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):
                                October 27, 2005

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

            New York                    001-08205             16-0961359
  (State or other jurisdiction        (Commission           (IRS Employer
       of incorporation)              File Number)      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

[ ]  Written communications pursuant to Rule 425 under the Securities
     Act (17 CFR 230 .425)

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

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

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

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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 October 27, 2005, Rand Capital Corporation issued a press
                  release announcing its net asset value for the quarter ended
                  September 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 October 27, 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:   October 27, 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 October 27, 2005

EX-99.1

                                                                    Exhibit 99.1

                  RAND CAPITAL ANNOUNCES THIRD QUARTER RESULTS

    BUFFALO, N.Y., Oct. 27 /PRNewswire-FirstCall/ -- Rand Capital Corporation
(http://www.randcapital.com) (Nasdaq: RAND) announced that its net asset value
for the quarter ended September 30, 2005 is $1.56 per share.

    Mr. Allen F. Grum, Rand's President stated; "During the recent quarters, ten
of our portfolio companies have experienced an upturn in their business, and
have achieved record sales across diverse industry segments. These include
companies with consumer products such as Carolina Skiff LLC, (Waycross, GA)
(http://www.carolinaskiff.com), and Topps Meat Company LLC, (Elizabeth, NJ)
(http://www.toppsmeat.com); traditional machinery manufacturing companies such
as New Monarch Machine Tool, Inc., (Cortland, NY) (http://www.monarchmt.com),
aerospace machine manufacture such as Gemcor II, LLC, (West Seneca, NY)
(http://www.gemcor.com); energy/natural gas related industry in Somerset Gas
Transmission Company, LLC, (Buffalo, NY) (http://www.somersetgas.com); housing
and construction related businesses through UStec, (Victor, NY)
(http://www.ustecnet.com); Internet and broadband technology such as Synacor,
Inc., (Buffalo, NY) (http://www.synacor.com), and high technology companies such
as Innov-X Systems, Inc., (Woburn, MA) (http://www.innovxsys.com), Kionix, Inc.,
(Ithaca, NY) (http://www.kionix.com), and Ultra-Scan Corporation, (Amherst, NY)
(http://www.ultra-scan.com)."

    Mr. Grum continued, "We are pleased with the performance of these companies,
as the acceptance of their goods and services in the marketplace, as evidenced
by sales, provides for a foundation, which could lead to higher portfolio equity
values in the future."

    Rand also announced that it had participated in a financing round for Topps,
Kionix and G-TEC Natural Gas Systems, (Buffalo, NY) (http://www.gas-tec.com)
during the quarter. Topps used the funding to acquire J&B Foods Corporation and
its wholly owned subsidiary, J&B Meats Corp. while Kionix and G-TEC used the
proceeds for working capital.

    During the quarter, Rand did not repurchase any shares under its previously
issued stock buy back program. The Board of Directors has also reauthorized the
repurchase of up to 5% of the Company's outstanding stock through purchases on
the open market at any time, or from time to time, during the one-year period
ending October 27, 2006, when, in the discretion of management, the price of the
Company's stock does not appropriately reflect its net asset value.

    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.