<PAGE>   1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 3, 1996
                   REGISTRATION NO. 333-____________________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933


                          BRANTLEY CAPITAL CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)


                  MARYLAND                            34-1838462
       (State of Incorporation)           (I.R.S. Employer Identification No.)

                            20600 CHAGRIN BOULEVARD
                                   SUITE 1150
                             CLEVELAND, OHIO  44122
              (Address of Principal Executive Offices) (Zip Code)

                        THE BRANTLEY CAPITAL CORPORATION
                             1996 STOCK OPTION PLAN
                           FOR OFFICERS AND EMPLOYEES
                            (Full Title of the Plan)

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

                                MICHAEL J. FINN
                       BRANTLEY CAPITAL MANAGEMENT, LTD.
                            20600 CHAGRIN BOULEVARD
                                   SUITE 1150
                             CLEVELAND, OHIO 44122
                    (Name and Address of Agent for Service)

                                 (216) 283-4800
         (Telephone Number, Including Area Code, of Agent for Service)

                                    Copy to:
                            MARYANN A. WARYJAS, ESQ.
                                 Jenner & Block
                                330 North Wabash
                            Chicago, Illinois  60611
                                 (312) 222-9350



                       CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
<S>                                   <C>            <C>               <C>                <C>              
                                                     Proposed Maximum  Proposed Maximum                  
                                      Amount to be   Offering Price    Aggregate           Amount of      
Title of Securities to be Registered  Registered(1)  Per Share(2)      Offering Price(2)  Registration Fee
                                                  
Common Stock, $.01 par value          1,175,000      $10.00             $11,750,000         $4,051.72
</TABLE>

(1) Plus an indeterminate number of shares that may be issued to prevent 
    dilution from stock splits, stock dividends and similar transactions.

(2) Calculated in accordance with Rule 457(h)(l) under the Securities Act of 
    1933, as amended.         



<PAGE>   2
                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS



ITEM 1.  PLAN INFORMATION.

         Not required to be included herewith.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Not required to be included herewith.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         This Registration Statement on Form S-8 relates to the registration of
shares of common stock, $.01 par value (the "Common Stock"), of Brantley Capital
Corporation (the "Company" or the "Registrant").

         The following documents heretofore filed by the Company with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference into this Registration Statement and made a part hereof:


        (a)  The description of the Company's Common Stock contained in the
             Company's Registration Statement on Form N-2 (1933 Act Registration
             No. 333-10785, 1940 Act Registration No. 814-00127) as filed with
             the Commission on October 30, 1996, including any amendments or
             reports filed for the purpose of updating such description.

         In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment to this Registration Statement which indicates
that all securities offered hereunder have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated in this
Registration Statement by reference and to be a part hereof from the date of the
filing of such documents.

         Any statement, including financial statements, contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or incorporated or deemed to be
incorporated by reference herein modifies or supersedes said statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.  The class of securities to be offered is registered
under Section 12 of the Securities Exchange Act of 1934, as amended.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 2-418 of the Maryland General Corporation Law provides for
indemnification of the Company's directors, officers, employees, and agents
under specified circumstances, which may include indemnity against expenses,
including attorneys' fees and judgments, fines and amounts paid in settlement
under the Securities Act of 1933, as amended (the "Securities Act").  The
Company has purchased and maintains insurance as is permitted by said Section
2-418 on behalf of directors and officers, which insurance may cover liabilities
under the Securities Act.  Article VIII of the Bylaws of the Company provides
for such indemnification to the extent and under the circumstances permitted by
said Section 2-418.

                                      2
<PAGE>   3

     Article EIGHTH of the Company's Articles of Amendment and Restatement of
the Charter provides as follows (in this excerpt, (i) Brantley Capital
Corporation is defined as the "Corporation," (ii) the Securities Act of 1933 is
referred to as the "Securities Act," and (iii) the Investment Company Act of
1940 is referred to as the "Investment Company Act"):

      Section 1.  To the fullest extent that limitations on the liability of
      directors and officers is permitted by Maryland statutory or decisional
      law, as amended or interpreted, no director or officer of the Corporation
      shall have any liability to the Corporation or its stockholders for
      monetary damages.  This limitation on liability applies to events
      occurring at the time a person serves as a director or officer of the
      Corporation whether or not such person is a director or officer at the
      time of any proceeding in which liability is asserted.  No amendment of
      these Articles of Incorporation or repeal of any of the provisions hereof
      shall limit or eliminate the benefits provided to directors and officers
      under this provision with respect to any act or omission which occurred
      prior to such amendment or repeal.

