Rand Capital (RAND) 10-K 2008 FY Annual report

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 Annual Report onForm 10-K for the fiscal year ended December 31, 2008 (theForm 10-K) 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 theForm 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 25, 2009

Allen F. Grum, President

(Chief Executive Officer)

Dated: March 25, 2009

Daniel P. Penberthy, Treasurer

(Chief Financial Officer)

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