Document




1152 Fifteenth Street, NW, Suite 850 Washington, DC 20005 202.729.7470 202.730.4520 fax
John Mahon 202.729.7477	Writer's E-mail Address John.Mahon@srz.com

February 9, 2017

VIA EDGAR

Dominic Minore, Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Harris & Harris Group, Inc.

Preliminary Proxy Statement on Schedule 14A

Filed on January 23, 2017 (File No. 0-11576)

Dear Mr. Minore:

On behalf of Harris & Harris Group, Inc. ("Harris & Harris" or the "Company"), set forth below are the Company's responses to the additional oral comments provided by the staff of the Division of Investment Management (the "Staff") of the Securities and Exchange Commission (the "Commission") to the Company on February 8, 2017 with respect to the preliminary proxy statement on Schedule 14A (the "Preliminary Proxy Statement") filed by the Company with the Commission on January 23, 2017, and the Company's response letter, dated February 6, 2017, addresses the Staff's previous comments (the "Prior Response Letter"). The Staff's comments are set forth below in italics and are followed by the Company's responses. Where revisions to the Preliminary Proxy Statement are referenced in the below responses, such revisions are indicated by proposed marked pages from the Preliminary Proxy Statement attached hereto.

General

Comment: We note your response to prior comment no. 1 set forth in the Prior Response Letter. Please revise the disclosure set forth under the heading "What is HALE.life Corporation …" in the Q&A Section of the Preliminary Proxy Statement to address whether HALE.life Corporation ("HALE") has been founded yet, if it currently conducts operations, and the Company's plan for seeding additional capital into HALE subsequent to the Company's conversion to a registered closed-end investment company as described in the Preliminary Proxy Statement (the "Proposed Restructuring"). In addition, in the third paragraph under the above-referenced heading, please clarify, if true, that HALE will be structured and run as an operating company.

Response: The Company has revised the disclosure set forth under the above-referenced heading in the Q&A section of the Preliminary Proxy Statement in response to the Staff's comment.

Comment: Under the sub-heading "Comparison of Fees and Expenses" set forth in Proposal 1 of the Preliminary Proxy Statement, please include a statement noting that, because HALE's financial statements will not be consolidated with those of the Company subsequent to the Proposed Restructuring, the expenses of HALE have not been included in the tabular disclosure regarding the Company's comparative fees and expenses. In addition, please confirm to the Staff on a supplemental basis that the Company does not expect to incur any interest expense in the twelve months following the Proposed Restructuring.

Response: The Company has revised the disclosure set forth under the above-referenced sub-heading in Proposal 1 of the Preliminary Proxy Statement in response to the Staff's comment. In addition, the Company confirms to the Staff that it does not expect to incur any interest expense in the twelve months following the Proposed Restructuring.

Comment: Under the sub-heading "Proposed Fundamental Investment Policies …" set forth in Proposal 1 of the Preliminary Proxy Statement, please revise the list of industries in which the Company may concentrate subsequent to the Proposed Restructuring to reflect a single industry or group of related industries, rather than enumerating a list of unrelated industries in which the Company may concentrate greater than 25% of its portfolio.

Response: The Company has revised the disclosure set forth under the above-referenced sub-heading in Proposal 1 of the Preliminary Proxy Statement in response to the Staff's comment.

Comment: We note that the Company intends to operate as a non-diversified fund subsequent to the Proposed Restructuring. Please revise the disclosure included under the sub-heading "Proposed Fundamental Investment Policies …" set forth in Proposal 1 of the Preliminary Proxy Statement to note that the Company will remain subject to the diversification requirements as a regulated investment company for federal income tax purposes.

Response: The Company has revised the disclosure set forth under the above-referenced sub-heading in Proposal 1 of the Preliminary Proxy Statement in response to the Staff's comment.

* * *

If you have any questions or additional comments concerning the foregoing, please contact the undersigned at (202) 729-7477.

Sincerely,

/s/ John J. Mahon

John J. Mahon

cc: Daniel B. Wolfe / Harris & Harris Group, Inc.