EX. (B) - RESTATED BY-LAWS OF THE COMPANY

D-0285
084:jb:502
11/4/98

BY-LAWS

OF

HARRIS & HARRIS GROUP, INC.



ARTICLE I

OFFICES

SECTION 1. PRINCIPAL OFFICE. The principal office of the corporation
shall be located in the City, County and State of New York.

SECTION 2. OTHER OFFICES. The corporation may have other offices and
places of business, within or without the State of New York, as shall be
determined by the directors.

ARTICLE II

SHAREHOLDERS

SECTION 1. PLACE OF MEETINGS. Meetings of the shareholders may be
held at such place or places, within or without the State of New York, as
shall be fixed by the directors and stated in the notice of the meeting.

SECTION 2. ANNUAL MEETING. The annual meeting of shareholders for the
election of directors and the transaction of such other business as may
properly come before the meeting shall be held on the date selected by the
Board of Directors in each calendar year.(1)

SECTION 3. NOTICE OF ANNUAL MEETING. Notice of the annual meeting
shall be given to each shareholder entitled to vote, at least ten days prior
to the meeting.

SECTION 4. SPECIAL MEETINGS. Special meetings of the shareholders for
any purpose or purposes may be called by only the President or a majority of
the entire Board of Directors then in office.

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(1) As amended at the April 30, 1984, special directors' meeting.



SECTION 5. NOTICE OF SPECIAL MEETING. Notice of a special meeting,
stating the time, place and purpose or purposes thereof, shall be given to
each shareholder entitled to vote, at least ten days prior to the meeting. The
notice shall also set forth at whose direction it is being issued.

SECTION 6. QUORUM. At any meeting of the shareholders, the holders of
a majority of the shares of stock then entitled to vote, shall constitute a
quorum for all purposes, except as otherwise provided by law or the
Certificate of Incorporation.

SECTION 7. VOTING. At each meeting of the shareholders, every holder
of stock then entitled to vote may vote in person or by proxy, and, except as
may be otherwise provided by the Certificate or Incorporation, shall have one
vote for each share of stock registered in his name.

SECTION 8. ADJOURNED MEETINGS. Any meeting of shareholders may be
adjourned to a designated time and place by a vote of a majority in interest
of the shareholders present in person or by proxy and entitled to vote, even
though less than a quorum is so present. No notice of such an adjourned
meeting need be given, other than by announcement at the meeting, and any
business may be transacted which might have been transacted at the meeting as
originally called.

SECTION 9. ACTION BY WRITTEN CONSENT OF SHAREHOLDERS. Whenever by any
provision of statute or of the Certificate of Incorporation or of these
By-Laws, the vote of shareholders at a meeting thereof is required or
permitted to be taken in connection with any corporate action, the meeting and
vote of shareholders may be dispensed with, if all the shareholders who would
have been entitled to vote upon the action if such meeting were held, shall
consent in writing to such corporate action being taken.

SECTION 10. NOTICE OF SHAREHOLDER NOMINEES. Only persons who are
nominated in accordance with the following procedures set forth in these
By-Laws shall be eligible for election as directors of the corporation.
Nominations of persons for election to the Board of Directors may be made at
any annual meeting of shareholders (a) by or at the direction of the Board of
Directors (or any duly authorized committee thereof) or (b) by any shareholder
of the corporation (i) who is a shareholder of record on the date of the
giving of notice provided for in this Section 10 and on the record date for
the determination of shareholders entitled to vote at such annual meeting and
(ii) who complies with the notice procedures set forth in this Section 10.

In addition to any other applicable requirements, for a nomination to
be made by a shareholder, such shareholder must have given timely notice
thereof in proper written form to the Secretary of the corporation.

To be timely, a shareholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of the
corporation not less than ninety (90) days nor more than one hundred and
twenty (120) days prior to the anniversary date of the immediately preceding
annual meeting of shareholders; provided, however, that in the event that the
annual meeting is called for a date that is not within thirty (30) days before
or after such anniversary date, notice by the shareholder in order to be
timely must be so received not later than the close of business on the tenth
(10th) day following the day on which notice of the date of the annual meeting
was mailed or such public disclosure of the date of the annual meeting was
made, whichever first occurs.

