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 (Date of earliest event reported) August 17, 2006

                              Rand Logistics, Inc.
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             (Exact name of registrant as specified in its charter)

          Delaware                     000-50908                 20-1195343
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(State or other jurisdiction         (Commission              (I.R.S. Employer
      of incorporation)              File Number)            Identification No.)

450 Park Avenue, 10th Floor, New York, New York                         10022
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   (Address of principal executive offices)                           (Zip Code)

Registrant's telephone number, including area code (212) 644-3450

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         (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:

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

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

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

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



ITEM 7.01. REGULATION FD DISCLOSURE.

On August 17, 2006, at 10:30 a.m. ET, Rand Logistics, Inc. held a conference
call for investors and the public to provide an update on the results of its
first fiscal quarter and its recently announced time charter agreement for three
self unloading bulk carriers, as previously announced in its press release
issued August 14, 2006. A transcript of the conference call is attached as
exhibit 99.1 to this form 8-K and is incorporated by reference herein.



ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Exhibits:

99.1  Transcript of Rand Logistics, Inc.'s August 17, 2006 investor conference
      call.



                                   Signature

      Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                          RAND LOGISTICS, INC.


Date: August 17, 2006                     By: /s/ Laurence S. Levy
                                              ----------------------------------
                                          Name: Laurence S. Levy
                                          Title: Chairman of the Board and Chief
                                                 Executive Officer