Rand Capital (RAND) 8-K Departure of Directors or Principal Officers

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: December 15, 2005 (Date of earliest event reported)
Rand Capital Corporation (Exact name of registrant as specified in its charter)
NY (State or other jurisdiction of incorporation)	811-1825 (Commission File Number)	16-0961359 (IRS Employer Identification Number)
2200 Rand Building, Buffalo, NY (Address of principal executive offices)		14203 (Zip Code)
716-853-0802 (Registrant's telephone number, including area code)
Not Applicable (Former Name or Former Address, if changed since last report)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

New Director Elected

Item 9.01. Financial Statements and Exhibits

(a) Financial statements:
            None
(b) Pro forma financial information:
            None
(c) Exhibits
            99.1       Press Release of Rand Capital Corporation dated December 15, 2005

SIGNATURE

      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.

Dated: December 15, 2005
RAND CAPITAL CORPORATION By:  /s/ Daniel P. Penberthy                    
     Daniel P. Penberthy
     Secretary

Exhibit Index
Exhibit No.	Description
99.1	Press Release of Rand Capital Corporation dated December 15, 2005