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: December  15, 2005

(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 
Identification Number)






2200 Rand Building, Buffalo, NY

(Address of principal executive offices)

 

14203

(Zip Code)




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




Not Applicable
(Former Name or Former Address, if changed since last report)








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:


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

 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

  

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

  





Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers



New Director Elected

Item 9.01. Financial Statements and Exhibits


(a) Financial statements:

             None

(b) Pro forma financial information:

             None

(c) Exhibits

             99.1       Press Release of Rand Capital Corporation dated December  15, 2005



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: December  15, 2005



RAND CAPITAL CORPORATION

By:  /s/ Daniel P. Penberthy                      

     Daniel P. Penberthy

     Secretary







Exhibit Index



Exhibit No.
Description


99.1
Press Release of Rand Capital Corporation dated December  15, 2005