TABLE OF CONTENTS




|                                                                                              |  |  |  |  |  |  |  | 
|--------------------------------------------------------------------------------------------- |  |  |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION                                                                
|ITEM 1. Financial Statements                                                                 
|BRANTLEY CAPITAL CORPORATION BALANCE SHEETS                                                  
|BRANTLEY CAPITAL CORPORATION STATEMENTS OF OPERATIONS (Unaudited)                            
|BRANTLEY CAPITAL CORPORATION STATEMENTS OF CASH FLOWS (Unaudited)                            
|BRANTLEY CAPITAL CORPORATION STATEMENTS OF STOCKHOLDERS EQUITY (Unaudited)                  
|BRANTLEY CAPITAL CORPORATION NOTES TO THE FINANCIAL STATEMENTS                               
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|PART II. OTHER INFORMATION                                                                   
|Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                                                                                   
|EXHIBIT INDEX                                                                                



---



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934


|                                     |                                  
|------------------------------------ | ---------------------------------
|For the Quarter Ended March 31, 2000 | Commission File Number: 814-00127

BRANTLEY CAPITAL CORPORATION

(Exact name of registrant as specified in its
charter)


Maryland




(State or other Jurisdiction of


Incorporation or Organization)


34-1838462





(I.R.S. Employer Identification Number)


20600 Chagrin Boulevard, Suite 1150, Cleveland, Ohio
44122




(Address of principal executive offices
including zip code)


(216) 283-4800




(Registrants telephone number including
area code)


Securities registered pursuant to Section 12(b) of the Act:
None

Securities registered pursuant to Section 12(g) of the Act:



Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject
 to such filing requirements for the past
90 days.     Yes [X]  No [   ].

The number of shares of common stock outstanding as of
March 31, 2000 was 3,810,535.





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##### Table of Contents






PART I.   FINANCIAL INFORMATION




ITEM 1.  Financial Statements




BRANTLEY CAPITAL CORPORATION

BALANCE SHEETS

|                                   |                                                                                                                                                                |                                            |            |              |            |   |            |            |            | 
|---------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ---------- | ------------ | ---------- | - | ---------- | ---------- | ---------- | 
|                                   |                                                                                                                                                                | March 31,                                  |            |             
|                                   |                                                                                                                                                                | 2000                                       |            | December 31,
|                                   |                                                                                                                                                                | (Unaudited)                                |            | 1999        
|                                   |                                                                                                                                                                |                                            |            |             
|                                   |                                                                                                                                                                | ASSETS                                     |            |              |            |   |            |            |            | 
|                                  
|                                  
|                                  
|                                  
|Cash and cash equivalents (Note 2) |                                                                                                                                                                | $                                          | 16,947,857 |              |            | $ | 19,127,039 |           
|                                  
|                                  
|                                  
|                                  
|Investments, at market (Note 2)    |                                                                                                                                                                |                                            | 35,452,672 |              |            |   | 34,502,138 |           
|                                  
|                                  
|                                  
|                                  
|Dividends and interest receivable  |                                                                                                                                                                |                                            | 1,403,338  |              |            |   | 1,235,462  |           
|                                  
|                                  
|                                  
|                                  
|Other assets                       |                                                                                                                                                                |                                            | 97,449     |              |            |   | 126,793    |           
|                                   |                                                                                                                                                                |                                            |            |              |            |   |            |           
|                                   |                                                                                                                                                                | Total Assets                               |            | $            | 53,901,316 |   |            | $          | 54,991,432 | 
|                                   |                                                                                                                                                                |                                            |            |              |            |   |            |           
|                                   |                                                                                                                                                                | LIABILITIES AND STOCKHOLDERS EQUITY       |            |              |            |   |            |            |            | 
|                                  
|                                  
|                                  
|                                  
|Liabilities:                       |                                                                                                                                                                |                                            |            |              |            |   |            |           
|                                  
|                                  
|                                  
|                                  
|Payable for investments purchased  |                                                                                                                                                                | $                                          |           |              |            | $ | 243,662    |           
|                                  
|                                  
|                                  
|                                  
|Advisory fee payable (Note 3)      |                                                                                                                                                                |                                            | 392,290    |              |            |   | 365,884    |           
|                                  
|                                  
|                                  
|                                  
|Accrued professional fees          |                                                                                                                                                                |                                            | 124,972    |              |            |   | 85,720     |           
|                                  
|                                  
|                                  
|                                  
|Dividends payable                  |                                                                                                                                                                |                                            |           |              |            |   | 1,752,847  |           
|                                  
|                                  
|                                  
|                                  
|Other liabilities                  |                                                                                                                                                                |                                            | 179,898    |              |            |   | 102,984    |           
|                                   |                                                                                                                                                                |                                            |            |              |            |   |            |           
|                                   |                                                                                                                                                                | Total Liabilities                          |            | $            | 697,160    |   |            | $          | 2,551,097  | 
|                                   |                                                                                                                                                                |                                            |            |              |            |   |            |           
|Stockholders Equity:              |                                                                                                                                                                |                                            |            |              |            |   |            |           
|                                  
|                                  
|                                  
|                                  
|                                   | Common Stock, $0.01 par value; 25,000,000 shares authorized and
	3,810,535 shares issued and outstanding at March 31, 2000
	and December 31, 1999 respectively |                                            | $          | 38,105       |            |   | $          | 38,105     |           
|                                  
|                                  
|                                  
|                                  
|                                   | Additional paid in capital                                                                                                                                     |                                            |            | 37,505,433   |            |   |            | 37,505,433 |           
|                                  
|                                  
|                                  
|                                  
|                                   | Retained earnings                                                                                                                                              |                                            |            | 15,660,618   |            |   |            | 14,896,797 |           
|                                   |                                                                                                                                                                |                                            |            |              |            |   |            |           
|                                   |                                                                                                                                                                | Total Stockholders Equity                 |            |              | 53,204,156 |   |            |            | 52,440,335 | 
|                                   |                                                                                                                                                                |                                            |            |              |            |   |            |           
|                                   |                                                                                                                                                                | Total Liabilities and Stockholders Equity |            | $            | 53,901,316 |   |            | $          | 54,991,432 | 
|                                   |                                                                                                                                                                |                                            |            |              |            |   |            |           
|Net Asset Value Per Share          |                                                                                                                                                                | $                                          | 13.96      |              |            | $ | 13.76      |           
|                                   |                                                                                                                                                                |                                            |            |              |            |   |            |           