      Section 2.  Any person who was or is a party or is threatened to be made a
      party in any threatened, pending or completed action, suit or proceeding,
      whether civil, criminal, administrative or investigative, by reason of the
      fact that such person is a current or former director or officer of the
      Corporation or is or was serving while a director or officer of the
      Corporation at the request of  the Corporation as a director, officer,
      partner, trustee, employee, agent or fiduciary of another corporation,
      partnership, joint venture, trust, enterprise or employee benefit plan,
      shall be indemnified by the Corporation against judgments, penalties,
      fines, excise taxes, settlements and reasonable expenses (including
      attorneys' fees) actually incurred by such person in connection with such
      action, suit or proceeding to the fullest extent permissible under the
      General Corporation Law, the Securities Act and the Investment Company
      Act, as such statutes are now or hereafter in force. In addition, the
      Corporation shall also advance expenses to its currently acting and its
      former directors and officers to the fullest extent that indemnification
      of directors and officers is permitted by the General Corporation Law, the
      Securities Act and the Investment Company Act.  The Board of Directors may
      by bylaw, resolution or agreement make further provisions for
      indemnification of the directors, officers, employees and agents to the
      fullest extent permitted by the General Corporation Law.

      Section 3.  No provision of this Article EIGHTH shall be effective to
      protect or purport to protect any director or officer of the Corporation
      against any liability to the Corporation or its stockholders to which he
      or she would otherwise be subject by reason of willful misfeasance, bad
      faith, gross negligence or reckless disregard of the duties involved in
      the conduct of their respective offices.

     Section A of Article VIII of the Bylaws of the Company provides as follows
(in this excerpt, (i) Brantley Capital Corporation is defined as the
"Corporation" and (ii) the Investment Company Act of 1940 is referred to as the
"Investment Company Act"):

      The Corporation shall indemnify each person who was or is a party or is
      threatened to be made a party to any threatened, pending or completed
      action, suit or proceeding, whether civil, criminal, administrative or
      investigative (a "Proceeding"), by reason of the fact that he or she is
      or was a director, officer, employee or agent of the Corporation or is or
      was serving at the request of the Corporation as a director, officer,
      employee, agent, partner or trustee of another corporation, partnership,
      joint venture, trust or other enterprise, against all judgments,
      penalties, fines and settlements and against all reasonable expenses,
      including attorneys' fees, actually incurred by him or her in connection
      with such Proceeding to the fullest extent permitted by law, provided
      that:

                                      3
<PAGE>   4

        1.   such person acted in good faith and (i) in the case of conduct in
             such person's official capacity with the Corporation, in a manner
             he or she reasonably believed to be in the best interests of the
             Corporation and (ii) in all other cases, in a manner he or she
             reasonably believed not opposed to the best interests of the
             Corporation;

        2.   with respect to any criminal proceeding, such person had no
             reasonable cause to believe his or her conduct was unlawful;

        3.   unless ordered or permitted by a court, indemnification shall be
             made only as authorized in the specific case upon (i) a
             determination that indemnification of such person is proper in the
             circumstances because he or she has met the applicable standard of
             conduct set forth in subparagraphs (a) and (b) above, and (ii) such
             other authorizations and determinations as may be required by law
             to be made, by (A) the Board of Directors of the Corporation by the
             vote of a majority of a quorum consisting of directors who are
             neither "interested persons" of the Corporation as defined in the
             Investment Company Act nor parties to such Proceeding or if such
             quorum cannot be obtained, by a majority vote of a committee of the
             Board of Directors consisting solely of two or more such directors
             who are duly designated to act in the matter by a majority vote of
             the full Board of Directors, or (B) independent legal counsel in a
             written opinion, which counsel shall be selected in accordance with
             such procedures as may be required by law; provided, however, that
             such counsel shall make only such determinations and authorizations
             as are permitted by law to be made by independent counsel, or (C)
             the stockholders of the Corporation acting in accordance with the
             Articles and the Bylaws of the Corporation and applicable law;

