UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
RAND CAPITAL CORPORATION
________________________________________________
(Name of Issuer)
Common Stock, par value $0.10 per share
________________________________________________
(Title of Class of Securities)
752185
________________________________
(CUSIP Number)
William S. McLeese
45 St. Clair Avenue, West
Toronto, Ontario M4V 1K9
(416) 923-9166
____________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 18, 1997
____________________________________________________
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition which is the subject to
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box ___.
Check the following box if a fee is being paid with the
statement __. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule 13d-l(a)
for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filed out
for a reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 752185 Page 2 of 5 Pages
1. Name of Reporting Person
SS or IRS Identification No. of above person
Colmac Holdings Limited
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED -0-
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
500,000
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
500,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
SIGNATURE ATTESTATION
<PAGE>
Item 1. Security and Issuer.
This statement relates to the common stock, par value
$.10 per share ("Common Stock"), of Rand Capital Corporation, a
New York corporation (the "Company"). The offices of the Company
are located at 2200 Rand Building, Buffalo, New York 14203.
Item 2. Identity and Background.
(a) This statement is filed by Colmac Holdings
Limited. ("Colmac").
(b) The address of Colmac is 45 St. Clair Avenue,
West, Suite 902, Toronto, Ontario, Canada M4V 1K9.
(c) Colmac is in the business of developing, owning
and operating cogeneration and alternative energy, electric power
generating plants.
The principal owner of Colmac is Willis S. McLeese, who
is a Director of the Company. Willis McLeese's principal
occupation is acting as the President, Chairman of the Board and
chief executive officer of Colmac. Willis McLeese's business
address is the same as that of Colmac.
Colmac has one other Director and executive officer,
Mr. Robert S. McLeese, who is its Treasurer and Secretary.
Robert McLeese's principal occupation is acting as the President
of Access Capital Corp. ("Access"), a corporation whose principal
business is to provide advice to developers, lenders, purchasers
and sellers of independent power projects. Access offers a
complete package of financial services and assists in negotiating
financing. Robert S. McLeese's business address is 8 King Street
East, Suite 1901, Toronto, Ontario M5C 1B5.
(d) During the past five years, none of Colmac, Willis
S. McLeese, or Robert S. McLeese has been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, none of Colmac, Willis
S. McLeese, or Robert S. McLeese has been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was or is
subject to a judgment, decree, or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities law or finding any violation with
respect to such laws.
(e) Colmac is organized under the laws of Ontario,
Canada. Willis S. McLeese and Robert S. McLeese are each
citizens of Canada.
Item 3. Source and Amount of Funds or Other Consideration.
Colmac purchased 100,000 shares of Common Stock on
December 18, 1997 for $104,000 of its own funds. Prior to the
transaction, Colmac owned 400,000 shares of Common Stock.
Item 4. Purpose of Transaction.
The acquisition by Colmac of shares of Common Stock of
the Company was made for investment purposes. Colmac will
continually evaluate the business, financial condition, and
prospects of the Company, market price of the Common Stock,
return on its investment, alternative investments, and conditions
in the economy with a view toward determining whether to hold,
decrease, or increase its investment in shares of Common Stock.
From time to time, based upon such evaluation, Colmac may sell
all or a portion of its shares of Common Stock, or may purchase
additional shares of Common Stock, at varying prices in the open
market, in privately negotiated transactions, and/or in other
transactions.
Colmac has not made any plans or proposals which relate
to or would result in: (i) an extraordinary corporate
transaction, such as a merger, reorganization, or liquidation
involving the Company; (ii) a sale or transfer of a material
amount of assets of the Company; (iii) any change in the present
Board of Directors of the Company, including any plans or
proposals to change the number of or term of Directors or to fill
any existing vacancies on the Board; (iv) any material change in
the Company's business or corporate structure including, but not
limited to, any plans or proposals to make any changes in its
investment policy for which a vote is required by Section 13 of
the Investment Company Act of 1940; (v) changes in the Company's
charter, by-laws, or instruments corresponding thereto or actions
which may impede the acquisition of control of the Company by any
person; (vi) causing a class of securities of the Company to be
delisted from a national securities association or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (vii) a class of
equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or (viii) any action similar to
any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Colmac owns beneficially, and has the power to
vote and dispose of, 500,000 shares or approximately 8.8% of the
outstanding Common Stock of the Company. Because Willis S.
McLeese has the power to direct the voting and disposition of the
shares owned by Colmac, he may be deemed to have shared voting
and dispositive power with respect to such shares. The
calculation of the percentage of outstanding Common Stock set
forth herein is based upon 5,708,034 shares of Common Stock
outstanding as of September 30, 1997.
(b) As the principal owner and chief executive officer
of Colmac, Willis S. McLeese has the power to direct the voting
and disposition of the shares of Common Stock owned by Colmac and
may be deemed to be the beneficial owner of them.
(c) On 12/18/97, Colmac purchased 100,000 shares of
Common Stock in an open market transaction.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Pursuant to the terms of the private offering described
in 5(c) above, the Company agreed to file a registration
statement with the Securities and Exchange Commission under the
Securities Act of 1933 to register the offer and sale by the
purchasers in the private offering of as many of the shares
purchased as the individual purchasers may wishes to sell in a
delayed or continuous offering of such shares to the public.
There are no other contracts, arrangements, understandings,
agreements, or relationships (legal or otherwise) among Colmac
and any person with respect to securities of the Company.
Item 7. Material filed as Exhibits.
None.
SIGNATURES
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned certifies
that the information set forth in this statement is true,
complete, and correct.
Date: December 22, 1997 COLMAC HOLDINGS LIMITED
By:S/Willis S. McLeese
Willis S. McLeese, President
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations.
