~~EFFECTIVE AUGUST 23RD, 2004~~UNITED STATES

~~UNITED STATES~~ SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April 24~~September 17, ~~2007~~ 2007

BRANTLEY CAPITAL CORPORATION

BRANTLEY CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

Maryland	814-00127	~~814~~34-~~00127~~1838462	~~34-1838462~~
(State or other jurisdiction of incorporation		(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation	File Number)	Identification No.)

287 Bowman Ave., 2nd Floor, Purchase, NY		10577
(Address of principal executive offices)		(Zip Code)

Registrant’'s telephone number, including area code: (914) 510-9400

(Former name ~~Name~~ or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously ~~satisfy~~ satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2 below)~~:

oq Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) oq Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) oq Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) oq Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2 8.01 ~~Completion~~ ofOther ~~Acquisition or Disposition of Assets~~Events.

On September ~~April 24~~17, 2007, Brantley Capital Corporation (~~OTC: BBDC) (~~the ~~“Seller”~~"Company") ~~completed~~issued ~~the~~a ~~sale of~~press ~~substantially~~ release ~~all~~announcing ofthat ~~its~~the ~~investment~~Company has ~~assets~~entered tointo ~~Brantley~~a ~~Equity~~memorandum ~~Partners, L.P., an affiliate~~ of ~~Venture~~ ~~Capital~~understanding ~~Fund~~providing ~~of America III, Inc. (“Buyer”) for $10 million cash. Such assets included~~ the ~~Seller’s~~ ~~interests~~terms ~~in Fitness Quest, Inc., Holland Group~~ of ~~Tennessee, Inc., Streamline Foods,~~a ~~Inc.,~~ settlement ~~TherEx,~~in ~~Inc.,~~principle ~~Value~~to ~~Creation~~resolve ~~Partners,~~the ~~Inc.,~~two ~~Orion~~pending ~~HealthCorp,~~lawsuits ~~Inc.~~to ~~and~~which ~~Prime~~the ~~Office~~Company ~~Products,~~ is ~~Inc~~a party.

The foregoing summary isdoes not purport to be complete and is subject to and qualified in its entirety by reference to the text of the Company’'s Press Release filed as Exhibit 99.1 hereto. ~~and~~Exhibit 99.1 is incorporated ~~herein~~ by reference into this Item 8. 01.

Item 9.01 Financial Statements and Exhibits.

(ad) ~~Financial statements of businesses acquired. Not applicable. (b) Pro forma financial information Not applicable. (c)~~ Exhibits 99.1 Brantley Capital Corporation Press Release dated ~~April~~September 2517, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 25, 2007	BRANTLEY CAPITAL CORPORATION
	BRANTLEY CAPITAL CORPORATION
	By:	/s/ Phillip Goldstein
Date: September 17, 2007	By:	/s/ Phillip Goldstein
		Phillip Goldstein
		Chairman of the Board

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