        4.   in the case of a Proceeding by or in the right of the Corporation
             to procure a judgment in its favor, no indemnification shall be
             made except for the payment of expenses reasonably incurred by such
             person in connection therewith; provided, however, that if such
             person shall have been adjudged to be liable for negligence or
             misconduct in the performance of his or her duties to the
             Corporation, no indemnification shall be made with respect to the
             expense incurred by such person in connection with such Proceeding
             unless, and only to the extent that, the court in which such
             Proceeding is brought, or a court of equity in the county or other
             local jurisdiction in which the Corporation has its principal
             office, shall determine upon application that, despite adjudication
             of liability but in view of all the circumstances of the case, he
             or she is fairly and reasonably entitled to indemnity for such
             expenses which such court shall deem proper; and

        5.   no indemnification or other protection shall be made or given to
             any director or officer of the Corporation against any liability to
             the Corporation or to its stockholders to which he or she would
             otherwise be subject by reason of willful misfeasance, bad faith,
             gross negligence or reckless disregard of the duties involved in
             the conduct of their respective offices.

        Expenses (including attorneys' fees) incurred in defending a Proceeding
        will be paid by the Corporation in advance of the final disposition
        thereof to the fullest extent permitted by law.

        The termination of any Proceeding by judgment, order, settlement,
        conviction, or upon a plea of nolo contendere or its equivalent, shall
        not, of itself, create a presumption that such person has not met the
        applicable standard of conduct set forth in subparagraphs (a) and (b)
        above.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

                                      4
<PAGE>   5


ITEM 8.  EXHIBITS.


         NUMBER   DESCRIPTION

         4.1*     Specimen Common Stock certificate

         4.2*     Articles of Amendment and Restatement of the Charter of the
                  Company

         4.3*     Bylaws of the Company

         4.4*     The Brantley Capital Corporation 1996 Stock Option Plan for
                  Officers and Employees

         5.1*     Opinion of Jenner & Block
 
        23.1**    Consent of Jenner & Block

        23.2*     Consent of Ernst & Young LLP

        * Filed herewith.

        ** Filed as part of Exhibit 5.1.


                                      5

<PAGE>   6


ITEM 9. UNDERTAKINGS.

   A.   SUBSEQUENT DISCLOSURE

        The undersigned Registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are being made,
             a post-effective amendment to this Registration Statement:

             (i)   To include any prospectus required by Section 10(a)(3) of the
                   Securities Act of 1933;

             (ii)  To reflect in the prospectus any facts or events arising
                   after the effective date of this Registration Statement (or
                   the most recent post-effective amendment thereof) which,
                   individually or in the aggregate, represent a fundamental
                   change in the information set forth in this Registration
                   Statement. Notwithstanding the foregoing, any increase or
                   decrease in volume of securities offered (if the total dollar
                   value of securities offered would not exceed that which was
                   registered) and any deviation from the low or high and of the
                   estimated maximum offering range may be reflected in the form
                   of prospectus filed with the Commission pursuant to Rule
                   424(b) if, in the aggregate, the changes in volume and price
                   represent no more than 20 percent change in the maximum
                   aggregate offering price set forth in the "Calculation of
                   Registration Fee" table in the effective Registration
                   Statement;

             (iii) To include any material information with respect to the plan
                   of distribution not previously disclosed in this Registration
                   Statement or any material change to such information in this
                   Registration Statement;

      provided however, that the undertakings set forth in paragraphs (i) and
      (ii) above do not apply if the information required to be included in a
      post-effective amendment by those paragraphs is contained in periodic
      reports filed with or furnished to the Commission by the Registrant
      pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
      that are incorporated by reference in this Registration Statement.

      (2)  That, for the purpose of determining any liability under the
           Securities Act of 1933, each such post-effective amendment shall be
           deemed to be a new registration statement relating to the securities
           offered therein, and the offering of such securities at that time
           shall be deemed to be the initial bona fide offering thereof.

      (3)  To remove from registration by means of a post-effective amendment
           any of the securities being registered which remain unsold at the
           termination of the offering.

