TABLE OF CONTENTS




|                              |                                                                                              |                                                                 |  |  |  |  |  | 
|----------------------------- | -------------------------------------------------------------------------------------------- | --------------------------------------------------------------- |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION
|                              | Item 1. Financial Statements                                                                
|                              |                                                                                              | BRANTLEY CAPITAL CORPORATION BALANCE SHEETS                    
|                              |                                                                                              | BRANTLEY CAPITAL CORPORATION STATEMENTS OF OPERATIONS          
|                              |                                                                                              | BRANTLEY CAPITAL CORPORATION STATEMENTS OF STOCKHOLDERS EQUITY
|                              |                                                                                              | BRANTLEY CAPITAL CORPORATION STATEMENTS OF CASH FLOWS          
|                              | BRANTLEY CAPITAL CORPORATION NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)                  
|                              |                                                                                              | 1. Significant Accounting Policies                             
|                              |                                                                                              | 2. Investments, Cash and Cash Equivalents                      
|                              |                                                                                              | 3. Investment Advisory Agreement                               
|                              |                                                                                              | 4. Financial Highlights                                        
|                              | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operation
|                              |                                                                                              | Results of Operations                                          
|                              |                                                                                              | Financial Condition, Liquidity and Capital Resources           
|                              |                                                                                              | Impact of Inflation                                            
|                              | 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                



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##### Table of Contents





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 Quarterly Period Ended March 31, 2001 | Commission File Number: 814-00127

BRANTLEY CAPITAL CORPORATION




(Exact name of registrant as specified in its
charter)


|                                |  |                                        
|------------------------------- |  | ---------------------------------------
|Maryland                        |  | 34-1838462                             
|                                |  |                                        
|(State or other Jurisdiction of |  | (I.R.S. Employer Identification Number)
|Incorporation or Organization)  |  |                                        

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 

  No .

The number of shares of common stock outstanding as of
March 31, 2001 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,   |            |             
|                                                                                                                                                                |                                            | 2001        |            | December 31,
|                                                                                                                                                                |                                            | (Unaudited) |            | 2000        
|                                                                                                                                                                |                                            |             |            |             
|                                                                                                                                                                | ASSETS                                     |             |            |              |  |   |            |            | 
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Investments, at market                                                                                                                                          |                                            | $           | 41,537,454 |              |  | $ | 41,462,305 |           
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Cash and cash equivalents                                                                                                                                       |                                            |             | 14,798,597 |              |  |   | 14,882,432 |           
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Dividends and interest receivable                                                                                                                               |                                            |             | 2,401,521  |              |  |   | 2,103,811  |           
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Other assets                                                                                                                                                    |                                            |             | 20,761     |              |  |   | 22,950     |           
|                                                                                                                                                                |                                            |             |            |              |  |   |            |           
|                                                                                                                                                                | Total Assets                               |             | $          | 58,758,333   |  |   | $          | 58,471,498 | 
|                                                                                                                                                                |                                            |             |            |              |  |   |            |           
|                                                                                                                                                                | LIABILITIES AND STOCKHOLDERS EQUITY       |             |            |              |  |   |            |            | 
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Note payable                                                                                                                                                    |                                            | $           | 6,000,000  |              |  | $ | 6,000,000  |           
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Advisory fee payable                                                                                                                                            |                                            |             | 364,164    |              |  |   | 383,976    |           
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Accrued interest payable                                                                                                                                        |                                            |             | 135,081    |              |  |   |           |           
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Accrued professional fees                                                                                                                                       |                                            |             | 18,612     |              |  |   | 68,370     |           
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Other liabilities                                                                                                                                               |                                            |             | 133,598    |              |  |   | 76,133     |           
|                                                                                                                                                                |                                            |             |            |              |  |   |            |           
|                                                                                                                                                                | Total Liabilities                          |             |            | 6,651,455    |  |   |            | 6,528,479  | 
|                                                                                                                                                                |                                            |             |            |              |  |   |            |           
|Stockholders Equity:                                                                                                                                           |                                            |             |            |              |  |   |            |           
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Common Stock, $0.01 par value; 25,000,000 shares authorized and
	3,810,535 shares issued and outstanding at March 31, 2001
	and December 31, 2000, respectively |                                            |             | 38,105     |              |  |   | 38,105     |           
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Additional paid in capital                                                                                                                                      |                                            |             | 37,484,895 |              |  |   | 37,484,895 |           
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Retained earnings                                                                                                                                               |                                            |             | 14,583,878 |              |  |   | 14,420,019 |           
|                                                                                                                                                                |                                            |             |            |              |  |   |            |           
|                                                                                                                                                                | Total Stockholders Equity                 |             |            | 52,106,878   |  |   |            | 51,943,019 | 
|                                                                                                                                                                |                                            |             |            |              |  |   |            |           
|                                                                                                                                                                | Total Liabilities and Stockholders Equity |             | $          | 58,758,333   |  |   | $          | 58,471,498 | 
|                                                                                                                                                                |                                            |             |            |              |  |   |            |           
|Net Asset Value Per Share                                                                                                                                       |                                            | $           | 13.67      |              |  | $ | 13.63      |           
|                                                                                                                                                                |                                            |             |            |              |  |   |            |           

