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<SEC-DOCUMENT>0001275287-06-002284.txt : 20060427
<SEC-HEADER>0001275287-06-002284.hdr.sgml : 20060427
<ACCEPTANCE-DATETIME>20060427163847
ACCESSION NUMBER:		0001275287-06-002284
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20060427
ITEM INFORMATION:		Regulation FD Disclosure
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060427
DATE AS OF CHANGE:		20060427

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:		06785773

	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>rc5678.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):

                                 April 27, 2006

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

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

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

[ ]  Soliciting material 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 April 27, 2006, Rand Capital Corporation issued a press
               release announcing its net asset value for the quarter ended
               March 31, 2006. 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 April 26, 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: April 27, 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 April 27, 2006
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>rc5678ex991.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>

                                                                    Exhibit 99.1

                      RAND CAPITAL CORPORATION NEWS RELEASE

                                                          FOR IMMEDIATE RELEASE
                                                          April 27, 2006
                                                          CONTACT: Allen F. Grum
                                                          716-853-0802

                  RAND CAPITAL ANNOUNCES FIRST QUARTER RESULTS
                     AND ELECTION OF DIRECTORS AND OFFICERS

BUFFALO, NY, Rand Capital Corporation (www.randcapital.com) [NASDAQ: RAND]
announced that it increased its net asset value for the quarter, and ended March
31, 2006 at $1.54 per share.

New investments during the quarter included $500,000 in Niagara Dispensing
Technologies, Inc. (NDT) (Tonawanda, NY) (www.exactpour.com) as part of a $3.5
million financing round. Other investors include Regional Development
Corporation, an ECIDA affiliate (www.ecidany.com or www.nrvf.com), and the
Empire State Development Small Business Technology Investment Fund
(www.nylovessmallbiz.com) Niagara Dispensing is a manufacturer of precision,
high-speed draft beer dispensing systems. Branded as EXACTAP(TM) the NDT product
represents a revolution in draft beer dispensing, providing a measured pour in
as fast as three seconds for a pint serving. NDT's products eliminate waste,
provide a perfect foam head every time, and provide detailed documentation
regarding usage. Systems are available for stadiums, restaurants and bars.

During the quarter, Rand participated in a $1.2 million round of investment in
New Monarch Machine Tool, Inc. (Cortland, NY) (www.monarchmt.com) in the form of
a $300,000 term note. New Monarch developed the first contour cutting machine in
the world. They produce high-end machining centers for blue-chip companies
including General Motors, Ford, Pratt & Whitney and many others. The Company's
machines are highly regarded for their precision and rugged durable designs.

In addition, Rand began to liquidate its position in Minrad (AMEX:BUF) during
the quarter, selling 290,000 shares. Rand's remaining Minrad securities, approx.
388,000 shares, remain restricted for sale under Rule 144.

At Rand's Annual Meeting of Shareholders; the following Directors were elected:
Allen F. Grum, Erland E. Kailbourne, Ross B. Kenzie, Willis S. McLeese, Reginald
B. Newman, II, Jayne K. Rand and Robert M. Zak. Rand's Board of Directors also
re-appointed Reginald B. Newman, II as Chairman of the Board.

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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