The accompanying notes to the financial statements are an
integral part of these statements.

1



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##### Table of Contents






BRANTLEY CAPITAL CORPORATION

STATEMENTS OF OPERATIONS

(Unaudited)

|                                                                          |                                           |                 |           |                 |  |   |            |            |  
|------------------------------------------------------------------------- | ----------------------------------------- | --------------- | --------- | --------------- |  | - | ---------- | ---------- | -
|                                                                          |                                           | For the quarter |           | For the quarter
|                                                                          |                                           | ended           |           | ended          
|                                                                          |                                           | March 31,       |           | March 31,      
|                                                                          |                                           | 2000            |           | 1999           
|                                                                          |                                           |                 |           |                
|Investment Income:                                                        |                                           |                 |           |                 |  |   |            |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Interest and dividend income              |                 | $         | 628,390         |  |   | $          | 309,703    |  
|                                                                          |                                           |                 |           |                 |  |   |            |           
|                                                                          | Total investment income                   |                 |           | 628,390         |  |   |            | 309,703    |  
|                                                                          |                                           |                 |           |                 |  |   |            |           
|Operating Expenses:                                                       |                                           |                 |           |                 |  |   |            |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Advisory fees                             |                 |           | 400,065         |  |   |            | 347,665    |  
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Administration fees                       |                 |           | 29,687          |  |   |            | 33,799     |  
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Professional fees                         |                 |           | 35,804          |  |   |            | 27,751     |  
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Other                                     |                 |           | 62,316          |  |   |            | 142,026    |  
|                                                                          |                                           |                 |           |                 |  |   |            |           
|                                                                          | Total expenses                            |                 |           | 527,872         |  |   |            | 551,241    |  
|                                                                          |                                           |                 |           |                 |  |   |            |           
|Net Income (Loss)                                                         |                                           | $               | 100,518   |                 |  | $ | (241,538   | )         
|                                                                          |                                           |                 |           |                 |  |   |            |           
|Net Realized and Unrealized Gains (Losses) on Investments:                |                                           |                 |           |                 |  |   |            |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Net realized gain on investments          |                 |           | 258,127         |  |   |            | 459,210    |  
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Net unrealized gain (loss) on investments |                 |           | 405,176         |  |   |            | (1,514,473 | )
|                                                                          |                                           |                 |           |                 |  |   |            |           
|Net gain (loss) on investments                                            |                                           |                 | 663,303   |                 |  |   | (1,055,263 | )         
|                                                                          |                                           |                 |           |                 |  |   |            |           
|Net change in net assets resulting from operations                        |                                           | $               | 763,821   |                 |  | $ | (1,296,801 | )         
|                                                                          |                                           |                 |           |                 |  |   |            |           
|Net Income (Loss) per Share, Primary and Fully Diluted                    |                                           | $               | 0.20      |                 |  | $ | (0.34      | )         
|                                                                          |                                           |                 |           |                 |  |   |            |           
|Weighted Average Number of Shares Outstanding, Primary and
	Fully Diluted |                                           |                 | 3,810,535 |                 |  |   | 3,810,535  |           
|                                                                          |                                           |                 |           |                 |  |   |            |           

The accompanying notes to the financial statements are an
integral part of these statements.

2



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##### Table of Contents






BRANTLEY CAPITAL CORPORATION

STATEMENTS OF CASH FLOWS

(Unaudited)

