BRANTLEY CAPITAL CORP
N-54A, 1996-08-23
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        --------------------------------

                                   FORM N-54A

        NOTIFICATION OF ELECTION TO BE SUBJECT TO SECTIONS 55 THROUGH 65
                      OF THE INVESTMENT COMPANY ACT OF 1940
          FILED PURSUANT TO SECTION 54(a) OF THE INVESTMENT COMPANY ACT


         The undersigned business development company hereby notifies the
Securities and Exchange Commission that it elects, pursuant to the provisions of
section 54(a) of the Investment Company Act of 1940 (the "Investment Company
Act"), to be subject to the provisions of sections 55 through 65 of the Act and,
in connection with such notification of election, submits the following
information:

<TABLE>
<CAPTION>
Name:                                                         Brantley Capital Corporation
<S>                                                           <C>
Address of principal business office:                         20600 Chagrin Boulevard
                                                              Suite 1150
                                                              Cleveland, Ohio 44122

Telephone number (including area code):                       (216) 283-4800

Name and address of agent for service of process:             Michael J. Finn
                                                              20600 Chagrin Boulevard
                                                              Suite 1150
                                                              Cleveland, Ohio 44122
</TABLE>

/X/      The Company has filed a registration statement for a class of equity
         securities pursuant to section 12 of the Securities Exchange Act of
         1934. The registration statement was filed on August 23, 1996.

         The undersigned company certifies that it is a closed-end company
organized under the laws of Maryland and with its principal place of business in
Ohio; that it will be operated for the purpose of making investments in
securities described in sections 55(a)(1) through (3) of the Investment Company
Act; and that it will make available significant managerial assistance with
respect to issuers of such securities to the extent required by the Investment
Company Act.

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         Pursuant to the requirements of the Investment Company Act, the
undersigned company has caused this notification of election to be subject to
sections 55 through 65 of the Investment Company Act to be duly signed on its
behalf in the City of Cleveland and State of Ohio on the 23rd day of August,
1996.

                           Brantley Capital Corporation

                           By: /s/  Robert P. Pinkas
                               ------------------------------------------------
                               Robert P. Pinkas
                               Chairman of the Board, Chief Executive Officer
                               and Chief Financial Officer



NOTARY PUBLIC

STATE OF OHIO
County of ______________________________

My commission expires __________________

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