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 CASH FLOWS          
|                                                                                              |                                                                            | BRANTLEY CAPITAL CORPORATION STATEMENTS OF STOCKHOLDERS EQUITY
|                                                                                              | 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 Operations
|                                                                                              | Results of Operations                                                     
|                                                                                              | Liquidity and Capital Resources                                           
|                                                                                              | Impact of Inflation                                                       
|                                                                                              | Risks                                                                     
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|PART II. OTHER INFORMATION                                                                   
|Item 4. Submission of Matters to a vote of Security Holders                                  
|Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                                                                                   
|EXHIBIT INDEX                                                                                
|Exhibit 27                                                                                   



---



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 September 30, 2000 | 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 [X]  No [   ].

The number of shares of common stock outstanding as of
September 30, 2000 was 3,810,535.





---



##### Table of Contents






PART I.   FINANCIAL INFORMATION




Item 1.  Financial Statements




BRANTLEY CAPITAL CORPORATION

BALANCE SHEETS

|                                                                                                                                                                    |                                            |               |            |              |  |   |            |            | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------------- | ---------- | ------------ |  | - | ---------- | ---------- | 
|                                                                                                                                                                    |                                            | September 30, |            |             
|                                                                                                                                                                    |                                            | 2000          |            | December 31,
|                                                                                                                                                                    |                                            | (Unaudited)   |            | 1999        
|                                                                                                                                                                    |                                            |               |            |             
|                                                                                                                                                                    | ASSETS                                     |               |            |              |  |   |            |            | 
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|Cash and cash equivalents (Note 2)                                                                                                                                  |                                            | $             | 14,213,315 |              |  | $ | 19,127,039 |           
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|Investments, at market (Note 2)                                                                                                                                     |                                            |               | 38,194,541 |              |  |   | 34,502,138 |           
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|Dividends and interest receivable                                                                                                                                   |                                            |               | 2,044,951  |              |  |   | 1,235,462  |           
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|Other assets                                                                                                                                                        |                                            |               | 49,899     |              |  |   | 126,793    |           
|                                                                                                                                                                    |                                            |               |            |              |  |   |            |           
|                                                                                                                                                                    | Total Assets                               |               | $          | 54,502,706   |  |   | $          | 54,991,432 | 
|                                                                                                                                                                    |                                            |               |            |              |  |   |            |           
|                                                                                                                                                                    | LIABILITIES AND STOCKHOLDERS EQUITY       |               |            |              |  |   |            |            | 
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|Liabilities:                                                                                                                                                        |                                            |               |            |              |  |   |            |           
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|Payable for investments purchased                                                                                                                                   |                                            | $             |           |              |  | $ | 243,662    |           
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|Advisory fee payable (Note 3)                                                                                                                                       |                                            |               | 383,167    |              |  |   | 365,884    |           
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|Accrued professional fees                                                                                                                                           |                                            |               | 16,833     |              |  |   | 85,720     |           
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|Dividends payable                                                                                                                                                   |                                            |               |           |              |  |   | 1,752,847  |           
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|Other liabilities                                                                                                                                                   |                                            |               | 79,870     |              |  |   | 102,984    |           
|                                                                                                                                                                    |                                            |               |            |              |  |   |            |           
|                                                                                                                                                                    | Total Liabilities                          |               | $          | 479,870      |  |   | $          | 2,551,097  | 
|                                                                                                                                                                    |                                            |               |            |              |  |   |            |           
|Stockholders Equity:                                                                                                                                               |                                            |               |            |              |  |   |            |           
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|Common Stock, $0.01 par value; 25,000,000 shares authorized and
	3,810,535 shares issued and outstanding at September  30,
	2000 and December 31, 1999 respectively |                                            | $             | 38,105     |              |  | $ | 38,105     |           
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|Additional paid in capital                                                                                                                                          |                                            |               | 37,505,433 |              |  |   | 37,505,433 |           
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|Retained earnings                                                                                                                                                   |                                            |               | 16,479,298 |              |  |   | 14,896,797 |           
|                                                                                                                                                                    |                                            |               |            |              |  |   |            |           
|                                                                                                                                                                    | Total Stockholders Equity                 |               |            | 54,022,836   |  |   |            | 52,440,335 | 
|                                                                                                                                                                    |                                            |               |            |              |  |   |            |           
|                                                                                                                                                                    | Total Liabilities and Stockholders Equity |               | $          | 54,502,706   |  |   | $          | 54,991,432 | 
|                                                                                                                                                                    |                                            |               |            |              |  |   |            |           
|Net Asset Value Per Share                                                                                                                                           |                                            | $             | 14.18      |              |  | $ | 13.76      |           
|                                                                                                                                                                    |                                            |               |            |              |  |   |            |           

