MAIL STOP 3561


								January 19, 2006



Mr. Laurence S. Levy
Chief Executive Officer
Rand Acquisition Corporation
450 Park Avenue, 10th Floor
New York, New York 10022


RE:	Rand Acquisition Corporation
	Preliminary Proxy Statement on Schedule 14A
	Amendment No. 2 Filed January 13, 2006
      File No. 0-50908

Dear Mr. Levy:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 8-K dated September 7, 2005

1. We note the amended Form 8-K and revisions to the Schedule 14A
in
response to our prior comments 15 and 16.  These amended
disclosures
do not clearly communicate the nature of the differences.
Accordingly, please revise the Form 8-K to delete the
reconciliation
presented.  Further revise the Form 8-K to prominently and boldly
disclose the following information:
* the specific nature of the financial information presented,
* the reason why the financial information is disclosed in the
Form,
* the basis of presentation,
* whether the financial information is in full compliance with
Canadian GAAP,
* the reasons why management believes the financial information is
useful to an investor,
* how you believe investors should utilize the financial
information,
and
* the type of assurance and comfort the financial information
gives
investors considering that it was not audited.

Provide us with an updated reconciliation that explains whether
each
difference is due to the use of Canadian GAAP or represents an
error
in the financial information provided in the Form 8-K.  If the
difference is a result of the application of Canadian GAAP,
provide
us with your source in the Canadian GAAP literature that supports
the
presentation.  If the difference is due to an error, you will need
to
provide all of the disclosures required by APB 20 in your Schedule
14A.


Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.


You may contact Babette Cooper at (202) 551-3396 if you have
questions regarding comments on the financial statements and
related
matters. Questions on other disclosure issues may be directed to
John
Zitko at (202) 551-3399, or Mike Karney, who supervised the review
of
your filing, at (202) 551-3847.

      Sincerely,



John Reynolds
Assistant Director

cc: 	Todd J. Emmerman (by facsimile)
      	212.894.5873


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Laurence S. Levy
Rand Acquisition Corporation
January 19, 2006
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