TABLE OF CONTENTS




|                                         |                                                                        |  |  |  |  |  |  | 
|---------------------------------------- | ---------------------------------------------------------------------- |  |  |  |  |  |  | 
|FORM 10-K/A                             
|PART III                                
|                                         | Item 10.  Directors and Executive Officers of the Registrant          
|                                         | Item 11.  Executive Compensation                                      
|                                         | Item 12.  Stock Ownership of Officers, Directors and Beneficial Owners
|                                         | Item 13.  Certain Relationships and Related Transactions              
|                                         | Item 14.  Controls and Procedures                                     
|SIGNATURES                              
|CERTIFICATION OF CHIEF EXECUTIVE OFFICER
|CERTIFICATION OF CHIEF FINANCIAL OFFICER
|Exhibit 99.1                            
|Exhibit 99.2                            



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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549







FORM 10-K/A

|           |  |                                                                                         
|---------- |  | ----------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                         
|x          |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934    
|          
|o          |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2002

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
incorporation or organization) |  | (I.R.S. Employer Identification No.)

3201 Enterprise Parkway, Suite 350, Cleveland, Ohio 44122

(Address of principal executive offices including zip code)

(216) 484-8400

(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:

Common Stock, $.01 par value

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 o

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. x

The aggregate market value of the voting stock held by non-affiliates of
the registrant as of June 28, 2002 was $27,399,938, based on the last sale
price of such stock as quoted by the NASDAQ National Market System on such date
(officers, directors and 5% shareholders are considered affiliates for purposes
of this calculation).

The number of shares of common stock outstanding as of March 28, 2003 was
3,810,535.





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PRELIMINARY NOTE

This Form 10-K/ A is being filed by Brantley Capital Corporation (the
Company) to report Part III information in lieu of the incorporation of such
information by reference to the Companys Proxy Statement for its 2003 Annual
Meeting of Stockholders.





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PART III







Item 10.  Directors and Executive Officers of the Registrant

The following information was furnished to the Company by the nominees and
each director currently serving, and sets forth the name, age, principal
occupation or employment of each such person and the period during which he has
served as a director of the Company. Except as otherwise noted below, each
director has held his principal occupation or employment for at least five
years. The business address of each director listed below is c/o Brantley
Capital Corporation, 3201 Enterprise Parkway, Suite 350, Cleveland, Ohio 44122.

Class I Directors  Term Expiring in 2003

Mr. Pinkas is an interested person within the meaning of the Investment
Company Act of 1940 because he is an executive officer of the Company and an
executive officer and manager of the Companys investment adviser, Brantley
Capital Management, L.L.C. Messrs. Bales and Goldstein are considered
independent directors for purposes of the Investment Company Act of 1940.

Phillip Goldstein, 58, is a self-employed investment adviser and is the
President of Kimball and Winthrop, Inc., an investment advisory firm. Since
1992, Mr. Goldstein has managed investments for a limited number of clients and
has served as the portfolio manager and President of the general partner of
Opportunity Partners, a private investment partnership. He was elected a
director of The Mexico Equity and Income Fund in February 2000, The Italy Fund
in May 2000, and Dresdner RCM Global Strategic Income Fund in November 2000. He
was also a director of Clemente Strategic Value Fund from 1998 to 2000. Mr.
Goldstein was elected to the board of directors of the Company to fill a newly
created seat in 2001. Mr. Goldstein is not a director of any other business
development companies or funds for which Brantley Capital Management, L.L.C. is
also an investment adviser.

Robert P. Pinkas, 49, is Chairman of the Board, Chief Executive Officer,
Treasurer and a director of the Company; and Chairman of the Board, Chief
Executive Officer, Treasurer and a manager of Brantley Capital Management,
L.L.C., which serves as the Companys investment adviser. Mr. Pinkas was the
founding partner of Brantley Venture Partners, L.P., a venture capital fund
started in 1987, and led the formation of three related venture capital funds
Brantley Venture Partners, L.P., Brantley Venture Partners II, L.P., Brantley
Venture Partners III, L.P. and Brantley Partners IV, L.P. A family limited
partnership of which Mr. Pinkas is the sole general partner serves as a general
partner of the sole general partner of each of Brantley Venture Partners, L.P.,
Brantley Venture Partners II, L.P., Brantley Venture Partners III, L.P. and
Brantley Partners IV, L.P. Each of Brantley Venture Partners, L.P., Brantley
Venture Partners II, L.P., Brantley Venture Partners III, L.P. and Brantley
Partners IV, L.P. has made venture capital investments similar to the
investments the Company makes in private companies. From 1981 to 1987, Mr.
Pinkas was active in venture capital management and financing as a founding
director and investor in seven early-stage companies. He serves on the board of
directors of several portfolio companies in which one or more of Brantley
Venture Partners, L.P., Brantley Venture Partners II, L.P., Brantley Venture
Partners III, L.P. and Brantley Partners IV, L.P. have invested, including
Gliatech, Inc., Pediatric Services of America, Inc., Medirisk, Inc., Quad
Systems Corporation and Waterlink, Inc. Mr. Pinkas has been Chairman of the
Board, Chief Executive Office, Treasurer and a director of the Company since
its formation in 1996. Mr. Pinkas is a director of four funds for which
Brantley Capital Management, L.L.C. is also an investment adviser.





