EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Rand Capital Corporation (the "Company"), does hereby certify, to such officer's knowledge, that: The Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (the Form 10-K) of the Company fully complies with the requirement of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: March 26, 2004 /s/ Allen F. Grum Allen F. Grum, President (Chief Executive Officer) Dated: March 26, 2004 /s/ Daniel P. Penberthy Daniel P. Penberthy, Treasurer (Chief Financial Officer) 39