UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                   FORM 8-K/A
                                 Amendment No. 1

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 21, 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.)

461 Fifth Avenue, 25th Floor, New York, New York                   10017
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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 November 21, 2006, at 9:00 a.m. ET, Rand Logistics, Inc. held a conference
call for investors and the public to provide an update on the results of its
second fiscal quarter ended September 30, 2006. A transcript of the conference
call is attached as exhibit 99.1 to this Form 8-K/A and is incorporated by
reference herein.



ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Exhibits:

99.1     Transcript of Rand Logistics, Inc.'s November 21, 2006 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: November 22, 2006               By: /s/ Laurence S. Levy
                                          --------------------------------------
                                          Name: Laurence S. Levy
                                          Title: Chairman of the Board and Chief
                                                 Executive Officer