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

For the Fiscal Year Ended December 31,
2001

Commission File Number: 814-00127


BRANTLEY CAPITAL CORPORATION

(Exact name of registrant as specified in its
charter)


|                                                                |  |                                     
|--------------------------------------------------------------- |  | ------------------------------------
|Maryland                                                        |  | 34-1838462                          
|                                                                |  |                                     
|(State or other Jurisdiction of
	incorporation or organization) |  | (I.R.S. Employer Identification No.)

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.  YesxNoo

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 29,
2002 was $29,822,669, 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 29, 2002 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 2002
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, 20600 Chagrin
Boulevard, Suite 1150, Cleveland, Ohio 44122.

Class V Directors  Term Expiring in
2002

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. Bryan 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.

Benjamin F. Bryan,
48, 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. Mr. Bryan 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 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,
57, 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 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,
48, 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

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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.


L. Patrick
Bales, 59, a director of the Company,
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 II Directors  Term
Expiring in 2004

Mr. Finn 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. Smith is considered an
independent director for purposes of the Investment Company Act
of 1940.

Michael J. Finn, 52,
is President and a director of the Company and is President and
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 a director and
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.

James M. Smith, 53,
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

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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. Mr. Smith 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, 40,
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, 58, 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.

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.

Tab A. Keplinger,
41, 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, 42,
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, 2001.




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 2001, the board of directors held eight regularly
scheduled 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, Saltz and Smith, held five
meetings during 2001. 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, Bryan and Saltz, held
one meeting in connection with a meeting of the board of
directors during 2001.

Nominating Committee

The function of the nominating committee is to
recommend candidates for the board of directors. The nominating
committee is currently composed of Messrs. Pinkas and Finn,
who are both interested persons of the Company as defined in the
Investment Company Act, with one vacant seat. The nominating
committee held one meeting in conjunction with a meeting of the
board of directors during 2001. The nominating committee will
consider nominees recommended by stockholders; stockholders may
send resumes of recommended persons to the attention of
Robert P. Pinkas, Chairman and Chief Executive Officer,
Brantley Capital Corporation, 20600 Chagrin Boulevard,
Suite 1150, 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 2001. 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(3) |  | Expenses        |       | Directors(4)      
|                    |  |                     |        |                 |  |                 |       |                   
|L. Patrick Bales    |  | $                   | 14,000 |                 |  |                 | 2,000 |                    |  |  | 0 |  |  | $ | 14,000 | 
|Benjamin F. Bryan   |  |                     | 14,000 |                 |  |                 | 2,000 |                    |  |  | 0 |  |  |   | 14,000 | 
|Paul H. Cascio(2)   |  |                     | 0      |                 |  |                 | 0     |                    |  |  | 0 |  |  |   | 0      | 
|Michael J. Finn(2)  |  |                     | 0      |                 |  |                 | 0     |                    |  |  | 0 |  |  |   | 0      | 
|Phillip Goldstein   |  |                     | 10,000 |                 |  |                 | 2,000 |                    |  |  | 0 |  |  |   | 10,000 | 
|James P. Oliver(2)  |  |                     | 0      |                 |  |                 | 0     |                    |  |  | 0 |  |  |   | 0      | 
|Robert P. Pinkas(2) |  |                     | 0      |                 |  |                 | 0     |                    |  |  | 0 |  |  |   | 0      | 
|Peter Saltz         |  |                     | 14,000 |                 |  |                 | 2,000 |                    |  |  | 0 |  |  |   | 14,000 | 
|James M. Smith      |  |                     | 14,000 |                 |  |                 | 2,000 |                    |  |  | 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) | Denotes directors who are interested
	persons of the Company as defined in the Investment
	Company Act of 1940.                                                
|   
|(3) | See Stock Option Plan for information
	relating to the terms of options granted in 2001.                                                                       
|   
|(4) | Consists only of directors fees paid by the
	Company during 2001. 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

