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 on Form 10-K for the fiscal year ended December 31, 2003
(the Form 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 the Form 10-K fairly presents, in all material respects, the
financial condition and results of operations of the Company.

Dated: March 26, 2004

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

Dated: March 26, 2004

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

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