TRANSPORTATION CAPITAL CORP
N-8A, 1996-05-29
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<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, DC  20549

                                   Form N-8A

          NOTIFICATION OF REGISTRATION FILED PURSUANT TO SECTION 8(a)
                     OF THE INVESTMENT COMPANY ACT OF 1940


     The undersigned investment company hereby notifies the Securities and
Exchange Commission that it registers under and pursuant to the provisions of
Section 8(a) of the Investment Company Act of 1940 and in connection with such
notification of registration submits the following information:

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

Name:  Transportation Capital Corp.

Address of Principal Business Office (No. & Street, City, State, Zip Code):

       205 East 42nd Street, Suite 2020
       New York, NY  10017

Telephone Number (including area code):  (212) 682-3300

Name and address of agent for service of process:

       Andrew Murstein
       205 East 42nd Street, Suite 2020
       New York, NY  10017
 
Check Appropriate Box:

     Registrant is filing a Registration Statement pursuant to Section 8(b) of
the Investment Company Act of 1940 concurrently with the filing of form N-8A:

     YES [ ]      NO [X]

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Item 1.  Exact name of registrant.

                Transportation Capital Corp.

Item 2.   Name of state under the laws of which registrant was organized or
          created and the date of such organization or creation.

                Registrant was organized on December 5, 1979 under the laws of
                the State of New York.

Item 3.   Form of organization of registrant.

                corporation

Item 4.   Classification of registrant.

                management company

Item 5.   If registrant is a management company:

          (a)   state whether registrant is a "closed-end" company or an "open-
                end" company;

                closed-end;

          (b)   state whether registrant is registering as a "diversified"
                company or a "non-diversified" company.

                non-diversified company

Item 6.   Name and address of each investment adviser of registrant.

                Registrant does not have an investment adviser.

Item 7.   If registrant is an investment company having a board of directors,
          state the name and address of each officer and director of registrant.

                Alvin Murstein, Director
                205 East 42nd Street, Suite 2020
                New York, NY  10017
              
                Andrew Murstein, President and Director
                205 East 42nd Street, Suite 2020
                New York, NY  10017
              
                Marie Russo, Senior Vice President and Secretary
                205 East 42nd Street, Suite 2020

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<PAGE>
 
                New York, NY  10017
              
                Daniel F. Baker, Treasurer and Chief Financial Officer
                205 East 42nd Street, Suite 2020
                New York, NY  10017
              
                Mario M. Cuomo, Director
                205 East 42nd Street, Suite 2020
                New York, NY  10017
              
                Stanley Kreitman, Director
                205 East 42nd Street, Suite 2020
                New York, NY  10017
              
                David L. Rudnick, Director
                205 East 42nd Street, Suite 2020
                New York, NY  10017
              
                Benjamin Ward, Director
                205 East 42nd Street, Suite 2020
                New York, NY  10017


Item 8.   If registrant is an unincorporated investment company not having a
          board of directors:

          (a)   state the name and address of each sponsor of registrant;

                not applicable;

          (b)   state the name and address of each officer and director of each
                sponsor of registrant;

                not applicable;

          (c)   state the name and address of each trustee and each custodian of
                registrant.

                not applicable

Item 9.   (a)   State whether registrant is currently issuing and offering its
                securities directly to the public.

                no


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<PAGE>
 
          (b)   If registrant is currently issuing and offering its securities
                to the public through an underwriter, state the name and address
                of such underwriter.

                not applicable

          (c)   If the answer to Item 9(a) is "no" and the answer to Item 9(b)
                is "not applicable," state whether registrant presently proposes
                to make a public offering of its securities.

                no

          (d)   State whether registrant has any securities currently issued and
                outstanding.

                yes.

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<PAGE>
 
          (e)   If the answer to Item 9(d) is "yes," state as of a date not to
                exceed ten days prior to the filing of this notification of
                registration the number of beneficial owners of registrant's
                outstanding securities (other than short-term paper) and the
                name of any company owning 10 percent or more of registrant's
                outstanding voting securities.

                As of May 29, 1996, Medallion Financial Corp. beneficially owned
                all of registrant's outstanding securities.

Item 10.  State the current value of registrant's total assets.

                $16,466,153.00

Item 11.  State whether registrant has applied or intends to apply for a license
          to operate as a small business investment company under the Small
          Business Investment Act of 1958.

                The registrant is the holder of an existing license to operate
                as a small business investment company under the Small Business
                Investment Act of 1958.

Item 12.  Attach as an exhibit a copy of the registrant's last regular periodic
          report to its security holders, if any.

                not applicable


                                   SIGNATURES

     Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has caused this notification of registration to be duly signed on its
behalf in the City of Boston and The Commonwealth of Massachusetts on the 29th
day of May, 1996.

                              TRANSPORTATION CAPITAL CORP.


                              By: /s/ Marie Russo
                                  ----------------------
                                 Marie Russo, Secretary


Attest:


/s/ Stephen C. McEvoy
- -------------------------
Notary Public

My commission Expires: October 6, 2000
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