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):
                                January 26, 2007

                            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

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 (see General Instruction A.2.):

[ ]   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 (7 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 January 26, 2007, Rand Capital Corporation issued a press
               release announcing its net asset value for the quarter ended
               December 31, 2006. 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) Not Applicable

               (d) Exhibits

               Exhibit No.   Description
               -----------   ---------------------------------------------------
               99.1          Press release dated January 26, 2007



                                   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: January 26, 2007                        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 January 26, 2007

EX-99.1

                                                                    Exhibit 99.1

FOR IMMEDIATE RELEASE

               RAND CAPITAL ANNOUNCES FOURTH CONSECUTIVE QUARTERLY
                             INCREASE IN NET ASSETS

        o    Net Asset Value increases 83% during the quarter ending December
             31, 2006 to $2.93 per share

        o    Invests $1.5 million in the quarter

        o    2006 Investment income grows over 80% compared to 2005, with
             primary growth due to fourth quarter dividends and interest income

        o    $6 million in funding remains available for future investment

BUFFALO, NY, January 26, 2007 -- Rand Capital Corporation (NASDAQ: RAND)
("Rand"), a business development company (BDC) that provides capital and
managerial expertise for small to medium-sized private companies, announced its
financial results for the fourth quarter ended December 31, 2006. Rand's net
asset value increased by $1.33 during the quarter, to close the quarter and year
ended December 31, 2006 at $2.93 per share. The net asset value increased $1.42
per share, or 94%, from $1.51 at December 31, 2005. This was the fourth
consecutive quarterly increase in net assets for the Company during the year. At
December 31, 2006, Rand's total investment portfolio was valued at $23 million,
which exceeds its cost basis of $14 million, reflecting $9 million in net
unrealized appreciation.

Allen F. Grum, President of Rand Capital stated "I am pleased with the results
of the quarter and the year. The new financings by Innov-X and Synacor, that we
participated in, provide working capital that allows them to significantly
expand their businesses. Many of our other businesses had record years and we
believe these results will be reflected in higher equity values over time."

REVENUE

Investment income increased by 80% or approximately $590,000 to $1.3 million for
the year ended December 31, 2006 compared with the same period last year. The
growth in 2006 was driven by increases in dividends and interest from portfolio
companies, primarily occurring during the third and fourth quarters of 2006.

Dividend and other investment income grew primarily because of higher Limited
Liability Corporation (LLC) distributions from companies in the portfolio that
have improving operational trends, in particular Gemcor II, LLC,
(www.gemcor.com) Topps Meat Company LLC, (www.toppsmeat.com) and Carolina Skiff
LLC, (www.carolina-skiff.com). Gemcor designs and sells automatic riveting
machines to manufacturers of airframes, missile bodies, space system
accessories, and other aerospace equipment. Topps is a 66 year old manufacturer
and supplier of premium frozen meat products. Carolina Skiff is a leading
manufacturer of affordable fishing and recreational boats. LLC dividends can
fluctuate based on portfolio companies' profitability and the timing of
distributions.

The cash balance at December 31, 2006 was $4.3 million which was $3.1 million
higher than at the end of last year. The increase was primarily due to portfolio
investment repayments and loan repayments. In addition, Rand has $1.9 million of
outstanding leverage available from the Small Business Administration (SBA) for
future investment.



Daniel Penberthy, Rand's Executive Vice President stated, "Rand has sufficient
capital available to continue a strong investment pace over the next couple of
years, and we are actively searching for new investment opportunities with
similar growth rates to those being experienced by our current portfolio, which
we believe will have further positive impact to net asset value and
shareholders."

FOURTH QUARTER 2006 INVESTMENTS

During the quarter, Rand's wholly-owned subsidiary, Rand Capital SBIC, L.P.,
invested $1,000,000 in Innov-X Systems, Inc. (Woburn, MA) (www.innovx-sys.com),
in a $28.75 million minority round of financing in the form of preferred equity
shares led by Summit Partners, (www.summitpartners.com). Simultaneously with
this investment, Innov-X repaid Rand's $600,000 note. Innov-X develops systems
that perform rapid, accurate chemical analysis to identify, differentiate and
quantify most materials by elemental composition. Their products are commonly
used in manufacturing and compliance testing environments. Innov-X previously
announced a joint venture with A.P. Moller-Maersk Group (www.maersk.com) for its
SEA-Mate elemental analyzer. Innov-X will supply X-Ray Fluorescence (XRF)
systems for on-board analysis of lubricants, fuels and related fluids to Maersk
Fluid Technology, Inc., which will be the exclusive sales channel for Innov-X
XRF systems into the Marine, Power Generation, and Oil & Gas markets.