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 OPERATIONS

(Unaudited)

|                                                                                         |                                    |                 |           |                 |  |   |           |         | 
|---------------------------------------------------------------------------------------- | ---------------------------------- | --------------- | --------- | --------------- |  | - | --------- | ------- | 
|                                                                                         |                                    | For the quarter |           | For the quarter
|                                                                                         |                                    | ended           |           | ended          
|                                                                                         |                                    | March 31,       |           | March 31,      
|                                                                                         |                                    | 2001            |           | 2000           
|                                                                                         |                                    |                 |           |                
|Investment Income:                                                                       |                                    |                 |           |                 |  |   |           |        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                         | Interest                           |                 | $         | 168,505         |  |   | $         | 408,229 | 
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                         | Dividends                          |                 |           | 271,458         |  |   |           | 220,161 | 
|                                                                                         |                                    |                 |           |                 |  |   |           |        
|                                                                                         | Total investment income            |                 |           | 439,963         |  |   |           | 628,390 | 
|                                                                                         |                                    |                 |           |                 |  |   |           |        
|Operating Expenses:                                                                      |                                    |                 |           |                 |  |   |           |        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                         | Advisory fees                      |                 |           | 351,571         |  |   |           | 400,065 | 
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                         | Administration fees                |                 |           | 18,288          |  |   |           | 29,687  | 
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                         | Professional fees                  |                 |           | 99,110          |  |   |           | 35,804  | 
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                         | Other                              |                 |           | 147,668         |  |   |           | 62,316  | 
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                         | Interest on note payable           |                 |           | 135,081         |  |   |           |        | 
|                                                                                         |                                    |                 |           |                 |  |   |           |        
|                                                                                         | Total expenses                     |                 |           | 751,718         |  |   |           | 527,872 | 
|                                                                                         |                                    |                 |           |                 |  |   |           |        
|Investment Income (Loss), Net                                                            |                                    |                 | (311,755  | )               |  |   | 100,518   |        
|                                                                                         |                                    |                 |           |                 |  |   |           |        
|Net Realized and Unrealized Gains on Investments:                                        |                                    |                 |           |                 |  |   |           |        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                         | Net realized gain on investments   |                 |           | 407,096         |  |   |           | 258,127 | 
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                         | Net unrealized gain on investments |                 |           | 68,518          |  |   |           | 405,176 | 
|                                                                                         |                                    |                 |           |                 |  |   |           |        
|Net gain on investments                                                                  |                                    |                 | 475,614   |                 |  |   | 663,303   |        
|                                                                                         |                                    |                 |           |                 |  |   |           |        
|Net change in net assets resulting from operations                                       |                                    | $               | 163,859   |                 |  | $ | 763,821   |        
|                                                                                         |                                    |                 |           |                 |  |   |           |        
|Net change in net assets resulting from operations per share,
	primary and fully diluted |                                    | $               | 0.04      |                 |  | $ | 0.20      |        
|                                                                                         |                                    |                 |           |                 |  |   |           |        
|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.