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



---



##### Table of Contents






BRANTLEY CAPITAL CORPORATION

STATEMENTS OF OPERATIONS

(Unaudited)

|                                                                          |                                         |                              |           |                 |         |   |           |           |         | 
|------------------------------------------------------------------------- | --------------------------------------- | ---------------------------- | --------- | --------------- | ------- | - | --------- | --------- | ------- | 
|                                                                          |                                         | For the quarter              |           | For the quarter
|                                                                          |                                         | ended                        |           | ended          
|                                                                          |                                         | September 30,                |           | September 30,  
|                                                                          |                                         | 2000                         |           | 1999           
|                                                                          |                                         |                              |           |                
|Investment Income:                                                        |                                         |                              |           |                 |         |   |           |          
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          |                                         | Interest and dividend income |           | $               | 629,691 |   |           | $         | 328,380 | 
|                                                                          |                                         |                              |           |                 |         |   |           |          
|Operating Expenses:                                                       |                                         |                              |           |                 |         |   |           |          
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Advisory fees                           |                              |           | 382,576         |         |   |           | 355,853   |        
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Administration fees                     |                              |           | 18,853          |         |   |           | 18,779    |        
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Professional fees                       |                              |           | 36,198          |         |   |           | 34,127    |        
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Other                                   |                              |           | 74,162          |         |   |           | 62,370    |        
|                                                                          |                                         |                              |           |                 |         |   |           |          
|                                                                          | Total expenses                          |                              |           | 511,789         |         |   |           | 471,129   |        
|                                                                          |                                         |                              |           |                 |         |   |           |          
|Net Investment Income (Loss)                                              |                                         | $                            | 117,902   |                 |         | $ | (142,749  | )        
|                                                                          |                                         |                              |           |                 |         |   |           |          
|Net Realized and Unrealized Gains (Losses) on Investments:                |                                         |                              |           |                 |         |   |           |          
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Net realized gain (loss) on investments |                              |           | 215,534         |         |   |           | (442,718  | )      
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Net unrealized gain on investments      |                              |           | 447,782         |         |   |           | 2,122,672 |        
|                                                                          |                                         |                              |           |                 |         |   |           |          
|Net gain on investments                                                   |                                         |                              | 663,316   |                 |         |   | 1,679,954 |          
|                                                                          |                                         |                              |           |                 |         |   |           |          
|Net change in net assets resulting from operations                        |                                         | $                            | 781,218   |                 |         | $ | 1,537,205 |          
|                                                                          |                                         |                              |           |                 |         |   |           |          
|Net Income per Share, Primary and Fully Diluted                           |                                         | $                            | 0.21      |                 |         | $ | 0.40      |          
|                                                                          |                                         |                              |           |                 |         |   |           |          
|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.



---



##### Table of Contents



BRANTLEY CAPITAL CORPORATION

STATEMENTS OF OPERATIONS

(Unaudited)

