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<SEC-DOCUMENT>0001275287-06-000573.txt : 20060202
<SEC-HEADER>0001275287-06-000573.hdr.sgml : 20060202
<ACCEPTANCE-DATETIME>20060202091209
ACCESSION NUMBER:		0001275287-06-000573
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20060202
ITEM INFORMATION:		Regulation FD Disclosure
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060202
DATE AS OF CHANGE:		20060202

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			RAND CAPITAL CORP
		CENTRAL INDEX KEY:			0000081955
		IRS NUMBER:				160961359
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-08205
		FILM NUMBER:		06571663

	BUSINESS ADDRESS:	
		STREET 1:		2200 RAND BUILDING
		CITY:			BUFFALO
		STATE:			NY
		ZIP:			14203
		BUSINESS PHONE:		7168530802

	MAIL ADDRESS:	
		STREET 1:		2200 RAND BUILDING
		CITY:			BUFFALO
		STATE:			NY
		ZIP:			14203
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>rc4679.txt
<DESCRIPTION>FORM 8-K
<TEXT>
================================================================================

                                  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):
                                February 2, 2006

                            RAND CAPITAL CORPORATION
             (Exact Name of registrant as specified in its charter)

           New York                   001-08205               16-0961359
 (State or other jurisdiction      (Commission File          (IRS Employer
      of incorporation)                Number)           Identification Number)

                               2200 Rand Building
                             Buffalo, New York 14203
              (Address of principal executive offices and zip code)

       Registrant's telephone number, including area code: (716) 853-0802

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

[ ]  Written communications pursuant to Rule 425 under the Securities
     Act (17CFR 230.425)

[ ]  Soliciting materials pursuant to Rule 14a-12 under the Exchange
     Act (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

================================================================================

<PAGE>

Item 7.01:  Regulation FD Disclosure

            In accordance with interim guidance of the Securities and Exchange
            Commission, this disclosure pursuant to Item 2.02 of Form 8-K is
            made under Item 7.01.

            On February 2, 2006, Rand Capital Corporation issued a press release
            announcing its net asset value for the quarter ended December 31,
            2005. The text of the press release is included as an exhibit to
            this Form 8-K. Pursuant to the rules and regulations of the
            Securities and Exchange Commission, such exhibit and the information
            set forth therein and herein is deemed to be furnished and shall not
            be deemed to be filed.

Item 9.01:  Financial Statements and Exhibits

            (a) Not Applicable

            (b) Not Applicable

            (c) Not Applicable

            (d) Exhibits

            Exhibit No.    Description
            -----------    -----------------------------------------------------
            99.1           Press release dated February 2, 2006

<PAGE>

                                   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: February 2, 2006                          Rand Capital Corporation


                                                By: /s/  Daniel P. Penberthy
                                                    ----------------------------
                                                    Daniel P. Penberthy
                                                    Executive Vice President/
                                                    Chief Financial Officer

<PAGE>

                                  EXHIBIT INDEX

Exhibit No.   Description
- -----------   ------------------------------------------------------------------
   99.1       Press release dated February 2, 2006
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>rc4679ex991.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1

                      RAND CAPITAL CORPORATION NEWS RELEASE

                                                       FOR IMMEDIATE RELEASE
                                                       February 2, 2006
                                                       CONTACT:  Allen F. Grum
                                                       716-853-0802

                  RAND CAPITAL ANNOUNCES FOURTH QUARTER RESULTS
                             AND TWO NEW INVESTMENTS

BUFFALO, NY, Rand Capital Corporation (www.randcapital.com) [NASDAQ: RAND]
announced that its net asset value for the quarter ended December 31, 2005 is
$1.51 per share.

Rand increased its valuation of Carolina Skiff, LLC (Waycross, GA)
(www.carolinaskiff.com) and Topps Meat Company, LLC (Elizabeth, NJ)
(www.toppsmeat.com) by $370,000 due to their strong operating results.

Also during the quarter Rand reduced four portfolio values by a total of
$695,000 in accordance with its valuation policies. These write-downs included a
$237,000 valuation change for Minrad International, Inc. (Buffalo, NY)
(www.minrad.com), to $1.65 per share, based on the year-end trading range for
this publicly held security. The remaining companies were revalued to reflect
current business conditions in their respective markets. If these business
conditions were to improve, their valuations will be reviewed.

New investments during the quarter included $500,000 into EmergingMed.com, Inc.
(New York, NY) (www.emergingmed.com), as part of a $3 million Senior
Subordinated Note financing with Advantage Capital (New York, NY), The Spring
Bay Companies (Ponte Vedra Beach, Florida) and Florida Gulfshore Capital
(Naples, Florida). EmergingMed has created an unparalleled matching technology
that allows people with serious illnesses, their caregivers and physicians to
compare a short personal profile to the enrollment criteria of thousands of
clinical trials. EmergingMed has partnered with numerous organizations to offer
its services through private- label collaborations. These partners include the
American Cancer Society, the Lance Armstrong Foundation, Pfizer Oncology,
Dana-Farber/Harvard Cancer Center and the State of Florida. Their clinical trial
matching and referral services also helps pharmacy companies' speed up the
development and testing of new drugs.

Also during the quarter, Rand purchased shares of Preferred Series A Stock,
$204,000, in Rocket Broadband Networks, Inc. (Rochester, NY and Amherst, NY)
(www.rocketbroadband.com), as part of a $2.5 million equity financing.
Co-investors included High Peaks Venture Partners (Troy, NY), Trillium Group
(through its University Seed Fund) (Pittsford, NY), and Onondaga Venture Capital
Fund (Syracuse, NY). Rocket Broadband is a service provider of "Triple Play"
communications services, including satellite TV, high speed/broadband internet
access and digital telephone services to multiple dwelling unit (MDU) apartment
and condominium properties. Rocket is the only MDU focused System Operator for
DirecTV in Upstate New York. Its customers include MDU complexes throughout
Western New York. Rocket's products enable property owners to offer unique
amenities, help to attract new tenants, realizing an increase both occupancy
rates and revenue per unit. Rocket was founded in Amherst, NY, and will maintain
its technical operations there. As part of the financing, a new CEO was hired,
Phil Yaman, co-founder of Choice One Communications, a Rochester, New York based
competitive local exchange carrier (CLEC). Rocket and Mr. Yaman will be
headquartered in Rochester, NY.

<PAGE>

During the quarter, Rand did not repurchase any shares under its previously
issued stock buy back program.

This release may contain forward-looking statements and reports the consolidated
operations of Rand Capital Corporation and Rand Capital SBIC, L.P; all
statements are pursuant to the Safe Harbor Provisions of the 1995 Private
Securities Litigation Reform Act; and are subject to uncertainties in predicting
future results. These statements reflect the Corporation's current beliefs, and
many factors could cause actual results to differ materially from this release.
See Rand's Form 10-Q's filed with the Securities and Exchange Commission for a
detailed discussion of the risks associated with the Corporation's business,
including but not limited to, risks associated with venture capital investing
and other factors that could affect actual results. Except as required by
Federal securities laws, Rand Capital Corporation and Rand Capital SBIC, L.P.
undertakes no obligation to update or revise forward-looking statements for new
events and uncertainties.

Rand Capital Corporation is a publicly held venture capital company,
headquartered in Buffalo, New York, registered on the NASDAQ Small Cap Market
under the symbol "RAND". Rand's investment strategy is to provide venture
capital and expansion capital to emerging businesses, primarily in Upstate New
York and the Northeast, through Rand, and its SBIC subsidiary.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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