To be in proper written form, a shareholder's notice to the Secretary
must set forth (a) as to each person whom the shareholder proposes to nominate
for election as a director (i) the name, age, business address and residence
address of the person, (ii) the principal occupation or employment of the
person, (iii) the class or series and number of shares of capital stock of the
corporation which are owned beneficially or of record by the person and (iv)
any other information relating to the person that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors pursuant to
Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations promulgated thereunder; and (b) as to the
shareholder giving the notice (i) the name and record address of such
shareholder, (ii) the class or series and number of shares of capital stock of
the corporation which are owned beneficially or of record by such shareholder,
(iii) a description of all arrangements or understandings between such
shareholder and each proposed nominee and any other person or persons
(including their names) pursuant to which the nomination(s) are to be made by
such shareholder, (iv) a representation that such shareholder intends to
appear in person or by proxy at the annual meeting to nominate the persons
named in its notice and (v) any other information relating to such shareholder
that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for election
of directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder. Such notice must be accompanied by a
written consent of each proposed nominee to be named as a nominee and to serve
as a director if elected.

No person shall be eligible for election as a director of the
corporation unless nominated in accordance with the procedures set forth in
this Section 10. If the Chairman of the annual meeting determines that a
nomination was not made in accordance with the foregoing procedures, the
Chairman shall declare to the meeting that the nomination was defective and
such defective nomination shall be disregarded.

SECTION 11. NOTICE OF SHAREHOLDER BUSINESS. No business may be
transacted at an annual meeting of shareholders, other than business that is
either (a) specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the Board of Directors (or any duly authorized
committee thereof), (b) otherwise properly brought before the annual meeting
by or at the direction of the Board of Directors (or any duly authorized
committee thereof) or (c) otherwise properly brought before the annual meeting
by any shareholder of the corporation (i) who is a shareholder of record on
the date of the giving of the notice provided for in this Section 11 and on
the record date for the determination of shareholders entitled to vote at such
annual meeting and (ii) who complies with the notice procedures set forth in
this Section 11.

In addition to any other applicable requirement, for business to be
properly brought before an annual meeting by a shareholder, such shareholder
must have given timely notice thereof in proper written form to the Secretary
of the corporation.

To be timely, a shareholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of the
corporation not less than ninety (90) days nor more than one hundred and
twenty (120) days prior to the anniversary date of the immediately preceding
annual meeting of shareholders; provided, however, that in the event that the
annual meeting is called for a date that is not within thirty (30) days before
or after such anniversary date, notice by the shareholder in order to be
timely must be so received not later than the close of business on the tenth
(10th) day following the day on which notice of the date of the annual meeting
was mailed or public disclosure of the date of the annual meeting was made,
whichever first occurs.

To be in proper written form, a shareholder's notice to the Secretary
must set forth as to each matter such shareholder proposes to bring before the
annual meeting (i) a brief description of the business desired to be brought
before the annual meting and the reasons for conducting such business at the
annual meeting, (ii) the name and record address of such shareholder, (iii)
the class or series and number of shares of capital stock of the corporation
which are owned beneficially or of record by such shareholder, (iv) a
description of all arrangements or understandings between such shareholder and
any other person or persons (including their names) in connection with the
proposal of such business by such shareholder and any material interest of
such shareholder in such business and (v) a representation that such
shareholder intends to appear in person or by proxy at the annual meeting to
bring such business before the meeting.

No business shall be conducted at the annual meeting of shareholders
except business brought before the annual meeting in accordance with the
procedures set forth in this Section 11, provided, however, that, once
business has been properly brought before the annual meeting in accordance
with such procedures, nothing in this Section 11 shall be deemed to preclude
discussion by any shareholder of any such business. If the Chairman of an
annual meeting determines that business was not properly brought before the
annual meeting in accordance with the foregoing procedures, the Chairman shall
declare to the meeting that the business was not properly brought before the
meeting and such business shall not be transacted.

ARTICLE III

DIRECTORS

SECTION 1. NUMBER. The number of directors of the corporation shall
be determined from time to time by resolutions of the directors, who shall
hold office for the term of one year and until their successors are duly
elected and qualify. The number of directors may be less than three when all
of the shares are owned by less than three shareholders, but in such event the
number of directors may not be less than the number of shareholders. Directors
need not be shareholders.