B. INCORPORATION BY REFERENCE

    The undersigned Registrant hereby undertakes that, for purposes of
    determining any liability under the Securities Act of 1933, each filing of
    the Registrant's annual report pursuant to Section 13(a) or 15(d) of
    Securities Exchange Act of 1934  (and, where applicable, each filing of an
    employee benefit plan's annual report pursuant to Section 15(d) of the
    Securities Exchange Act of 1934) that is incorporated by reference in the
    Registration Statement shall be deemed to be a new registration statement
    relating to the securities offered therein, and the offering of such
    securities at that time shall be deemed to be the initial bona fide offering
    thereof.


                                      6

<PAGE>   7


C.   COMMISSION POSITION ON INDEMNIFICATION

      Insofar as indemnification for liabilities arising under the Securities
      Act of 1933 may be permitted to directors, officers and controlling
      persons of the Registrant pursuant to the foregoing provisions, or
      otherwise, the Registrant has been advised that in the opinion of the
      Securities and Exchange Commission such indemnification is against public
      policy as expressed in the Act and is, therefore, unenforceable.  In the
      event that a claim for indemnification against such liabilities (other
      than the payment by the Registrant of expenses incurred or paid by a
      director, officer or controlling person of the Registrant in the
      successful defense of any action, suit or proceeding) is asserted by such
      director, officer or controlling person in connection with the securities
      being registered, the Registrant will, unless in the opinion of its
      counsel the matter has been settled by controlling precedent, submit to a
      court of appropriate jurisdiction the question whether such
      indemnification by it is against public policy as expressed in the Act
      and will be governed by the final adjudication of such issue.

                                      7

<PAGE>   8


                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cleveland, State of Ohio, on this 3rd day of
December, 1996.


                                      BRANTLEY CAPITAL CORPORATION


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


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 3rd day of December, 1996.

/s/ ROBERT P. PINKAS                  Chairman of the Board, Chief Executive
-----------------------               Officer, Chief Financial Officer,
Robert P. Pinkas                      Treasurer and Director (principal
                                      executive officer, principal financial
                                      and accounting officer)

/s/ MICHAEL J. FINN                   President and Director 
-----------------------                             
Michael J. Finn

/s/ L. PATRICK BALES                  Director
-----------------------
L. Patrick Bales 


/s/ BENJAMIN F. BRYAN                 Director
-----------------------
Benjamin F. Bryan 

/s/ RICHARD MOODIE                    Director
-----------------------
Richard Moodie


                                      8
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1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 3, 1996
                   REGISTRATION NO. 333-____________________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                          BRANTLEY CAPITAL CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                  MARYLAND                            34-1838462
       (State of Incorporation)           (I.R.S. Employer Identification No.)

                            20600 CHAGRIN BOULEVARD
                                   SUITE 1150
                             CLEVELAND, OHIO  44122
              (Address of Principal Executive Offices) (Zip Code)

                        THE BRANTLEY CAPITAL CORPORATION
                             1996 STOCK OPTION PLAN
                           FOR OFFICERS AND EMPLOYEES
                            (Full Title of the Plan)

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

                                MICHAEL J. FINN
                       BRANTLEY CAPITAL MANAGEMENT, LTD.
                            20600 CHAGRIN BOULEVARD
                                   SUITE 1150
                             CLEVELAND, OHIO 44122
                    (Name and Address of Agent for Service)

                                 (216) 283-4800
         (Telephone Number, Including Area Code, of Agent for Service)

                                    Copy to:
                            MARYANN A. WARYJAS, ESQ.
                                 Jenner & Block
                                330 North Wabash
                            Chicago, Illinois  60611
                                 (312) 222-9350

                       CALCULATION OF REGISTRATION FEE
Proposed Maximum  Proposed Maximum                  
                                      Amount to be   Offering Price    Aggregate           Amount of      
Title of Securities to be Registered  Registered(1)  Per Share(2)      Offering Price(2)  Registration Fee
                                                  
Common Stock, $.01 par value          1,175,000      $10.00             $11,750,000         $4,051.72
(1) Plus an indeterminate number of shares that may be issued to prevent 
    dilution from stock splits, stock dividends and similar transactions.

(2) Calculated in accordance with Rule 457(h)(l) under the Securities Act of 
    1933, as amended.
2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         Not required to be included herewith.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Not required to be included herewith.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         This Registration Statement on Form S-8 relates to the registration of
shares of common stock, $.01 par value (the "Common Stock"), of Brantley Capital
Corporation (the "Company" or the "Registrant").

