SecProbe.io

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                                                                   April 5, 2005

Larry Greene, Esq.
United States Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, N.W.
Washington, D.C. 20549

            Re:   Harris & Harris Group, Inc.
                  File Numbers 814-176

Dear Mr. Greene:

We received your verbal  comments on March 25, 2005  regarding  the  preliminary
proxy materials on Schedule 14A for Harris & Harris Group, Inc. (the "Company"),
as filed by us on March 17, 2005.

After due consideration to your comments, below is a discussion of the responses
and changes to the Company's Proxy materials.  These changes have been reflected
in the definitive proxy materials filed on Schedule 14A on April 5, 2005.

In responding to your comments,  we acknowledge  that the Company is responsible
for the adequacy and accuracy of the  disclosure in the filings;  staff comments
or changes to disclosure in response to staff comments,  the filings reviewed by
the  staff  do  not  foreclose  the  Securities  and  Exchange  Commission  (the
"Commission") from taking any action with respect to the filing; and the Company
may not assert staff  comments as a defense in any  proceeding  initiated by the
Commission or any person under the federal securities laws of the United States.
We  also  acknowledge  that  the  Division  of  Enforcement  has  access  to all
information we provide to the staff of the Division of Investment  Management in
your review of our filing or in response to your comments on our filing.

For ease of reference, the comments of the staff of the Commission are set forth
below in italics. The response of the Company to each of the staff's comments is
set forth immediately below the text of the comment to which it relates.  Unless
otherwise  indicated,  page  references are to the pages in the proxy  statement
included with the definitive proxy materials.

<PAGE>

The Company's responses to your comments are as follows:

1. You asked that we include a bold  statement on the proxy card itself  stating
that "[u]nless  instructions to the contrary are marked,  shares  represented by
the proxies will be voted "for" all the proposals."

      As agreed by you on the telephone, we did not change the disclosure on the
proxy card because it already contains a more detailed statement in bold that
"[w]hen properly executed, this proxy will be voted as specified and in
accordance with the accompanying proxy statement. If no instruction is
indicated, this proxy will be voted "FOR" items 1, 2, 3, 4A, 4B, 4C, 4D, 4E, 4F
and 4G."

2. You noted that on page 2 of the proxy statement, we state that "the directors
will be elected by a plurality (emphasis added) of the votes cast," and asked
that we explain what is meant by "plurality."

      We have complied with this comment. See page 2 of the proxy statement.

3. You noted that on page 2 of the proxy statement, we state that "because
abstentions and broker non-votes are treated as shares present but not voting,
any votes withheld, (emphasis added) abstentions and broker non-votes will have
the effect of votes against these proposals." You asked that we explain what
"any votes withheld" means in this context.

      We have removed the reference to "any votes withheld" because votes are
withheld only with respect to Proposal 1, the election of Directors. See page 2.

4. You asked that we add a statement on page 4 as to whether the nominees have
agreed to serve if elected and whether they consented to being referenced in the
proxy statement.

      We have complied with this comment. See page 4.

5. You asked  that we  explain  the  meaning  of the word  "metrics"  in Lori D.
Pressman's biography on page 6.

      We have complied with this comment. See page 6.

6. You asked that we update all tables in which directors are listed so as to
separate interested and non-interested directors.

      We have complied with this comment. See pages 8 and 14.

7. Above the caption "Board Committees" on page 9, you asked that we bold the
statement "all of whom except Mr. Harris are independent both under the rules of
the NASD and for the purposes of the 1940 Act."

      We have complied with this comment. See page 9.

                                       2
<PAGE>

Proposal 2 (Sale of Rights) - Pages 25 - 27

8. You ask  that we  indicate  whether  any  proposed  sale of  rights  would be
registered or unregistered,  whether it would be underwritten or not, that we be
clear  throughout the disclosure  which type of rights we are discussing,  i.e.,
transferable or non-transferable,  and that we include a more comprehensive list
of the types of  securities  that  might  accompany  the rights and the types of
long-term rights.

      Section 61(a) only requires shareholder approval of the general proposal,
not of any specific transaction. Thus, we are prepared to mention additional
possibilities but believe it to be inappropriate under Section 61(a) to describe
a specific proposal or constrain the freedom of the board to act on a general
authorization. We have added additional disclosure regarding the additional
possibilities and clarified the disclosure where possible. See pages 25 - 27.

