TABLE OF CONTENTS




|                 |  |  |  |  |  |  |  | 
|---------------- |  |  |  |  |  |  |  | 
|Form 10-K/A     
|PRELIMINARY NOTE
|PART III        
|SIGNATURES      



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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     |  |  |  | 
| | [   ]      |  |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
        THE SECURITIES EXCHANGE ACT OF 1934 |  |  |  | 



|                                            |                                  
|------------------------------------------- | ---------------------------------
|For the Fiscal Year Ended December 31, 1999 | 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 Number)

20600 Chagrin Boulevard, Suite 1150, Cleveland, Ohio
44122

(Address of principal executive offices including zip code)


(216) 283-4800

(Registrants telephone number including area code)


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

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

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 [   ]

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 March 24, 2000 was
$32,749,030, based on the last sale price of such stock as quoted
 by 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 24, 2000 was 3,810,535.



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##### Table of Contents






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 2000 Annual Meeting of
Stockholders, which has been rescheduled for June 13, 2000.

i



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##### Table of Contents






PART III

Item 10.  Directors and Executive Officers of the
Registrant

The following information was furnished to the Company by each
director or executive officer 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 or
 executive officer of the Company. Except as otherwise noted
below, each director or executive officer has held his principal
occupation or employment for at least five years.

Director whose term expires in 2000

Richard Moodie, 50, a director of the Company, is a
founder, President and Chief Executive Officer of KraftMaid
Cabinetry, Inc. He has over 29 years of experience in
growing and managing a manufacturing and marketing business. In
1990, Mr. Moodie sold his majority interest in KraftMaid to
Masco Corporation of Taylor, Michigan, a $5 billion home
furnishing and building materials company. Mr. Moodie holds
a limited partnership interest in Brantley Venture
Partners III, L.P. (BVP III) and Brantley
Partners IV, L.P. (BVP IV). Mr. Moodie
 has been a director of the Company since its formation in 1996.

Directors whose terms expire in 2001

Paul H. Cascio,* 38, a director of the Company, serves as
Vice President and Secretary of the Company and as Vice President
 and Secretary of the Investment Adviser. Mr. Cascio also
serves as a general partner of the general partner of Brantley
Venture Partners II, L.P. (BVP II), BVP III
 and BVP IV. Prior to joining BVP II and BVP III 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.

Peter Saltz, 56, 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.

Directors whose terms expire in 2002

James P. Oliver,* 55, 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.

Benjamin F. Bryan, 46, a director of the Company, is
President of Owl Properties Company, a real estate management
company. He is also a partner in Synergy Capital LLC, a real
estate investment and development entity. From 1992 to 1997,
Mr. Bryan served as Executive Vice President and a director
of The Tower Properties Company, a publicly owned, Kansas City,
Missouri-based developer, owner and manager of real estate. From
1980 to 1991, Mr. Bryan held a series of public policy and
public administration positions, including Executive Assistant to
 the Mayor of Cleveland, Public Affairs Manager with the Denver
Chamber of Commerce and Executive Director of the Metro Denver
Transportation Development Commission. Mr. Bryan has been a
director of the Company since its formation in 1996.

3



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##### Table of Contents



Directors whose terms expire in 2003

Robert P. Pinkas,* 46, 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 investment adviser to the Company (the Investment
Adviser). Mr. Pinkas was the founding partner of
Brantley Venture Partners, L.P., a venture capital fund started
in 1987 (BVP I), and led the formation of three
related venture capital funds, BVP II, BVP III and BVP IV. 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 BVP I, BVP II, BVP III and BVP IV. Each of BVP
 I, BVP II, BVP III and BVP IV 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 BVP I, BVP II, BVP III and BVP IV 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.

L.  Patrick Bales, 57, a director of the Company, is
a partner with the firm of Donahue/ Bales Associates, 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.

Directors whose terms expire in 2004

Michael J. Finn,* 50, is President and a director of the
Company and is President and a manager of the Investment Adviser.
 Mr. Finn also serves as a general partner of the general
partner of BVP II, BVP III and BVP IV. From 1987
to 1995, Mr. Finn served as portfolio manager and vice
president of the Venture Capital Group of Sears Investment
Management Company (SIMCO) 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 BVP I, BVP
II, BVP III and BVP IV have invested, including Medirisk, Inc.
and Pediatric Services of America, Inc. Mr. Finn has been a
director and the President of the Company since its formation in
1996.