SECTION 2. POWERS. The Board of Directors may adopt such rules and
regulations for the conduct of its meetings, the exercise of its powers and
the management of the affairs of the corporation as it may deem proper, not
inconsistent with the laws of the State of New York, the Certificate of
Incorporation or these By-Laws.

In addition to the powers and authorities by these By-Laws expressly
conferred upon them, the Board of Directors may exercise all such powers of
the corporation and do such lawful acts and things except as are by statute,
the Certificate of Incorporation or these By-Laws directed or required to be
exercised or done by the shareholders.

SECTION 3. MEETING, QUORUM, ACTION WITHOUT MEETING. Meetings of the
Board of Directors may be held at any place, either within or outside the
State of New York, provided a quorum be in attendance. Except as may be
otherwise provided by the Certificate of Incorporation or by the Business
Corporation Law, a majority of the directors in office shall constitute a
quorum at any meeting of the Board of Directors and the vote of a majority of
a quorum of directors shall constitute the act of the Board of Directors.

The Board of Directors may hold an annual meeting, without notice,
immediately after the annual meeting of shareholders. Regular meetings of the
Board of Directors may be established by a resolution adopted by the Board of
Directors. The Chairman of the Board of Directors may call, and at the request
of any two directors must call, a special meeting of the Board of Directors,
three days notice of which shall be given by overnight United States Mail or
by Federal Express or any other private overnight courier service, or two days
notice of which shall be given personally or by telephone, telecopier or
telefax (or similar communications equipment), telegram or cable, to each
director.(2)

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(2) As amended at the November 17, 1988, directors' meeting.


Any one or more members of the Board of Directors or any Committee
thereof may participate in a meeting of such Board of Directors or Committee
by means of a conference telephone call or similar communications equipment
allowing all persons participating in the meeting to hear each other at the
same time, if before the meeting the Chairman of the Board of Directors or the
Chairman of such Committee, as the case may be, determines that an emergency
or other extraordinary circumstances exist, making telephone participation in
the meeting by one or more directors appropriate. The determination by the
Chairman of the Board of Directors or the Chairman of a Committee thereof, as
the case may be, that an emergency or other extraordinary circumstances exist,
making telephone participation in the meeting by one or more directors
appropriate, shall be final and conclusive. Where authorized by the Chairman
of the Board of Directors or the Chairman of a Committee thereof, as described
above in this paragraph, participation by means of a conference telephone call
or similar communications equipment allowing all persons participating in the
meeting to hear each other at the same time shall constitute presence in
person at the meeting.(3)

Any action required or permitted to be taken by the Board of
Directors or any Committee thereof may be taken without a meeting if all
members of the Board of Directors or the Committee consent in writing to the
adoption of a resolution authorizing the action. The resolution and the
written consents thereto by the members of the Board of Directors or Committee
shall be filed with the minutes of the meetings of the Board of Directors or
Committee.

SECTION 4. VACANCIES, REMOVAL. Except where the Certificate of
Incorporation contains provisions authorizing cumulative voting or the
election of one or more directors by class or their election by holders of
bonds, or requires all action by shareholders to be by a greater vote, any one
or more of the directors may be removed, (a) for cause, at any time, by vote
of the shareholders holding a majority of the outstanding stock of the
corporation entitled to vote, present in person or by proxy, at any special
meeting of the shareholders or by written consent of all of the shareholders
entitled to vote, or (b) for cause, by action of the Board of Directors at any
regular or special meeting of the Board of Directors. Shareholders may not
remove directors without cause. A vacancy or vacancies occurring from such
removal may be filled at a special meeting of shareholders called for such
purpose or at a regular or special meeting of the Board of Directors.

SECTION 5. COMMITTEES. The Board of Directors, by resolution adopted
by a majority of the entire Board of Directors, may designate from its members
an Executive Committee or other committee or committees, each consisting of
three or more members, with such powers and authority (to the extent permitted
by law) as may be provided in said resolution.

ARTICLE IV

OFFICERS

SECTION 1. EXECUTIVE OFFICERS. The executive officers of the
corporation shall be a Chairman of the Board, a President, a Treasurer and a
Secretary, all of whom shall be elected annually by the Board of Directors,
who shall hold office at the pleasure of the Board of Directors. No one person
may serve simultaneously as both President and Secretary of the corporation,
but any two or more other offices may be held simultaneously by the same
person. All vacancies occurring among any of the officers shall be filled by
the Board of Directors.(4)


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(3) As amended at the April 25, 1989, directors' meeting.