         The following documents heretofore filed by the Company with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference into this Registration Statement and made a part hereof:

        (a)  The description of the Company's Common Stock contained in the
             Company's Registration Statement on Form N-2 (1933 Act Registration
             No. 333-10785, 1940 Act Registration No. 814-00127) as filed with
             the Commission on October 30, 1996, including any amendments or
             reports filed for the purpose of updating such description.

         In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment to this Registration Statement which indicates
that all securities offered hereunder have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated in this
Registration Statement by reference and to be a part hereof from the date of the
filing of such documents.

         Any statement, including financial statements, contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or incorporated or deemed to be
incorporated by reference herein modifies or supersedes said statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.  The class of securities to be offered is registered
under Section 12 of the Securities Exchange Act of 1934, as amended.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 2-418 of the Maryland General Corporation Law provides for
indemnification of the Company's directors, officers, employees, and agents
under specified circumstances, which may include indemnity against expenses,
including attorneys' fees and judgments, fines and amounts paid in settlement
under the Securities Act of 1933, as amended (the "Securities Act").  The
Company has purchased and maintains insurance as is permitted by said Section
2-418 on behalf of directors and officers, which insurance may cover liabilities
under the Securities Act.  Article VIII of the Bylaws of the Company provides
for such indemnification to the extent and under the circumstances permitted by
said Section 2-418.

                                      2
3

     Article EIGHTH of the Company's Articles of Amendment and Restatement of
the Charter provides as follows (in this excerpt, (i) Brantley Capital
Corporation is defined as the "Corporation," (ii) the Securities Act of 1933 is
referred to as the "Securities Act," and (iii) the Investment Company Act of
1940 is referred to as the "Investment Company Act"):

      Section 1.  To the fullest extent that limitations on the liability of
      directors and officers is permitted by Maryland statutory or decisional
      law, as amended or interpreted, no director or officer of the Corporation
      shall have any liability to the Corporation or its stockholders for
      monetary damages.  This limitation on liability applies to events
      occurring at the time a person serves as a director or officer of the
      Corporation whether or not such person is a director or officer at the
      time of any proceeding in which liability is asserted.  No amendment of
      these Articles of Incorporation or repeal of any of the provisions hereof
      shall limit or eliminate the benefits provided to directors and officers
      under this provision with respect to any act or omission which occurred
      prior to such amendment or repeal.

      Section 2.  Any person who was or is a party or is threatened to be made a
      party in any threatened, pending or completed action, suit or proceeding,
      whether civil, criminal, administrative or investigative, by reason of the
      fact that such person is a current or former director or officer of the
      Corporation or is or was serving while a director or officer of the
      Corporation at the request of  the Corporation as a director, officer,
      partner, trustee, employee, agent or fiduciary of another corporation,
      partnership, joint venture, trust, enterprise or employee benefit plan,
      shall be indemnified by the Corporation against judgments, penalties,
      fines, excise taxes, settlements and reasonable expenses (including
      attorneys' fees) actually incurred by such person in connection with such
      action, suit or proceeding to the fullest extent permissible under the
      General Corporation Law, the Securities Act and the Investment Company
      Act, as such statutes are now or hereafter in force. In addition, the
      Corporation shall also advance expenses to its currently acting and its
      former directors and officers to the fullest extent that indemnification
      of directors and officers is permitted by the General Corporation Law, the
      Securities Act and the Investment Company Act.  The Board of Directors may
      by bylaw, resolution or agreement make further provisions for
      indemnification of the directors, officers, employees and agents to the
      fullest extent permitted by the General Corporation Law.

      Section 3.  No provision of this Article EIGHTH shall be effective to
      protect or purport to protect any director or officer of the Corporation
      against any liability to the Corporation or its stockholders to which he
      or she would otherwise be subject by reason of willful misfeasance, bad
      faith, gross negligence or reckless disregard of the duties involved in
      the conduct of their respective offices.