|                                                       |                                                                                                               |                                             |                                        |                 |                |            |            |            |                |            |  
|------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------- | ------------------------------------------- | -------------------------------------- | --------------- | -------------- | ---------- | ---------- | ---------- | -------------- | ---------- | -
|                                                       |                                                                                                               | For the quarter                             |                                        | For the quarter
|                                                       |                                                                                                               | ended March 31,                             |                                        | ended March 31,
|                                                       |                                                                                                               | 2000                                        |                                        | 1999           
|                                                       |                                                                                                               |                                             |                                        |                
|Cash Flows from Operating Activities:                  |                                                                                                               |                                             |                                        |                 |                |            |            |           
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Net change in net assets resulting from operations:                                                           |                                             | $                                      | 763,821         |                |            | $          | (1,296,801 | )             
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Adjustments to reconcile net change in net assets resulting from
	operations to net cash used for operations: |                                             |                                        |                 |                |            |            |            |               
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                               | Net realized gain on investments            |                                        |                 | (258,127       | )          |            |            | (459,210       | )         
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                               | Net unrealized (gain) loss on investments   |                                        |                 | (405,176       | )          |            |            | 1,514,473      |           
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                               | Changes in assets and liabilities:          |                                        |                 |                |            |            |            |                |           
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                               |                                             | Dividends and interest receivable      |                 |                | (167,876   | )          |            |                | 14,666     |  
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                               |                                             | Other assets                           |                 |                | 29,344     |            |            |                | 61,650     |  
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                               |                                             | Advisory fee payable                   |                 |                | 26,406     |            |            |                | (13,488    | )
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                               |                                             | Accrued Professional fees              |                 |                | 39,252     |            |            |                | 61,400     |  
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                               |                                             | Dividends payable                      |                 |                | (1,752,847 | )          |            |                |           |  
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                               |                                             | Other liabilities                      |                 |                | 76,915     |            |            |                | 30,893     |  
|                                                       |                                                                                                               |                                             |                                        |                 |                |            |            |           
|                                                       |                                                                                                               |                                             | Net cash used for operating activities |                 |                | (1,648,288 | )          |            |                | (86,417    | )
|                                                       |                                                                                                               |                                             |                                        |                 |                |            |            |           
|Cash Flows from Investing Activities:                  |                                                                                                               |                                             |                                        |                 |                |            |            |           
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                               | Purchases of investment securities          |                                        |                 | (1,041,947     | )          |            |            | (3,697,000     | )         
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                               | Sales/ Maturities of investment securities  |                                        |                 | 515,864        |            |            |            | 2,092,988      |           
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                               | Purchases of short-term investments         |                                        |                 | (1,076,794,042 | )          |            |            | (1,295,532,570 | )         
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                               | Sales/ Maturities of short-term investments |                                        |                 | 1,076,789,231  |            |            |            | 1,295,992,004  |           
|                                                       |                                                                                                               |                                             |                                        |                 |                |            |            |           
|                                                       |                                                                                                               |                                             | Net cash used for investing activities |                 |                | (530,894   | )          |            |                | (1,144,578 | )
|                                                       |                                                                                                               |                                             |                                        |                 |                |            |            |           
|Net change in cash and cash equivalents for the period |                                                                                                               |                                             | (2,179,182                             | )               |                |            | (1,230,995 | )         
|                                                       |                                                                                                               |                                             |                                        |                 |                |            |            |           
|Cash and cash equivalents, beginning of period         |                                                                                                               |                                             | 19,127,039                             |                 |                |            | 22,973,379 |           
|                                                       |                                                                                                               |                                             |                                        |                 |                |            |            |           
|Cash and cash equivalents, end of the period           |                                                                                                               | $                                           | 16,947,857                             |                 |                | $          | 21,742,384 |           
|                                                       |                                                                                                               |                                             |                                        |                 |                |            |            |           

The accompanying notes to the financial statements are an
integral part of these statements.

3



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##### Table of Contents






BRANTLEY CAPITAL CORPORATION

STATEMENTS OF STOCKHOLDERS EQUITY

(Unaudited)

|                                           |  |        |        |            |  |          |            |              |  |   |            |   |  |   |            |  
|------------------------------------------ |  | ------ | ------ | ---------- |  | -------- | ---------- | ------------ |  | - | ---------- | - |  | - | ---------- | -
|                                           |  |        |        | Additional |  |          |            | Total       
|                                           |  | Common |        | Paid in    |  | Retained |            | Stockholders
|                                           |  | Stock  |        | Capital    |  | Earnings |            | Equity      
|                                           |  |        |        |            |  |          |            |             
|Balance at December 31, 1998               |  | $      | 38,105 |            |  | $        | 37,505,433 |              |  | $ | 12,397,990 |   |  | $ | 49,941,528 |  
|                                           |  |        |        |            |  |          |            |              |  |   |            |   |  |   |            |  
|Net increase in net assets from operations |  |        |       |            |  |          |           |              |  |   | 4,251,654  |   |  |   | 4,251,654  |  
|                                          
|                                          
|                                          
|                                          
|Distributions from:                        |  |        |        |            |  |          |            |              |  |   |            |   |  |   |            |  
|                                          
|                                          
|                                          
|                                          
|Net investment income                      |  |        |       |            |  |          |           |              |  |   | (495,370   | ) |  |   | (495,370   | )
|                                          
|                                          
|                                          
|                                          
|Net realized gains                         |  |        |       |            |  |          |           |              |  |   | (1,257,477 | ) |  |   | (1,257,477 | )
|                                           |  |        |        |            |  |          |            |              |  |   |            |   |  |   |            |  
|Balance at December 31, 1999               |  | $      | 38,105 |            |  | $        | 37,505,433 |              |  | $ | 14,896,797 |   |  | $ | 52,440,335 |  
|                                           |  |        |        |            |  |          |            |              |  |   |            |   |  |   |            |  
|Net increase in net assets from operations |  |        |       |            |  |          |           |              |  |   | 763,821    |   |  |   | 763,821    |  
|                                           |  |        |        |            |  |          |            |              |  |   |            |   |  |   |            |  
|Balance at March 31, 2000                  |  | $      | 38,105 |            |  | $        | 37,505,433 |              |  | $ | 15,660,618 |   |  | $ | 53,204,156 |  
|                                           |  |        |        |            |  |          |            |              |  |   |            |   |  |   |            |  

The accompanying notes to the financial statements are an
integral part of these statements.