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L.     Patrick
Bales, 60, is a director of the Company and is a partner with the
firm of Bales Partners, Inc., an executive search consulting firm that services
smaller growth companies as well as major corporations in both the private and
public sector. The firm conducts executive search assignments both domestically
and internationally and has affiliate offices in London and Tokyo. Previously,
Mr. Bales was employed
with Paul R. Ray & Company from 1981 to 1983 in their Chicago office and was on
the professional staff of two other search firms in the Chicago area from 1975
to 1981. He spent five years with Weber Marking Systems prior to embarking upon
his career in executive search. Mr. Bales has been a director of the Company
since its formation in 1996. Mr. Bales is not a director of any other business
development companies or funds for which Brantley Capital Management, L.L.C. is
also an investment adviser.

Class IV Directors  Term Expiring in 2006

Mr. Cascio is an interested person within the meaning of the Investment
Company Act of 1940 because he is an executive officer of the Company and an
executive officer and manager of the Companys investment adviser, Brantley
Capital Management, L.L.C. Mr. Saltz is considered an independent director for
purposes of the Investment Company Act of 1940.

Paul H. Cascio, 41, a director of the Company, serves as Vice President
and Secretary of the Company and as Vice President and Secretary of Brantley
Capital Management, L.L.C., which serves as the Companys investment adviser.
Mr. Cascio also serves as a general partner of the general partner of Brantley
Venture Partners II, L.P., Brantley Venture Partners III, L.P. and Brantley
Partners IV, L.P. Prior to joining Brantley Venture Partners II, L.P. and
Brantley Venture Partners III, L.P in May, 1996, Mr. Cascio was a Managing
Director and head of the General Industrial Manufacturing and Services Group in
the Corporate Finance Department at Dean Witter Reynolds Inc. Before joining
Dean Witter in 1986, Mr. Cascio was employed in the Corporate Finance
Department at E.F. Hutton & Company Inc. Mr. Cascio has been Vice President,
Secretary, and a director of the Company since 1998. Mr. Cascio is a director
of three funds for which Brantley Capital Management, L.L.C. is also an
investment adviser.

Peter Saltz, 60, a director of the Company, is a consultant to KraftMaid
Cabinetry, Inc., the second largest cabinet manufacturer in the United States.
Mr. Saltz served as Vice Chairman of Finance from 1997 to 1999 and Senior
Executive Vice President and Chief Financial Officer of KraftMaid from 1980 to
1997 and has over 29 years of experience as a certified public accountant in
the United States and South Africa. Mr. Saltz holds a limited partnership
interest in BVP III and BVP IV. Mr. Saltz has been a director of the Company
since 1998. Mr. Saltz is not a director of any other business development
companies or funds for which Brantley Capital Management, L.L.C. is also an
investment adviser.

Class V Directors  Term Expiring in 2007

Mr. Oliver is an interested person within the meaning of the Investment
Company Act of 1940 because his law firm serves as the Companys legal counsel.
Mr. Hellerman is considered an independent director for purposes of the
Investment Company Act of 1940.

James P. Oliver, 57, a director of the Company, is a partner with the law
firm of Squire, Sanders & Dempsey L.L.P. and is a past member of the firms
Management Committee. Mr. Olivers practice focuses on general corporate and
board matters with substantial experience in high net worth individuals and
their succession wealth issues. Mr. Oliver is a graduate of Bowling Green State
University and the University of Cincinnati College of Law. Mr. Oliver has been
a director of the Company since he was appointed by the board of directors in
1998 to fill a vacancy on the board. The law firm of Squire, Sanders & Dempsey
L.L.P. has represented the Company as general counsel since shortly after its
formation in 1996. Mr. Oliver is not a director of any other business
development companies or funds for which Brantley Capital Management, L.L.C. is
also an investment adviser.

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Gerald Hellerman, 64, a director of the Company, is Managing Director of
Hellerman Associates, a financial and corporate consulting firm; Trustee of
Third Avenue Value Trust since 1993; Trustee of the Third Avenue Variable
Series Trust since 1999; director of Clemente Strategic Value fund from 1998 to
2000; director of The Mexico Equity and Income Fund since 2000. Mr. Hellerman
was appointed by the Board of Directors on March 20, 2003 to fill a vacancy on
the board. Mr. Hellerman is not a director of
any other business development companies or funds for which Brantley Capital
Management, L.L.C. is also an investment adviser. Mr. Hellerman will be up for
election at the 2003 Annual Meeting in accordance with the terms of
the Companys Bylaws.

Non-Director Executive Officers

The following information was furnished to the Company by the non-director
executive officers and sets forth the name, age, principal occupation or
employment of each such person and the period during which he has served as an
executive officer of the Company.

