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**EXHIBIT 31.2**

**CERTIFICATION**

**of**

**Principal Financial Officer Pursuant to Rules13a-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 subsidiary; 

2.    Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material factnecessary 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 inall 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 andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 

a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designedunder 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 beingprepared; 

b)    Designed such internal control over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally acceptedaccounting principles; 

c)    Evaluated the effectiveness of the registrant’s disclosure controls and proceduresand 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 

d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurredduring the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controlover financial reporting; and 

5.    The registrant’s other certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the 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 control over financialreporting 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 theregistrant’s internal control over financial reporting. 

 
Dated: March 7, 2019   
*/s/ Daniel P. Penberthy*
   
Daniel P. Penberthy, Treasurer

(Principal Financial Officer of Rand Capital

Corporation and Principal Financial Officer

of Rand Capital SBIC, Inc.)
**