser is, in addition, expected to comply with the provisions of the code of ethics that has been adopted by such other investment adviser.

Technical compliance with the Code will not automatically insulate any Access Person from scrutiny of transactions that show a pattern of compromise or abuse of the individual’s fiduciary duty to the Corporation. Accordingly, all Access Persons must seek to avoid any actual or potential conflicts between their personal interests and the interests of the Corporation and its shareholders. The Corporation anticipates that all Access Persons shall place the interests of the Corporation before their own personal interests and at all times in a manner consistent with the terms and spirit of the Code.

All Access Persons must read and retain this Code of Ethics.

Section II

Definitions

(A) “Access Person” means an Advisory Person (as defined below) of the Corporation. All of the Corporation’s directors and officers are presumed to be Access Persons.  The complete list of all Access Persons, as amended from time to time, will be kept by the Chief Compliance Officer.

(B) An “Advisory Person” of the Corporation means: (i) any director, officer, general partner or employee of the Corporation, or any company in a Control (as defined below) relationship to the Corporation, who in connection with his or her regular functions or duties makes, participates in, or obtains information regarding the purchase or sale of any Covered Security (as defined below) by the Corporation, or whose functions relate to the making of any recommendation with respect to such purchases or sales; and (ii) any natural person in a Control relationship to the Corporation, who obtains information concerning recommendations made to the Corporation with regard to the purchase or sale of any Covered Security by the Corporation.

(C) “Beneficial Ownership” is interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 (the “1934 Act”) in determining whether a person is a

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beneficial owner of a security for purposes of Section 16 of the 1934 Act and the rules and regulations thereunder.

(D) “Chief Compliance Officer or CCO” means the Chief Compliance Officer of the Corporation.  The current Chief Compliance Officer of the Corporation is Michael R. Feinsod.  Any change in the CCO will be promptly reported.

(E) “Control” shall have the same meaning as that set forth in Section 2(a)(9) of the Act.

(F) “Covered Security” means a security as defined in Section 2(a)(36) of the Act, which includes: any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a "se curity", or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.

Except that “Covered Security” does not include: (i) direct obligations of the Government of the United States; (ii) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and (iii) shares issued by open-end investment companies registered under the Act. References to a Covered Security in this Code (e.g., a prohibition or requirement applicable to the purchase or sale of a Covered Security) shall be deemed to refer to and to include any warrant for, option in, or security immediately convertible into that Covered Security, and shall also include any instrument that has an investment return or value that is based, in whole or in part, on that Covered Security (collectively, “Derivatives”). Therefore, except as otherwise specifically provided by this Code: (i) any prohibition or requirement of thi s Code applicable to the purchase or sale of a Covered Security shall also be applicable to the purchase or sale of a Derivative relating to that Covered Security; and (ii) any prohibition or requirement of this Code applicable to the purchase or sale of a Derivative shall also be applicable to the purchase or sale of a Covered Security relating to that Derivative.

(G) “Independent Director” means a director of the Corporation who is not an “interested person” of the Corporation within the meaning of Section 2(a)(19) of the Act.

(H) “Initial Public Offering” means an offering of securities registered under the Securities Act of 1933 (the “1933 Act”), the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.

(I) “Investment Personnel” of the Corporation means: (i) any employee of the Corporation (or of any company in a Control relationship to the Corporation) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Corporation; and (ii) any natural person who controls the Corporation and who obtains information concerning recommendations made to the Corporation regarding the purchase or sale of securities by the Corporation.

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(J) “Limited Offering” means an offering that is exempt from registration under the 1933 Act pursuant to Section 4(2) or Section 4(6) thereof or pursuant to Rule 504, Rule 505, or Rule 506 thereunder.

(K) “Security Held or to be Acquired” by the Corporation means: (i) any Covered Security which, within the most recent 15 days: (A) is or has been held by the Corporation; or (B) is being or has been considered by the Corporation for purchase by the Corporation; and (ii) any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security described in Section II (K)(i).

