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

October 15, 2008

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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

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(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))

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Items to be Included in this Report

Items 1.01.   Entry Into a Material Definitive Agreement  

Ameritrans Capital Corporation (the "Company") entered into an agreement with Medallion Financial Corp. and Medallion Bank to extend to October 17, 2008 the closing date of the sale to Medallion and its subsidiaries of substantially all of Elk’s taxicab medallion loans and certain small business loans.  

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

a copy of the letter agreement is attached hereto as Exhibit 99.2 and are 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/ Michael R. Feinsod

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

                                                Name:  Michael R. Feinsod

                                                Title: Chief Executive Officer

Dated:  October 15, 2008

Exhibit Index

Exhibit

Number                   Description

99.1                   Press Release dated October 15, 2008

99.2                 Letter Agreement with Medallion Financial Corp. and Medallion Bank

EX-99

For Immediate Release

From:

Ameritrans Capital Corporation

For more information Contact:

Michael Feinsod

(212) 355-2449

Ameritrans Capital Corporation Announces Extension of Closing Date for Sale of Taxicab Medallion Portfolio

New York, NY, October 15, 2008 – Ameritrans Capital Corporation (NASDAQ: AMTC, AMTCP) today announced that Ameritrans and its wholly owned subsidiary, Elk Associates Funding Corporation, entered into an agreement with Medallion Financial Corp. and its wholly owned subsidiary Medallion Bank to extend to October 17, 2008, the closing date of the sale to Medallion and its subsidiaries of substantially all of Elk’s taxicab medallion loans and certain small business loans.  The parties previously entered into a definitive agreement on July 16, 2008 with a closing anticipated on or before October 15, 2008.  The transaction is subject to customary closing conditions.

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) 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, including but not limited to the possibility that the above described transaction will not close by October 17, 2008.  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

[Elk / Ameritrans Letterhead]

October 15, 2008

Medallion Bank

1100 East 6600 South, Suite 510

Salt Lake City, Utah 84121

Attention: John Taggart

Medallion Financial Corp.

437 Madison Avenue

New York, NY 10022

Attention: General Counsel

Re:

Letter Agreement to Extend Closing Date

Ladies and Gentlemen:

Reference is hereby made to that certain Loan Portfolio Sale and Purchase Agreement, dated as of July 16, 2008 (the “Purchase Agreement”), by and among Ameritrans Capital Corporation (“Ameritrans”), Elk Associates Funding Corporation (“Seller”), Medallion Financial Corp. (“MFC”) and Medallion Bank (“Buyer”, and together with Ameritrans, Seller and MFC, the “Parties”).  Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

In accordance with Section 9.6 of the Purchase Agreement, the Parties hereby agree as follows:

1.

Section 6.2.1(d) of the Purchase Agreement shall be deleted in its entirety and replaced with the following words, effective as of the date hereof:

“(d)

subject to Section 7.1, (i) by Buyer if any of the conditions of Section 6.1.1 and 6.1.2 have not been satisfied on or before October 17, 2008 or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition in writing on or before such time; or (ii) by Seller if any of the conditions of Sections 6.1.1 and 6.1.3 have not been satisfied on or before October 17, 2008 or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with its obligations under this Agreement) and Seller has not waived such condition in writing on or before such time; or”.

2.

All of the terms and provisions of the Purchase Agreement, other than as amended hereby, are confirmed and remain in full force and effect as of the date hereof.

3.

This letter agreement shall be construed, and the rights and obligations of the Parties under this letter agreement shall be determined, in accordance with the substantive laws of the State of New York applicable to contracts to be performed entirely within the State of New York

LEGAL_US_E # 81210308.1

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as though this letter agreement were to be wholly performed within the State of New York and as though all persons who are Parties were domiciliaries of the State of New York.

Please signify your agreement with the foregoing by executing a copy of this letter agreement where indicated below.

SELLER:

ELK ASSOCIATES FUNDING CORPORATION

By:/s/ Gary C. Granoff

Name: Gary C. Granoff
Title: President

AMERITRANS:

AMERITRANS CAPITAL CORPORATION

By: /s/ Michael Feinsod

Name: Michael Feinsod
Title: President and CEO

[Signatures of Buyer Parties on Following Page]

LEGAL_US_E # 81210308.1

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Agreed to as of the date of this letter agreement:

BUYER:

MEDALLION BANK

By: /s/John M. Taggart________________

Name: John M. Taggart
Title: President/CEO

MFC:

MEDALLION FINANCIAL CORP.

By: /s/ Alvin Murstein_________________________

Name: Alvin Murstein

Title: Chairman and Chief Executive Officer

LEGAL_US_E # 81210308.1

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