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 DURING 2001

|                   |  |            |       |              |  |             |      |            |  |                      |       |     |  |  |         |  |  |   |        |  |  |   |        | 
|------------------ |  | ---------- | ----- | ------------ |  | ----------- | ---- | ---------- |  | -------------------- | ----- | --- |  |  | ------- |  |  | - | ------ |  |  | - | ------ | 
|                   |  |            |       |              |  |             |      |            |  |                     
|                   |  |            |       |              |  |             |      |            |  | Potential Realizable
|                   |  |            |       |              |  |             |      |            |  | Value at Assumed    
|                   |  | Number of  |       | % of Total   |  |             |      |            |  | Rates of Stock      
|                   |  | Securities |       | Options      |  |             |      |            |  | Price Appreciation  
|                   |  | Underlying |       | Granted to   |  | Exercise or |      |            |  | for Option Term(1)  
|                   |  | Options    |       | Employees in |  | Base Price  |      | Expiration |  |                     
|Name               |  | Granted    |       | Fiscal Year  |  | Per Share   |      | Date       |  | 5%                   |       | 10%
|                   |  |            |       |              |  |             |      |            |  |                      |       |    
|L. Patrick Bales   |  |            | 2,000 |              |  |             | 17.0 | %          |  | $                    | 13.67 |     |  |  | 6/15/11 |  |  | $ | 44,534 |  |  | $ | 70,913 | 
|Benjamin F. Bryan  |  |            | 2,000 |              |  |             | 17.0 | %          |  |                      | 13.67 |     |  |  | 6/15/11 |  |  |   | 44,534 |  |  |   | 70,913 | 
|Peter Saltz        |  |            | 2,000 |              |  |             | 17.0 | %          |  |                      | 13.67 |     |  |  | 6/15/11 |  |  |   | 44,534 |  |  |   | 70,913 | 
|Phillip Goldstein  |  |            | 2,000 |              |  |             | 17.0 | %          |  |                      | 13.67 |     |  |  | 6/15/11 |  |  |   | 44,534 |  |  |   | 70,913 | 
|James P. Oliver(2) |  |            | 2,000 |              |  |             | 17.0 | %          |  |                      | 13.67 |     |  |  | 6/15/11 |  |  |   | 44,534 |  |  |   | 70,913 | 
|James M. Smith     |  |            | 2,000 |              |  |             | 17.0 | %          |  |                      | 13.67 |     |  |  | 6/15/11 |  |  |   | 44,534 |  |  |   | 70,913 | 

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Potential realizable value is calculated on 2001
	options granted, and is net of the option exercise price but
	before any tax liabilities that may be incurred. These amounts
	represent certain assumed rates of appreciation, as mandated by
	the SEC. Actual gains, if any, or stock option exercises are
	dependent on the future performance of the shares, overall
	market conditions, and the continued employment by the Company
	of the option holder. The potential realizable value will not
	necessarily be realized.
|   
|(2) | Indicates an interested person as
	defined in the Investment Company Act of 1940.                                                                                                                                                                                                                                                                                                                                                                                                                                               

The following table sets forth the details of
option exercises by each named individual during 2001 and the
values of those unexercised options at December 31, 2001.

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
|                     |  |          |   |             |  |                       |   |                         |  |             |         |              
|L. Patrick Bales     |  |          | 0 |             |  |                       | 0 |                         |  |             | 10,000  |               |  |  | 0      |  |  |  | 0       |  |  |  | 0 | 
|Benjamin F. Bryan(1) |  |          | 0 |             |  |                       | 0 |                         |  |             | 10,000  |               |  |  | 0      |  |  |  | 0       |  |  |  | 0 | 
|Paul H. Cascio(3)    |  |          | 0 |             |  |                       | 0 |                         |  |             | 83,333  |               |  |  | 16,667 |  |  |  | 22,250  |  |  |  | 0 | 
|Michael J. Finn(3)   |  |          | 0 |             |  |                       | 0 |                         |  |             | 133,333 |               |  |  | 16,667 |  |  |  | 66,750  |  |  |  | 0 | 
|Phillip Goldstein    |  |          | 0 |             |  |                       | 0 |                         |  |             | 2,000   |               |  |  | 0      |  |  |  | 0       |  |  |  | 0 | 
|James P. Oliver(3)   |  |          | 0 |             |  |                       | 0 |                         |  |             | 6,000   |               |  |  | 0      |  |  |  | 0       |  |  |  | 0 | 
|Robert P. Pinkas(3)  |  |          | 0 |             |  |                       | 0 |                         |  |             | 400,000 |               |  |  | 50,000 |  |  |  | 200,250 |  |  |  | 0 | 
|Peter Saltz          |  |          | 0 |             |  |                       | 0 |                         |  |             | 6,000   |               |  |  | 0      |  |  |  | 0       |  |  |  | 0 | 
|James M. Smith       |  |          | 0 |             |  |                       | 0 |                         |  |             | 6,000   |               |  |  | 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 $10.89 per share on December 31,
	2001, 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, 2001.
|   
|(3) | Indicates an interested person as
	defined in the Investment Company Act of 1940.                                                                                                                                                                                                                                              

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

6



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##### Table of Contents



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.