4



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##### Table of Contents






BRANTLEY CAPITAL CORPORATION

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

1.  Significant Accounting Policies



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The interim financial statements have been prepared by Brantley
	Capital Corporation (the Company) pursuant to the
	rules and regulations of the Securities and Exchange Commission
	applicable to quarterly reports on Form 10-Q. Certain
	information and footnote disclosures normally included in
	financial statements prepared in accordance with generally
	accepted accounting principles have been condensed or omitted
	pursuant to such rules and regulations, although management
	believes that the disclosures are adequate to make the
	information presented not misleading. These financial statements
	should be read in conjunction with the audited financial
	statements and related notes and schedules included in the
	Companys 1999 Annual Report filed on Form 10-K dated
	December 31, 1999.
|
| | The unaudited financial statements reflect, in the opinion of
	management, all adjustments, all of which are of a normal
	recurring nature, necessary to present fairly the financial
	position of the Company as of March 31, 2000 and the results
	 of its operations and its cash flows for the quarter ended
	March 31, 2000. Interim results are not necessarily
	indicative of results to be expected for a full fiscal year.                                                                                                                                                                                                                                                                                                                                                                                       
|
| | In April 1998, the American Institute of Certified Public
	Accountants issued Statement of Position 98-5, Reporting the
	Costs of Start-Up Activities (the Statement), which
	requires that costs related to start-up activities be expensed as
	 incurred. Prior to 1998, the Company capitalized its legal and
	other professional fees incurred in connection with organizing
	the Company. The Company adopted the provisions of the Statement
	as of January 1, 1999. The effect of the adoption of the
	Statement was to decrease income from continuing operations in
	1999 by $96,376 ($0.03 per share) to expense costs that had been
	previously capitalized prior to 1999.                                                                                                                                   
|
| | Privately placed securities are carried at fair value as
	determined in good faith by or under the direction of the Board
	of Directors. Generally, the fair value of each security will
	initially be based primarily upon its original cost to the
	Company. Cost will be the primary factor used to determine fair
	value on an ongoing basis until significant developments or other
	 factors affecting the investment (such as results of the
	portfolio companys operations, changes in the general
	market conditions, subsequent financings or the availability of
	market quotations) provide a basis for value other than cost
	valuation.                                                                                                                                                                    
|
| | Portfolio investments listed on an exchange or traded on NASDAQ
	will be valued at the closing price listed on their respective
	exchange or system on the date of valuation. Securities traded in
	 the over-the-counter market will be valued on the average of the
	 closing bid and asked prices on the day of valuation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | Debt securities with 60 days or less remaining to maturity
	will be valued at amortized cost.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

2.  Investments, Cash and Cash Equivalents



| |                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | As of March 31, 2000 and December 31, 1999, the
	identified costs of investments and cash equivalents were
	$37,713,989 and $39,342,923, respectively.                                                                    
|
| | Cash equivalents consist of highly liquid investments with
	insignificant interest rate risk and original maturities of three
	 months or less at acquisition date. Cash and cash equivalents
	consisted of the following:

|                            |                  |             |            |              |  |   |            |            | 
|--------------------------- | ---------------- | ----------- | ---------- | ------------ |  | - | ---------- | ---------- | 
|                            |                  | March 31,   |            | December 31,
|                            |                  | 2000        |            | 1999        
|                            |                  |             |            |             
|                            |                  | (Unaudited) |            | (Audited)   
|                           
|                           
|                           
|                           
|Cash                        |                  | $           |           |              |  | $ | 4,891      |           
|United States Treasury Bill |                  |             |            |              |  |   |            |           
|                           
|                           
|                           
|                           
|                            | 5.75%, 4/18/2000 |             |            | 16,947,857   |  |   |            |            | 
|                           
|                           
|                           
|                           
|                            | 4.85%, 2/17/2000 |             |            |              |  |   |            | 19,122,148 | 
|                            |                  |             |            |              |  |   |            |           
|                            |                  | $           | 16,947,857 |              |  | $ | 19,127,039 |           
|                            |                  |             |            |              |  |   |            |           

5



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##### Table of Contents



BRANTLEY CAPITAL CORPORATION


NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)

3.  Investment Advisory Agreement



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company has entered into an investment advisory agreement
	(the Investment Advisory Agreement) with Brantley
	Capital Management, L.L.C. (the Investment Adviser)
	under which the Investment Adviser is entitled to an annual
	management fee of 2.85% of the Companys net assets,
	determined at the end of each calendar quarter, and payable
	quarterly in arrears throughout the term of the Investment
	Advisory Agreement. For the quarter ended March 31, 2000 the
	 Investment Adviser earned $400,065 under the Investment Advisory
	 Agreement. Certain officers of the Company are also officers of
	the Investment Adviser. No officer of the Investment Adviser
	receives any compensation from the Company for serving as officer
	 of the Company.