Michael J. Finn,52, is President of the Company and is a manager of
Brantley Capital Management, L.L.C., which serves as the Companys investment
adviser. Mr. Finn also serves as a general partner of the general partner of
Brantley Venture Partners II, L.P., Brantley Venture Partners III, L.P. and
Brantley Partners IV, L.P. From 1987 to 1995, Mr. Finn served as portfolio
manager and Vice President of the Venture Capital Group of Sears Investment
Management Company in Chicago. In this capacity, Mr. Finn managed the
development of a $150 million portfolio of private equity investments,
including the investment of over $24 million directly in 25 operating
companies. From 1983 to 1987, he led the development of a $250 million venture
capital program for the State of Michigan Department of Treasury as its deputy
director. In 1982, Mr. Finn founded and served as President of the Michigan
Certified Development Corporation, a small business development corporation
which financed over $50 million of investments in six companies in Michigan
during the period 1982 to 1984. In 1976, he launched the Forward Development
Corporation, an entity sponsored by the U.S. Small Business Administration for
small business financing. He serves on the board of directors of several
portfolio companies in which one or more of Brantley Venture Partners, L.P.,
Brantley Venture Partners II, L.P., Brantley Venture Partners III, L.P. and
Brantley Partners IV, L.P. have invested, including Medirisk, Inc. and
Pediatric Services of America, Inc. Mr. Finn has been the
President of the Company since its formation in 1996. Mr. Finn is a director of
three funds for which Brantley Capital Management, L.L.C. is also an investment
adviser.

Tab A. Keplinger, 42, has served as Vice President and Chief Financial
Officer of the Company since its inception. Prior to joining the Company in
February 1997, Mr. Keplinger was Vice President and Chief Financial Officer of
Victoria Financial Corporation. Before joining Victoria Financial Corporation
in 1990, Mr. Keplinger was a senior audit manager in the manufacturing and
service sectors for KPMG Peat Marwick.

Shawn M. Wynne, 43, joined the Company in 2001 as a Vice President and is
primarily responsible for the origination, evaluation, structuring and
management of our mezzanine investment activities. Prior to joining the
Company, Mr. Wynne was a Director at Stonehenge Partners Inc., the successor
firm to Banc One Capital Markets, Banc One Corporations investment banking and
principal investment entity, which managed $500 million in assets. He was
responsible for origination, execution and management of mezzanine and
preferred stock investments for Banc One Capital Markets, Inc. Prior to joining
Banc One Capital Markets, Mr. Wynne held senior business development and group
management positions with Banc One and the Bank of Nova Scotia. He is a member
of the board of directors of various private companies.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the officers
and directors of the Company and persons who beneficially own more than 10% of
the Companys common stock to file reports of securities

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ownership and changes in such ownership with the SEC. Officers, directors and
10% stockholders are also required by the rules promulgated by the SEC to
furnish to the Company copies of all Section 16(a) reports they file.

Based solely upon a review of the copies of such forms furnished to the
Company, the Company believes that each of its officers and directors complied
with all Section 16(a) filing requirements applicable to them during the fiscal
year ended December 31, 2002.




Item 11.  Executive Compensation

Organization and Compensation of the Board of Directors

The board of directors has established an audit committee, a compensation
committee and a nominating committee. During 2002, the board of directors held
four regularly scheduled meetings and eight special meetings. All directors
attended at least 75% of the aggregate number of meetings of the board of
directors and of the respective committees on which they served.

Audit Committee

The audit committee has oversight responsibilities with respect to the
Companys financial audit and reporting process, system of internal controls,
and process for monitoring compliance with law and with the Companys Code of
Conduct. The audit committee is also responsible for maintaining open
communication between and among the audit committee, management and the
independent public accountants. Notwithstanding the above, the audit committee
is not responsible for conducting audits, preparing financial statements, or
assuring the accuracy of financial statements or filings, all of which is the
responsibility of management and the outside auditors. The audit committee,
which is currently composed of Messrs. Goldstein and Saltz,
held five meetings during 2002. Each member of the Audit Committee is
considered independent under the rules promulgated by the Nasdaq Stock Market.

The audit committee performs its oversight functions and responsibilities
pursuant to a written charter adopted by the board of directors. A copy of the
audit committee charter was included as an appendix to the Companys proxy
statement for the 2001 Annual Meeting of Stockholders.

Compensation Committee

The function of the compensation committee is to assist the board of
directors in evaluating and recommending compensation of the senior executives
of the Company and to administer the Companys stock option plan in accordance
with the terms thereof, including the designation of which officers and
employees of the Company shall receive stock options, and the number of shares
which should be subject to each option so granted. The compensation committee,
which is currently composed of Messrs. Bales and Saltz, held
one meeting in connection with a meeting of the board of directors during 2002.

Nominating Committee

The function of the nominating committee is to recommend candidates for
the board of directors. The board of directors currently acts as the
nominating Committee. The nominating
committee held one meeting in conjunction with a meeting of the board of
directors during 2002. The nominating committee will consider nominees
recommended by stockholders; stockholders may send resumes of recommended
persons to the attention of Paul H. Cascio, Secretary, Brantley Capital Corporation, 3201 Enterprise Parkway, Suite 350,
Cleveland, Ohio 44122.

Compensation of Executive Officers and Directors

The following table sets forth the compensation of the Companys
directors, none of whom is an employee of the Company. Except as set forth in
such table, no other compensation was paid to any director (including those who
also serve as executive officers) by the Company or any other entity in the
Companys fund complex

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during 2002. No information has been provided with respect to executive
officers of the Company (other than those who also serve as directors), since
none of them receives aggregate compensation from the Company and the Companys
fund complex in excess of $60,000.

