UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 5)*


                          Brantley Capital Corporation
                                (Name of Issuer)


                                  Common Stock
                         (Title of Class of Securities)


                                   105-494-108
                                 (CUSIP Number)


                                Richard A. Barone
                               Ancora Capital Inc.
                              One Chagrin Highlands
                          2000 Auburn Drive, Suite 420
                              Cleveland, Ohio 44122
                                 (216) 825-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and
                                Communications)


                                  July 31, 2002
             (Date of Event which Requires Filing of this Statement)


If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.

Check the following box if a fee is being paid with the statement |_|.






                                  SCHEDULE 13D

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CUSIP No.                                                     Page 2 of 6 Pages
105-494-108
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  1     NAMES OF REPORTING PERSONS
        I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


        Richard A. Barone
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  2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a) |_|
                        (b) |_|

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 3      SEC USE ONLY

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  4     SOURCE OF FUNDS*
        OO
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 5      CHECK BOX  IF DISCLOSURE  OF  LEGAL  PROCEEDINGS IS REQUIRED PURSUANT TO
        ITEMS  2(d) or 2(E) |_|

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  6     CITIZENSHIP OR PLACE OF ORGANIZATION
        State of Ohio, U.S.A.
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                                   7   SOLE VOTING POWER
NUMBER OF                              20,000
SHARES
BENEFICIALLY                     -----------------------------------------------
OWNED BY                         -----------------------------------------------
EACH
REPORTING PERSON                   8   SHARED VOTING POWER
WITH                                   0

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

                                   9   SOLE DISPOSITIVE POWER
                                       20,000

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

                                  10   SHARED DISPOSITIVE POWER
                                       425,580

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 11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  445,580

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 12     CHECK BOX  IF THE  AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
        |_|

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 13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  11.69%

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 14     TYPE OF REPORTING PERSON*
        IN
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Item 1.  Security and Issuer

     This  Statement  relates to the shares of Common  Stock (the  "Shares")  of
Brantley  Capital  Corporation  ("Brantley"  or  the  "Issuer").  The  principal
executive  offices of Brantley  are located at 20600  Chagrin  Boulevard,  Suite
1150, Cleveland, Ohio 44122.

Item 2.  Identity and Background

     On  October  3,  2000,  Resource  Management,  Inc.  ("RMI")  d.b.a.  Maxus
Investment  Group  ("MIG"),  executed an Agreement and Plan of Merger with Fifth
Third Bancorp ("FTB"), pursuant to which FTB acquired all of the stock of RMI by
means  of a  merger  of RMI with and  into  FTB.  MIG was a  financial  services
corporation  which owned all of the  outstanding  shares of Gelfand  Maxus Asset
Management  Inc.,  an  entity  incorporated  under the laws of the State of Ohio
("GMAM"),  Maxus Asset Management,  an entity incorporated under the laws of the
State of Ohio ("MAM"), and Maxus Securities Corporation,  an entity incorporated
under  the laws of the  State  of Ohio  ("MSC").  GMAM  and MAM were  registered
investment  advisors  having the power to  dispose  of the  Shares  owned by the
investment  clients for which they acted as advisors.  MSC was a  broker-dealer.
MAM acted as the investment  adviser to and manager for Maxus Income Fund, Maxus
Equity Fund, Maxus Laureate Fund, Maxus Ohio Heartland Fund and Maxus Aggressive
Value Fund pursuant to an Investment Advisory and Administration Agreement.

     FTB, an Ohio corporation,  is a registered  financial holding company and a
bank holding company. FTB provides a diversified range of banking and nonbanking
services and products. FTB's principal office is located in Cincinnati, Ohio and
its common  stock is traded in the  over-the-counter  market  through The Nasdaq
National Market under the symbol "FITB."