(L) “Automatic Investment Plan” means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

Section III

Objective and General Prohibitions

An Access Person may not engage in any investment transaction under circumstances in which the Access Person benefits from or interferes with the purchase or sale of investments by the Corporation. In addition, Access Persons may not use information concerning the investments or investment intentions of the Corporation, or their ability to influence such investment intentions, for personal gain or in a manner detrimental to the interests of the Corporation.

Access Persons may not engage in conduct that is deceitful, fraudulent or manipulative, or that involves false or misleading statements, in connection with the purchase or sale of investments by the Corporation. In this regard, Access Persons should recognize that Rule 17j-1 makes it unlawful for any affiliated person of the Corporation, or any affiliated person of an investment adviser for the Corporation, in connection with the purchase or sale, directly or indirectly, by the person of a Security Held or to be Acquired by the Corporation to:

(i)

employ any device, scheme or artifice to defraud the Corporation;

(ii)

make any untrue statement of a material fact to the Corporation or omit to state to the Corporation a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

(iii)

engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Corporation; or

(iv)

engage in any manipulative practice with respect to the Corporation.

Access Persons should also recognize that a violation of this Code or of Rule 17j-1 may result in the imposition of: (1) sanctions as provided by Section VIII below; or (2) administrative, civil and, in certain cases, criminal fines, sanctions or penalties.

Section IV

Prohibited Transactions

(A) An Access Person may not purchase or otherwise acquire direct or indirect Beneficial Ownership of any Covered Security, and may not sell or otherwise dispose of any Covered Security in which he or she has direct or indirect Beneficial Ownership, if he or she knows or should know at the time of entering into the transaction that the Corporation has purchased or sold the Covered Security within the last 15 calendar days, or is purchasing or selling or intends to purchase or sell the Covered Security in the next 15 calendar days.

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(B) Investment Personnel of the Corporation must obtain approval before directly or indirectly acquiring Beneficial Ownership in any securities in an Initial Public Offering or in a Limited Offering. Such approval must be obtained from the Chief Compliance Officer, unless he is the person seeking such approval, in which case it must be obtained from the Chairman of the Audit Committee.

(C) No Access Person shall recommend any transaction in any Covered Securities by the Corporation without having disclosed to the Chief Compliance Officer of the Corporation, his or her interest, if any, in such Covered Securities or the issuer thereof, including: the Access Person’s Beneficial Ownership of any Covered Securities of such issuer; any contemplated transaction by the Access Person in such Covered Securities; any position the Access Person has with such issuer; and any present or proposed business relationship between such issuer and the Access Person (or a party in which the Access Person has a significant interest).

Section V

Reports by Access Persons

(A) Initial Securities Holdings Reports.

Pursuant to Rule 17j-1 of the Act, each Access Person and each Investment Personnel must submit to the Chief Compliance Officer a holding report specifying all Covered Securities in which he or she had Beneficial Ownership. A form of such report, which is hereinafter called a “Personal Securities Holdings Report,” is attached as Schedule A.  Each Access Person and each Investment Personnel must also execute a transaction report stating that the Access Person or Investment Personnel has not invested in the same securities as the Company. A form of such report, hereinafter called a "Quarterly Transaction Report," shall be in the form of Schedule B, attached hereto, or such other form approved by the Chief Compliance Officer:

The information contained in these reports must be as follows:

A.

The title, number of shares and principal amount of each security in which the Access Person or the Investment Personnel had any direct or indirect beneficial ownership;

B.

The name of any broker, dealer or bank with whom the Access Person or the Investment Personnel maintained an account in which any securities were held for the direct or indirect benefit of the Access Person or the Investment Personnel; and

C.

The date that the report is submitted by the Access Person or the Investment Personnel.

(B) Quarterly Transaction Reports.

Within 30 days after the end of each calendar quarter, each Access Person and each Investment Personnel shall make a Quarterly Transaction Report to the Chief Compliance Officer reporting all transactions occurring in the quarter in a Covered Security in which he or she had any Beneficial Ownership and stating that the Access Person or Investment Personnel has not invested in the same securities as the Company.  