COMPENSATION TABLE

|                      |  |                     |        |                 |  |                 |   |                    |  |            |   |                    |  |   |        | 
|--------------------- |  | ------------------- | ------ | --------------- |  | --------------- | - | ------------------ |  | ---------- | - | ------------------ |  | - | ------ | 
|                      |  |                     |        |                 |  |                 |   |                    |  | Pension or |   |                    |  |  
|                      |  |                     |        |                 |  |                 |   |                    |  | Retirement |   |                    |  |  
|                      |  |                     |        |                 |  |                 |   |                    |  | Benefits   |   | Total Compensation
|                      |  | Aggregate           |        | Securities      |  | Accrued as Part |   | from Fund and Fund
|                      |  | Compensation        |        | Underlying      |  | of Company      |   | Complex Paid to   
|Name of Director      |  | from the Company(1) |        | Options/SARs(2) |  | Expenses        |   | Directors(3)      
|                      |  |                     |        |                 |  |                 |   |                   
|Interested Directors  |  |                     |        |                 |  |                 |   |                    |  |            |   |                    |  |   |        | 
|Paul H. Cascio        |  |                     | 0      |                 |  |                 | 0 |                    |  |            | 0 |                    |  |   | 0      | 
|James P. Oliver       |  |                     | 0      |                 |  |                 | 0 |                    |  |            | 0 |                    |  |   | 0      | 
|Robert P. Pinkas      |  |                     | 0      |                 |  |                 | 0 |                    |  |            | 0 |                    |  |   | 0      | 
|Independent Directors |  |                     |        |                 |  |                 |   |                    |  |            |   |                    |  |   |        | 
|L. Patrick Bales      |  | $                   | 18,000 |                 |  |                 | 0 |                    |  |            | 0 |                    |  | $ | 18,000 | 
|Phillip Goldstein     |  |                     | 18,000 |                 |  |                 | 0 |                    |  |            | 0 |                    |  |   | 18,000 | 
|Gerald Hellerman      |  |                     | 0      |                 |  |                 | 0 |                    |  |            | 0 |                    |  |   | 0      | 
|Peter Saltz           |  |                     | 18,000 |                 |  |                 | 0 |                    |  |            | 0 |                    |  |   | 18,000 | 
|James M. Smith        |  |                     | 14,000 |                 |  |                 | 0 |                    |  |            | 0 |                    |  |   | 14,000 | 



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|(1) |  | Compensation consists of amounts received for service as a director. See Organization and Compensation of the Board of Directors above.                      
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | See Stock Option Plan for information relating to the terms of options granted in 2002.                                                                      
|   
|(3) |  | Consists only of directors fees paid by the Company during 2002. Such fees are also included in the column entitled Aggregate
Compensation from the Company.

Compensation of Directors

Each director who is not an officer of the Company receives a monthly fee
of $500 and an attendance fee of $1,000 for each board and committee meeting
attended.

Stock Option Awards

No options were granted during 2002.

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The following table sets forth the details of option exercises by each
named individual during 2002 and the values of those unexercised options at
December 31, 2002.

OPTION EXERCISES AND YEAR-END OPTION VALUES

|                                |  |          |   |             |  |             |   |                       |  |                         |         |               |  |  |   |  |  |  |   |  |  |  |   | 
|------------------------------- |  | -------- | - | ----------- |  | ----------- | - | --------------------- |  | ----------------------- | ------- | ------------- |  |  | - |  |  |  | - |  |  |  | - | 
|                                |  |          |   |             |  |             |   |                       |  | Number of               |         |               |  |  |   |  |  | 
|                                |  | Shares   |   |             |  |             |   | Securities Underlying |  | Value of Unexercised   
|                                |  | Acquired |   |             |  |             |   | Unexercised Options   |  | In-the-Money Options(2)
|                                |  | Upon     |   | Value       |  |             |   |                      
|Name                            |  | Exercise |   | Realized(1) |  | Exercisable |   | Unexercisable         |  | Exercisable             |         | Unexercisable
|                                |  |          |   |             |  |             |   |                       |  |                         |         |              
|Interested Directors            |  |          |   |             |  |             |   |                       |  |                         |         |               |  |  |   |  |  |  |   |  |  |  |   | 
|Paul H. Cascio                  |  |          | 0 |             |  |             | 0 |                       |  |                         | 100,000 |               |  |  | 0 |  |  |  | 0 |  |  |  | 0 | 
|James P. Oliver                 |  |          | 0 |             |  |             | 0 |                       |  |                         | 6,000   |               |  |  | 0 |  |  |  | 0 |  |  |  | 0 | 
|Robert P. Pinkas                |  |          | 0 |             |  |             | 0 |                       |  |                         | 450,000 |               |  |  | 0 |  |  |  | 0 |  |  |  | 0 | 
|Independent Directors           |  |          |   |             |  |             |   |                       |  |                         |         |               |  |  |   |  |  |  |   |  |  |  |   | 
|L. Patrick Bales                |  |          | 0 |             |  |             | 0 |                       |  |                         | 10,000  |               |  |  | 0 |  |  |  | 0 |  |  |  | 0 | 
|Phillip Goldstein               |  |          | 0 |             |  |             | 0 |                       |  |                         | 2,000   |               |  |  | 0 |  |  |  | 0 |  |  |  | 0 | 
|Gerald Hellerman                |  |          | 0 |             |  |             | 0 |                       |  |                         | 0       |               |  |  | 0 |  |  |  | 0 |  |  |  | 0 | 
|Peter Saltz                     |  |          | 0 |             |  |             | 0 |                       |  |                         | 6,000   |               |  |  | 0 |  |  |  | 0 |  |  |  | 0 | 
|Non-Director Executive
Officers |  |          |   |             |  |             |   |                       |  |                         |         |               |  |  |   |  |  |  |   |  |  |  |   | 
|Michael J. Finn                 |  |          | 0 |             |  |             | 0 |                       |  |                         | 150,000 |               |  |  | 0 |  |  |  | 0 |  |  |  | 0 | 