|                                                                          |                                           |                              |           |                 |           |   |           |           |         | 
|------------------------------------------------------------------------- | ----------------------------------------- | ---------------------------- | --------- | --------------- | --------- | - | --------- | --------- | ------- | 
|                                                                          |                                           | For nine months              |           | For nine months
|                                                                          |                                           | ended                        |           | ended          
|                                                                          |                                           | September 30,                |           | September 30,  
|                                                                          |                                           | 2000                         |           | 1999           
|                                                                          |                                           |                              |           |                
|Investment Income:                                                        |                                           |                              |           |                 |           |   |           |          
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          |                                           | Interest and dividend income |           | $               | 1,798,589 |   |           | $         | 941,550 | 
|                                                                          |                                           |                              |           |                 |           |   |           |          
|Operating Expenses:                                                       |                                           |                              |           |                 |           |   |           |          
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Advisory fees                             |                              |           | 1,157,586       |           |   |           | 1,053,870 |        
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Administration fees                       |                              |           | 56,148          |           |   |           | 56,220    |        
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Professional fees                         |                              |           | 107,806         |           |   |           | 119,927   |        
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Other                                     |                              |           | 220,874         |           |   |           | 256,143   |        
|                                                                          |                                           |                              |           |                 |           |   |           |          
|                                                                          | Total expenses                            |                              |           | 1,542,414       |           |   |           | 1,486,160 |        
|                                                                          |                                           |                              |           |                 |           |   |           |          
|Net Investment Income (Loss)                                              |                                           | $                            | 256,175   |                 |           | $ | (544,610  | )        
|                                                                          |                                           |                              |           |                 |           |   |           |          
|Net Realized and Unrealized Gains (Losses) on Investments:                |                                           |                              |           |                 |           |   |           |          
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Net realized gain on investments          |                              |           | 1,506,459       |           |   |           | 807,578   |        
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Net unrealized (loss) gain on investments |                              |           | (180,133        | )         |   |           | 936,319   |        
|                                                                          |                                           |                              |           |                 |           |   |           |          
|Net gain on investments                                                   |                                           |                              | 1,326,326 |                 |           |   | 1,743,897 |          
|                                                                          |                                           |                              |           |                 |           |   |           |          
|Net change in net assets resulting from operations                        |                                           | $                            | 1,582,501 |                 |           | $ | 1,199,287 |          
|                                                                          |                                           |                              |           |                 |           |   |           |          
|Net Income per Share, Primary and Fully Diluted                           |                                           | $                            | 0.42      |                 |           | $ | 0.31      |          
|                                                                          |                                           |                              |           |                 |           |   |           |          
|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.



---



##### Table of Contents






BRANTLEY CAPITAL CORPORATION

STATEMENTS OF CASH FLOWS

(Unaudited)