4.  Financial Highlights

|                                         |  |                 |       |                 |  |   |       |   
|---------------------------------------- |  | --------------- | ----- | --------------- |  | - | ----- | --
|                                         |  | For the quarter |       | For the quarter
|                                         |  | ended           |       | ended          
|                                         |  | March 31,       |       | March 31,      
|                                         |  | 2000            |       | 1999           
|                                         |  |                 |       |                
|Net Asset Value, Beginning of the Period |  | $               | 13.76 |                 |  | $ | 13.11 |   
|                                        
|                                        
|                                        
|                                        
|Income from investment operations:       |  |                 |       |                 |  |   |       |   
|                                        
|                                        
|                                        
|                                        
|Net Income (Loss)                        |  |                 | 0.03  |                 |  |   | (0.06 | ) 
|                                        
|                                        
|                                        
|                                        
|Net Gain (Loss) on Investments           |  |                 | 0.17  |                 |  |   | (0.28 | ) 
|                                         |  |                 |       |                 |  |   |       |   
|Total from investment operations         |  |                 | 0.20  |                 |  |   | (0.34 | ) 
|                                         |  |                 |       |                 |  |   |       |   
|Net Asset Value, End of the Period       |  | $               | 13.96 |                 |  | $ | 12.77 |   
|                                         |  |                 |       |                 |  |   |       |   
|Market Value, End of the Period          |  | $               | 10.75 |                 |  | $ | 7.13  |   
|                                         |  |                 |       |                 |  |   |       |   
|Total Return, At Market Value            |  |                 | 34.38 | %               |  |   | 0.00% |   
|                                        
|                                        
|                                        
|                                        
|Total Return, At NAV                     |  |                 | 1.50  | %               |  |   | (2.59 | )%

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##### Table of Contents



BRANTLEY CAPITAL CORPORATION


NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)






Item 2.  Managements Discussion and Analysis of
Financial Condition and Results of Operations

Brantley Capital Corporation (the Company) is a
closed end, non-diversified investment company that has elected
to be treated as a business development company under
 the Investment Company Act of 1940, as amended (the
Act). The Company invests primarily in the equity and
 equity-linked debt securities of private companies. The
Companys principal investment objective is the realization
of long-term capital appreciation in the value of such
investments.

This report contains certain statements of a forward-looking
nature relating to future events or the future financial
performance of the Company and its investment portfolio
companies. Words such as may, will,
expect, believe, anticipate,
intend, could, estimate,
might, or continue or the negative or
other variations thereof or comparable terminology are intended
to identify forward-looking statements. Forward-looking
statements are included in this report pursuant to the Safe
 Harbor provision of the Private Securities Litigation
Reform Act of 1995. Such statements are only predictions and the
actual events or results may differ materially from the results
discussed in the forward-looking statements. Factors that could
cause or contribute to such differences include, but are not
limited to, those relating to investment capital demand, pricing,
 market acceptance, the effect of economic conditions, litigation
 and the effect of regulatory proceedings, competitive forces,
the results of financing and investing efforts, the ability to
complete transactions and other risks identified below or in the
Companys filings with the Commission. Readers are cautioned
 not to place undue reliance on these forward-looking statements,
 which speak only as of the date hereof. The Company undertakes
no obligation to publicly revise these forward-looking statements
 to reflect events or circumstances occurring after the date
hereof or to reflect the occurrence of unanticipated events. The
following analysis of the financial condition and results of
operation of the Company should be read in conjunction with the
Financial Statements, the Notes thereto and the other financial
information included elsewhere in this report.

Results of Operations

The Company began operations upon the completion of an initial
public offering on December 3, 1996. Its principal
investment objective is the realization of long-term capital
appreciation from investing primarily in the equity and
equity-linked debt securities of private companies. In addition,
the Company can invest, and has invested, a portion of its assets
 in post-venture small-cap public companies.

Pending the completion of equity and equity-linked debt security
investments that meet the Companys investment objectives,
available funds are invested in short-term securities. In
addition, whenever feasible in light of market conditions and the
 cash flow characteristics of its portfolio companies, the
Company seeks to provide an element of current income primarily
from interest and dividends paid by its portfolio companies.
Dividend and interest income on investments for the three months
ended March 31, 2000 and 1999 were $628,390 and $309,703
respectively. The significant components of total operating
expenses were fees of $400,065 and $347,665 to the Investment
Adviser during the three month periods ending March 31, 2000
 and 1999 respectively.

During the three months ended March 31, 2000 and
March 31, 1999 the Companys equity and equity-linked
debt security investments resulted in net realized and unrealized
 gains (losses) on investment transactions of $663,303 and
($1,055,263) respectively. The Company has invested in various
small capitalization public stocks which are subject to general
stock market and business conditions and the seven private
investments described below (See Liquidity and Capital
Resources). The 2000 and 1999 unrealized gains (losses) have been
 significantly influenced by these general stock market and
business conditions.

Liquidity and Capital Resources

At March 31, 2000, the Company had $16,947,857 in cash and
cash equivalents. The Company invested the proceeds of the
initial public offering on a short-term basis pending completion
of investments in equity and equity-linked debt securities of
private companies and post-venture small-cap public companies. At
 March 31, 2000, the cash was primarily invested in a United
 States Treasury security. Management believes that cash and cash
 equivalents together with proceeds from investments will provide
 the Company with the liquidity necessary

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Brantley Venture Partners II, L.P., Brantley Venture Partners
III, L.P. and Brantley Partners IV, L.P. (collectively, the
Partnerships) hold, in the aggregate, approximately
$200 million of venture capital private equity investments.
The Partnerships are related to the Investment Adviser in a
manner that requires the receipt, from the Commission, of an
exemption from certain provisions of the Act in order to permit,
under certain circumstances, the Company, the Investment Adviser
and the Partnerships to invest in the same portfolio companies.
As a result, the Company and the Partnerships filed an
application on March 6, 1997 with the Commission seeking an
exemptive order permitting the Company, under certain
circumstances, to invest in securities of issuers in which one of
 the Partnerships also intends to invest. The staff of the
Commission granted the exemptive order on November 18, 1997.