---

|(1) |  | Value realized is calculated as the closing market price on the date of exercise, net of option exercise price, but before any tax liabilities or
transaction costs. This is the deemed market value, which may actually be realized only if the shares are sold at that price.                                            
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Value of unexercised options is calculated based on the closing price of $7.70 per share on December 31, 2002, net of the option exercise price, but
before any tax liabilities or transaction costs. In-the-Money Options are options with an exercise price that is less than the market price as of
December 31, 2002.
|   

Stock Option Plan

The Companys 1996 Stock Option Plan (the Stock Option Plan) permits the
granting of nonqualified stock options to officers and employees of the
Company. All officers of the Company are eligible to be selected to participate
in the Stock Option Plan. At present, the Company has no employees.
The Stock Option Plan is administered by the compensation committee of the
board of directors, which selects the persons who are eligible to participate
and determines the number of options to be granted.

The number of shares of common stock available for grant under the Stock
Option Plan is 1,175,000, subject to certain adjustments. Options granted under
the Stock Option Plan are exercisable at a price not less than the greater of
(i) the current market value (as defined in the Stock Option Plan) on the date
of option grant and (ii) the current net asset value of the shares of common
stock. Options become exercisable to the extent of one-third of the subject
shares after one year from the grant date, two-thirds of the subject shares
after two years from the grant date and all subject shares after three years
from the grant date.

The Companys Disinterested Director Option Plan (the Director Option
Plan) permits the granting of non-qualified stock options to the directors of
the Company who are not employees or officers. All such directors of the
Company are eligible to be selected to participate in the Director Option Plan,
which is administered by the compensation committee of the board of directors.
In order for options to be issued to the non-employee directors, the Company
obtained exemptive relief from the SEC. Under the terms of the exemptive order
and the

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Director Option Plan Agreement, each qualified director will be granted an
option to purchase 2,000 shares upon their initial appointment to the board of
directors. Throughout the term of the plan and immediately following each
annual meeting of stockholders of the Company, each qualified director then
serving on the Companys board of directors will be granted options to purchase
2,000 additional shares, subject to adjustment. Such option grants were made
retroactively by the Company to its formation. As a result, the three original
qualifying directors who served on the Companys board of directors since the
Companys formation received options to purchase 6,000 shares each. The
remaining qualifying directors who served on the Companys board of directors
since 1998 each received options to purchase 2,000 shares of common
stock. (See Item 13 Certain Relationships with Related
Parties)




Item 12.  Stock Ownership of Officers, Directors and Beneficial Owners

The following table sets forth as of March 31, 2003, the number of shares
of the Companys common stock beneficially owned by each of its current
directors and executive officers and all directors and executive officers as a
group, according to information furnished to the Company by such persons,
except as noted below. Unless otherwise indicated, the Company believes that
each director and executive officers set forth in the table has sole voting and
investment power with respect to such shares of common stock. The address for
each of the directors and executive officers is c/o Brantley Capital
Corporation, 3201 Enterpirse Parkway, Suite 350, Cleveland, Ohio 44122.

|                                                             |  |                      |           |            |  |  |       |  
|------------------------------------------------------------ |  | -------------------- | --------- | ---------- |  |  | ----- | -
|                                                             |  | Amount and Nature of |           | Percent of
|Name                                                         |  | Beneficial Ownership |           | Class(1)  
|                                                             |  |                      |           |           
|Interested Directors                                         |  |                      |           |            |  |  |       |  
|Paul H. Cascio(3)                                            |  |                      | 112,101   | (4)        |  |  | 2.94  | %
|James P. Oliver                                              |  |                      | 6,900     | (5)        |  |  | *     |  
|Robert P. Pinkas(3)                                          |  |                      | 512,706   | (6)        |  |  | 13.45 |  
|Independent Directors                                        |  |                      |           |            |  |  |       |  
|L. Patrick Bales                                             |  |                      | 10,800    | (8)        |  |  | *     |  
|Phillip Goldstein                                            |  |                      | 262,300   | (7)        |  |  | 6.88  | %
|Gerald Hellerman                                             |  |                      | 0         |            |  |  | *     |  
|Peter Saltz                                                  |  |                      | 17,000    | (5)        |  |  | *     |  
|                                                            
|Non-Director Executive Officers                              |  |                      |           |            |  |  |       |  
|Michael J. Finn(3)                                           |  |                      | 258,347   | (2)        |  |  | 6.78  | %
|Tab A. Keplinger                                             |  |                      | 77,250    | (9)        |  |  | 2.03  | %
|Shawn M. Wynne                                               |  |                      | 900       |            |  |  | *     |  
|All Directors and Executive Officers as a
Group (10 persons) |  |                      | 1,258,314 |            |  |  | 33.02 | %