     Richard A. Barone,  an individual ("Mr.  Barone"),  was a director of GMAM;
the controlling shareholder of MIG; principally employed as CEO of MIG, MAM, and
MSC;  Chairman of Maxus Income Fund,  Maxus Equity Fund,  Maxus  Laureate  Fund,
Maxus Ohio  Heartland  Fund and Maxus  Aggressive  Value Fund,  all of which are
registered  under the Investment  Company Act of 1940. On November 30, 2000, RMI
sold its stock investment in BD Holdings Inc., an entity  incorporated under the
laws of the State of Nevada ("BDH"),  to Mr. Barone.  BDH later changed its name
to Ancora  Securities Inc.  ("Ancora  Securities"),  which became a wholly-owned
subsidiary of Ancora Capital Inc.  ("Ancora  Capital").  Ancora  Securities is a
broker-dealer that operates a correspondence  business which executes marketable
security  transactions on behalf of other broker-dealers and serves as broker to
a limited number of individual and institutional clients.

     The Agreement  and Plan of Merger  between FTB and RMI closed on January 2,
2001. Upon the closing of the Transaction,  MAM became a wholly-owned subsidiary
of FTB. MAM has changed its name to Fifth Third  Investment  Advisors  ("FTIA").
Mr. Barone no longer has an official title or responsibilities at FTIA except as
portfolio  manager.  A majority of the  outstanding  voting  shareholders of the
Maxus Income Fund,  Maxus Equity Fund and Maxus Aggressive Value Fund approved a
New Investment  Advisory Agreement with FTIA in which Mr. Barone was retained as
the  portfolio  manager of these  funds,  which have been  merged into the Fifth
Third (Maxus) Multi Cap Value Fund, Fifth Third (Maxus) Micro Cap Value Fund and
the Fifth Third (Maxus) Strategic Income Fund respectively.

     As a result of the items described above, this Amendment Statement is filed
on behalf of Mr. Barone,  an individual,  whose business  address is One Chagrin
Highlands,  2000 Auburn Drive, Suite 420, Cleveland,  Ohio 44122. Mr. Barone and
the other entities named herein each disclaim membership in a Group as such term



is defined in Section  13(d)(3) of the  Securities  Exchange Act of 1934 and the
Rules and Regulations promulgated thereunder.

     Ancora Capital is a recently  formed holding company which owns 100% of the
stock of Ancora Securities (formerly BDH). Ancora Capital is not associated with
FTIA or FTB. Mr. Barone is the  controlling  shareholder of Ancora  Capital;  an
individual  investor;  portfolio  manager of the Fifth Third  (Maxus)  Multi Cap
Value Fund, Fifth Third (Maxus) Micro Cap Value Fund and the Fifth Third (Maxus)
Strategic Income Fund, all of which are registered under the Investment  Company
Act of 1940;  and  portfolio  manager of Fifth  Third  Investment  Advisors  for
privately managed client accounts managed by Fifth Third Investment Advisors.

     During the last five years, Mr. Barone has not been convicted in a criminal
proceeding  and has not  been a party to a civil  proceeding  of a  judicial  or
administrative body of competent jurisdiction, as a result of which he was or is
subject to a judgment,  decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.

     Mr. Barone is a U.S. citizen.

Item 3.  Source and Amount of Funds or Other Consideration

     Ancora  Securities  owns no Shares  directly but Ancora  Securities  may be
deemed to own (within the meaning of Rule  13(d)(3) of the  Securities  Exchange
Act of 1934) 138,880 Shares  purchased by Ancora  Securities for the accounts of
its investment clients. Ancora Securities disclaims beneficial ownership of such
Shares.

Item 4.  Purpose of Transaction

     Mr. Barone and the other entities named herein acquired Shares to establish
investment  positions in the Issuer.  Subject to market and business  conditions
and other  factors,  Mr.  Barone and other  entities  named  herein may purchase
additional  Shares,  maintain their present  ownership of Shares or sell some or
all of the Shares.

