8-K

                                  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 4, 2004

                            Rand Capital Corporation
             (Exact Name of registrant as specified in its charter)


         New York                   811-1825                   16-0961359
(State or other jurisdiction  (Commission File Number)        (IRS Employer
of incorporation)                                         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




Item 7:    Financial Statements and Exhibits

           (a)  Not Applicable

           (b)  Not Applicable

           (c) Exhibits


           Exhibit No.                            Description
           -----------                            -----------

           99.1                        Press release dated February 4, 2004


Item 9:    Regulation FD Disclosure

           In accordance with interim guidance of the Securities and Exchange
           Commission, this disclosure pursuant to Item 12 of Form 8-K is made
           under Item 9.

           On February 4, 2004, Rand Capital Corporation issued a press release
           announcing its net asset value for the quarter ended December 31,
           2003. 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.




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 4, 2004              Rand Capital Corporation


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




                                  EXHIBIT INDEX

Exhibit No.            Description
- -----------            -----------

   99.1                Press release dated February 4, 2004

EX-99.1

                                                                    Exhibit 99.1
                      RAND CAPITAL CORPORATION NEWS RELEASE

                                                          FOR IMMEDIATE RELEASE
                                                          FEBRUARY 4, 2004
                                                          CONTACT: ALLEN F. GRUM
                                                          716-853-0802

            RAND CAPITAL ANNOUNCES FOUR TRANSACTIONS AND QUARTER END

BUFFALO, NY, Rand Capital Corporation (www.randcapital.com) [NASDAQ: RAND]
announced that its net asset value for the quarter ended December 31, 2003 is
$1.62 per share, including $1.25 million in cash.

During the quarter, KIONIX, INC. (Ithaca, NY) (www.kionix.com) closed on a $28.5
million financing led by Lurie Investments and including Allen & Company and
Gefinor Ventures, as well as others. As part of the financing, Rand converted
its Bridge Note into additional shares of Series A stock and now owns 2,862,091
shares, which represents 2.14% of the Company. Greg Galvin, President and CEO,
stated "Already in high-volume production for automotive applications, the
Company can now complete its transition from start-up to industry-leading
supplier, and meet rapidly-growing customer demand for our family of innovative
MEMS products". KIONIX, a pioneer in the micro technology world, was founded to
commercialize advanced Micro Electro Mechanical Systems (MEMS) technology that
was developed at Cornell University.

SYNACOR, INC. (Buffalo, NY) (www.synacor.com) also raised $1.25 million through
an investment led by Advantage Capital Partners. Previous Investors participated
in the round, including the ECIDA/Niagara Region Ventures Fund and Rand Capital
SBIC, LP who converted their accrued interest in SYNACOR into Series A Preferred
Stock as part of this financing. SYNACOR develops provisioning platforms for
aggregation and delivery of premium online content for broadband access
providers.

Following the end of the quarter, Rand invested $400,000 as part of a $4.2
million financing with D'LISI FOOD SYSTEMS, INC. (Rochester, NY). Other
investors include New York City based CAPCO Funds, Stonehenge Capital Fund and
Enhanced Capital. Rand invested in a Subordinated Note and Warrants for a
minority interest in the Company. D'LISI was founded in 1993 and produces
private label and branded frozen pizzas for distribution throughout the United
States, Canada and Mexico. D'LISI'S customers include convenience stores,
supermarkets, large club stores, and food service distributors.

Also in January, Rand participated in the management buy-out of CAROLINA SKIFF,
LLC (Waycross, GA) (www.carolinaskiff.com). In this transaction, Rand invested
$1 million in a combination of Subordinated Notes and Common Equity equal to 5%
of the Company. CAROLINA SKIFF is one of the leading manufacturers of fresh
water and ocean fishing and pleasure boats.

Rand continues to repurchase shares under its stock buy back program through
October 16, 2004, and have repurchased a total of 44,100 shares to date.


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.