---

|*   |  | Shares owned are less than one percent of class.                                                              
|--- |  | --------------------------------------------------------------------------------------------------------------
|   
|(1) |  | Based on 3,810,535 shares of
common stock outstanding as of March 31, 2003.                                   
|   
|(2) |  | Includes 150,000 shares subject to stock option grants.                                                       
|   
|(3) |  | Owner of an interest in Brantley Capital Management, L.L.C., which serves as the Companys investment adviser.
|   
|(4) |  | Includes 100,000 shares subject to stock option grants.                                                       
|   
|(5) |  | Includes 6,000 shares subject to stock option grants.                                                         
|   
|(6) |  | Includes 450,000 shares subject to stock option grants.                                                       

7



---



##### Table of Contents





|(7) |  | Information regarding share ownership was obtained from the Schedule
13D that Phillip Goldstein and Andrew Dakos filed jointly as a group
on May 22, 2001, as amended. Mr. Goldstein reported beneficial ownership of
253,400 shares of the Companys common stock and Mr. Dakos reported
beneficial ownership of 6,900 shares of the Companys common stock.
Because they filed the Schedule 13D as a group, the Company has
aggregated their share ownership for purposes of this table. Mr.
Goldstein reported sole voting power as to 156,500 shares of common
stock, shared voting power as to 7,000 shares, and sole investment
power as to 253,400 shares. Mr. Dakos reported sole voting and
investment power as to 4,000 shares of common stock and shared voting
investment power as to 2,900 shares. Includes 2,000 shares subject to
stock option grants.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(8) |  | Includes 10,000 shares subject to stock option grants.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|(9) |  | Includes 75,000 shares subject to stock option grants.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

The following table sets forth information about persons known by the
Company to be a beneficial owner of more than 5% of the outstanding shares of
its common stock other than as noted above:

|                                                                                                           |  |                   |         |            |  |  |     |  
|---------------------------------------------------------------------------------------------------------- |  | ----------------- | ------- | ---------- |  |  | --- | -
|                                                                                                           |  | Amount and Nature |         |            |  | 
|                                                                                                           |  | of Beneficial     |         | Percent of
|Name                                                                                                       |  | Ownership         |         | Class     
|                                                                                                           |  |                   |         |           
|Richard A. Barone
Ancora Capital
One Chagrin Highlands,
2000 Auburn Drive, Suite 420
Cleveland, Ohio 44122 |  |                   | 330,700 | (1)        |  |  | 8.7 | %
|Fifth Third Bancorp
Fifth Third Center
Cincinnati, Ohio 45263                                              |  |                   | 364,800 | (2)        |  |  | 9.6 | %
|Deutsche Banc Alex. Brown Inc.
31 West 52nd Street
New York, New York 10019                                |  |                   | 324,300 | (3)        |  |  | 8.5 | %



---

|(1) |  | Information regarding share ownership was obtained from the Schedule 13D filed by
Richard A. Barone on February 10, 2003. Mr. Barone reported sole voting and
investment power as to 20,000 shares of the Companys common stock and shared
investment power as to 310,700 shares of the Companys common stock.                                                                                                                                                                                                           
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Information regarding share ownership was obtained from the Schedule 13G filed
jointly by Fifth Third Bancorp and Fifth Third Bank on February 14, 2003. Fifth
Third Bancorp reported sole voting as to 182,400 shares of common stock and sole
investment power as to 182,400 shares of common stock. Fifth Third Bank reported
sole voting power as to 182,400 shares of common stock and sole investment power
as to 182,400 shares of common stock. The address of Fifth Third Bank is the same
as Fifth Third Bancorp.
|   
|(3) |  | Information regarding share ownership was obtained from the Schedule 13G filed
jointly by Taunus Corporation and Deutsche Banc AG. on February 5, 2003. Deutsche
Bank AG reported sole voting and investment power as to 324,300 shares of common
stock. Deutsche Banc. The address of Taunus Corporation is the same as Deutsche
Banc Alex. Brown Inc.                                                                                                                                                                    

8



---



##### Table of Contents



Dollar Range of Securities Beneficially Owned By Directors

Set forth below is the dollar range of equity securities beneficially
owned by each nominee and continuing director as of March 31, 2003:

|                      |  |                         |                 | 
|--------------------- |  | ----------------------- | --------------- | 
|                      |  | Dollar Range of Equity 
|                      |  | Securities Beneficially
|Name of Director      |  | Owned(1)(2)(3)         
|                      |  |                        
|Interested Directors  |  |                         |                 | 
|Paul H. Cascio        |  |                         | Over $100,000   | 
|James P. Oliver       |  | $                       | 50,000$100,000 | 
|Robert P. Pinkas      |  |                         | Over $100,000   | 
|Independent Directors |  |                         |                 | 
|L. Patrick Bales      |  |                         | Over $100,000   | 
|Phillip Goldstein     |  |                         | Over $100,000   | 
|Gerald Hellerman      |  | None                   
|Peter Saltz           |  |                         | Over $100,000   | 



---

|(1) |  | Beneficial ownership has been determined in
accordance with Rule 16a-1(a)(2) of the Securities
Exchange Act of 1934.                                                        
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | The dollar ranges are: None, $1  $10,000, $10,001 
$50,000, $50,001  100,000, or over $100,000.                                                                          
|   
|(3) |  | The dollar range of the Companys equity securities
owned by each director is based on the closing price
of $8.35 per share on March 31, 2003 on the Nasdaq
National Market.




