RAND CAPITAL CORP
N-30B-2, 1998-10-23
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    October 8, 1998

    TO OUR SHAREHOLDERS:



    For the quarter  ended  September  30, 1998,  we decreased our net assets by
$277,000,  or $.05  per  share,  resulting  in  total  net  asset  valuation  of
$8,152,410.

    On a positive note, we increased our valuation in MINRAD, Inc. from $623,000
to $949,512.  During the quarter they  entered  into a strategic  alliance  with
Wilson Greatbatch. In this transaction, MINRAD, Inc. received $1.2 million cash,
personnel  and  inventory  for a line of  products  in the  magnetic  resonating
industry  that  will  be  sold  through  BioVector,  Inc.  In  exchange,  Wilson
Greatbatch  received  stock and options  for  approximately  9% of MINRAD,  Inc.
Separately,   BioVector,   Inc.   reached  an  exclusive  sales  agreement  with
Electro-Catheter   Corp.   (OTCBB:ECTH)  and  Cardiac  Control   Systems,   Inc.
(OTCBB:CDCS) in North America. We expect to generate revenues in October.

     Offsetting  these  positive  results  and  leading  to the net  decline  of
$277,000,  was a  decline  in the  stock  price  of two of our  publicly  traded
companies.  We revalued our  investment  in ARIA  Wireless  Systems,  Inc.  from
$610,000 to $122,000 and in Lightbridge, Inc. from $126,495 to $57,012.

    Management  and the Board of Directors  remain  committed to increasing  the
value of Rand Capital and our stock.

    I thank you for your support.


    Allen F. Grum
    President
<PAGE>
PORTFOLIO VALUATION / SEPTEMBER 30, 1998
<TABLE>
<CAPTION>

                                                                                                September 30, 1998     June 30, 1998

                                                                          Date                           Per Share         Per Share
Company and Business                      Type of Investment              Acquired     Cost        Value    Rand     Value     Rand

<S>                                       <C>                             <C>          <C>         <C>      <C>      <C>       <C>
ARIA Wireless Systems, Inc. (OTC:AWSI)*   Common stock - 488,000 shares   5/23/97      438,000     122,000  0.02     610,000   0.11
Buffalo, NY.  Markets radio
transmission communication equipment
www.ariawireless.com

ARS, Inc.                                 Participation in subordinated    7/1/97    1,000,000   1,087,000  0.19   1,067,000   0.19
Buffalo, NY. Assembles and distributes    debenture at 12% due July,
replacement automotive products           2002 through April 2005
www.arsradiators.com                      with detachable warrants

BioVector, Inc.                           Common stock - 50,000 shares    4/17/97       50,000     125,000  0.02     125,000   0.02
Orchard Park, NY.                         Convertible promissory note at               360,000     360,000  0.06     360,000   0.06
Medical technological                     8%, due April 2002. Option to
sales force company                       purchase 165,000 common shares

Fertility Acoustics, Inc.                 Common stock - 50,000 shares     10/1/97      50,000     125,000  0.02     125,000   0.02
Orchard Park, NY. Developer of            Option to purchase 15,000
proprietary                               shares methods to diagnose onset
methods to diagnose onset of ovulation.   of ovulation.

J. Giardino                               First Mortgage at 12%            2/26/88     172,034     172,034  0.03     172,034   0.03
Buffalo, NY.  Owns and leases
commercial property

HealthWay Products Company, Inc.          Promissory note at 24%, due      3/18/97     100,000     100,000  0.02     100,000   0.02
Syracuse, NY. Manufactures air filters    June 1996. 4,667 warrants for
and climate control devices               Series A preferred stock
www.healthway.com

Lightbridge, Inc. (NASDAQ: LTBG)*         Common stock - 14,253 shares     3/31/94     218,271      57,012  0.01     126,495   0.02
Burlington, MA. Provides software based
services for wireless telecommunications
industry.
www.lightbridge.com

MINRAD, Inc.                              Common stock - 118,689 shares    8/4/97      429,000     949,512  0.17     623,000   0.11
Orchard Park, NY.  Developer of laser     Option to purchase 5,000 shares
guided surgical devices.