At March 31, 2000, the cost of equity and equity-linked debt
 security investments made by the Company to date was
$20.8 million and their aggregate market value was
$35.5 million for an aggregate fair market value
appreciation of 71%. Management believes the companies identified
 have significant potential for long-term growth in sales and
earnings. Brantley Capital Corporation continuously evaluate
opportunities to maximize the valuation of its investments. In
that regard, the Company periodically evaluate potential
acquisitions, financing transactions, initial public offerings,
strategic alliances, and sale opportunities involving its
portfolio companies. These transactions and activities are
generally not disclosed to the Companys shareholders and
the investing public until such time as the transactions are
publicly announced or completed, as the case may be. Any such
pending transaction could have an impact on the valuation of an
investment which is also generally not adjusted until the
transaction is publicly announced or completed.

The individually significant equity and equity-linked debt
security holdings of the Company at March 31, 2000 were
comprised of the following investments:

Business Essentials, Inc.

On April 22, 1999, the Company entered into a
$1.7 million commitment to invest with Brantley Partners IV,
 L.P. and Massey Burch Capital Corp. in a $10.0 million
preferred stock issue for Business Essentials, Inc.
(BEI). BEI is a $26.0 million office products
marketing and distribution company based in Nashville, Tennessee.
 The first $6.0 million of the commitment was funded to
launch an acquisition strategy focused on office distribution
companies serving primarily commercial and industrial customers.
The remaining commitment will be funded upon the closing of
additional acquisitions. As a result of the initial closing, the
Company has purchased 510,000 shares of Class A 8%
Convertible Preferred Stock at $2.00 per share.

Corporate Wings, Inc.

On December 23, 1997, the Company completed a
$2.1 million investment with Brantley Venture Partners III,
L.P. to purchase a $6.0 million preferred stock issue for
Corporate Wings, Inc. (Corporate Wings). The
Companys investment consists of approximately 644,000
shares of Corporate Wings Series A 8% Convertible Preferred
Stock at $3.26 per share. Corporate Wings businesses
include fixed base operations, related flight management services
 and inertial navigation systems repair services for private and
commercial aircraft from six locations. The proceeds of the
transaction were used by Corporate Wings to continue to execute
an acquisition strategy. Corporate Wings has been in business
since 1978 and had sales of approximately $40 million at the
 time of the Companys investment.

On December 29, 1998, the Company announced the completion
of a second private equity investment in Corporate Wings. As a
result, the Company purchased $962,500 of a $5.5 million
preferred stock transaction led by The Provident Bank. The
Companys purchase represents approximately 65,034 shares of
 a Class A 8% Convertible Preferred Stock at $14.80 per
share. Proceeds will be used to fund the expansion of Corporate
Wings Flight Option program and to continue to execute
their acquisition strategy. During 1998, Corporate Wings
completed the acquisition of Miller Aviation and grew to over
$125 million in annual revenues. As a result of the price of
 this subsequent financing, which was led by The Provident Bank,
and the operating performance of Corporate Wings during 1998, the
 market value of the Companys original investment in
Corporate Wings was

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On August 31, 1999, the Company announced the completion of
a third private equity investment in Corporate Wings. As a
result, Corporate Wings sold $20 million of Series B 8%
 Preferred Stock to a third party private equity group at $17.46
per share. Consistent with the Companys investment
procedures, this transaction resulted in a valuation increase on
the Corporate Wings investment of $1,886,030 or $.50 per share.
At March 31, 2000 the financial statement value of the
investment in Corporate Wings was $12,379,730, representing over
a 300% increase from its original purchase price.

Disposable Products Company, LLC

On August 10, 1998, the Company entered into an investment
led by Banc One Capital to provide $1.0 million of a
$3.0 million subordinated debt facility with warrants for
Disposable Products Company, LLC (DPC). DPC is an
acquisition strategy company in the business of manufacturing and
 converting paper and nonwoven materials into wiping products for
 sale to commercial, institutional, industrial and government
markets. In addition, DPC is a converter and reseller of other
safety and industrial/janitorial products. Proceeds of the
transaction were used to complete the first acquisition. Upon
completion of this acquisition, DPC had revenues of approximately
 $25 million. The terms of the debt facility call for a 12%
interest rate per annum with a final maturity five years from the
 closing. Brantley also received a detachable capital stock
purchase warrant exercisable into 5% of the fully-diluted capital
 stock of the company at the time of exercise at a nominal
exercise price. The proceeds of the facility were used to finance
 acquisitions.

Fitness Quest, Inc.

On December 16, 1997, the Company funded a
$1.35 million commitment to invest with Brantley Venture
Partners III, L.P. in a $3.85 million preferred stock issue
for Fitness Quest, Inc. (Fitness Quest). As a result,
 the Company purchased approximately 788,961 shares of Fitness
Quest Series A 10% Convertible Preferred Stock at $1.71 per
share. Fitness Quest is a direct marketing and distribution
company launching an acquisition strategy. A portion of the
proceeds were used by Fitness Quest for a management buy-out of
the company from its previous owner, The Time Warner Music Group,
 a 100% wholly owned subsidiary of Time Warner, Inc., and the
remainder was used for acquisitions. Fitness Quest has been in
the fitness promotional products business since 1994 and, at the
time of the purchase, had revenues at a $100 million annual sales
 rate level.

