HARRIS & HARRIS GROUP INC /NY/
SC 13E4/A, 1999-08-12
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                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                          -----------------------

                               SCHEDULE 13E-4

                       ISSUER TENDER OFFER STATEMENT
   (PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)

                             (Amendment No. 1)

                          -----------------------

                        HARRIS & HARRIS GROUP, INC.
                              (Name of Issuer)

                        HARRIS & HARRIS GROUP, INC.
                    (Name of Person(s) Filing Statement)

                          -----------------------

                   Common Stock, par value $.01 per share
                       (Title of Class of Securities)

                                 413833104
                   (CUSIP Number of Class of Securities)

                             Mel P. Melsheimer
                        Harris & Harris Group, Inc.
                           One Rockefeller Plaza
                             Rockefeller Center
                             New York, NY 10020
                               (212) 332-3600
 (Name, Address and Telephone Number of Person Authorized to Receive Notices
                                    and
        Communications on Behalf of the Person(s) Filing Statement)

                          -----------------------

                                  COPY TO:

                               Thomas A. Hale
              Skadden, Arps, Slate, Meagher & Flom (Illinois)
                           333 West Wacker Drive
                             Chicago, Illinois
                               (312) 407-0835

                          -----------------------

                               July 14, 1999
   (Date Tender Offer First Published, Sent or Given to Security Holders)



           This Amendment No. 1 to the Issuer's Tender Offer Statement on
 Schedule 13E-4 filed with the Securities and Exchange Commission on July
 14, 1999 by Harris & Harris Group, Inc. (the "Company"), with respect to
 the tender offer to purchase 1,100,000 of the Company's outstanding shares
 of common stock, par value $0.01 per share, at a price of $1.63 per
 share(the "Shares"), amends such statement on Schedule 13E-4 to add the
 following supplemental information: the number of Shares validly tendered
 through the expiration date and not with drawn was 1,080,569.  All
 1,080,569 such Shares were purchased in their entirety at the price of
 $1.63 per Share.  Payment for the shares was mailed on the date hereof.
 The Schedule 13E-4 is hereby terminated.

 ITEM 9.   MATERIAL TO BE FILED AS EXHIBITS.

           The following materials are hereby filed as additional Exhibits
 to the Schedule 13E-4:

           (a)(6)    Text of Completion Press Release dated August 12, 1999.



                                 SIGNATURE

      After due 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.

                               HARRIS & HARRIS GROUP, INC.


                               By:  /s/ Mel P. Melsheimer
                                  ------------------------------------
                               Name:   Mel P. Melsheimer
                               Title:  President and Chief Operating
                                         Officer


 Dated: August 12, 1999



                             INDEX TO EXHIBITS

      (a)(1)    Advertisement printed in The Wall Street Journal *

      (a)(2)    Offer to Purchase dated July 14, 1999 (including Financial
                Statements) *

      (a)(3)    Form of Letter of Transmittal (including Guidelines for
                Certification of Taxpayer Identification Number) *

      (a)(4)    Text of Press Release issued by the Company dated July 14,
                1999 *

      (a)(6)    Text of Completion Press Release dated August 12, 1999

      (b)       Not applicable.

      (c)       Letter dated July 1, 1999 from the Company to
                Ms. Susan Egli *

      (d)       Not applicable

      (e)       Not applicable

      (f)       Not applicable

 *Previously filed.





                               EXHIBIT (a)(6)

                Text of Press Release Dated August 12, 1999


 PRESS RELEASE                                FOR IMMEDIATE RELEASE
 HARRIS & HARRIS GROUP, INC.                  AUGUST 12, 1999
 ONE ROCKEFELLER PLAZA
 NEW YORK, NEW YORK  10020                    CONTACT:  MEL P. MELSHEIMER

 NASDAQ/NMS SYMBOL:  HHGP                     TEL. NO. (312) 332-3614



                  HARRIS & HARRIS GROUP TENDER SUCCESSFUL


      Harris & Harris Group, Inc. announced today that its tender offer for
 up to 1,100,000 shares at $1.63 per share expired as of 12:00 midnight last
 night.  A total of 1,080,569 shares were tendered, and all were accepted by
 the Company.  Of these shares, 1,075,269 were tendered by one shareholder,
 which tendered all of its holdings.  No shares were tendered by officers or
 directors of the Company.

      This repurchase of shares reduces Harris & Harris Group's shares
 outstanding by 10.5 percent to 9,240,831 shares.  On a pro-forma basis, as
 of June 30, 1999, this share reduction increases Harris & Harris Group's
 pro-forma net asset value per share (NAV) from the previously reported
 $2.35 to $2.43.

      Harris & Harris Group is a Business Development Company with 9,240,831
 common shares outstanding.

      Detailed information about Harris & Harris Group and its holdings can
 be found on its Web Site on the Internet at http://www.hhgp.com.








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