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                                                                    EXHIBIT 31.2

                                 CERTIFICATION
    CHIEF FINANCIAL OFFICER PURSUANT TO RULES 13A-14(a)/15D-14(a) UNDER THE
                  SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

     I, Daniel P. Penberthy, certify that:

     1. I have reviewed this annual report on Form 10-K of Rand Capital
Corporation and subsidiaries.;

     2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

     4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

          a) Designed such disclosure controls and procedures, or caused such
     disclosure controls and procedures to be designed under our supervision, to
     ensure that material information relating to the registrant, including its
     consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this annual report is
     being prepared;

          b) Evaluated the effectiveness of the registrant's disclosure controls
     and procedures and presented in this annual report our conclusions about
     the effectiveness of the disclosure controls and procedures, as of the end
     of the period covered by this report based on such evaluation; and

          c) Disclosed in this report any change in the registrant's internal
     control over financial reporting that occurred during the registrant's most
     recent fiscal quarter that has materially affected, or is reasonably likely
     to materially affect, the registrant's internal control over financial
     reporting; and

     5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

          a) All significant deficiencies and material weaknesses in the design
     or operation of internal controls over financial reporting which are
     reasonably likely to adversely affect the registrant's ability to record,
     process, summarize and report financial information; and

          b) Any fraud, whether or not material, that involves management or
     other employees who have a significant role in the registrant's internal
     control over financial reporting.

Dated: March 26, 2004

                                          /s/ Daniel P. Penberthy
                                          Daniel P. Penberthy, Treasurer
                                          (Chief Financial Officer of Rand
                                          Capital
                                          Corporation and equivalent of Chief
                                          Financial Officer of Rand Capital
                                          SBIC, L.P.)

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