##### 



EXHIBIT 31.2


CERTIFICATION


of


Principal Financial Officer Pursuant to
Rules 13a-14(a)/15d-14(a)
under the


Securities Exchange Act of 1934, as amended





10-K






13a-15(e) 15d-15(e))




| |                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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                                                                           





| |                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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.                                                                                                        



| |                                              
| | ---------------------------------------------
| | -s- Daniel P. Penberthy                      
|
| | Daniel P. Penberthy, Treasurer               
| | (Principal Financial Officer of Rand Capital 
| | Corporation and equivalent of Principal      
| | Financial Officer of Rand Capital SBIC, L.P.)

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