CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
HARRIS & HARRIS GROUP, INC.

Under Section 805 of the Business Corporation Law

FIRST: The name of the corporation is Harris & Harris Group,
Inc.

SECOND: The certificate of incorporation of the corporation
was filed with the Department of State on August 19, 1981 under the original
name Sovereign Thoroughbreeders, Inc.

THIRD: The amendment effected by this certificate of amendment
is as follows:

Articles 4 of the certificate of incorporation, relating to increasing the
aggregate number of shares which the corporation shall have authority to issue
is hereby amended to read in its entirety as follows:

"4. The aggregate number of shares which the Corporation shall have authority to
issue is 32,000,000 shares, consisting of 30,000,000 shares of Common Stock, par
value one cent ($.01) per share, and 2,000,000 shares of Preferred Stock, par
value ten cents ($.10) per share. The designations, relative rights, preferences
and limitations of the shares of each class shall be as follows: Subject to the
provisions hereof the Board of Directors is hereby expressly authorized to
divide shares of Preferred Stock into one or more series, to issue the shares of
Preferred Stock in such series, and to fix the number of shares to be included
in each series, and the designation, relative rights, preferences and
limitations of all shares of each series. The authority of the Board of
Directors with respect to each series shall include, without limitation, the
determination of any or all of the following matters:

(a) the number of shares constituting such series and the designation
thereof to distinguish the shares of such series from the shares of all other
series;

(b) the annual dividend rate on the shares of such series and whether
such dividends shall be cumulative and, if cumulative, the date from which
dividends shall accumulate;

(c) the redemption price or prices for shares of such series, if
redeemable, and the terms and conditions of such redemption;

(d) the preference, if any, of shares of such series in the event of
any voluntary or involuntary liquidation, dissolution or winding up of the
affairs of the Corporation;


(e) the voting rights (including but not limited to, the number of
votes per share), if any, of shares of such series in addition to voting rights
prescribed by law, and the terms, if any, of such voting rights;

(f) the rights, if any, of shares of such series to be converted into
shares of any other class or series, including Common Stock, and the terms and
conditions of such conversion;

(g) the terms or amount of any sinking fund provided for the purchase
or redemption of such series; and

(h) any other relative rights, preferences and limitations of such
series.

The shares of each series of Preferred Stock may vary from the shares of any
other series of Preferred Stock as to any of such matters."

FOURTH: The certificate of amendment was authorized by the
vote of the board of directors followed by a vote of a majority of all
outstanding shares entitled to vote thereon at a meeting of shareholders.


IN WITNESS WHEREOF, I have made and signed this certificate this 20th day of
May, 2005.



/s/ Douglas W. Jamison Douglas W. Jamison, President
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Signature Name and Title