|                                                       |                                                                                                                 |                                             |                                          |                     |                |            |            |           |                |            |  
|------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------- | ------------------------------------------- | ---------------------------------------- | ------------------- | -------------- | ---------- | ---------- | --------- | -------------- | ---------- | -
|                                                       |                                                                                                                 | For nine months                             |                                          | For nine months    
|                                                       |                                                                                                                 | ended September 30,                         |                                          | ended September 30,
|                                                       |                                                                                                                 | 2000                                        |                                          | 1999               
|                                                       |                                                                                                                 |                                             |                                          |                    
|Cash Flows from Operating Activities:                  |                                                                                                                 |                                             |                                          |                     |                |            |            |          
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Net change in net assets resulting from operations:                                                             |                                             | $                                        | 1,582,501           |                |            | $          | 1,199,287 |               
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Adjustments to reconcile net change in net assets resulting from
	operations to net cash (used for) operations: |                                             |                                          |                     |                |            |            |           |               
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                                 | Net realized (gain) on investments          |                                          |                     | (1,506,459     | )          |            |           | (807,578       | )         
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                                 | Net unrealized loss (gain) on investments   |                                          |                     | 180,133        |            |            |           | (936,319       | )         
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                                 | Changes in assets and liabilities:          |                                          |                     |                |            |            |           |                |           
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                                 |                                             | Dividends and interest receivable        |                     |                | (809,489   | )          |           |                | (104,541   | )
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                                 |                                             | Organization costs                       |                     |                |           |            |           |                | 96,376     |  
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                                 |                                             | Other assets                             |                     |                | 76,894     |            |           |                | (36,558    | )
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                                 |                                             | Advisory fee payable                     |                     |                | 17,283     |            |           |                | (10,869    | )
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                                 |                                             | Accrued professional fees                |                     |                | (68,887    | )          |           |                | (15,160    | )
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                                 |                                             | Dividends payable                        |                     |                | (1,752,847 | )          |           |                |           |  
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                                 |                                             | Other liabilities                        |                     |                | (23,112    | )          |           |                | 278,999    |  
|                                                       |                                                                                                                 |                                             |                                          |                     |                |            |            |          
|                                                       |                                                                                                                 | Net cash (used for) operating activities    |                                          |                     | (2,303,983     | )          |            |           | (336,363       | )         
|                                                       |                                                                                                                 |                                             |                                          |                     |                |            |            |          
|Cash Flows from Investing Activities:                  |                                                                                                                 |                                             |                                          |                     |                |            |            |          
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                                 | Purchases of investment securities          |                                          |                     | (5,904,402     | )          |            |           | (13,646,043    | )         
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                                 | Sales/ Maturities of investment securities  |                                          |                     | 3,302,689      |            |            |           | 8,258,867      |           
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                                 | Purchases of short-term investments         |                                          |                     | (2,996,432,616 | )          |            |           | (3,487,924,517 | )         
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                                 | Sales/ Maturities of short-term investments |                                          |                     | 2,996,424,588  |            |            |           | 3,487,882,853  |           
|                                                       |                                                                                                                 |                                             |                                          |                     |                |            |            |          
|                                                       |                                                                                                                 |                                             | Net cash (used for) investing activities |                     |                | (2,609,741 | )          |           |                | (5,428,840 | )
|                                                       |                                                                                                                 |                                             |                                          |                     |                |            |            |          
|Net change in cash and cash equivalents for the period |                                                                                                                 |                                             | (4,913,724                               | )                   |                |            | (5,765,203 | )        
|                                                       |                                                                                                                 |                                             |                                          |                     |                |            |            |          
|Cash and cash equivalents, beginning of period         |                                                                                                                 |                                             | 19,127,039                               |                     |                |            | 22,973,379 |          
|                                                       |                                                                                                                 |                                             |                                          |                     |                |            |            |          
|Cash and cash equivalents, end of the period           |                                                                                                                 | $                                           | 14,213,315                               |                     |                | $          | 17,208,176 |          
|                                                       |                                                                                                                 |                                             |                                          |                     |                |            |            |          

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



---



##### 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 |  |        |       |            |  |          |           |              |  |   | 1,582,501  |   |  |   | 1,582,501  |  
|                                           |  |        |        |            |  |          |            |              |  |   |            |   |  |   |            |  
|Balance at September 30, 2000              |  | $      | 38,105 |            |  | $        | 37,505,433 |              |  | $ | 16,479,298 |   |  | $ | 54,022,836 |  
|                                           |  |        |        |            |  |          |            |              |  |   |            |   |  |   |            |  

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



---



##### Table of Contents






BRANTLEY CAPITAL CORPORATION

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)




