8-K

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                                  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):

                                 August 1, 2005

                            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

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Item 7.01:     Regulation FD Disclosure

               In accordance with interim guidance of the Securities and
               Exchange Commission, this disclosure pursuant to Item 2.02 of
               Form 8-K is made under Item 7.01.

               On August 1, 2005, Rand Capital Corporation issued a press
               release announcing its net asset value for the quarter ended June
               30, 2005. 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.

Item 9.01:     Financial Statements and Exhibits

               (a)  Not Applicable

               (b)  Not Applicable

               (c)  Exhibits

               Exhibit No.        Description
               -----------        ----------------------------------
               99.1               Press release dated August 1, 2005



                                   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: August 1, 2005                             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 August 1, 2005

EX-99.1

                                                                    Exhibit 99.1

                  RAND CAPITAL ANNOUNCES SECOND QUARTER RESULTS

     BUFFALO, N.Y., Aug. 1 /PRNewswire-FirstCall/ -- Rand Capital Corporation
(www.randcapital.com) (Nasdaq: RAND) announced that its net asset value for the
quarter ended June 30, 2005 is $1.57 per share.

     Highlights of the quarter are:

     Rand made one new investment. Rand invested $600,000 in Concentrix
Corporation (Pittsford, NY) (www.concentrix.com). This was part of a $750,000
Convertible Note with Onondaga Venture Capital Fund, LLC (Syracuse, NY).
Concentrix will utilize the funding to continue marketing and rollout of its
demand generation and renewal marketing services specifically targeted at
subscriber industries utilizing a multi-channel approach (phone, print, and
web).

     Rand and the current investors exercised warrants to provide approximately
$7 million in working capital to Kionix, Inc. (www.kionix.com). Rand's portion
was approximately $250,000 and we currently own 3.52% of Kionix. Kionix is
currently receiving increasing orders for its silicon micromachined (MEMS) based
accelerometers from a top laptop manufacturer and a leading world-wide cell
phone manufacturer and also recently established new sales operations in Korea
and Singapore.

     Rand converted its Notes in Somerset Gas Transmission Company, LLC
(www.somersetgas.com) into Equity Units. Somerset is engaged in the development
and operation of natural gas pipelines primarily in Ohio and Pennsylvania. The
Company has recently posted record results.

     Rand also readjusted its value of Minrad International, Inc. (Buffalo, NY)
(www.minrad.com) (OTC Bulletin Board: MNRD) to reflect its recent Private
Placements of $10 million in equity. The Company additionally announced record
sales for the first quarter ending March 31, 2005. Minrad is an acute care
company with real time image guidance as well as anesthesia and analgesia
product lines.

     Rand also assisted in the marketing expansion of two portfolio companies
with smaller follow-on financing efforts in APF Group, Inc. (Mount Vernon, NY)
(www.apfgroup.com) and in G-TEC Natural Gas Systems (Buffalo, NY)
(www.gas-tec.com). APF Group is a leading manufacturer of museum quality picture
frames and framed mirrors for museums, art galleries, retail frame shops,
upscale designers and prominent collections. G-TEC manufacturers and distributes
systems that allow natural gas supplied from standard utility gas lines to be
increased to high pressure providing a higher performing, safer, cost effective
fuel to other gases.

     During the quarter, Rand did not repurchase any shares under its previously
issued stock buy back program.

     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.

SOURCE Rand Capital Corporation
     -0-                             08/01/2005
     /CONTACT:  Allen F. Grum for Rand Capital Corporation, +1-716-853-0802/
     /Web site:  http://www.randcapital.com /
     (RAND MNRD)