During 1997, Fitness Quest grew to $120 million in sales and
 improved its operating margins and profits. The Companys
Board of Directors, after a complete evaluation, made a
determination to increase the Companys market value in its
Fitness Quest investment in 1997 to $5,440,000 resulting in a
1997 unrealized gain of $4,090,000. This evaluation was based on
price to earnings ratios, cash flow multiples and other
appropriate financial measurements of similar private companies.
In 1998, the operating results of Fitness Quest were adversely
impacted by the cyclical nature of its business and one-time
expenses resulting from several acquisition transactions.
Consequently, 1998 sales were approximately $90 million
resulting in lower than expected profit margins.

In addition to the above Series A 10% Convertible Preferred
Stock, the Company has funded $1,751,300 to invest with Brantley
Venture Partners III, L.P. in a $ 3.5 million 10% senior
subordinated debt investments in Fitness Quest. In addition, the
Company received a warrant to purchase 181,172 shares of Fitness
Quest common stock for $.01 per share. The proceeds of the
investment were used to fund Fitness Quests working capital
 needs.

Health Care Solutions, Inc.

On September 30, 1997, the Company funded a
$1.5 million convertible junior subordinated promissory note
 facility for Health Care Solutions, Inc. (Health Care
Solutions). Health Care Solutions is an acquisition
strategy company in the home healthcare services market and is
currently at a $50 million annual sales rate level with a strong
presence in the Midwest and Great Lakes States region. The terms
of the notes call for an 18% interest rate per annum during the
first year and 12% per annum thereafter, with final maturity two
years from the closing. After the first year, the notes are
convertible into common stock at a price of $3.50 per share. In

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Health Care Solutions, Inc. recently completed a recapitalization
 plan including a 2 for 1 reverse stock split. As a result,
Brantley Capital Corporation has agreed to exchange its
convertible junior subordinated promissory note and accrued
interest thereon for 246,994 shares of Series C 8%
Convertible Preferred Stock at an exchange rate of $7.50 per
share. The warrants to purchase up to $450,000 of common stock at
 an exercise price of 10% of an IPO price or at $3.50 per share
will remain outstanding and will be adjusted to reflect the
reverse stock split.

National Rehab Partners, Inc.

On August 10, 1999, the Company announced the completion of
a $1.5 million commitment to invest with Brantley Partners
IV, L.P. in a $12.0 million preferred stock issue for
National Rehab Partners, Inc. (NRP). NRP is a Brentwood,
Tennessee rehabilitation management service company providing
rehabilitation services through acute care hospitals and hospital
 systems throughout the United States. NRP is the only national
rehabilitation company focused exclusively on helping hospitals
develop their outpatient rehabilitation services. The first
$8.0 million of the commitment was funded to complete the
acquisition of a group of rehabilitation management service
providers, resulting in NRP having an annualized consolidated
revenue base of approximately $25.0 million. The remaining
commitments are being funded upon the successful closing of
additional acquisitions. As a result of this commitment Brantley
Capital Corporation has purchased 2.2 million shares of
Class A 8% Convertible Preferred Stock.

Pediatric Physicians Alliance, Inc.

On January 28, 1999, the Company announced the completion of
 a $3.2 million commitment to invest with Brantley Venture
Partners III, L.P. in a $7.9 million preferred stock issue
for Pediatric Physicians Alliance, Inc. ( Pediatric
Physicians Alliance). Pediatric Physicians Alliance is a
physician practice management company that develops integrated
pediatric networks of care. The companys objective is to
develop the leading physician-based integrated pediatric
organization in the United States. The proceeds of the
transaction were used to complete the acquisition of a number of
physician practices. Upon acquiring these practices, Pediatric
Physicians Alliances annualized revenues were approximately
 $30 million. The Company also agreed to purchase 793,000
shares of Class A-2 10% Convertible Preferred Stock. In
addition to the above Class A-2 10% Convertible Preferred
Stock, the Company has funded $267,448 to invest with Brantley
Venture Partners III, L.P. in $668,619 of promissory notes, with
detachable warrants, in Pediatric Physicians Alliance. The notes
have a maturity date of September 29, 2001. The detachable
warrant is for the purchase of 30,000 shares of Pediatric
Physicians Alliance common stock at $4.00 per share.

Impact of Inflation

The Company does not believe that its business is materially
affected by inflation, other than the impact which inflation may
have on the securities markets, the valuations of business
enterprises and the relationship of such valuations to underlying
 earnings, all of which will influence the value of the
Companys investments.

Risks

Pursuant to Section 64(b)(1) of the Act, a business
development company is required to describe the risk factors
involved in an investment in the securities of such company due
to the nature of the companys investment portfolio.
Accordingly, the Company states that its objective is to achieve
capital appreciation through investments in businesses believed
to have favorable growth potential. Such businesses are often
undercapitalized small companies which can lack management depth
and have not yet attained levels of consistent profitability. The
 Companys private equity investments often include
securities which are subject to legal or contractual restrictions
 on resale, which restrictions adversely affect the liquidity and
 marketability of such securities.

