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 Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 (the
Form10-Q) 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
the Form 10-Q fairly presents, in all material respects, the financial condition
and results of operations of the Company.



Dated: August 6, 2003

                                                       /s/ ALLEN F. GRUM
                                                --------------------------------
                                                    Allen F. Grum, President
                                                    (Chief Executive Officer)

Dated: August 6, 2003


                                                    /s/ DANIEL P. PENBERTHY
                                               ---------------------------------
                                                 Daniel P. Penberthy, Treasurer
                                                    (Chief Financial Officer)