     Section A of Article VIII of the Bylaws of the Company provides as follows
(in this excerpt, (i) Brantley Capital Corporation is defined as the
"Corporation" and (ii) the Investment Company Act of 1940 is referred to as the
"Investment Company Act"):

      The Corporation shall indemnify each person who was or is a party or is
      threatened to be made a party to any threatened, pending or completed
      action, suit or proceeding, whether civil, criminal, administrative or
      investigative (a "Proceeding"), by reason of the fact that he or she is
      or was a director, officer, employee or agent of the Corporation or is or
      was serving at the request of the Corporation as a director, officer,
      employee, agent, partner or trustee of another corporation, partnership,
      joint venture, trust or other enterprise, against all judgments,
      penalties, fines and settlements and against all reasonable expenses,
      including attorneys' fees, actually incurred by him or her in connection
      with such Proceeding to the fullest extent permitted by law, provided
      that:

                                      3
4

        1.   such person acted in good faith and (i) in the case of conduct in
             such person's official capacity with the Corporation, in a manner
             he or she reasonably believed to be in the best interests of the
             Corporation and (ii) in all other cases, in a manner he or she
             reasonably believed not opposed to the best interests of the
             Corporation;

        2.   with respect to any criminal proceeding, such person had no
             reasonable cause to believe his or her conduct was unlawful;

        3.   unless ordered or permitted by a court, indemnification shall be
             made only as authorized in the specific case upon (i) a
             determination that indemnification of such person is proper in the
             circumstances because he or she has met the applicable standard of
             conduct set forth in subparagraphs (a) and (b) above, and (ii) such
             other authorizations and determinations as may be required by law
             to be made, by (A) the Board of Directors of the Corporation by the
             vote of a majority of a quorum consisting of directors who are
             neither "interested persons" of the Corporation as defined in the
             Investment Company Act nor parties to such Proceeding or if such
             quorum cannot be obtained, by a majority vote of a committee of the
             Board of Directors consisting solely of two or more such directors
             who are duly designated to act in the matter by a majority vote of
             the full Board of Directors, or (B) independent legal counsel in a
             written opinion, which counsel shall be selected in accordance with
             such procedures as may be required by law; provided, however, that
             such counsel shall make only such determinations and authorizations
             as are permitted by law to be made by independent counsel, or (C)
             the stockholders of the Corporation acting in accordance with the
             Articles and the Bylaws of the Corporation and applicable law;

        4.   in the case of a Proceeding by or in the right of the Corporation
             to procure a judgment in its favor, no indemnification shall be
             made except for the payment of expenses reasonably incurred by such
             person in connection therewith; provided, however, that if such
             person shall have been adjudged to be liable for negligence or
             misconduct in the performance of his or her duties to the
             Corporation, no indemnification shall be made with respect to the
             expense incurred by such person in connection with such Proceeding
             unless, and only to the extent that, the court in which such
             Proceeding is brought, or a court of equity in the county or other
             local jurisdiction in which the Corporation has its principal
             office, shall determine upon application that, despite adjudication
             of liability but in view of all the circumstances of the case, he
             or she is fairly and reasonably entitled to indemnity for such
             expenses which such court shall deem proper; and

        5.   no indemnification or other protection shall be made or given to
             any director or officer of the Corporation against any liability to
             the Corporation or to its stockholders to which he or she would
             otherwise be subject by reason of willful misfeasance, bad faith,
             gross negligence or reckless disregard of the duties involved in
             the conduct of their respective offices.

        Expenses (including attorneys' fees) incurred in defending a Proceeding
        will be paid by the Corporation in advance of the final disposition
        thereof to the fullest extent permitted by law.

        The termination of any Proceeding by judgment, order, settlement,
        conviction, or upon a plea of nolo contendere or its equivalent, shall
        not, of itself, create a presumption that such person has not met the
        applicable standard of conduct set forth in subparagraphs (a) and (b)
        above.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

                                      4
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ITEM 8.  EXHIBITS.

         NUMBER   DESCRIPTION

         4.1*     Specimen Common Stock certificate

         4.2*     Articles of Amendment and Restatement of the Charter of the
                  Company

         4.3*     Bylaws of the Company

         4.4*     The Brantley Capital Corporation 1996 Stock Option Plan for
                  Officers and Employees

         5.1*     Opinion of Jenner & Block
 
        23.1**    Consent of Jenner & Block

        23.2*     Consent of Ernst & Young LLP

        * Filed herewith.

        ** Filed as part of Exhibit 5.1.

                                      5
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ITEM 9. UNDERTAKINGS.

