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)

9/9/2011
(Street)

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

9/12/2011 
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

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   (1) $1.43   9/9/2011     D         70000    3/16/2010   (2) 3/16/2015   Common stock par value $.001   70000     (3) 0   D    

Explanation of Responses:
( 1)  On 9/12/11, the reporting person filed a Form 4 which neglected to disclose the termination and cancellation of this option as of 9/9/11.
( 2)  This option, granted on 3/16/10 pursuant to the Company's 2009 Stock Option , vests in 1/3 increments on each of the grant date and the 1st and second anniversaries of the grant date.
( 3)  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 to the termination and cancellation of 280,000 options with exercise prices above $1.21 per share that he held.

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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