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

The following table sets forth as of
March 31, 2002, 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, 20600 Chagrin Boulevard, Suite 1150,
Cleveland, Ohio 44122.

|                                                              |  |                      |           |            |  |  |       |  
|------------------------------------------------------------- |  | -------------------- | --------- | ---------- |  |  | ----- | -
|                                                              |  | Amount and Nature of |           | Percent of
|Name                                                          |  | Beneficial Ownership |           | Class(1)  
|                                                              |  |                      |           |           
|Interested Directors                                          |  |                      |           |            |  |  |       |  
|Michael J. Finn(3)                                            |  |                      | 241,680   | (2)        |  |  | 6.34  | %
|Paul H. Cascio(3)                                             |  |                      | 95,444    | (4)        |  |  | 2.50  | %
|James P. Oliver                                               |  |                      | 6,900     | (5)        |  |  | *     |  
|Robert P. Pinkas(3)                                           |  |                      | 459,953   | (6)        |  |  | 12.07 |  
|Independent Directors                                         |  |                      |           |            |  |  |       |  
|Phillip Goldstein                                             |  |                      | 262,300   | (7)        |  |  | 6.88  | %
|L. Patrick Bales                                              |  |                      | 10,800    | (8)        |  |  | *     |  
|Benjamin F. Bryan                                             |  |                      | 15,564    | (8)        |  |  | *     |  
|Peter Saltz                                                   |  |                      | 17,000    | (5)        |  |  | *     |  
|James M. Smith                                                |  |                      | 6,000     | (5)        |  |  | *     |  
|Non-Director Executive Officers                               |  |                      |           |            |  |  |       |  
|Tab A. Keplinger                                              |  |                      | 60,583    | (9)        |  |  | 1.59  | %
|Shawn M. Wynne                                                |  |                      | 900       |            |  |  | *     |  
|All Directors and Executive Officers as a Group
	(11 persons) |  |                      | 1,177,124 |            |  |  | 30.89 | %



---

|  |                                                 
|- | ------------------------------------------------
|* | Shares owned are less than one percent of class.



|    |                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------
|(1) | Based on 3,810,535 shares of common stock
	outstanding as of March 31, 2002.                                             
|   
|(2) | Includes 133,333 shares subject to stock option
	grants. Excludes 16,667 unvested 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 83,333 shares subject to stock option
	grants. Excludes 16,667 unvested shares subject to stock option
	grants. 
|   
|(5) | Includes 6,000 shares subject to stock option
	grants.                                                                   
|   
|(6) | Includes 400,000 shares subject to stock option
	grants. Excludes 50,000 unvested shares subject to stock option
	grants.

7



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##### 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.
	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 58,333 shares subject to stock option
	grants. Excludes 16,667 unvested 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 |  |                   | 400,180 | (1)        |  |  | 10.5 | %
|Fifth Third Bancorp
	Fifth Third Center
	Cincinnati, Ohio 45263                                                |  |                   | 301,100 | (2)        |  |  | 7.8  | %
|Deutsche Banc Alex. Brown Inc.
	31 West 52nd Street
	New York, New York 10019                                  |  |                   | 279,200 | (3)        |  |  | 7.3  | %



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Information regarding share ownership was
	obtained from the Schedule 13D filed by Richard A. Barone
	on December 3, 2001. 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 380,180 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, 2002. Fifth
	Third Bancorp reported sole voting as to 43,100 shares of common
	stock, sole investment power as to 33,100 shares of common
	stock, shared voting power as to 255,500 shares of common stock
	and shared investment power as to 268,000 shares of common
	stock. Fifth Third Bank reported sole voting and investment
	power as to 33,100 shares of common stock, shared voting power
	as to 255,500 shares of common stock and shared investment power
	as to 258,000 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 Alex. Brown Inc. on
	February 13, 2001. Taunus Corporation reported sole voting
	and investment power as to 279,200 shares of common stock.
	Deutsche Banc Alex. Brown Inc. reported sole voting and
	investment power as to 279,200 shares of common stock. Taunus
	Corporation disclaims beneficial ownership of the 279,200 shares
	of common stock. The address of Taunus Corporation is the same
	as Deutsche Banc Alex. Brown Inc.                                                                                                                                                             