Item 13.  Certain Relationships and Related Transactions

The Investment Adviser, pursuant to the terms of the Investment Advisory
Agreement, is responsible, on a day-to-day basis, for the selection and
supervision of portfolio investments. Transactions between the Company and the
Investment Adviser, including operational responsibilities, duties and
compensation, are governed by the Investment Advisory Agreement. The Company
currently pays to the Investment Adviser an annual management fee of 2.85% of
the Companys net assets, determined at the end of each calendar quarter and
payable in arrears. For the year ended December 31, 2002, the Investment
Adviser was owed an investment advisory fee in the aggregate amount of
$477,860. Robert P. Pinkas, Chairman of the Board, Chief Executive Officer,
Treasurer and a director, and Michael J. Finn, President of the Company, are
officers and managers of the Investment Adviser, and together own 100% of the
Investment Adviser. As stated above in Item 1 (BusinessPotential
Co-Investments and Follow-On Investments) and in Item 8 (Note 5 of the notes
accompanying the financial statements in Financial Statements and
Supplementary Data), the Company co-invests in portfolio companies from time
to time with affiliates of the Company
and the Investment Adviser, including certain venture capital investment
partnerships. Certain officers and

9



---



##### Table of Contents



directors of the Company and officers of the
Investment Adviser also serve as general partners of the investment
partnerships general partner. The Companys co-investments with such
affiliates are subject to the terms and conditions of the exemptive order
granted by the Commission, which relieves the Company from certain provisions
of the Act and permits certain joint transactions with the investment
partnerships.

The Company is an investor in Disposable Products Company, LLC (DPC), as
discussed in the Companys Management, Discussion and Analysis of Financial
Condition and Results of Operations in Item 7 of this Annual Report on Form
10-K. Grand River Industries, Ltd. (Grand River) owns 85% of DPC. Grand River
is a limited liability company that is 100% owned by Objective Industrial
Investments Partners, L.P. (Objective). Robert P. Pinkas, Chairman and Chief
Executive Officer of the Company, is a managing member in Objective. Mr.
Pinkas, as a result of this investment commitment in Objective, owns 20% of
Grand River.

James P. Oliver has been a director of the Company since 1998 and is a
partner with the law firm of Squire Sanders & Dempsey L.L.P., which has
represented the Company as general counsel since shortly after its formation in
1996.

On March 19, 2003, we entered into a Memorandum of Understanding with
Phillip Goldstein, a director of the Company, pursuant to which Mr. Goldstein
agreed to dismiss the lawsuit he filed against us in September 2002, subject to
compliance with the Investment Company Act of 1940. See Item 3. Legal
Proceedings. Under the memorandum, we agreed, among other things:



| |  |  | that Mr. Bryan would resign from the board of directors and to appoint Mr. Gerald Hellerman to serve on the board of directors and that if Mr.
Hellerman resigns or is unable to serve that a representative of Mr. Goldsteins choosing will be appointed to the board;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | to pursue a plan to orderly dispose of assets and distribute proceeds to stockholders, or, in the alternative, to pursue a merger or a sale of assets
of the Company;                                                                                                   
|
| |  |  | that Mr. Goldstein will not engage in a proxy contest against the Company;                                                                                                                                                                                              
|
| |  |  | to enter into a new investment advisory agreement that would:                                                                                                                                                                                                           



| |  |  | reduce the fee payable to our adviser from 2.85% of our net assets to 2.5%;                                                                                                                                                            
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | entitle our adviser to receive a fee of 20% of the proceeds distributed to
stockholders in excess of $10.00 per share, provided that none of this
amount shall be paid until distributions of at least $13.00 per share have
been made;



| |  |  | to terminate all currently outstanding stock options and not to grant any further stock options;                                              
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | that the parties will refrain from disparaging each other; and                                                                                
|
| |  |  | to reimburse Mr. Goldstein for expenses not to exceed $275,000 (such expenses are to be reimbursed before any further advisory fees are paid).

On March 18, 2003, our Board of Directors approved the transaction
contemplated by the Memorandum of Understanding. Upon the resignation of Mr.
Bryan on March 19, 2003, Mr. Hellerman was appointed to the board of directors.
In order to consummate the transactions contemplated by the Memorandum of
Understanding, we intend to seek stockholder approval at the 2003 Annual
Meeting of Stockholders.

If we receive all necessary government and stockholder approvals, the
effect of the Memorandum of Understanding will be that we intend to make only
follow-on investments, and any remaining proceeds we receive from liquidity
events are intended to be distributed to shareholders.




Item 14.  Controls and Procedures

(a)  Within the 90-day period prior to the filing date of this annual
report, the Companys chief executive officer and chief financial officer
conducted an evaluation of the Companys disclosure controls and procedures (as
defined in Rules 13a-14 and 15d-14 of the Securities and Exchange Act of 1934).
Based upon this evaluation, the Companys chief executive officer and chief
financial officer concluded that the Companys disclosure controls and
procedures are effective in timely alerting them of any material information
relating to the Company that is required to be disclosed by the Company in the
reports it files or submits under the Securities Exchange Act of 1934.

(b)  There have not been any significant changes in the Companys internal
controls or in other factors that could significantly affect these controls
subsequent to the date of their evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.