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 |  |        |       |            |  |          |           |              |  |   | 1,879,315  |   |  |   | 1,879,315  |  
|                                          
|                                          
|                                          
|                                          
|Distributions from:                        |  |        |        |            |  |          |            |              |  |   |            |   |  |   |            |  
|                                          
|                                          
|                                          
|                                          
|Net investment income                      |  |        |       |            |  |          | (20,538    | )            |  |   | (112,831   | ) |  |   | (133,369   | )
|                                          
|                                          
|                                          
|                                          
|Net realized gains                         |  |        |       |            |  |          |           |              |  |   | (2,243,262 | ) |  |   | (2,243,262 | )
|                                           |  |        |        |            |  |          |            |              |  |   |            |   |  |   |            |  
|Balance at December 31, 2000               |  | $      | 38,105 |            |  | $        | 37,484,895 |              |  | $ | 14,420,019 |   |  | $ | 51,943,019 |  
|                                           |  |        |        |            |  |          |            |              |  |   |            |   |  |   |            |  
|Net increase in net assets from operations |  |        |       |            |  |          |           |              |  |   | 163,859    |   |  |   | 163,859    |  
|                                           |  |        |        |            |  |          |            |              |  |   |            |   |  |   |            |  
|Balance at March 31, 2001                  |  | $      | 38,105 |            |  | $        | 37,484,895 |              |  | $ | 14,583,878 |   |  | $ | 52,106,878 |  
|                                           |  |        |        |            |  |          |            |              |  |   |            |   |  |   |            |  

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

STATEMENTS OF CASH FLOWS

(Unaudited)

|                                                       |                                                                                                               |                                             |                                                      |                 |              |          |            |         |                |            |  
|------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------- | ------------------------------------------- | ---------------------------------------------------- | --------------- | ------------ | -------- | ---------- | ------- | -------------- | ---------- | -
|                                                       |                                                                                                               | For the quarter                             |                                                      | For the quarter
|                                                       |                                                                                                               | ended March 31,                             |                                                      | ended March 31,
|                                                       |                                                                                                               | 2001                                        |                                                      | 2000           
|                                                       |                                                                                                               |                                             |                                                      |                
|Cash Flows from Operating Activities:                  |                                                                                                               |                                             |                                                      |                 |              |          |            |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Net change in net assets resulting from operations:                                                           |                                             | $                                                    | 163,859         |              |          | $          | 763,821 |               
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Adjustments to reconcile net change in net assets resulting from
	operations to net cash used for operations: |                                             |                                                      |                 |              |          |            |         |               
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                               | Net realized gain from investments          |                                                      |                 | (407,096     | )        |            |         | (258,127       | )         
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                               | Net unrealized gain on investments          |                                                      |                 | (68,518      | )        |            |         | (405,176       | )         
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                               | Changes in assets and liabilities:          |                                                      |                 |              |          |            |         |                |           
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                               |                                             | Dividend and interest receivable                     |                 |              | (297,710 | )          |         |                | (167,876   | )
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                               |                                             | Other assets                                         |                 |              | 2,189    |            |         |                | 29,344     |  
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                               |                                             | Advisory fee payable                                 |                 |              | (19,812  | )          |         |                | 26,406     |  
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                               |                                             | Accrued professional fees                            |                 |              | (49,758  | )          |         |                | 39,252     |  
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                               |                                             | Dividends payable                                    |                 |              |         |            |         |                | (1,752,846 | )
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                               |                                             | Accrued interest payable                             |                 |              | 135,081  |            |         |                |           |  
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                               |                                             | Other liabilities                                    |                 |              | 57,465   |            |         |                | 76,914     |  
|                                                       |                                                                                                               |                                             |                                                      |                 |              |          |            |        
|                                                       |                                                                                                               | Net cash used for operating activities      |                                                      |                 | (484,300     | )        |            |         | (1,648,288     | )         
|                                                       |                                                                                                               |                                             |                                                      |                 |              |          |            |        
|Cash Flows from Investing Activities:                  |                                                                                                               |                                             |                                                      |                 |              |          |            |        
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                               | Purchases of investment securities          |                                                      |                 | (722,225     | )        |            |         | (1,041,947     | )         
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                               | Sales/ Maturities of investment securities  |                                                      |                 | 1,123,297    |          |            |         | 515,864        |           
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                               | Purchases of short-term investments         |                                                      |                 | (514,416,928 | )        |            |         | (1,076,794,042 | )         
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                               | Sales/ Maturities of short-term investments |                                                      |                 | 514,416,321  |          |            |         | 1,076,789,231  |           
|                                                       |                                                                                                               |                                             |                                                      |                 |              |          |            |        
|                                                       |                                                                                                               |                                             | Net cash provided by (used for) investing activities |                 |              | 400,465  |            |         |                | (530,894   | )
|                                                       |                                                                                                               |                                             |                                                      |                 |              |          |            |        
|Net change in cash and cash equivalents for the period |                                                                                                               |                                             | (83,835                                              | )               |              |          | (2,179,182 | )      
|                                                      
|                                                      
|                                                      
|                                                      
|Cash and cash equivalents, beginning of period         |                                                                                                               |                                             | 14,882,432                                           |                 |              |          | 19,127,039 |        
|                                                       |                                                                                                               |                                             |                                                      |                 |              |          |            |        
|Cash and cash equivalents, end of the period           |                                                                                                               | $                                           | 14,798,597                                           |                 |              | $        | 16,947,857 |        
|                                                       |                                                                                                               |                                             |                                                      |                 |              |          |            |        

