September 21, 2009
Securities
and Exchange Commission
100 F
Street, NE
Washington,
DC 20549
Attention:
Mr. Larry Greene
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Re:
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Harris & Harris Group, Inc. (the
"Company")
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Dear Mr.
Greene:
Please find attached Pre-Effective
Amendment No. 1 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 the Company 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 the
initial filing of the Registration Statement on Form N-2, filed with the
Securities and Exchange Commission on July 24, 2009.
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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