10



---



##### Table of Contents









SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report on Form 10-K/A to
be signed on its behalf by the undersigned, thereunto duly authorized.

|                                                            
|------------------------------------------------------------
|BRANTLEY CAPITAL CORPORATION 
By: /s/ ROBERT P. PINKAS      
|                                                            
|                                                            
|                                                            
|Title: Robert P. Pinkas,                                    
|                                                            
|Chairman of the Board,
Chief Executive Officer
and Treasurer
|                                                            
|Date: April 30, 2003                                        

Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report on Form 10-K has been signed below by the following persons on behalf of
the Company in the capacities and on the dates indicated.

|                                        |  |                                                                                                                                       |  |               
|--------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------- |  | --------------
|Signature                               |  | Title                                                                                                                                 |  | Date          
|                                        |  |                                                                                                                                       |  |               
|/s/ ROBERT P. PINKAS
Robert P. Pinkas   |  | Chairman of the Board, Chief
Executive Officer, Treasurer and
Director (principal executive
officer and principal accounting
officer) |  | April 30, 2003
|                                       
|/s/ TAB A. KEPLINGER
Tab A. Keplinger   |  | Vice President and Chief
Financial Officer (principal
financial officer)                                                              |  | April 30, 2003
|                                       
|/s/ PAUL H. CASCIO
Paul H. Cascio       |  | Director, Vice President and Secretary                                                                                                |  | April 30, 2003
|                                       
|/s/ L. PATRICK BALES
L. Patrick Bales   |  | Director                                                                                                                              |  | April 30, 2003
|                                       
|Gerald Hellerman                        |  | Director                                                                                                                              |  | April 30, 2003
|                                       
|/s/ PETER SALTZ
Peter Saltz             |  | Director                                                                                                                              |  | April 30, 2003
|                                       
|James P. Oliver                         |  | Director                                                                                                                              |  | April 30, 2003
|                                       
|/s/ PHILLIP GOLDSTEIN
Phillip Goldstein |  | Director                                                                                                                              |  | April 30, 2003

11



---



##### Table of Contents









CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Robert P. Pinkas, Chief Executive Officer, certify that:



| | 1. |  | I have reviewed this annual report on Form 10-K of Brantley Capital Corporation;                                                                                                                                                                                                                                        
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Based on my knowledge, this annual report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this annual report;
|
| | 3. |  | Based on my knowledge, the financial statements, and other financial information
included in this annual report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this annual report;                   
|
| | 4. |  | The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and we have:                                                                                                



| | a) |  | designed such disclosure controls and
procedures to ensure that material
information relating to the registrant,
including its consolidated
subsidiaries, is made known to us by
others within those entities,
particularly during the period in which
this annual report is being prepared;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the
registrants disclosure controls and
procedures as of a date within 90 days
prior to the filing date of this annual
report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this annual report our
conclusions about the effectiveness of
the disclosure controls and procedures
based on our evaluation as of the
Evaluation Date;                                                                                                                        



| | 5. |  | The registrants other certifying officer and I have disclosed, based on our most
recent evaluation, to the registrants auditors and the audit committee of
registrants board of directors (or persons performing the equivalent functions):
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the
design or operation of internal
controls which could aversely affect
the registrants ability to record,
process, summarize and report financial
data and have identified for the
registrants auditors any material
weaknesses in internal controls; and
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material,
that involves management or other
employees who have a significant role
in the registrants internal controls;
and                                                                                                                                       



| | 6. |  | The registrants other certifying officer and I have indicated in this annual report
whether there were significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: 4/30/03



| | /s/ ROBERT P. PINKAS
| | --------------------



| | Robert P. Pinkas
Chief Executive Officer
| | ----------------------------------------





---



##### Table of Contents









CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Tab A. Keplinger, Chief Financial Officer, certify that:



| | 1. |  | I have reviewed this annual report on Form 10-K of Brantley Capital Corporation;                                                                                                                                                                                                                                        
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Based on my knowledge, this annual report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this annual report;
|
| | 3. |  | Based on my knowledge, the financial statements, and other financial information included in
this annual report, fairly present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the periods presented in this
annual report;                   
|
| | 4. |  | The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and we have:                                                                                                



| | a) |  | designed such disclosure
controls and procedures to
ensure that material
information relating to
the registrant, including
its consolidated
subsidiaries, is made
known to us by others
within those entities,
particularly during the
period in which this
annual report is being
prepared;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the
effectiveness of the
registrants disclosure
controls and procedures as
of a date within 90 days
prior to the filing date
of this annual report (the
Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this annual
report our conclusions
about the effectiveness of
the disclosure controls
and procedures based on
our evaluation as of the
Evaluation Date;                                                                                                                        



| | 5. |  | The registrants other certifying officer and I have
disclosed, based on our most recent evaluation, to the
registrants auditors and the audit committee of
registrants board of directors (or persons performing the
equivalent functions):
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant
deficiencies in the design
or operation of internal
controls which could
aversely affect the
registrants ability to
record, process, summarize
and report financial data
and have identified for
the registrants auditors
any material weaknesses in
internal controls; and
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not
material, that involves
management or other
employees who have a
significant role in the
registrants internal
controls; and                                                                                                                                       



| | 6. |  | The registrants other certifying officer and I have
indicated in this annual report whether there were
significant changes in internal controls or in other
factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: 4/30/03



| | /s/ TAB A. KEPLINGER
| | --------------------



| | Tab A. Keplinger
Chief Financial Officer
| | ----------------------------------------