As filed with the Securities and Exchange Commission on March 28, 2000
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-8F
Application for Deregistration of Certain Registered Investment Companies
1. Reason fund is applying to deregister (check only one):
[ ] Merger
[ ] Liquidation
[ ] Abandonment of Registration
[x] Election of status as a Business Development Company
Fund requests an order declaring that it ceased to be an investment
company as of July 27, 1995, the date that fund elected to be regulated
as a business development company.
2. Name of fund:
Harris & Harris Group, Inc.
3. Securities and Exchange Commission File No.:
811-07074; 814-0176
4. Is this an initial Form N-8F or an amendment to a previously filed Form
N-8F?
[x] Initial Application [ ] Amendment
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5. Address of Principal Executive Office (include No. & Street, City,
State, Zip Code):
One Rockefeller Plaza
14 West 49th Street
New York, New York 10020
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
Steven B. Boehm, Esq.
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2415
(202) 383-0176
7. Name, address and telephone number of individual or entity responsible
for maintenance and preservations of fund records in accordance with
rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:
Ms. Rachel M. Pernia
Vice President, Controller and Treasurer
Harris & Harris Group, Inc.
One Rockefeller Plaza
14 West 49th Street
New York, New York 10020
(212) 332-3603
8. Classification of fund (check only one):
[x] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
9. Subclassification if the fund is a management company (check only one):
[ ] Open-end [x] Closed-end
10. State law under which the fund was organized or formed:
New York
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VERIFICATION
The undersigned states that (i) he or she has executed this Form N-8F
application for an order under section 8(f) of the Investment Company Act of
1940 on behalf of Harris & Harris Group, Inc., (ii) he or she is the President
of Harris & Harris Group, Inc., and (iii) all actions by shareholders,
directors, and any other body necessary to authorize the undersigned to
execute and file this Form N-8F application have been taken. The undersigned
also states that the facts set forth in this Form N-8F application are true to
the best of his or her knowledge, information and belief.
/s/ Mel P. Melsheimer
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Mel P. Melsheimer
