Form: SC 13E4/A

Issuer tender offer statement

August 12, 1999

SC 13E4/A: Issuer tender offer statement

Published on August 12, 1999




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.