Form: N-2/A

Registration statement for closed-end investment companies

April 13, 2004

Documents

EXHIBIT D

Published on April 13, 2004

Number Shares

COMMON STOCK


HARRIS & HARRIS GROUP, INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF NEW YORK

SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP 413833 10 4



THIS CERTIFIES THAT





IS THE OWNER OF



FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE
OF ONE CENT ($.01) PER SHARE OF


HARRIS & HARRIS GROUP, INC transferable on the books of the
Corporation by the holder hereof in person or by duly authorized attorney upon
surrender of this certificate properly endorsed. This certificate and the
shares represented are issued and shall be held subject to all of the
provisions of the Certificate of Incorporation and By-Laws of the Corporation
and any lawful amendment thereto.

This Certificate is not valid until countersigned by the Transfer
Agent.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.


[SEAL]

DATED:

COUNTERSIGNED:
THE BANK OF NEW YORK, NEW YORK

BY TRANSFER AGENT



AUTHORIZED SIGNATURE SECRETARY PRESIDENT






The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:





TEN COM - as tenants in common UNIF GIFT MIN ACT--........Custodian.......
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right under Uniform Gifts to Minors
of survivorship and not as Act.............................
tenants in common (State)



Additional abbreviations may also be used though not in the above
list.



For Value Received _______________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE


_______________________________________________________________________________


_______________________________________________________________________________
Please print or typewrite name and address including postal zip code of assignee


__________________________________________Shares represented by the within
Certificate, and do hereby irrevocably constitute and appoint

__________________________________________Attorney to transfer the said shares
on the books of the within-named Corporation, with full power of substitution
in the premises.

Dated__________________


X___________________________________________


X___________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND THE SAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY
PARTICULAR WITHOUT ALTERATION OR
ENLARGEMENT, OR ANY CHANGE WHATEVER.