9. You asked that we add risk language on page 25 regarding leverage risk or add
a cross-reference to such a risk located elsewhere in the proxy statement.

      We have complied with this comment by adding a cross reference to the
leverage risk located on page 27. See page 25.

10. You asked that we include an example in the first paragraph on page 25.

      We have complied with this comment. See page 25.

11. You asked that we check the reference to Section 61(a) in the first
paragraph on page 25 and asked whether we meant to reference Section 63(2).

      Section 61(a) of the Investment Company Act of 1940 is the reference we
intended to cite because it authorizes a business development company to issue
rights subject to certain requirements.

12. You asked whether we have policies and procedures pursuant to Section
63(2)(A) and whether the two votes mentioned there have been carried out.

      Section 63(2)(A) permits a business development company to sell its common
stock at a price below the current net asset value of such stock if the holders
of a majority of such business development company's outstanding voting
securities, and the holders of a majority of such company's outstanding voting
securities that are not affiliated persons of such company, approved the policy
and practice of making such sales of securities within one year prior to any
such sale. This section does not require the Company to have specific
procedures, and the required votes approving the policy and practice of making
the sale of rights are being carried out pursuant to this proxy statement and
the board resolution approving the proposals in this proxy statement.

                                       3
<PAGE>

13. On page 26, in the paragraph beginning with "[t]he board also believes that
increasing," in the second sentence, you asked that we add to the words
"resulting from the exercise" after the words"[t]he issuance of additional
common shares."

      We have complied with this comment. See page 26.

14. In the third full paragraph on page 26, you asked that we add the words "of
the rights" after the words "at the time of issuance."

      We have complied with this comment. See page 26.

15. In the third full paragraph on page 27, you asked us to clarify what we mean
by "public or non-public."

      We have complied with this comment by revising the disclosure to state
"registered and non-registered." See page 27.

16. You asked that we add some language at the end of the section "Dilution" on
page 27 stating that there could be adverse affects on shareholders who do not
subscribe for their full allotment.

      We have complied with this comment. See page 27.

17. You asked that we add some disclosure on page 27 under "Leverage" stating
that if any debt is issued, common shareholders would bear the cost.

      We have complied with this comment. See page 27.

18. You asked that we explain supplementally how we would do transferable rights
offerings privately.

      Our disclosure sought to make clear and, with our additional insertion,
makes even clearer, the discussion of short-term rights offerings is only to
explain why the Company wants shareholder approval to be able to do something
other than transferable short-term rights offerings. See page 25.

Proposal 4 (Removal of Certain Investment Restrictions) Pages 30 - 35

19. You asked that we modify the disclosure on page 30 to clarify that
shareholders will vote on proposals 4A - 4G and not one bundled proposal.

      We have complied with this comment. See page 30.

20. You asked us to supplementally inform you what the basis is for our belief
that we are not required to take any action to remove the investment
restrictions because their removal is inherent in becoming a business
development company as we note on page 30 of the proxy statement.

                                       4
<PAGE>

      Investment companies are required to have investment restrictions pursuant
to Section 8 of the 1940 Act. We are no longer subject to Section 8 because of
our election to be a business development company pursuant to Section 54 of the
1940 Act. Although we believe that we were not required to take any action to
remove these restrictions because their removal is inherent in becoming a
business development company and no longer being subject to Section 8, we have
included proposals 4A - 4G for the sake of clarity since the 1940 Act does not
expressly provide this result.

21. Under Proposal 4E, you asked that we add disclosure stating that real estate
can be less liquid and have valuation issues.

      We have complied with this comment. See page 33.

22. Under  Proposal 4F, you asked that we delete the last sentence in the second
paragraph  stating that "all of our assets so invested  would be subject to risk
of loss."

      We have complied with this comment. See page 34.

23.  You asked  about what the  shareholder  notification  requirements  are for
non-Rule 8 proposals.

      The third to the last and second to the last paragraphs on page 36 already
contains a detailed description of the notice requirements for non-Rule 8
proposals. See page 36.

      We believe that the above responses adequately respond to the concerns
raised in your comments. We have filed the revised proxy statement with the
definitive materials on Schedule 14A. In addition, on March 29, 2005, I sent you
an email with the changed pages reflecting our responses to your comments. We
are attaching a copy of these pages herewith. Should you have any additional
comments or concerns, please feel free to contact the undersigned at
212-582-0900, extension 15.