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

5



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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
	(the 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 2000 Annual Report filed on
	Form 10-K dated December 31, 2000.
|
| | 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, 2001, the results
	of its operations for the quarter ended March 31, 2001, and
	its cash flows for the quarter ended March 31, 2001.
	Interim results are not necessarily indicative of results to be
	expected for a full fiscal year.                                                                                                                                                                                                                                                                                                                                                                       
|
| | 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
	National Market are 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, 2001 and December 31, 2000, the
	identified costs of investments, cash, and cash equivalents were
	$41,794,746 and $41,673,688, 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,
|                            |                 | 2001        |            | 2000        
|                            |                 | (Unaudited) |            | (Audited)   
|                            |                 |             |            |             
|Cash                        |                 | $           | 14,798,597 |              |  | $ | 6,152,253  |          
|United States Treasury Bill |                 |             |            |              |  |   |            |          
|                           
|                           
|                           
|                           
|                            | 5.25%, 1/4/2001 |             |            |             |  |   |            | 8,730,179 | 
|                            |                 |             |            |              |  |   |            |          
|                            |                 | $           | 14,798,597 |              |  | $ | 14,882,432 |          
|                            |                 |             |            |              |  |   |            |          




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, 2001,
	the Investment Adviser earned $351,571 under the Investment
	Advisory Agreement. Certain officers of the Company are also
	officers of the Investment Adviser.

6



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##### Table of Contents



BRANTLEY CAPITAL CORPORATION


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



| |                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------
| | No officer of the Investment Adviser receives any compensation
	from the Company for serving as an officer of the Company.




4. Financial Highlights

|                                                |  |                |       |                |  |   |       |     
|----------------------------------------------- |  | -------------- | ----- | -------------- |  | - | ----- | ----
|                                                |  | Quarter ended  |       | Quarter ended 
|                                                |  | March 31, 2001 |       | March 31, 2000
|                                                |  |                |       |               
|Net Asset Value, Beginning of the Period        |  | $              | 13.63 |                |  | $ | 13.76 |     
|                                                |  |                |       |                |  |   |       |     
|Income from investment operations:              |  |                |       |                |  |   |       |     
|                                               
|                                               
|                                               
|                                               
|Net investment (loss) income                    |  |                | (0.08 | )              |  |   | 0.03  |     
|                                               
|                                               
|                                               
|                                               
|Net realized and unrealized gain on investments |  |                | 0.12  |                |  |   | 0.17  |     
|                                                |  |                |       |                |  |   |       |     
|Total from investment operations                |  |                | 0.04  |                |  |   | 0.20  |     
|                                                |  |                |       |                |  |   |       |     
|Net Asset Value, End of Period                  |  | $              | 13.67 |                |  | $ | 13.96 |     
|                                                |  |                |       |                |  |   |       |     
|Market Value, End of Period                     |  | $              | 8.00  |                |  | $ | 10.75 |     
|                                                |  |                |       |                |  |   |       |     
|Total return, at Market Value                   |  |                | (7.25 | )%(1)          |  |   | 34.38 | %(1)
|                                                |  |                |       |                |  |   |       |     
|Total return, at Net Asset Value                |  |                | 0.29  | %(1)           |  |   | 1.50  | %(1)
|                                                |  |                |       |                |  |   |       |     