The information contained in such report must be as follows:

(1) Date and nature of the transaction (purchase, sale or any other type of acquisition or disposition);

(2) Title, interest rate and maturity date (if applicable), number of shares and principal amount of each Covered Security involved and the price of the Covered Security at which the transaction was effected;

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(3) Name of the broker, dealer or bank with or through whom the transaction was effected; and

(4) The date the report is submitted by the Access Person or the Investment Personnel.

Each Access Person and Investment Personnel must also instruct the brokers, dealers or banks with whom he or she maintains an account in which securities were held during the quarter for the direct or indirect benefit of the Access Person or the Investment Personnel, to provide duplicate account statements to the Chief Compliance Officer.

(C) Annual Securities Holding Reports

Annually, each Access Person and each Investment Personnel shall submit a Personal Securities Holding Report to the Chief Compliance Officer specifying all Covered Securities in which he or she had Beneficial Ownership.  Such information must be current as of a date no more than 45 days before the report is submitted.

The information contained in such report must be as follows:

(1) The title, number of shares and principal amount of each Covered Security in which the Access Person or the Investment Personnel had any direct or indirect beneficial ownership;

(2) The name of any broker, dealer or bank with whom the Access Person or the Investment Personnel maintains an Account in which any securities are held for the direct or indirect benefit of the Access Person or the Investment Personnel; and

(3) The date that the report is submitted by the Access Person or the Investment Personnel.

Each Access Person and each Investment Personnel must also certify, on an annual basis, that he or she has complied with the requirements of paragraph B of this Section.

(D) Exceptions to Reporting Requirements

Independent Directors

Notwithstanding the reporting requirements set forth in this Section V, an Independent Director who would be required to make a report under this Section V solely by reason of being a director of the Corporation is not required to file a Personal Securities Holding Report upon becoming a director of the Corporation nor an annual Personal Securities Holding Report. Such an Independent Director also need not file a Quarterly Securities Transaction Report unless such director knew or, in the ordinary course of fulfilling his or her official duties as a director of the Corporation, should have known that during the 15-day period immediately preceding or after the date of the transaction in a Covered Security by the director such Covered Security is or was purchased or sold by the Corporation or the Corporation considered purchasing or selling such Covered Security.

Access Persons and Investment Personnel

Neither an Access Person nor an Investment Personnel need to make any report under Section V with respect to transactions effected for and Covered Securities held in, any account over which the Access Person or the Investment Personnel has no direct or indirect influence or control.

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(E) Form of Reports.

A Quarterly Transaction Report may consist of broker statements or other statements that provide a list of all personal Covered Securities holdings and transactions in the time period covered by the report and contain the information required in a Quarterly Transaction Report.

(F) Responsibility to Report.

It is the responsibility of each Access Person to take the initiative to comply with the requirements of this Section V. Any effort by the Corporation, and its affiliates, to facilitate the reporting process does not change or alter that responsibility. A person need not make a report hereunder with respect to transactions effected for, and Covered Securities held in, any account over which the person has no direct or indirect influence or control.

(G) Where to File Reports.

All Quarterly Securities Transaction Reports and Personal Securities Holdings Reports must be filed with the Chief Compliance Officer.

(H) Disclaimers.

Any report required by this Section V may contain a statement that the report will not be construed as an admission that the person making the report has any direct or indirect Beneficial Ownership in the Covered Security to which the report relates.

Section VI

Additional Prohibitions

(A) Confidentiality of the Corporation’s Transactions.

Until disclosed in a public report to shareholders or to the Securities and Exchange Commission in the normal course, all information concerning the securities “being considered for purchase or sale” by the Corporation shall be kept confidential by all Access Persons and disclosed by them only on a “need to know” basis. It shall be the responsibility of the Chief Compliance Officer to report any inadequacy found in this regard to the directors of the Corporation.

(B) Outside Business Activities and Directorships.