1.  Significant Accounting Policies



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The interim financial statements have been prepared by Brantley
	Capital Corporation (the Company) pursuant to the
	rules and regulations of the Securities and Exchange Commission
	applicable to quarterly reports on Form 10-Q. Certain
	information and footnote disclosures normally included in
	financial statements prepared in accordance with generally
	accepted accounting principles have been condensed or omitted
	pursuant to such rules and regulations, although management
	believes that the disclosures are adequate to make the
	information presented not misleading. These financial statements
	should be read in conjunction with the audited financial
	statements and related notes and schedules included in the
	Companys 1999 Annual Report filed on Form 10-K dated
	December 31, 1999.
|
| | In the opinion of management, the unaudited financial statements
	reflect all adjustments, all of which are of a normal recurring
	nature, necessary to present fairly the financial position of
	the Company as of September 30, 2000, the results of its
	operations for the nine month period ended September 30,
	2000, the results of its operations for the three month period
	ended September 30, 2000, and its cash flows for the nine
	month period ended September 30, 2000. Interim results are
	not necessarily indicative of results to be expected for a full
	fiscal year.                                                                                                                                                                                                                                
|
| | In April 1998, the American Institute of Certified Public
	Accountants issued Statement of Position (SOP) 98-5,
	Reporting the Costs of Start-Up Activities, which requires that
	costs related to start-up activities be expensed as incurred.
	Prior to 1998, the Company capitalized its legal and other
	professional fees incurred in connection with organizing the
	Company. The Company adopted the provisions of the SOP as of
	January 1, 1999. The effect of the adoption of SOP 98-5 was
	to decrease income from continuing operations in 1999 by $96,376
	($0.03 per share) to expense costs that had been previously
	capitalized prior to 1999.                                                                                                                                                         
|
| | Privately placed securities are carried at fair value as
	determined in good faith by or under the direction of the Board
	of Directors. Generally, the fair value of each security will
	initially be based primarily upon its original cost to the
	Company. Cost will be the primary factor used to determine fair
	value on an ongoing basis until significant developments or
	other factors affecting the investment (such as results of the
	portfolio companys operations, changes in the general
	market conditions, subsequent financings or the availability of
	market quotations) provide a basis for value other than cost
	valuation.                                                                                                                                                                     
|
| | Portfolio investments listed on an exchange or traded on NASDAQ
	will be valued at the closing price listed on their respective
	exchange or system on the date of valuation. Securities traded
	in the over-the-counter market will be valued on the average of
	the closing bid and asked prices on the day of valuation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | Debt securities with 60 days or less remaining to maturity
	will be valued at amortized cost.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             




2.  Investments, Cash and Cash Equivalents



| |                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
| | As of September 30, 2000 and December 31, 1999, the
	identified costs of investments, cash, and cash equivalents were
	$38,303,084 and $39,342,923, respectively.



---



##### Table of Contents



BRANTLEY CAPITAL CORPORATION


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



| |                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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:

|                            |                   |               |            |              |  |   |            |            | 
|--------------------------- | ----------------- | ------------- | ---------- | ------------ |  | - | ---------- | ---------- | 
|                            |                   | September 30, |            | December 31,
|                            |                   | 2000          |            | 1999        
|                            |                   |               |            |             
|                            |                   | (Unaudited)   |            | (Audited)   
|                           
|                           
|                           
|                           
|Cash                        |                   | $             | 3,543      |              |  | $ | 4,891      |           
|United States Treasury Bill |                   |               |            |              |  |   |            |           
|                           
|                           
|                           
|                           
|                            | 5.80%, 10/12/2000 |               |            | 14,209,772   |  |   |            |            | 
|                           
|                           
|                           
|                           
|                            | 4.85%, 2/17/2000  |               |            |              |  |   |            | 19,122,148 | 
|                            |                   |               |            |              |  |   |            |           
|                            |                   | $             | 14,213,315 |              |  | $ | 19,127,039 |           
|                            |                   |               |            |              |  |   |            |           




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 nine months ended September 30,
	2000, the Investment Adviser earned $1,157,586 under the
	Investment Advisory Agreement. Certain officers of the Company
	are also officers of the Investment Adviser. No officer of the
	Investment Adviser receives any compensation from the Company
	for serving as officer of the Company.




4.  Financial Highlights

|                                         |  |                 |       |                 |  |   |       |  
|---------------------------------------- |  | --------------- | ----- | --------------- |  | - | ----- | -
|                                         |  | For nine months |       | For nine months
|                                         |  | ended           |       | ended          
|                                         |  | September 30,   |       | September 30,  
|                                         |  | 2000            |       | 1999           
|                                         |  |                 |       |                
|Net Asset Value, Beginning of the Period |  | $               | 13.76 |                 |  | $ | 13.11 |  
|                                        
|                                        
|                                        
|                                        
|Income from investment operations:       |  |                 |       |                 |  |   |       |  
|                                        
|                                        
|                                        
|                                        
|Net Income (Loss)                        |  |                 | 0.07  |                 |  |   | (0.14 | )
|                                        
|                                        
|                                        
|                                        
|Net Gain on Investments                  |  |                 | 0.35  |                 |  |   | 0.45  |  
|                                         |  |                 |       |                 |  |   |       |  
|Total from investment operations:        |  |                 | 0.42  |                 |  |   | 0.31  |  
|                                         |  |                 |       |                 |  |   |       |  
|Net Asset Value, End of the Period       |  | $               | 14.18 |                 |  | $ | 13.42 |  
|                                         |  |                 |       |                 |  |   |       |  
|Market Value, End of the Period          |  | $               | 8.63  |                 |  | $ | 7.44  |  
|                                         |  |                 |       |                 |  |   |       |  
|Total Return, At Market Value            |  |                 | 7.81  | %               |  |   | 4.39  | %
|                                        
|                                        
|                                        
|                                        
|Total Return, At NAV                     |  |                 | 3.02  | %               |  |   | 2.36  | %