---



|    |               
|--- | --------------
|(1) | Not annualized

7



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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 Operation

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. 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, dividends, and fees paid
by its portfolio companies.

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. 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 results of financing and
investing efforts, minimum net asset value appreciation targets,
potential portfolio liquidity events, 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 operations 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 in the value of its investments.

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, dividends, and fees paid by its portfolio
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. Dividend and interest income on
investments for the three-months ended March 31, 2001 and
2000 were $439,963 and $628,390, respectively. The significant
components of total operating expenses were advisory fees of
$351,571 and $400,065 to the Investment Adviser during the three
months ended March 31, 2001 and 2000, respectively.

During the three months ended March 31, 2001, and 2000, the
Companys equity and equity-linked debt security
investments resulted in net realized and unrealized gains on
investment transactions of $475,614 and $663,303, respectively.
The Company has invested in various small capitalization public
stocks which are subject to general stock market and business
conditions and the nine private investments described below (See
Financial Condition, Liquidity and Capital Resources). The
unrealized gains have been significantly influenced by these
general stock market and business conditions.




Financial Condition, Liquidity and Capital Resources

At March 31, 2001, the Company had $14,798,597 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.
Management believes that cash and cash equivalents together with
proceeds from investments will provide the Company with the
liquidity necessary to pay operating expenses of the Company and
make follow-on investments. At March 31, 2001, the Company
had stockholders equity of $52,106,878, resulting in a net
asset value per share of $13.67.

8



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##### Table of Contents



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 required 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.

Consistent with the Companys current long-term objectives,
the Board of Directors has asked Brantley Capital Management
LLC, the Companys Investment Adviser, to recommend
measures to maximize stockholder value in the event that the net
asset value of the Company has not appreciated by a minimum of
15% per annum for the seven-year period ending December 31,
2003. Such measures could include, but are not limited to,
actions designed to provide stockholders with the opportunity to
realize the value of the Companys investment portfolio.
Management has been pleased with the performance of the
Companys portfolio companies since inception and believes
that liquidity opportunities that generally start presenting
themselves several years into a portfolio of this nature may
create gains for the Company over the next few years. Since the
Company is just beginning to enter this period of possible
liquidity events, it is appropriate to renew, and convey to
stockholders, the Companys planned goals and objectives
and to reassure stockholders that management intends to take
action if those goals and objectives are not met. However, this
is no indication that management does not expect to meet the
Companys goals. In fact, management believes that the
portfolio will continue to perform at a level sufficient to meet
the Companys net asset valuation target.

At March 31, 2001, the cost of equity and equity-linked
debt security investments made by the Company to date was
$27.0 million and their aggregate market value was
$41.5 million, for an aggregate fair market value
appreciation of 54%. Management believes the companies invested
in have significant potential for long-term growth in sales and
earnings. Since the completion of the Companys initial
public offering, management has focused its investment
activities on securing new investments for the Companys
portfolio. However, given the current nature of the portfolio
and the fact that the portfolio as a whole is maturing,
management is entering into a phase of the business plan which
emphasizes positioning the more mature portfolio companies for
appropriate liquidity events. As a result, the Company is
continuously monitoring portfolio company results and evaluating
opportunities to maximize the valuation of its investments. In
that regard, the Company periodically evaluates 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 stockholders and
the investing public until such time as the transactions are
publicly announced or completed, as the case may be. Any such
transaction could have an impact on the valuation of the
Companys investments, however, valuations would generally
not be 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, 2001 were
comprised of the following investments:

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 non-woven 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. The
terms of the debt facility call for a 12% interest rate per
annum with a final maturity in 2003. The Company also received a
detachable capital stock purchase warrant exercisable into 5% of
the fully-diluted capital stock of DPC at the time of exercise
at a nominal exercise price. On January 26, 2001 the
Company funded an additional $166,667, 12% promissory note of
Disposable Products Company, LLC.