Access Persons may not engage in any outside business activities that may give rise to conflicts of interest or jeopardize the integrity or reputation of the Corporation. Similarly, no such outside business activities may be inconsistent with the interests of the Corporation. All directorships of public or private companies held by Access Persons shall be reported to the Chief Compliance Officer.

(C) Gratuities.

Access Persons shall not, directly or indirectly, take, accept or receive gifts or other consideration in merchandise, services or otherwise of more than nominal value from any person, firm, corporation, association or other entity other than such person’s employer that does business, or proposes to do business, with the Corporation.

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Section VII

Certification

(A) Initial and Annual Certification

Access Persons who are directors, managers, officers or employees of the Corporation shall be required to certify initially and annually that they have read this Code and that they understand it and recognize that they are subject to it and have complied with its terms.

Furthermore, each time an amendment to this Code is made, Access Persons shall be required to submit a written acknowledgement that they have received, read and understand the amendments to this Code and agree to comply with its terms.

(B) Board Review.

No less frequently than annually, the Corporation must furnish to the Corporation’s board of directors, and the board must consider, a written report that: (A) describes any issues arising under this Code of Ethics or procedures since the last report to the board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to material violations; and (B) certifies that the Corporation has adopted procedures reasonably necessary to prevent Access Persons from violating the Code.

Section VIII

Sanctions

Any violation of this Code shall be subject to the imposition of such sanctions by the 17j-1 Organization as may be deemed appropriate under the circumstances to achieve the purposes of Rule 17j-1 and this Code. The sanctions to be imposed shall be determined by the board of directors, including a majority of the Independent Directors.  Sanctions may include, but are not limited to, suspension or termination of employment, a letter of censure and/or restitution of an amount equal to the difference between the price paid or received by the Corporation and the more advantageous price paid or received by the offending person.

Section IX

Administration and Construction

(A) The administration of this Code shall be the responsibility of the Chief Compliance Officer.

(B) The duties of the Chief Compliance Officer are as follows:

(1) Continuous maintenance of a current list of the names of all Access Persons with an appropriate description of their title or employment, and informing all Access Persons of their reporting obligations hereunder;

(2) On an annual basis, providing all Access Persons a copy of this Code and informing such persons of their duties and obligations hereunder including any supplemental training that may be required from time to time;

(3) Maintaining or supervising the maintenance of all records and reports required by this Code;

(4) Preparing listings of all transactions effected by Access Persons who are subject to the requirement to file Quarterly Securities Transaction Reports and reviewing such transactions against a listing of all transactions effected by the Corporation;

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(5) Issuance either personally or with the assistance of counsel as may be appropriate, of any interpretation of this Code that may appear consistent with the objectives of Rule 17j-1 and this Code;

(6) Conduct such inspections or investigations as shall reasonably be required to detect and report, with recommendations, any apparent violations of this Code to the Board of the Corporation; and

(7) Submission of a report to the Board of the Corporation, no less frequently than annually, a written report that describes any issues arising under the Code since the last such report, including but not limited to the information described in Section VII (B).

(C) The Corporation shall maintain and cause to be maintained in an easily accessible place at the principal place of business, the following records:

(1) A copy of all Code adopted by the Corporation pursuant to Rule 17j-1 that have been in effect at any time during the past five (5) years;

(2) A record of each violation of such Code and of any action taken as a result of such violation for at least five (5) years after the end of the fiscal year in which the violation occurs;

(3) A copy of each report made by an Access Person for at least two (2) years after the end of the fiscal year in which the report is made, and for an additional three (3) years in a place that need not be easily accessible;

(4) A copy of each report made by the Corporation to the board of directors for two (2) years from the end of the fiscal year of the Corporation in which such report is made or issued and for an additional three (3) years in a place that need not be easily accessible;

(5) A list of all persons who are, or within the past five (5) years have been, required to make reports pursuant to the Rule and this Code of Ethics, or who are or were responsible for reviewing such reports;

(6) A copy of each report required by Section VII (B) for at least two (2) years after the end of the fiscal year in which it is made, and for an additional three (3) years in a place that need not be easily accessible; and

(7) A record of any decision, and the reasons supporting the decision, to approve the acquisition by Investment Personnel of securities in an Initial Public Offering or Limited Offering for at least five (5) years after the end of the fiscal year in which the approval is granted.