(4) As amended at the November 17, 1988, directors' meeting.



SECTION 2. OTHER OFFICERS. The Board of Directors may appoint such
other officers and agents with such powers and duties as it shall deem
necessary.

SECTION 3. THE CHAIRMAN OF THE BOARD. The Chairman of the Board of
Directors shall be the chief executive officer of the corporation and, while
the Board of Directors is not in session, shall have general management and
control of the business and affairs of the corporation. He shall also preside
at all meetings of the Board of Directors, and shall have and perform such
other duties as from time to time may be assigned to him by the Board of
Directors.(5)

SECTION 4. THE PRESIDENT. The President, who may but need not be a
director, shall, in the absence of a Chairman of the Board, preside at all
meetings of the shareholders and directors. He shall have and perform such
other duties as from time to time may be assigned to him by the Board of
Directors or the Chairman of the Board.(6)

SECTION 5. THE VICE-PRESIDENT. The Vice-President, if one be elected,
or if there be more than one, the senior Vice-President as determined by the
Board of Directors, in the absence or disability of the President, shall
exercise the powers and perform the duties of the President and each
Vice-President shall exercise such other powers and perform such other duties
as from time to time may be assigned to him by the Board of Directors, the
Chairman of the Board, or the President.(7)

SECTION 6. THE TREASURER. The Treasurer shall have custody of all
funds, securities and evidences of indebtedness of the corporation; he shall
receive and give receipts and acquittances for moneys paid in on account of
the corporation, and shall pay out of the funds on hand all bills, payrolls,
and other just debts of the corporation, of whatever nature, upon maturity; he
shall enter regularly in books to be kept by him for that purpose, full and
accurate accounts of all moneys received and paid out by him on account of the
corporation, and he shall perform all other duties incident to the office of
Treasurer and as may be prescribed by the Board of Directors.

SECTION 7. THE SECRETARY. The Secretary shall keep the minutes of all
meetings of the Board of Directors and of the shareholders; he shall attend to
the giving and serving of all notices to shareholders and directors or other
notice required by law or by these By-Laws; he shall affix the seal of the
corporation to deeds, contracts and other instruments in writing requiring a
seal, when duly signed or when so ordered by the Board of Directors; he shall
have charge of the certificate books and stock books and such other books and
papers as the Board of Directors may direct, and he shall perform all other
duties incident to the office of Secretary.

SECTION 8. SALARIES. The salaries and other compensation of all
officers and employees shall be fixed by the Board of Directors, or by any
committee designated from among the directors (in accordance with Article III,
Section 5, of these By-Laws) to handle such compensation matters, and the fact
that any officer is a director shall not preclude him from receiving a salary
and other compensation as an officer, or from voting upon the resolution
providing the same.(8)


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(5) As amended at the November 17, 1988, directors' meeting.

(6) As amended at the November 17, 1988, directors' meeting.

(7) As amended at the November 17, 1988, directors' meeting.

(8) As amended by the Unanimous Written Action by Board of Directors
dated June 9, 1992.



ARTICLE V

CAPITAL STOCK

SECTION 1. FORM AND EXECUTION OF CERTIFICATES. Certificates of stock
shall be in such form as required by the Business Corporation Law of New York
and as shall be adopted by the Board of Directors. They shall be numbered and
registered in the order issued; shall be signed by the Chairman or a
Vice-Chairman of the Board of Directors (if any) or by the President or
Vice-President and by the Secretary or an Assistant Secretary or the Treasurer
or an Assistant Treasurer and may be sealed with the corporate seal or a
facsimile thereof. When such a certificate is countersigned by a transfer
agent or registered by a registrar, the signatures of any such officers may be
facsimile.

SECTION 2. TRANSFER. Transfer of shares shall be made only upon the
books of the corporation by the registered holder in person or by attorney,
duly authorized, and upon surrender of the certificate or certificates for
such shares properly assigned for transfer.