     According to a Schedule 13D filed June 10, 2002 by Phillip  Goldstein  with
respect to the Common Stock of the Issuer, Mr. Goldstein, a director of Brantley
and the beneficial  owner of 253,400 Shares or 6.65% of the outstanding  Shares,
and Robert P.  Pinkas,  Chairman of the Board of  Directors  of  Brantley,  have
reached  an  impasse  with  respect  to the  best  way  to  maximize  value  for
shareholders.  As a result,  Mr. Goldstein has notified Brantley that he intends
to nominate  two people,  Gerald  Hellerman  and Andrew  Dakos,  for election as
directors,  and to present two  proposals at Brantley's  2002 Annual  Meeting of
Shareholders scheduled for August 8, 2002 (Brantley's 2002 Annual Meeting of
Shareholders has been rescheduled for September 17, 2002).  The proposals to be
presented include a proposal  that an orderly  liquidation  of  Brantley be
commenced  as soon as practicable,  and if that  proposal is approved,  that the
existing  investment advisory agreement be terminated and a new advisory
agreement be negotiated at a reduced fee.

     Mr. Barone filed a Schedule 13D on June 14, 2002 supporting Mr. Goldstein
regarding his intent to nominate such individuals and present such proposals.
Mr. Barone continues to support the plan described by Mr. Goldstein in
Schedule 13D filed June 10, 2002.  As noted on page 2 of this Statement, Mr.
Barone has sole voting power over 20,000 Shares, shared voting power over no
Shares,  sole dispositive power over 20,000 Shares and shared  dispositive power



over  425,580  Shares.  There is no  agreement  between  Mr.  Barone,  the other
entities  named  herein and Mr.  Goldstein  to buy,  sell or vote  their  Shares
together.

Item 5.  Interest in Securities of the Issuer

     Set forth below for Mr. Barone and the other entities named herein,  in the
aggregate,  is the number of Shares which may be deemed to be beneficially owned
as of the  beginning of business on August 6, 2002,  and the  percentage  of the
Shares  outstanding  represented  by such ownership  (based on 3,810,535  shares
outstanding):

Name:                               No. of Shares         Percent of Class

Ancora Securities(1)                 118,880                   3.12 %

Richard Barone(2)                     20,000                   0.52 %

Fifth Third Mutual                    71,200                   1.87 %
Funds(3)

Fifth Third Managed                  235,500                   6.18 %
Accounts(4)

Total(5)                             445,580                  11.69 %

(1) These Shares are owned by investment clients of Ancora Securities who may be
deemed to  beneficially  own these Shares by reason of their power to dispose of
such  Shares.  Ancora  Securities  disclaims  beneficial  ownership  of all such
Shares.

(2) Shares owned  directly by Mr. Barone as an individual  investor and are held
at Ancora Securities.

(3) Mr.  Barone  owns  zero of these  Shares  directly  but,  by  virtue  of his
positions as portfolio  manager of the Fifth Third (Maxus) Multi Cap Value Fund,
Fifth Third (Maxus)  Micro Cap Value Fund and the Fifth Third (Maxus)  Strategic
Income Fund,  all of which are registered  under the  Investment  Company Act of
1940, he may be deemed to beneficially  own 71,200 Shares.  Mr. Barone disclaims
beneficial ownership of all such Shares.

(4) Mr.  Barone  owns  zero of these  Shares  directly  but,  by  virtue  of his
positions as portfolio manager of Fifth Third Investment  Advisors for privately
managed client accounts  managed by Fifth Third Investment  Advisors,  he may be
deemed to  beneficially  own 235,500  Shares.  Mr. Barone  disclaims  beneficial
ownership of all such Shares.

(5) Mr.  Barone owns 20,000  Shares  directly but, by virtue of his positions as
the  controlling  shareholder  of Ancora  Securities;  an  individual  investor;
portfolio  manager of the Fifth Third (Maxus) Multi Cap Value Fund,  Fifth Third
(Maxus) Micro Cap Value Fund and the Fifth Third (Maxus)  Strategic Income Fund;
and portfolio  manager of Fifth Third Investment  Advisors for privately managed
client accounts managed by Fifth Third Investment Advisors,  he may be deemed to
beneficially own 445,580 Shares.  Mr. Barone disclaims  beneficial  ownership of
425,580 such Shares.




     (c)  The following transactions were effected since the most recent filing
	  of Schedule 13D:

		See Exhibit A Relevant Transactions in Shares.

     (d)  None.