---



##### Table of Contents








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

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

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




Results of Operations

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

Pending the completion of equity and equity-linked debt security
investments that meet the Companys investment objectives,
available funds are invested in short-term securities. In
addition, whenever feasible in light of market conditions and
the cash flow characteristics of its portfolio companies, the
Company seeks to provide an element of current income primarily
from interest and dividends paid by its portfolio companies.
Dividend and interest income on investments for the nine months
ended September 30, 2000 and 1999 were $1,798,589 and
$941,550 respectively. The significant components of total
operating expenses were advisory fees of $1,157,586 and
$1,053,870 to the Investment Adviser during the nine month
periods ending September 30, 2000 and 1999 respectively.

During the nine months ended September 30, 2000 and
September 30, 1999 the Companys equity and
equity-linked debt security investments resulted in net realized
and unrealized gains on investment transactions of $1,326,326
and $1,743,897 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 Liquidity and Capital
Resources). The 2000 and 1999 unrealized gains have been
significantly influenced by these general stock market and
business conditions, as well as the August 31, 1999
revaluation of Flight Options, Inc., as more fully described
below (See Liquidity and Capital Resources).




Liquidity and Capital Resources

At September 30, 2000, the Company had $14,213,315 in cash
and cash equivalents. The Company invested the proceeds of the
initial public offering on a short-term basis pending completion
of investments in equity and equity-linked debt securities of
private companies and post-venture small-cap public companies.
At September 30, 2000, the cash was primarily invested in a
United States Treasury security. Management believes that cash
and cash equivalents together with proceeds from investments
will provide the Company with the liquidity



---



##### 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 requires the receipt, from the Commission, of an
exemption from certain provisions of the Act in order to permit,
under certain circumstances, the Company, the Investment Adviser
and the Partnerships to invest in the same portfolio companies.
As a result, the Company and the Partnerships filed an
application on March 6, 1997 with the Commission seeking an
exemptive order permitting the Company, under certain
circumstances, to invest in securities of issuers in which one
of the Partnerships also intends to invest. The staff of the
Commission granted the exemptive order on November 18, 1997.

At September 30, 2000, the cost of equity and equity-linked
debt security investments made by the Company to date was
$24.1 million and their aggregate market value was
$38.2 million, for an aggregate fair market value
appreciation of 59%. Management believes the companies
identified 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 shareholders 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 September 30, 2000 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 nonwoven materials into wiping products
for sale to commercial, institutional, industrial and government
markets. In addition, DPC is a converter and reseller of other
safety and industrial/janitorial products. Proceeds of the
transaction were used to complete the first acquisition. The
terms of the debt facility call for a 12% interest rate per
annum with a final maturity in 2003. Brantley also received a
detachable capital stock purchase warrant exercisable into 5% of
the fully-diluted capital stock of the company at the time of
exercise at a nominal exercise price. The proceeds of the
facility were used to finance acquisitions.

Fitness Quest, Inc.

