Form: 8-K

Current report

May 5, 2004

8-K: Current report

Published on May 5, 2004

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

___________________________________

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):

May 4, 2004


HARRIS & HARRIS GROUP, INC.
- -----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)



New York 0-11576 13-3119827
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction Identification No.)
of incorporation)


111 West 57th Street
New York, New York 10019
- -----------------------------------------------------------------------------
(Address of principal executive offices and zip code)


Registrant's telephone number, including area code: (212) 582-0900






Item 7. Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(c) Exhibits.


Exhibit No. Description

14 Code of Ethics


Item 9. Regulation FD Disclosure.

In accordance with interim guidance of the Securities and Exchange
Commission, this disclosure pursuant to Item 12 of Form 8-K is made
under Item 9.

On May 4, 2004, the Board of Directors of Harris & Harris Group, Inc.
adopted a company-wide code of ethics. The text of the code of ethics
is included as an exhibit to this Form 8-K. Pursuant to the rules and
regulations of the Securities and Exchange Commission, such exhibit and
the information set forth therein and herein is deemed to be furnished
and shall not be deemed to be filed.


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SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.



Date: May 5, 2004 HARRIS & HARRIS GROUP, INC.


By: /s/ Helene B. Shavin
-------------------------------
Helene B. Shavin
Vice President and Controller


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EXHIBIT INDEX


Exhibit No. Description

14 Code of Ethics





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