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: August    01, 2006

(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 9.01. Financial Statements and Exhibits


(a) Financial statements:

             None

(b) Pro forma financial information:

             None

(c) Shell company transactions:

             None

(d) Exhibits



June 30, 2006 quarter end earnings release


             99.1       Press Release of Rand Capital Corporation dated August    01, 2006






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: August    01, 2006



RAND CAPITAL CORPORATION


By:  /s/ Daniel P. Penberthy                      

     Daniel P. Penberthy

     EVP/CFO








Exhibit Index



Exhibit No.
Description


99.1
Press Release of Rand Capital Corporation dated August    01, 2006