EXHIBIT 32.1

CERTIFICATION
Pursuant to 18 U.S.C Section 1350 as Adopted Pursuant to Section 906
Of the Sarbanes-Oxley Act of 2002

          Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Rand Capital Corporation (the “Company”), does hereby certify, to such officer’s knowledge, that:

          The Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 (the Form10-Q) of the Company fully complies with the requirement of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

     Dated: May 10, 2006

/s/ Allen F. Grum

Allen F. Grum, President

(Chief Executive Officer)

     Dated: May 10, 2006

/s/ Daniel P. Penberthy

Daniel P. Penberthy, Treasurer

(Chief Financial Officer)