     (e)  Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer

     Phillip  Goldstein  and  related  entities  have  brokerage  accounts  with
Samuels, Chase & Co., which has a business arrangement for execution with Ancora
Securities.  Except as set  forth in this  Statement,  there  are no  contracts,
arrangements,  understandings or relationships  (legal or otherwise) between Mr.
Barone and any of the entities  named herein or any other person with respect to
any Shares.

Item 7.  Material to Be Filed as Exhibits

     Exhibit A Relevant Transactions in Share.

Signature

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.


     August 7, 2002                        /s/ Richard A. Barone
     -------------                        ---------------------
     Date                                       Signature


                                          Richard A. Barone
                                          -----------------
                                             Name/Title



      			      EXHIBIT A

	   	  Brantley Capital Corporation (BBDC)
                      SECURITY CROSS REFERENCE

Date                                                    Unit
Purchased                      Quantity                 Cost
---------                     ----------               ------

6/11/2002			  500 			 9.81
6/11/2002			  500 			 9.81
6/11/2002			  100 			 9.54
6/11/2002			  500 			 9.54
6/17/2002			  100 		      	10.25
6/17/2002			  100 			10.21
6/17/2002			  100 			10.19
6/17/2002			  100 			10.20
6/17/2002			  100 			10.15
6/17/2002			  100 			10.15
6/17/2002			  100 			10.15
6/17/2002			  100 			10.05
6/17/2002			  100 			10.10
6/17/2002			  600 			10.00
6/17/2002			  500 			 9.94
6/26/2002			3,000 			 9.86
6/26/2002			1,000 			 9.86
6/26/2002			  500 			 9.86
6/26/2002			  500 			 9.86
7/03/2002			  200 			 9.50
7/03/2002			  300 			 9.50
7/03/2002			  500 			 9.50
7/03/2002			1,600 			 9.50
7/03/2002			  400 			 9.50
7/03/2002			  100 			 9.50
7/03/2002			1,000 			 9.49
7/03/2002			  400 			 9.49
7/03/2002			  500 			 9.49
7/03/2002			3,900 			 9.45
7/03/2002			  100 			 9.45
7/03/2002			  500 			 9.45
7/03/2002			  500 			 9.45
7/03/2002			4,500 			 9.42
7/03/2002			  500 			 9.42
7/22/2002			1,500 			 8.90
7/23/2002			4,500 			 8.34
7/23/2002			  500 			 8.34
7/24/2002			  600 			 8.39
7/24/2002			  900 			 8.39
7/24/2002			1,000 			 8.39
7/24/2002			2,000 			 8.39
7/24/2002			  500 			 8.39
7/25/2002			  500 			 8.27
7/25/2002			1,000 			 8.27
7/25/2002			  500 			 8.27
7/25/2002			1,000 			 8.27
7/25/2002			  500 			 8.27
7/25/2002			1,000 			 8.27
7/25/2002			  900 			 8.23
7/25/2002			  600 			 8.27
7/25/2002			  500 			 8.23
7/25/2002			  200 			 8.23
7/25/2002			1,800 			 8.46
7/25/2002			  500 			 8.46
7/26/2002			  900 			 8.46
7/26/2002			  700 			 9.00
7/26/2002			  500 			 8.46
7/26/2002			  100 			 8.71
7/26/2002			  100 			 8.70
7/26/2002			  100 			 8.70
7/26/2002			  100 			 8.66
7/26/2002			  100 			 8.61
7/26/2002			  100 			 8.56
7/26/2002			  100 			 8.51
7/29/2002			  500 			 8.60
7/29/2002			  500 			 8.60
7/29/2002			  500 			 8.50
7/29/2002			1,000 			 8.60
7/29/2002			  100 			 8.60
7/29/2002			  100 			 8.55
7/29/2002			  100 			 8.50
8/01/2002			1,200 			 8.34
8/01/2002			1,000 			 8.34
8/01/2002			  400 			 8.85
8/01/2002			  100 			 8.80
8/01/2002			  100 			 8.75
8/01/2002			  100 			 8.70
8/01/2002			  100 			 8.65
8/01/2002			  100 			 8.60
8/01/2002			  100 			 8.55
8/01/2002			  700 			 8.50
8/01/2002			  500 			 8.50

                               -------
                               54,100