May
29,
2008
Securities
and Exchange Commission
100
F
Street, N.E.
Washington,
DC 20549
Attention:
Mr. Larry Greene
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Re:
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Harris
& Harris Group, Inc.
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File
No. 333-138996
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Dear
Mr.
Greene:
Please
find attached Post-Effective Amendment No. 4 to the Registration Statement
on
Form N-2 (the "Registration Statement"), which was transmitted electronically
for filing on the date even herewith on behalf of Harris & Harris Group,
Inc. pursuant to the Securities Act of 1933, (2) the General Instructions to
Form N-2, and (3) Rules 101 and 102 under Regulation S-T. The Registration
Statement is marked to show changes from Post-Effective Amendment No. 3 to
the
Registration Statement on Form N-2, filed with the Securities and Exchange
Commission on April 4, 2008.
We
have
filed a request for acceleration of the effectiveness of this Registration
Statement. If you have any questions, please contact the undersigned (212)
582-0900 or Richard Prins from Skadden, Arps, Slate, Meagher & Flom LLP at
(212) 735-3000.
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Very
truly yours,
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/s/
Sandra Matrick Forman
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Sandra
Matrick Forman
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General
Counsel
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