SECTION 3. LOST OR DESTROYED CERTIFICATES. The holder of any
certificate representing shares of stock of the corporation may notify the
corporation of any loss, theft or destruction thereof, and the Board of
Directors may thereupon, in its discretion, cause a new certificate for the
same number of shares, to be issued to such holder upon satisfactory proof of
such loss, theft or destruction, and the deposit of indemnity by way of bond
or otherwise, in such form and amount and with such surety or sureties as the
Board of Directors may require, to indemnify the corporation against any loss
or liability by reason of the issuance of such new certificates.

SECTION 4. RECORD DATE. In lieu of closing the books of the
corporation, for the purpose of determining the shareholders entitled to
notice of or to vote at any meeting of shareholders or any adjournment
thereof, or to express consent to or dissent from any proposal without a
meeting, or for the purpose of determining shareholders entitled to receive
payment of any dividend or the allotment of any rights, or for the purpose of
any other action, the Board of Directors may fix, in advance, a date, not
exceeding sixty days, nor less than ten days, as the record date for any such
determination of shareholders.


ARTICLE VI

MISCELLANEOUS

SECTION 1. DIVIDENDS. The Board of Directors may declare dividends
from time to time upon the capital stock of the corporation from the surplus
or net profits available therefor.

SECTION 2. SEAL. The Board of Directors shall provide a suitable
corporate seal and shall be used as authorized by the By-Laws.

SECTION 3. FISCAL YEAR. The fiscal year of the corporation shall be
determined by the Board of Directors.

SECTION 4. CHECKS, NOTES, ETC. Checks, notes, drafts, bills of
exchange and orders for the payment of money shall be signed or endorsed in
such manner as shall be determined by the Board of Directors.

The funds of the corporation shall be deposited in such bank or trust
company, and checks drawn against such funds shall be signed in such manner as
may be determined from time to time by the Board of Directors.

SECTION 5. NOTICE AND WAIVER OF NOTICE. Any notice required to be
given under these By-Laws may be waived by the person entitled thereto, in
writing, by telecopier or telefax (or similar communications equipment),
telegram, cable or radiogram, and the presence of any person at a meeting
shall constitute waiver of notice thereof as to such person.(9) (10)

ARTICLE VII

AMENDMENTS

SECTION 1. BY SHAREHOLDERS. These By-Laws may be amended at any
shareholders' meeting by vote of the shareholders holding a majority (unless
the Certificate of Incorporation requires a larger vote) of the outstanding
stock having voting power, present either in person or by proxy, provided
notice of the amendment is included in the notice or waiver of notice of such
meeting.

SECTION 2. BY DIRECTORS. The Board of Directors may also amend these
By-Laws at any regular or special meeting of the Board by a majority (unless
the Certificate of Incorporation requires a larger vote) vote of the entire
Board, but any By-Laws so made by the Board of Directors may be altered or
repealed by the shareholders.

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(9) As amended at the November 17, 1988, directors' meeting.

(10) Section 6 "Indemnification" was deleted in its entirety pursuant to a
unanimous written consent of directors dated October 19, 1992.



BY-LAWS

OF

HARRIS & HARRIS GROUP, INC.



I certify that the following By-Laws, consisting of nine pages, each
of which I have initialed for identification, are the By-Laws:

(1) Adopted, as contemplated by Section 601(a) of the New York
Business Corporation Law, as amended, for and on behalf of the shareholders of
Harris & Harris Group, Inc. (the "corporation"), by a written action signed by
the corporation's sole incorporator and dated as of December 1, 1981;

(2) Approved and adopted by the corporation's Board of Directors by a
unanimous written consent in lieu of an organizational meeting dated as of
December 1, 1981; and

(3) As amended by the corporation's Board of Directors (a) at its
March 23, 1984, special meeting; (b) by a unanimous written consent of
directors dated as of April 13, 1984; (c) at its April 30, 1984, special
meeting; (d) at its July 9, 1984, meeting; (e) at its October 19, 1984,
meeting; (f) at its July 11, 1985, meeting; (g) at its November 17, 1988,
meeting; (h) at its April 25, 1989, meeting; (i) by a unanimous written
consent of directors dated June 9, 1992; and (j) by a unanimous written
consent of directors dated October 19, 1992.


/s/ Rachel M. Pernia
---------------------------------
Rachel M. Pernia, Secretary

Dated: November 4, 1998