Pathlight Technology, Inc.                Class A Series 1(a)Convertible   10/7/97     100,000     100,000  0.02     100,000   0.02
Ithaca, NY.  Develops high technology     Preferred stock - 100,000 shares
Serial Storage Architecture for computer  with 6% cumulative dividend
industry.
www.pathlight.com


Reflection Technology, Inc.               Series J convertible preferred   10/4/97     500,000     150,000  0.03     150,000   0.03
Waltham, MA.  Develops and licenses       stock - 243,903 shares
proprietary virtual display technology
www.reflectiontech.com

UStec                                     Common stock - 47,583 shares     6/26/98     100,000     100,000  0.02     100,000   0.02
Victor, NY.  Manufactures residential     Term loan at 6%, repaid
digital wiring systems                    January 1998
www.ustecnet.com

Other investments (a)                     Other                                        992,964     294,298  0.05     329,060   0.05
                                                                                   -----------
                                          Total portfolio investments                4,510,269   3,741,856  0.66   3,987,589   0.70
                                                                                     =========
                                          Cash and cash equivalents                              3,369,044  0.59   3,354,765   0.59
                                          Net receivables(payables)                                 13,110   .--      58,883   0.01
                                                                                               -----------       -----------

                                          Net assets before taxes                                7,124,010  1.25   7,401,237   1.30
                                          Tax provision(benefit)                               (1,028,400) (0.18) (1,028,400) (0.18)
                                                                                               -----------       -----------

                                          Net assets                                            $8,152,410        $8,429,637
                                                                                                ==========        ==========

                                          Net asset value per share                                        $1.43              $1.48
                                          (5,708,034 shares at September
                                          30, 1998 and June 30, 1998)


</TABLE>

* Publicly owned company ^ Unrestricted securities (a) Includes Investments with
valuation less than $100,000 during both periods

Note: Restricted  securities,  including securities of publicly-owned  companies
which are  subject  to  restrictions  on  resale,  are  valued at fair  value as
determined by the Board of Directors.  Fair value is considered to be the amount
which the Corporation may reasonably expect to receive for portfolio  securities
if  such  securities  were  sold on the  valuation  date.  Valuations  as of any
particular date,  however,  are not necessarily  indicative of amounts which may
ultimately  be realized  as a result of future  sales or other  dispositions  of
securities.

Rand Capital Corporation
Board of Directors (Elected by Shareholders April 14, 1998)
         Reginald B. Newman II Chairman of the Board
g        Thomas R. Beecher, Jr.
         Allen F. Grum
a, c     Luiz F. Kahl
c, g     Ross B. Kenzie
a        Willis S. McLeese
a, c, g  Jayne K. Rand
a - Member of audit committee     c - Member of compensation committee
g - Member of governance committee

Officers Title    Email
Allen F. Grum  President,  Chief  Executive  Officer  [email protected]  
Nora B. Sullivan  Executive  Vice  President  [email protected] 
Daniel P. Penberthy Chief  Financial  Officer  [email protected]  
Corporate  Data 
Stock Listing NASDAQ  SmallCap  Market - symbol RAND 
Transfer Agent and Registrar  Continental Stock Transfer & Trust Company
General Counsel Hodgson,  Russ, Andrews,  Woods & Goodyear, LLP 
Independent Accountants  Deloitte  &  Touche  LLP  
Number  of Shareholders 1,087 (as of March 10, 1998)

Rand is actively seeking business opportunities for investment
consideration. If you are aware of such businesses which may need
Rand's support and assistance, please feel free to contact us.
Rand Capital Corporation
2200 Rand Building
Buffalo, NY 14203
Tel: 716-853-0802
Fax: 716-854-8480


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