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


                                                                    Exhibit 31.2


I, Daniel P. Penberthy, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Rand Capital
Corporation and Rand Capital SBIC, L.P.;

2. Based on my knowledge, this quarterly 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 quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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
quarterly 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)) 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 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 quarterly report is being
            prepared;

            b) Designed such internal control over financial reporting, or
            caused such internal control over financial 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 accepted accounting principles;

            c) Evaluated the effectiveness of the registrant's disclosure
            controls and procedures and presented in this quarterly 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 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: August 6, 2003

                                   /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.)