James M. Smith, 51, a director of the Company, is employed
 by Pilgrim Baxter & Associates where he co-manages the PGHG
Strategic Small Company Fund. In addition, Mr. Smith leads
the investment team responsible for management of Pilgrim
Baxters Hybrid Partners I and II and holds additional small
 cap growth portfolio management responsibilities. Mr. Smith
 possesses over twenty years of investment experience in equity
portfolio management and research. Mr. Smith is a Chartered
Financial Analyst and a graduate of Washington & Lee
University. He earned his MBA from Northwestern University.
Mr. Smith was appointed in 1998 by the Board of Directors to
 fill a vacancy on the Board.

4



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##### Table of Contents



Non-Director Executive Officer

Tab A. Keplinger, 39, has served as Vice President and
Chief Financial Officer of the Company since its inception in
1996. 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.

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 Common Stock to file
reports of securities ownership and changes in such ownership
with the Securities and Exchange Commission (the
Commission). Officers, directors and 10% stockholders
 are also required by the rules promulgated by the Commission 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, 1999.

Item 11.  Executive Compensation

Organization and Compensation of the Board of Directors

The Companys Board of Directors held four regularly
scheduled meetings during the last fiscal year. The standing
committees of the Board of Directors include the Audit Committee,
 the Compensation Committee and the Nominating Committee.

The function of the Audit Committee is to make recommendations to
 the Board of Directors concerning selection of the
Companys independent public accountant, oversee the
Companys accounting methods and implement and review the
audit and findings of the Companys independent public
accountant for the purpose of reporting to the Board of
Directors. The Audit Committee, currently composed of
Messrs. Bales, Bryan and Moodie, held two meetings in
connection with Board meetings during 1999.

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, currently composed of
Messrs. Bales, Bryan and Moodie, held one meeting in
connection with a Board meeting during 1999.

The function of the Nominating Committee is to recommend
candidates for the Board of Directors. The Nominating Committee,
currently composed of Messrs. Pinkas, Finn and
Bales, held one meeting in conjunction with a Board meeting
during 1999. Stockholders also may submit written recommendations
 to the Nominating Committee for consideration.

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





|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | Directors who are interested persons
	with respect to the Company, as defined in Section 2(a)(19)
	of the Investment Company Act of 1940, as amended (the
	Investment Company Act). Messrs. Pinkas and Finn
	 are interested persons with respect to the Company
	because of their positions as directors and executive officers of
	 the Company and executive officers and managers of the
	Investment Adviser. Mr.  Cascio is an interested
	person with respect to the Company because of his position
	as a director and executive officer of the Company and an
	executive officer of the Investment Adviser. Mr. Oliver is
	an interested person with respect to the Company
	because his law firm serves as the Companys legal counsel.

|  |                                                                                                                                    
|- | -----------------------------------------------------------------------------------------------------------------------------------
| | Directors who are interested persons
	with respect to the Company, as defined in Section 2(a)(19)
	of the Investment Company Act.

5



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Compensation

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 during 1999. 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

|                     |  |                        |        |                            |  |   |        | 
|-------------------- |  | ---------------------- | ------ | -------------------------- |  | - | ------ | 
|                     |  | Aggregate Compensation |        | Total Compensation        
|Name of Director     |  | From the Company       |        | From Fund and Fund Complex
|                     |  |                        |        |                           
|L. Patrick Bales(1)  |  | $                      | 10,000 |                            |  | $ | 10,000 | 
|                    
|                    
|                    
|                    
|Benjamin F. Bryan(1) |  |                        | 10,000 |                            |  |   | 10,000 | 
|                    
|                    
|                    
|                    
|Paul H. Cascio       |  |                        | 0      |                            |  |   | 0      | 
|                    
|                    
|                    
|                    
|Michael J. Finn      |  |                        | 0      |                            |  |   | 0      | 
|                    
|                    
|                    
|                    
|Richard Moodie(1)    |  |                        | 10,000 |                            |  |   | 10,000 | 
|                    
|                    
|                    
|                    
|James P. Oliver      |  |                        | 0      |                            |  |   | 0      | 
|                    
|                    
|                    
|                    
|Robert P. Pinkas     |  |                        | 0      |                            |  |   | 0      | 
|                    
|                    
|                    
|                    
|Peter Saltz(1)       |  |                        | 10,000 |                            |  |   | 10,000 | 
|                    
|                    
|                    
|                    
|James M. Smith(1)    |  |                        | 10,000 |                            |  |   | 10,000 | 



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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.

The following table sets forth information regarding individual
grants of stock options made during the last fiscal year to each
of the named individuals.