Innov-X has incorporated its XRF technology into recently released RoHS-Star
software which, as part of the Innov-X handheld detector, assists manufacturers
in complying with the European Union's Restriction on Hazardous Substance (RoHS)
directive. RoHS bans from the EU new electrical and electronic equipment
containing more than agreed levels of lead, cadmium, mercury and several other
hazardous substances. Innov-X's new software enables rapid screening of
electronics systems, PC boards, plastic parts and components for RoHS
compliance. Many States in the USA are expected to adopt similar standards
domestically, with California already requiring testing effective January 1,
2007 for video screens and electronics recycling.

Daniel Penberthy stated "Since Rand's original investment in Innov-X in 2004,
Innov-X has worked hard to identify new markets for its unique analyzer, which
has resulted in many applications, partnerships, and increases in sales and
profitability for the Company. Their success in the market is evidenced by the
Summit Partners investment, a well-healed, experienced venture firm, who will
join Rand Capital on the Innov-X Board of Directors. This will allow Innov-X to
fund its research, technology development and sales development to continue its
robust growth which will lead to further liquidity for its shareholders and
investors."

Rand Capital SBIC also increased its investment in Synacor, Inc. (Buffalo, NY)
(www.synacor.com) during the fourth quarter of 2006. Synacor announced the
closure of a $17 million "C Series" round of financing and repaid Rand's loan of
$350,000. Concurrent with the repayment, Rand participated in the financing
round by purchasing $508,000 of the securities. This "C Series" round of funding
was led by North Atlantic Capital and included financing from Mitsui Technology
Investment Group, both new investors in Synacor. Several existing Synacor
investors, in addition to Rand, participated in the round, including Crystal
Ventures, Advantage Capital Partners, Walden International, and Intel Capital.
The investment reinforces Synacor's growing leadership position in the delivery
of premium online content and technology solutions that enable service providers
to extend ownership of their customers through the Internet to create a highly
personalized experience.



Investments in the portfolio companies were for working capital needs to support
the companies' growth.

SALES AND PRINCIPAL REPAYMENTS

Consistent with Rand's practice of selling publicly traded securities that it
acquires, Rand completed the liquidation of its position in Minrad
International, Inc. (www.minrad.com) (AMEX:BUF). Rand sold the remaining 229,640
Minrad shares during the fourth quarter for a net gain of $656,232 in the
quarter and a total realized gain of $1.25 million for the year.

In addition, Rand sold a portion of its Innov-X shares as part of the Summit
Financing, recognizing a realized gain of $2.28 million. Following the sale,
Rand holds an estimated 8.7% of Innov-X.

PORTFOLIO COMPANIES

Rand's valuation policies provide that valuations should be adjusted for a
subsequent equity financing with new investors. In accordance with this policy
during the quarter, Rand recognized unrealized appreciation of $7.76 million on
its investment in Innov-X and $2.8 million in unrealized appreciation on its
investment in Synacor.

Also during the quarter Rand lowered its valuation of WineIsIt.com (Amherst, NY)
by $295,000, reflecting current business conditions of the company.

Mr. Grum stated "As Rand seeks out new investment opportunities our current
portfolio should continue to mature and turn over. To date Rand, through its
SBIC subsidiary, has invested over $13.5 million into 18 companies, and
participated in these companies' growth by investing in follow-on financings of
10 of these companies. The strengthening of the portfolio is shown by a growth
in employment count of our portfolio companies by over 300+ jobs since the time
of our initial investment, as well as an increase in revenues of $106 million
for these companies over the same period. Their growth helps to attract new
investors, and supports the higher valuations reflected in our net asset value."

SUBSEQUENT EVENTS

Subsequent to the quarter end, Rand's portfolio company, UStec, was acquired by
On-Q/Legrand, with Rand receiving partial repayment of its outstanding
debentures. In addition, the debenture instrument in Adampluseve, LLC was paid
in full subsequent to year end.

SAFE HARBOR STATEMENT

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 previously issued Form 10-Q 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. undertake no obligation to update or revise forward-looking
statements for new events and uncertainties.

ABOUT RAND CAPITAL

Rand Capital is a publicly held Business Development Company (BDC), and its
wholly owned subsidiary is licensed by the Small Business Administration (SBA)
as a Small Business Investment Company (SBIC). Rand and its subsidiaries provide
capital and managerial expertise to small and medium sized private companies
that lack sufficient channels to the capital markets. Rand is traded on the
NASDAQ under the symbol "RAND". Rand is headquartered in Buffalo, NY.
www.randcapital.com