FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

RAN ASSAF
2. Issuer Name and Ticker or Trading Symbol

MANHATTAN BRIDGE CAPITAL, INC [ LOAN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President & CEO__
(Last)          (First)          (Middle)

C/O MANHATTAN BRIDGE CAPITAL, INC., 60 CUTTER MILL ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

12/13/2011
(Street)

GREAT NECK, NY 11021
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   12/13/2011     P    2940   A   (1) 2479535   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
OPTIONS FOR COMMON STOCK PAR VALUE $.001   (2) $0.74                    3/18/2009   (3) 3/18/2014   Common stock par value $.001   140000     140000   (2) D    
OPTIONS FOR COMMON STOCK PAR VALUE $.001   (2) $1.01                    3/13/2008   (4) 3/13/2013   Common stock par value $.001   70000     70000   (2) D    

Explanation of Responses:
( 1)  Reflects the weighted average price of multiple same day open market purchases within a one dollar price range of one another at prices ranging from $0.9925 to $1.00 per share.
( 2)  On 9/9/11, under the terms of a Restricted Shares Agreement (the "Restricted Stock Agreement") between the reporting person and Manhattan Bridge Capital, Inc.(the "Company"), upon shareholders' approval, the reporting person received a grant of 1,000,000 shares of restricted common stock of the Company ("Restricted Shares") and agreed, among other things, that he will not exercise these options with exercise prices below $1.21 per share.
( 3)  This option, granted on 3/18/09 pursuant to the Company's 1999 Stock Option , vests in 1/3 increments on each of the grant date and the 1st and second anniversaries of the grant date .
( 4)  This option, granted on 3/13/08 pursuant to the Company's 1999 Stock Option , vests in 1/3 increments on each of the grant date and the 1st and second anniversaries of the grant date .

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
RAN ASSAF
C/O MANHATTAN BRIDGE CAPITAL, INC.
60 CUTTER MILL ROAD
GREAT NECK, NY 11021
X X President & CEO__

Signatures
/s/ Assaf Ran 12/13/2011
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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