OPTION GRANTS IN LAST FISCAL YEAR

|                  |  |            |        |              |  |          |      |            |  |                      |       |     |  |  |         |  |  |  |         |  |  |  |           | 
|----------------- |  | ---------- | ------ | ------------ |  | -------- | ---- | ---------- |  | -------------------- | ----- | --- |  |  | ------- |  |  |  | ------- |  |  |  | --------- | 
|                  |  |            |        |              |  |          |      |            |  |                     
|                  |  |            |        |              |  |          |      |            |  | Potential Realizable
|                  |  |            |        |              |  |          |      |            |  | Value at Assumed    
|                  |  | Number     |        |              |  |          |      |            |  | Annual Rates of     
|                  |  | of         |        | % of Total   |  |          |      |            |  | Stock Price         
|                  |  | Securities |        | Options      |  | Exercise |      |            |  | Appreciation for    
|                  |  | Underlying |        | Granted to   |  | or Base  |      |            |  | Option Term         
|                  |  | Options    |        | Employees in |  | Price    |      | Expiration |  |                     
|Name              |  | Granted    |        | Fiscal Year  |  | ($/Sh)   |      | Date       |  | 5%                   |       | 10%
|                  |  |            |        |              |  |          |      |            |  |                      |       |    
|Robert P. Pinkas  |  |            | 75,000 |              |  |          | 15.0 | %          |  |                      | 12.77 |     |  |  | 5/18/09 |  |  |  | 602,324 |  |  |  | 1,526,407 | 
|                 
|                 
|                 
|                 
|Michael J. Finn   |  |            | 25,000 |              |  |          | 5.0  | %          |  |                      | 12.77 |     |  |  | 5/18/09 |  |  |  | 200,775 |  |  |  | 508,802   | 
|                 
|                 
|                 
|                 
|Paul H. Cascio    |  |            | 25,000 |              |  |          | 5.0  | %          |  |                      | 12.77 |     |  |  | 5/18/09 |  |  |  | 200,775 |  |  |  | 508,802   | 
|                 
|                 
|                 
|                 
|Tab A. Keplinger  |  |            | 25,000 |              |  |          | 5.0  | %          |  |                      | 12.77 |     |  |  | 5/18/09 |  |  |  | 200,775 |  |  |  | 508,802   | 
|                 
|                 
|                 
|                 
|L. Patrick Bales  |  |            | 6000   |              |  |          | 1.0  | %          |  |                      | 12.77 |     |  |  | 5/18/09 |  |  |  | 48,186  |  |  |  | 122,113   | 
|                 
|                 
|                 
|                 
|Benjamin F. Bryan |  |            | 6000   |              |  |          | 1.0  | %          |  |                      | 12.77 |     |  |  | 5/18/09 |  |  |  | 48,186  |  |  |  | 122,113   | 
|                 
|                 
|                 
|                 
|Richard Moodie    |  |            | 6000   |              |  |          | 1.0  | %          |  |                      | 12.77 |     |  |  | 5/18/09 |  |  |  | 48,186  |  |  |  | 122,113   | 
|                 
|                 
|                 
|                 
|James P. Oliver   |  |            | 2000   |              |  |          | 1.0  | %          |  |                      | 12.77 |     |  |  | 5/18/09 |  |  |  | 16,062  |  |  |  | 40,704    | 
|                 
|                 
|                 
|                 
|James M. Smith    |  |            | 2000   |              |  |          | 1.0  | %          |  |                      | 12.77 |     |  |  | 5/18/09 |  |  |  | 16,062  |  |  |  | 40,704    | 

The exercise of the options granted in 1999 to
Messrs. Pinkas, Finn, Cascio, and Keplinger is governed by a
 multi-year vesting schedule, as described below under the
caption Stock Options. The exercise of the options

6



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##### Table of Contents





Stock Options

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, non-officer directors, the Company obtained
exemptive relief from the Securities and Exchange Commission.
Under the terms of the exemptive order and the 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 received options to
 purchase 2,000 shares each.

Item 12.  Security Ownership of Certain Beneficial
Owners and Management

The following table sets forth as of March 31, 2000, the
number of shares of Common Stock of the Company beneficially
owned by each director, nominee for director, executive officer
and all directors and executive officers as a group, according to
 information furnished to the Company by such persons:

|                                                             |  |                      |         |            |  |  |       |  
|------------------------------------------------------------ |  | -------------------- | ------- | ---------- |  |  | ----- | -
|                                                             |  | Amount and Nature of |         |           
|                                                             |  | Beneficial           |         | Percent of
|Name                                                         |  | Ownership(1)         |         | Class     
|                                                             |  |                      |         |           
|L. Patrick Bales                                             |  |                      | 6,800   | (2)        |  |  | *     |  
|                                                            
|                                                            
|                                                            
|                                                            
|Benjamin F. Bryan                                            |  |                      | 9,777   | (2)        |  |  | *     |  
|                                                            
|                                                            
|                                                            
|                                                            
|Paul H. Cascio                                               |  |                      | 43,444  | (3)        |  |  | 1.03  | %
|                                                            
|                                                            
|                                                            
|                                                            
|Michael J. Finn                                              |  |                      | 88,517  | (4)        |  |  | 2.10  | %
|                                                            
|                                                            
|                                                            
|                                                            
|Tab A. Keplinger                                             |  |                      | 9,583   | (5)        |  |  | *     |  
|                                                            
|                                                            
|                                                            
|                                                            
|Richard Moodie                                               |  |                      | 16,000  | (2)        |  |  | *     |  
|                                                            
|                                                            
|                                                            
|                                                            
|James P. Oliver                                              |  |                      | 2,000   | (7)        |  |  | *     |  
|                                                            
|                                                            
|                                                            
|                                                            
|Robert P. Pinkas                                             |  |                      | 298,916 | (6)        |  |  | 7.09  | %
|                                                            
|                                                            
|                                                            
|                                                            
|Peter Saltz                                                  |  |                      | 13,000  | (7)        |  |  | *     |  
|                                                            
|                                                            
|                                                            
|                                                            
|James M. Smith                                               |  |                      | 2,000   | (7)        |  |  | *     |  
|                                                            
|                                                            
|                                                            
|                                                            
|All Directors and Executive Officers as a Group (10 persons) |  |                      | 490,037 |            |  |  | 11.58 | %

7



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|    |                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------
|*   | Shares owned are less than one percent of class.                                                                                               
|   
|(1) | Each of the persons named in the above table has sole voting and
	investment power with respect to the shares indicated as
	beneficially owned.
|   
|(2) | Includes 6,000 shares subject to stock option grants.                                                                                          
|   
|(3) | Includes 33,333 shares subject to stock option grants.                                                                                         
|   
|(4) | Includes 83,333 shares subject to stock option grants.                                                                                         
|   
|(5) | Includes 8,333 shares subject to stock option grants.                                                                                          
|   
|(6) | Includes 250,000 shares subject to stock option grants.                                                                                        
|   
|(7) | Includes 2,000 shares subject to stock option grants.                                                                                          

The following table sets forth information about one person known
 by the Company to be a beneficial owner of more than 5% of the
Companys outstanding shares of Common Stock:

|                                                                                       |  |                   |         |            |  |  |      |  
|-------------------------------------------------------------------------------------- |  | ----------------- | ------- | ---------- |  |  | ---- | -
|                                                                                       |  | Amount and Nature |         |           
|Name and Address                                                                       |  | of Beneficial     |         | Percent of
|Of Beneficial Owner                                                                    |  | Ownership(1)      |         | Class     
|                                                                                       |  |                   |         |           
|Maxus Investment Group
	1301 East Ninth Street, Suite 3600
	Cleveland, Ohio 44114-1800 |  |                   | 515,500 |            |  |  | 12.5 | %



| |                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Information regarding share ownership was obtained from
	Schedule 13D filed by Maxus Investment Group on
	January 26, 1999. All of the reporting persons and entities
	known as Maxus Investment Group reported sole voting and
	investment power as to 60,000 shares of Common Stock and shared
	voting and investment power as to 455,500 shares of Common Stock.

8



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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 21, 2000   

Pursuant to the requirements of the Securities Exchange Act of
 1934, this Report on Form 10-K/A 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. PINKASRobert P. Pinkas   |  | Chairman of the Board, Chief Executive Officer, Treasurer and
	Director (principal executive officer and principal accounting
	officer) |  | April 21, 2000
|                                      
|/s/ TAB A. KEPLINGERTab A. Keplinger   |  | Vice President and Chief Financial Officer (principal financial
	officer)                                                               |  | April 21, 2000
|                                      
|/s/ MICHAEL J. FINNMichael J. Finn     |  | President and Director                                                                                                                  |  | April 21, 2000
|                                      
|/s/ L. PATRICK BALESL. Patrick Bales   |  | Director                                                                                                                                |  | April 21, 2000
|                                      
|/s/ BENJAMIN F. BRYANBenjamin F. Bryan |  | Director                                                                                                                                |  | April 21, 2000
|                                      
|/s/ RICHARD MOODIERichard Moodie       |  | Director                                                                                                                                |  | April 21, 2000
|                                      
|/s/ PETER SALTZPeter Saltz             |  | Director                                                                                                                                |  | April 21, 2000
|                                      
|/s/ JAMES P. OLIVERJames P. Oliver     |  | Director                                                                                                                                |  | April 21, 2000
|                                      
|/s/ JAMES M. SMITHJames M. Smith       |  | Director                                                                                                                                |  | April 21, 2000

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