(D) This Code may not be materially amended or modified except in a written form that is approved by majority vote of the Independent Directors.

This Code of Ethics was adopted and approved by the Board of the Corporation including a majority of the Independent Directors, at a meeting of the Board, on June 30, 2008.

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SCHEDULE A

PERSONAL SECURITIES HOLDINGS REPORT

(1)

I have read and understand the Code of Ethics of the Corporation (the “Code”), recognize that the provisions of the Code apply to me and agree to comply in all respects with the procedures described therein. Furthermore, if during the past calendar year I was subject to the Code, I certify that I complied in all respects with the requirement of the Code as in effect during that year. Without limiting the generality of the foregoing, I certify that I have identified all new securities accounts established during each calendar quarter.

(2)

I also certify that the following securities brokerage and commodity trading accounts are the only brokerage or commodity accounts in which I trade or hold Covered Securities in which I have a direct or indirect Beneficial Ownership interest, as such terms are defined by the Code, and that I have requested that the firms at which such accounts are maintained send duplicate account statements to the Chief Compliance Officer.

Title of Covered Security Number of Shares Principal Amount Broker, Dealer or Bank Date Opened

Date of Report:	Print Name:
Date Submitted:	Signature:

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SCHEDULE B

QUARTERLY TRANSACTION REPORT

The following lists all transactions in Covered Securities, in which I had any direct or indirect Beneficial Ownership interest that were effected during the last calendar quarter and required to be reported by Section V (A) of the Code. (If no such transactions took place write “NONE”.) Please sign and date this report and return it to the Chief Compliance Officer no later than the 30th day of the month following the end of the quarter. Use reverse side if additional space if needed.

PURCHASES AND ACQUISITIONS
Trade Date	No. of Shares or Principal Amount	Interest Rate and Maturity Date	Name of Security	Unit Price	Total Price	Broker, Dealer, or Bank

SALES AND OTHER DISPOSITIONS
Trade Date	No. of Shares or Principal Amount	Interest Rate and Maturity Date	Name of Security	Unit Price	Total Price	Broker, Dealer, or Bank

NEW ACCOUNTS ESTABLISHED DURING THE QUARTER
Name of Broker, Dealer or Bank	Name of Account and Account Number	Date Established

Date of Report:	Name (please print):
Date Submitted:	Signature:

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Quarterly Transaction Report

For the__ Quarter 20__ (_________)

Ameritrans Capital Corporation

As an “Access Person” as defined in the Ameritrans Capital Corporation (the “Company”) Code of Ethics, you are required to file a report each quarter disclosing any securities transactions that potentially conflict with your relationship to the Company.  Under the terms of the Code of Ethics, each officer, director, and/or affiliated person (includes beneficial owners) of the Company is prohibited from purchasing or selling securities which are known, or should have been known, to be held by the Company, or are being considered for purchase or sale by the Company, without prior written approval from the appropriate officer of the Company.

.

Have you engaged in any transaction involving any of the securities listed on the attached schedule from ______ which you have not previously reported to the Company?

 YES

 NO

IF YOUR ANSWER IS "YES," PLEASE PROCEED TO NO. 2.  IF "NO," PLEASE SIGN, DATE, AND RETURN THIS REPORT TO THE COMPANY.

.

Please provide the following information for each transaction you have engaged in involving any of the securities listed on the attached schedule.

()

Please describe the nature of the transaction and the security involved.

()

State the transaction date.

()

State the number of shares you bought or sold.

()

State the principal amount of the transaction.

()

State the dollar amount of the securities bought or sold.

()

State the maturity date and interest rate of the securities.

()

If applicable, state the name of the broker, dealer, or bank through which the transaction was effected.

Please sign, date, and return this report to the Chief Compliance officer  

Dated as of:  

Name:

Relationship to Company:  

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