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The Company considers the management of equity price risk
essential to conducting its business and maintaining its
profitability. The Company manages this risk by maintaining a
diverse portfolio of equity and equity-linked debt securities. A
portion of the Companys investment portfolio consists of
equity and equity-linked debt securities in private companies.
The Company would anticipate no impact on these investments from
modest changes in public market equity prices. However, should
significant changes in market prices occur, there could be a
longer-term effect on valuations of private companies, which
could affect the carrying value and the amount and timing of
gains realized on these investments. A portion of the
Companys investment portfolio also consists of common
stocks and warrants to purchase common stocks in publicly traded
companies. These investments are directly exposed to equity price
 risk, in that a hypothetical ten percent change in these equity
prices would result in a similar percentage change in the fair
market value of these investments.

Because of the speculative nature of the Companys
investments and the lack of any market for the securities
initially purchased by the Company, there is a significantly
greater risk of loss than is the case with traditional investment
 securities. The high-risk, long-term nature of the
Companys private equity investment activities may prevent
shareholders of the Company from achieving price appreciation and
 dividend distributions.




Item 3.  Quantitative and Qualitative Disclosures About
Market Risk

The information set forth under Item 2  Risks of this
Quarterly Report on Form 10-Q is incorporated herein by
reference.

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##### Table of Contents






PART II.   OTHER INFORMATION




Item 6.  Exhibits and Reports on Form 8-K



| |    |         
| | -- | --------
| | a. | Exhibits





| |    |                    
| | -- | -------------------
| | b. | Reports on Form 8-K



12



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.



| |                             
| | ----------------------------
| | BRANTLEY CAPITAL CORPORATION

|                   |  |                                                                                             
|------------------ |  | --------------------------------------------------------------------------------------------
|Date: May 15, 2000 |  | By: /s/ ROBERT P. PINKASRobert P. Pinkas
	Chairman of the Board and
	Chief Executive Officer
|                  
|Date: May 15, 2000 |  | By: /s/ TAB A. KEPLINGERTab A. Keplinger
	Vice President and
	Chief Financial Officer       

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##### Table of Contents






EXHIBIT INDEX

The following exhibits are filed with this report or are
incorporated herein by reference to a prior filing, in accordance
 with Rule 12b-32 under the Securities Exchange Act of 1934.
 (Asterisk denotes exhibits filed with this report.)

|             |  |                                                                                                                                                                                                                                       
|------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            
|            
|            
|            
|Exhibit 3    |  | Articles of Incorporation and By-laws                                                                                                                                                                                                 
|(1)          |  | Articles of Amendment and Restatement of the Charter of the
	Company (Exhibit 3.1 to the Annual Report on Form 10-K
	filed on March 31, 1999, which exhibit is incorporated
	herein by reference)                                     
|(2)          |  | Amended and Restated Bylaws of the Company (Exhibit 3.2 to
	the Annual Report on Form 10-K filed on March 31, 1999,
	 which exhibit is incorporated herein by reference)                                                              
|            
|            
|            
|            
|            
|Exhibit  4   |  | Form of Share Certificate (Exhibit 2.d to amendment
	No. 1 to the Registration Statement filed on
	October 31, 1996, which exhibit is incorporated herein by
	reference)                                                              
|            
|            
|            
|            
|            
|Exhibit  10  |  | Material Contracts                                                                                                                                                                                                                    
|(1)          |  | Dividend Reinvestment and Cash Purchase Plan (Exhibit 2.e to
	 Amendment No. 3 to the Registration Statement filed on
	November 27, 1996, which exhibit is incorporated herein by
	reference)                                         
|(2)          |  | Form of Investment Advisory Agreement between the Company and the
	 Investment Adviser (Exhibit 2.g to Amendment No. 3 to
	the Registration Statement filed on November 27, 1996, which
	 exhibit is incorporated herein by reference)
|(3)          |  | Stock Option Plan and Form of Option Grants (Exhibit 2.i.1
	to Amendment No. 2 to the Registration Statement filed on
	November 22, 1996, which exhibit is incorporated herein by
	reference)                                         
|(4)          |  | Disinterested Director Option Plan and Form of Option Grants
	(Exhibit 2.i.2 to Amendment No. 2 to the Registration
	Statement filed on November 22, 1996, which exhibit is
	incorporated herein by reference)                        
|(5)          |  | Form of Custodian Contract (Exhibit 2.j to Amendment
	No. 2 to the Registration Statement filed on November 22,
	1996, which exhibit is incorporated herein by reference)                                                             
|(6)          |  | Form of Registrar, Transfer Agency and Service Agreement
	(Exhibit 2.k.1 to Amendment No. 2 to the Registration
	Statement filed on November 22, 1996, which exhibit is
	incorporated herein by reference)                            
|(7)          |  | Form of Administration Agreement (Exhibit 2.k.2 to Amendment
	 No. 2 to the Registration Statement filed on November 22,
	1996, which exhibit is incorporated herein by reference)                                                    
|(8)          |  | Form of Indemnification Agreement for Directors and Officers
	(Exhibit 2.s to Amendment No. 2 to the Registration
	Statement filed on November 22, 1996, which exhibit is
	incorporated herein by reference)                          
|            
|            
|            
|            
|            
|Exhibit  27* |  | Financial Data Schedule                                                                                                                                                                                                               

14