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

During 1997, Fitness Quest grew to $120 million in sales
and improved its operating margins and profits. After a complete
evaluation, the Companys Board of Directors made a
determination to increase the Companys market value in its
Fitness Quest investment in 1997 to $5,440,000, resulting in a
1997 unrealized gain of $4,090,000. This evaluation was based on
price to earnings ratios, cash flow multiples and other
appropriate



---



##### Table of Contents





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

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 businesses
include fixed base operations, related flight management
services and inertial navigation systems repair services for
private and commercial aircraft from six locations. The proceeds
of the transaction were used by 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
Option program and to continue to execute their acquisition
strategy. During 1998, Flight Options completed the acquisition
of Miller Aviation and grew to over $125 million in annual
revenues. As a result of the price of this subsequent financing,
which was led by The Provident Bank, and the operating
performance of Flight Options during 1998, the market value of
the Companys original investment in Flight Options 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.
At September 30, 2000 the financial statement value of the
investment in Flight Options was $12,379,730, representing over
a 300% increase from its original purchase price.

The commentary above reflects a recently executed four-for-one
stock split. 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 States 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, Inc. has completed a recapitalization
plan including a 2 for 1 reverse stock split. As a result,
Brantley Capital Corporation has agreed to exchange its
convertible junior subordinated promissory note and accrued
interest thereon for 246,994 shares of Series C 8%
Convertible Preferred Stock at an exchange rate



---



##### Table of Contents





In addition to the above Series C 8% Convertible Preferred
Stock, the Company has funded a $500,000 12% Convertible
Subordinated Note. As part of this transaction, the Company
received a warrant to purchase up to $50,000 of Health Care
Solutions, Inc. Common Stock at an exercise price of the lower
of a price as determined by an initial public offering or $7.50
per share.

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, Brantley Capital has 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 Brantley Capital Corporation has purchased
2.2 million shares of Class A 8% Convertible Preferred
Stock.

Pediatric Physicians Alliance, Inc.

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

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 has 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



---



##### Table of Contents








Impact of Inflation

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




Risks

Pursuant to Section 64(b)(1) of the Act, a business
development company is required to describe the risk factors
involved in an investment in the securities of such company due
to the nature of the companys investment portfolio.
Accordingly, the Company states that its objective is to achieve
capital appreciation through investments in businesses believed
to have favorable growth potential. Such businesses are often
small, undercapitalized companies that can lack management depth
and have not yet attained consistent levels of profitability.
The Companys private equity 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 stocks and warrants
to purchase common stocks in publicly traded companies. These
investments are directly exposed to equity price risk, in that a
hypothetical ten percent change in these equity prices would
result in a similar percentage change in the fair market value
of these investments.

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




Item 3.  Quantitative and Qualitative Disclosures About
Market Risk

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



---



##### Table of Contents






PART II. OTHER INFORMATION




Item 4.  Submission of Matters to a vote of Security
Holders

At a Special Meeting of Stockholders held on August 31,
2000 there were a total of 3,663,237.401 shares voted either in
person or by proxy. The stockholders ratified the selection of
Arthur Andersen LLP as the Companys independent public
accountant for the fiscal years ending December 31, 1999
and 2000.

The results of voting for the ratification of the selection of
Arthur Andersen LLP as the Companys independent public
accountant were as follows:

|                         |  |              
|------------------------ |  | -------------
|                        
|                        
|                        
|                        
|Number of votes for:     |  | 3,590,047.137
|                        
|                        
|                        
|                        
|Number of votes against: |  | 69,434.264   
|Number of abstentions    |  | 3,756.000    




Item 6.  Exhibits and Reports on Form 8-K



| |    |                                                                                                 
| | -- | ------------------------------------------------------------------------------------------------
| | a. | Exhibits 
	 Reference is made to the Exhibit Index that is found on
	page 15 of this Form  10-Q.



| |    |                                                                                                               
| | -- | --------------------------------------------------------------------------------------------------------------
| | b. | Reports on Form 8-K 
	 During the quarter ended September 30, 2000, the Company
	filed no reports on Form 8-K.



---



##### 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: November 14, 2000 |  | By: /s/ ROBERT P. PINKASRobert P. Pinkas
	Chairman of the Board and
	Chief Executive Officer
|                       
|Date: November 14, 2000 |  | By: /s/ TAB A. KEPLINGERTab A. Keplinger
	Vice President and
	Chief Financial Officer       



---



##### Table of Contents






EXHIBIT INDEX

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

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