9



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##### Table of Contents



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. 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. After a complete
evaluation, the Companys Board of Directors re-valued its
Fitness Quest investment 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. Since 1998, the
Company has shown significant improvement in its core operating
results with 2000 annual sales of approximately
$145 million.

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 investment 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. During the fourth quarter of
2000, the Company exchanged the senior subordinated debt
investment and related unpaid interest for 679,641 of Fitness
Quest, Inc. common stock.

Flight Options International, Inc.
(Formerly 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
Flight Options, Inc. (Flight Options). The
Companys investment consists of approximately 2,576,000
shares of Flight Options Series A 8% Convertible Preferred
Stock at $0.8152 per share. Flight Options provides complete
private air travel service through the sale of fractional
interests in pre-owned jet aircraft. The proceeds of the
transaction were used by Flight Options to continue to execute
an acquisition strategy. Flight Options 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 Flight Options. 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 260,135 shares
of a Class A 8% Convertible Preferred Stock at $3.70 per share.
Proceeds were used to fund the expansion of the Flight Options
program and to continue to execute their acquisition strategy.
During 1998, Flight Options completed the acquisition of Miller
Aviation. As a result of the price of this subsequent financing
and the operating performance of Flight Options during 1998, the
market value of the Companys original investment was
increased to $9,531,760, resulting in an unrealized gain of
$7,431,760. This valuation was based on the $3.70 per share
price negotiated by The Provident Bank and approved by the
Companys Board of Directors.

On August 31, 1999, the Company announced the completion of
a third private equity investment in Flight Options. As a
result, Flight Options sold $20 million of Series B 8%
Preferred Stock to a third party private equity group at $4.365
per share. Consistent with the Companys investment
procedures, this transaction resulted in a valuation increase on
the Flight Options investment of $1,886,030 or $0.50 per share.

On July 11, 2000, the Company guaranteed a portion of
Flight Options third-party borrowings. As a result, the
Company was issued a warrant to purchase 36,000 shares of common
stock of Flight Options at a price of $0.01 per share.
Management believes, based on current facts and circumstances
and Flight Options financial position, that the likelihood
of a payment pursuant to such guarantee is remote.

10



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##### Table of Contents



On December 12, 2000 the Company purchased
$2.5 million, or 469,925 shares, of Class C 8%
Preferred Stock at $5.32 per share. Proceeds of the transaction
were used to fund the continued expansion of the fractional
ownership program.

At March 31, 2001, the financial statement value of the
investment in Flight Options was $15,036,511, representing over
a 170% increase from its original purchase price. The commentary
above reflects a four-for-one stock split executed in 2000. All
share and per share amounts have been adjusted to reflect such
stock split.

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 with a
strong presence in the Midwest and Great Lakes region. The terms
of the notes called 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 were
convertible into common stock at a price of $3.50 per share. In
connection with its commitment to provide this facility, the
Company received warrants to purchase up to $450,000 of common
stock valued at an exercise price of 10% of an initial public
offering (IPO) price completed during the term of
the notes, or at $3.50 per share should the warrants be
exercised other than in connection with an IPO. The warrants are
currently exercisable. The proceeds of the notes were used by
Health Care Solutions to help finance acquisitions.

Health Care Solutions, has completed a re-capitalization plan,
including a two-for-one reverse stock split. As a result, the
Company 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.

In addition to the above Series C 8% Convertible Preferred
Stock, the Company has funded a $500,000 and a $299,000 12%
Convertible Subordinated Note. As part of this transaction, the
Company received a warrant to purchase up to $50,000 of Health
Care Solutions, Common Stock at an exercise price equal to the
lower of a price as determined by an initial public offering or
$7.50 per share. On March 7, 2001, the Company agreed to
exchange the $500,000 Convertible Subordinated Note for 71,880
shares of Series D Convertible Preferred Stock.

