UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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)
January 31, 1999
----------------------------------------------------
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
___ Rule 13d-1(b)
X Rule 13d-1(c)
___
___ Rule 13d-1(d)
*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>
CUSIP No. 752185
- --------------------------------------------------------------------------------
1. Names of Reporting Persons. Reginald B. Newman II
IRS Identification Nos. of above persons (entities only).
###-##-####
- --------------------------------------------------------------------------------
2. Check the appropriate box if a member of a Group (See
Instructions).
(a)...................................................
(b)...................................................
- --------------------------------------------------------------------------------
3. SEC Use Only..........................................
- --------------------------------------------------------------------------------
4. Citizenship or Place of Organization U.S.
- --------------------------------------------------------------------------------
Number of 5. Sole Voting Power -- 776,050
Shares Bene- _________________________________________________________________
ficially
Owned by 6. Shared Voting Power -- -0-
Each Reporting _________________________________________________________________
Person With:
7. Sole Dispositive Power -- 776,050
--------------------------------------------------------------
8. Shared Dispositive Power -- -0-
- --------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting
Person -- 776,050
10. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) _________________
11. Percent of Class Represented by Amount in Row (11) --
13.6%
- --------------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions) -- CO
<PAGE>
Item 1.
(a) Name of Issuer - Rand Capital Corporation
(b) Address of Issuer's Principal Executive Offices -
2200 Rand Building, Buffalo, New York 14203
Item 2.
(a) Name of Person Filing - Reginald B. Newman
(b) Address of Principal Business Office or, if none, Residence -
700 Grand Island Boulevard, Tonowanda, NY 14150
(c) Citizenship/Place of Organization - U.S.
(d) Title of Class of Securities - Common Stock, $.10 par
value
(e) CUSIP Number - 752185
Item 3. If this statement is filed pursuant to ss.ss. 240.13d-1(b) or
ss.ss. 240.13d-2(b) or (c), check whether the person filing
is a:
(a) ____ Broker or dealer registered under section 15
of the Act (15 U.S.C. 78o).
(b) ____ Bank as defined in section 3(a)(6) of the
Act (15 U.S.C. 78c).
(c) ____ Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c).
(d) ____ Investment company registered under section
8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8).
(e) ____ An investment advisor in accordance with
ss. 240.13d-1(b)(1)(ii)(E);
(f) ____ An employee benefit plan or endowment fund
in accordance with ss. 240.13d-1(b)(1)(ii)
(F);
(g) ____ A parent holding company or control person
in accordance with ss. 240.13d-1(b)(1)(ii)
(G);
(h) ____ A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813);
(i) ____ A church plan that is excluded from the
definition of an investment company under
section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
(j) ____ Group, in accordance with ss. 240.13d-
1(b)(1)(ii)(J).
<PAGE>
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 776,050
_______
(b) Percent of class: 13.6%
_____
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 776,050
_______
(ii) Shared power to vote or to direct the vote -0-
___
(iii)Sole power to dispose or to direct the disposition
of 776,050
_______
(iv)Shared power to dispose or to direct the disposition
of -0-
___
Instruction. For computations regarding securities which represent a right to
acquire an underlying security see ss. 240.13d-3(d)(1).
Item 5. Ownership of Five Percent of Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following ____.
Instruction. Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
Not Applicable.
<PAGE>
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule
13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary.
Not Applicable.
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to ss. 240.13d-
1(b)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the
identity and Item 3 classification of each member of the group. If a group has
filed this schedule pursuant to ss. 240.13d-1(c) or ss. 240.13d-1(d), attach an
exhibit stating the identity of each member of the group.
Not Applicable.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
Not Applicable.
Item 10. Certification
(a) The following certification shall be included if the statement is
filed pursuant to ss. 240.13d-1(b):
Not Applicable.
(b) The following certification shall be included if the statement is
filed pursuant to ss. 240.13d-1(c):
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 10, 1999
_____________________
Date
s/Reginald B. Newman II
__________________________
Reginald B. Newman II
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than an
executive officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations. (See 18 U.S.C. 1001)
