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: October      29, 2004

(Date of earliest event reported)




Rand Capital Corporation

(Exact name of registrant as specified in its charter)



NY

(State or other jurisdiction of incorporation)


 


811-1825

(Commission File Number)


 


16-0961359

(IRS Employer Indentification Number)




 


2200 Rand Building, Buffalo, NY

(Address of principal executive offices)


14203

(Zip Code)


 




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






Item 2.02. Results of Operations and Financial Condition

Item 9.01. Financial Statements and Exhibits

(c) Exhibits



Second Quarter Financial Statements

99.1       Press Release of Rand Capital Corporation dated October      29, 2004



SIGNATURE

      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.






Dated: October      29, 2004



RAND CAPITAL CORPORATION

By:  /s/ Daniel P. Penberthy                      

     Daniel P. Penberthy

     CFO