8



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##### 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, 2002:

|                    |  |                         |                    | 
|------------------- |  | ----------------------- | ------------------ | 
|                    |  | Dollar Range of Equity 
|                    |  | Securities Beneficially
|Name of Director    |  | Owned(1)(2)(3)         
|                    |  |                        
|L. Patrick Bales    |  |                         | Over $100,000      | 
|Benjamin F. Bryan   |  |                         | Over $100,000      | 
|Paul H. Cascio(4)   |  |                         | Over $100,000      | 
|Michael J. Finn(4)  |  |                         | Over $100,000      | 
|Phillip Goldstein   |  |                         | Over $100,000      | 
|James P. Oliver(4)  |  |                         | $50,000  $100,000 | 
|Robert P. Pinkas(4) |  |                         | Over $100,000      | 
|Peter Saltz         |  |                         | Over $100,000      | 
|James M. Smith      |  |                         | $50,000  $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 $10.34 per share on March 31, 2002 on the Nasdaq
	National Market.
|   
|(4) | Denotes an individual who is an interested
	person as defined in the Investment Company Act of 1940.                                                                          

Item 13. Certain Relationships and
Related Transactions

Brantley Capital Management, L.L.C., pursuant to
the terms of an investment advisory agreement, is responsible,
on a day-to-day basis, for the selection and supervision of
portfolio investments. Transactions between the Company and
Brantley Capital Management, including operational
responsibilities, duties and compensation, are governed by the
investment advisory agreement. Throughout the term of the
investment advisory agreement, the Company will pay to Brantley
Capital Management 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, 2001, the Company owed Brantley Capital
Management an investment advisory fee in the aggregate amount of
$487,931. Robert P. Pinkas, Chairman, Chief Executive Officer,
Treasurer and a director of the Company, and Michael J. Finn,
President and a director of the Company, are officers and
managers of Brantley Capital Management, and together own 100%
of Brantley Capital Management.

The Company co-invests in portfolio companies
from time to time with affiliates of the Company and Brantley
Capital Management, including certain venture capital investment
partnerships. Certain officers and directors of the Company and
officers of Brantley Capital Management 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 Investment Company Act of 1940 and
permits certain joint transactions with the investment
partnerships.

The Company is an investor in Disposable Products
Company, LLC, a non-woven paper products manufacturer. Grand
River Industries, Ltd. owns approximately 85% of Disposable
Products outstanding capital stock. Grand River is a
wholly-owned subsidiary of Objective Industrial Investments
Partners, L.P. Robert P. Pinkas, Chairman and Chief Executive
Officer of the Company, is a managing member in Objective
Industrial. As a result of his investment commitment in
Objective Industrial, Mr. Pinkas 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.

9



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##### 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, 2002   

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. PINKASRobert P. Pinkas   |  | Chairman of the Board, Chief Executive Officer,
	Treasurer and Director (principal executive officer and
	principal accounting officer) |  | April 30, 2002
|                                      
|/s/ TAB A. KEPLINGERTab A. Keplinger   |  | Vice President and Chief Financial Officer
	(principal financial officer)                                                               |  | April 30, 2002
|/s/ MICHAEL J. FINNMichael J. Finn     |  | President and Director                                                                                                                  |  | April 30, 2002
|/s/ L. PATRICK BALESL. Patrick Bales   |  | Director                                                                                                                                |  | April 30, 2002
|/s/ BENJAMIN F. BRYANBenjamin F. Bryan |  | Director                                                                                                                                |  | April 30, 2002
|/s/ PETER SALTZPeter Saltz             |  | Director                                                                                                                                |  | April 30, 2002
|/s/ JAMES P. OLIVERJames P. Oliver     |  | Director                                                                                                                                |  | April 30, 2002
|/s/ JAMES M. SMITHJames M. Smith       |  | Director                                                                                                                                |  | April 30, 2002
|/s/ PHILLIP GOLDSTEINPhillip Goldstein |  | Director                                                                                                                                |  | April 30, 2002

10