The Holland Group, Inc.

On July 13, 2000, the Company closed on a $2.1 million
commitment to invest with Brantley Partners IV, L.P. in a
$8.5 million preferred stock issue of The Holland Group,
Inc. (Holland). Holland is a provider of temporary
staffing and human resource management services that currently
operates 35 branches in five states. As a result of this
transaction, the Company purchased 282,530 shares of
Series A 8% Convertible Preferred Stock.

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. The remaining commitments are
being funded upon the successful closing of additional
acquisitions. As a result of this commitment, the Company
purchased 2.2 million shares of Class A 8% Convertible
Preferred Stock. On January 10, 2001, the Company funded a
$26,126 10% promissory note of NRP.

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

11



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Prime Office Products, Inc. (Formerly
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 Prime Office Products, Inc.
(Prime). Prime is an 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 purchased 510,000 shares of Class A 8% Convertible
Preferred Stock at $2.00 per share.

Value Creation Partners, Inc.

On June 14, 2000, the Company completed a $2.1 million
commitment to invest with Brantley Partners IV, L.P. in a
$23.8 million preferred stock issue for Value Creation
Partners, Inc. (VCP). VCP is an acquisition strategy
investment in the food and beverage industry. The proceeds of
the transaction were used to complete the acquisition of Best
Brands, Inc., one of the six largest manufacturers and
distributors of a complete line of premium ingredients, mixes
and products, including equipment, for all segments of the
baking industry. Its products are sold primarily to retail
bakeries, bakery distributors, supermarket in-store bakeries,
food wholesalers and food service establishments. As a result of
this transaction, the Company has purchased approximately 35,000
and 269,989 shares of 8% Convertible Preferred stock at $5.00
and $7.30 per share, respectively.




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.




Item 3.  Quantitative and Qualitative Disclosures
About Market Risk

A business development company is required to describe the risk
factors involved in an investment in the securities of a
business development company due to the nature of the
companys investment portfolio and capital structure.
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
small, undercapitalized companies that can lack management depth
and have not yet attained consistent levels of profitability.
The Companys private equity and equity-linked debt
security investments often include securities that are subject
to legal or contractual restrictions on resale, that adversely
affect the liquidity and marketability of such securities.

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 anticipates 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
long-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 stock and warrants
to purchase common stock 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.

12



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##### Table of Contents



The portion of the Companys investment portfolio
consisting of equity and equity-linked debt securities in
private companies is also subject to valuation risk. Investments
are stated at fair value as defined in the Act and
in the applicable regulations of the Commission. All assets are
valued at fair value as determined in good faith by, or under
the direction of, the Board of Directors. Because there is
typically no public market for the equity and equity-linked debt
securities in which the Company invests, the valuation of the
equity interests in the Companys portfolio is subject to
the estimates of the Companys Board of Directors in
accordance with the Companys Investment Valuation
Guidelines. In the absence of a readily ascertainable market
value, the estimated value of the Companys portfolio of
equity and equity-linked debt securities may differ
significantly from the values that would be placed on the
portfolio if a ready market for the investments existed. Any
changes in valuation are recorded in the Companys
consolidated statements of operations as Net unrealized
gain (loss) on 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
stockholders of the Company from achieving price appreciation
and dividend distributions.

13



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##### Table of Contents






PART II. OTHER INFORMATION




Item 6.  Exhibits and Reports on Form 8-K

|   |  |                                                                                                         
|-- |  | --------------------------------------------------------------------------------------------------------
|a. |  | Exhibits
	Reference is made to the Exhibit Index that is found on
	page 16 of this Form 10-Q.           
|  
|b. |  | Reports on Form 8-K
	During the quarter ended March 31, 2001, the Company filed
	no reports on Form 8-K.

14



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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, 2001 |  | By: /s/ ROBERT P. PINKASRobert P. Pinkas
	Chairman of the Board and
	Chief Executive Officer
|                  
|Date: May 15, 2001 |  | By: /s/ TAB A. KEPLINGERTab A. Keplinger
	Vice President and
	Chief Financial Officer       

15



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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)                        

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