                                            Sincerely,

                                            /s/ Sandra Matrick Forman
                                            -------------------------

                                            Sandra Matrick Forman

      cc: Charles Harris

                                       5
<PAGE>

      Any  proxy  given  pursuant  to  this  solicitation  may be  revoked  by a
shareholder  at any  time,  before  it is  exercised,  by  written  notification
delivered to our  Secretary,  by voting in person at the Annual  Meeting,  or by
executing  another  proxy bearing a later date. If your shares are held for your
account by a broker,  bank or other  institution  or nominee,  you may vote such
shares at the Annual Meeting only if you obtain proper written  authority,  from
your institution or nominee, that you present at the Annual Meeting.

      Approval of any of the matters submitted for stockholder approval requires
that a quorum be present.  The  presence,  in person or by proxy,  of at least a
majority of the total number of  outstanding  shares of common stock entitled to
vote is necessary to constitute a quorum.  Abstentions and broker non-votes will
be counted as shares  present at the Annual  Meeting for purposes of determining
the  existence of a quorum.  Broker  non-votes  are proxies  received by us from
brokers or nominees when the broker or nominee neither has received instructions
from  the  beneficial   owner  or  other  persons   entitled  to  vote  nor  has
discretionary power to vote on the particular matter.

      If a quorum is present  (in person or by proxy),  (i) for  Proposal 1, the
directors  will be elected by a plurality  of the votes cast (i.e.,  the highest
number of votes cast for each of the 10 director  slots);  (ii) for  Proposal 2,
the financing proposal will be approved if a majority of the votes cast are cast
in favor;  (iii) for Proposal 3, the proposed  amendment to the  Certificate  of
Incorporation  will be  approved  if a majority  of the shares  outstanding  and
entitled to vote are cast in favor;  and (iv) for  Proposals 4A, 4B, 4C, 4D, 4E,
4F and  4G,  approval  of the  proposal  with  respect  to the  removal  of each
investment  restriction  will be  approved if either (a) more than 50 percent of
the shares outstanding on the record date are cast in favor or (b) 67 percent or
more of the  shares  represented  at the  meeting  are cast in favor.  All other
matters  being  submitted to  shareholder  vote pursuant to the Notice of Annual
Meeting  will be  approved  if a quorum is  present  in person or by proxy and a
majority  of the votes  cast on a  particular  matter  are cast in favor of that
matter. For purposes of Proposals 1, 3 and unspecified  matters that come before
the meeting,  votes withheld or abstentions will not be counted as votes cast on
the matter and will have no affect on the result of the vote.

      A broker  "non-vote"  occurs when a broker holding shares for a beneficial
owner does not vote on a  particular  proposal  because the broker does not have
discretionary  voting  power  for  that  particular  item  and has not  received
instructions  from the beneficial owner. If your broker holds your shares in its
"street"  name,  the broker may vote your  shares on  Proposal  1  (Election  of
Directors),  Proposal 3 (Amend the Certificate of Incorporation) and unspecified
matters  that come before the meeting  even if it does not receive  instructions
from you. For purposes of Proposal 2 (Financing),  and Proposals 4A, 4B, 4C, 4D,
4E, 4F and 4G (Removal of  Investment  Restrictions),  because  abstentions  and
broker  non-votes are treated as shares present but not voting,  any abstentions
and broker non-votes will have the effect of votes against these proposals.

      Proxies are being solicited by Innisfree M&A Incorporated, pursuant to its
standard contract as proxy solicitor, the cost of which will be borne by us and
is estimated to be approximately $7,500. Proxies will be solicited by telephone
or by mail. All expenses of preparing, printing, mailing, and delivering
proxies, and all materials used in the solicitation of proxies, will be borne by
us. Proxies may also be solicited by officers and regular employees of the
Company personally, by telephone or otherwise, but these persons will not be
specifically

<PAGE>

                              ELECTION OF DIRECTORS

                                (Proposal No. 1)

      The 10 nominees  listed below,  all of whom currently  serve as directors,
have been  nominated to serve as our directors  until the next Annual Meeting or
until their respective successors are duly elected and qualified. Although it is
not  anticipated  that any of the nominees will be unable or unwilling to serve,
in the unexpected  event that any such nominees  should become unable or decline
to  serve,  it is  intended  that  votes  will be cast for  subst