   A.   SUBSEQUENT DISCLOSURE

        The undersigned Registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are being made,
             a post-effective amendment to this Registration Statement:

             (i)   To include any prospectus required by Section 10(a)(3) of the
                   Securities Act of 1933;

             (ii)  To reflect in the prospectus any facts or events arising
                   after the effective date of this Registration Statement (or
                   the most recent post-effective amendment thereof) which,
                   individually or in the aggregate, represent a fundamental
                   change in the information set forth in this Registration
                   Statement. Notwithstanding the foregoing, any increase or
                   decrease in volume of securities offered (if the total dollar
                   value of securities offered would not exceed that which was
                   registered) and any deviation from the low or high and of the
                   estimated maximum offering range may be reflected in the form
                   of prospectus filed with the Commission pursuant to Rule
                   424(b) if, in the aggregate, the changes in volume and price
                   represent no more than 20 percent change in the maximum
                   aggregate offering price set forth in the "Calculation of
                   Registration Fee" table in the effective Registration
                   Statement;

             (iii) To include any material information with respect to the plan
                   of distribution not previously disclosed in this Registration
                   Statement or any material change to such information in this
                   Registration Statement;

      provided however, that the undertakings set forth in paragraphs (i) and
      (ii) above do not apply if the information required to be included in a
      post-effective amendment by those paragraphs is contained in periodic
      reports filed with or furnished to the Commission by the Registrant
      pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
      that are incorporated by reference in this Registration Statement.

      (2)  That, for the purpose of determining any liability under the
           Securities Act of 1933, each such post-effective amendment shall be
           deemed to be a new registration statement relating to the securities
           offered therein, and the offering of such securities at that time
           shall be deemed to be the initial bona fide offering thereof.

      (3)  To remove from registration by means of a post-effective amendment
           any of the securities being registered which remain unsold at the
           termination of the offering.

B. INCORPORATION BY REFERENCE

    The undersigned Registrant hereby undertakes that, for purposes of
    determining any liability under the Securities Act of 1933, each filing of
    the Registrant's annual report pursuant to Section 13(a) or 15(d) of
    Securities Exchange Act of 1934  (and, where applicable, each filing of an
    employee benefit plan's annual report pursuant to Section 15(d) of the
    Securities Exchange Act of 1934) that is incorporated by reference in the
    Registration Statement shall be deemed to be a new registration statement
    relating to the securities offered therein, and the offering of such
    securities at that time shall be deemed to be the initial bona fide offering
    thereof.

                                      6
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C.   COMMISSION POSITION ON INDEMNIFICATION

      Insofar as indemnification for liabilities arising under the Securities
      Act of 1933 may be permitted to directors, officers and controlling
      persons of the Registrant pursuant to the foregoing provisions, or
      otherwise, the Registrant has been advised that in the opinion of the
      Securities and Exchange Commission such indemnification is against public
      policy as expressed in the Act and is, therefore, unenforceable.  In the
      event that a claim for indemnification against such liabilities (other
      than the payment by the Registrant of expenses incurred or paid by a
      director, officer or controlling person of the Registrant in the
      successful defense of any action, suit or proceeding) is asserted by such
      director, officer or controlling person in connection with the securities
      being registered, the Registrant will, unless in the opinion of its
      counsel the matter has been settled by controlling precedent, submit to a
      court of appropriate jurisdiction the question whether such
      indemnification by it is against public policy as expressed in the Act
      and will be governed by the final adjudication of such issue.

                                      7
8

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cleveland, State of Ohio, on this 3rd day of
December, 1996.

                                      BRANTLEY CAPITAL CORPORATION

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

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 3rd day of December, 1996.

/s/ ROBERT P. PINKAS                  Chairman of the Board, Chief Executive
-----------------------               Officer, Chief Financial Officer,
Robert P. Pinkas                      Treasurer and Director (principal
                                      executive officer, principal financial
                                      and accounting officer)

/s/ MICHAEL J. FINN                   President and Director 
-----------------------                             
Michael J. Finn

/s/ L. PATRICK BALES                  Director
-----------------------
L. Patrick Bales 

/s/ BENJAMIN F. BRYAN                 Director
-----------------------
Benjamin F. Bryan 

/s/ RICHARD MOODIE                    Director
-----------------------
Richard Moodie

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