HARRIS & HARRIS GROUP, INC.
CODE OF ETHICS PURSUANT TO RULE 17J-1

BACKGROUND

This Code of Ethics has been adopted by the Board of Directors of
Harris & Harris Group, Inc. (the "Company") in accordance with Rule 17j-1(c)
under the Investment Company Act of 1940 (the "Act"). Rule 17j-1 generally
prohibits fraudulent or manipulative practices by access persons of investment
companies and business development companies including with respect to purchases
or sales of securities held or to be acquired by such companies.

The purpose of this Code of Ethics is to reflect the following: (1)
the duty at all times to place the interests of shareholders of the Company
first; (2) the requirement that all personal securities transactions be
conducted consistent with the Code of Ethics and in such a manner as to avoid
any actual or potential conflict of interest or any abuse of an individual's
position of trust and responsibility; and (3) the fundamental standard that
Company personnel should not take inappropriate advantage of their positions.

Rule 17j-1(b) provides that it is unlawful for any affiliated person
(as defined in the Act) or principal underwriter for a registered investment
company or any affiliated person of an investment adviser or principal
underwriter for a registered investment company in connection with the purchase
or sale, directly or indirectly, by such person of a security held or to be
acquired, as defined in this section, by such registered investment company:

(a) To employ any device, scheme or artifice to defraud such registered
investment company;

(b) To make to such registered investment company any untrue statement
of a material fact or omit to state to such registered investment
company any material fact necessary in order to make the statements,
in light of the circumstances under which they are made, not
misleading;

(c) To engage in any act, practice, or course of business which operates
or would operate as a fraud or deceit upon any such registered
investment company; or

(d) To engage in any manipulative practice with respect to such
registered investment company.


Section 59 of the Act makes these provisions applicable to business development
companies.

Rule 17j-1(c) requires that the Company adopt a code of ethics
containing provisions reasonably necessary to prevent its "Access Persons" (as
defined below) from engaging in any of the conduct referred to above.

APPLICATION

This Code of Ethics applies to the "Access Persons" of the Company.
Currently this includes each employee and each director of the Company. Each
Access Person must receive, read, acknowledge receipt of, make certain reports
under, periodically certify compliance with and retain this Code of Ethics.

ADMINISTRATION

This Code of Ethics is administered by the Company's Chief
Compliance Officer and any questions should be directed to that individual.

DEFINITIONS

For purposes of this Code of Ethics, the following definitions shall
apply:

(a) "Access Person" means any director, officer or Advisory Person of
the Company. The term includes any entity or account in which an
Access Person (together with immediate family members) has a 25% or
greater beneficial interest or where multiple Access Persons have a
50% or greater beneficial interest.

(b) "Advisory Person" of the Company means (1) any employee of the
Company or of any company in a control relationship to the Company
who, in connection with his regular functions or duties, makes,
participates in, or obtains information regarding the purchase or
sale of Covered Securities by the Company, or whose functions relate
to the making of any recommendations with respect to such purchases
or sales; and (2) any other natural person in a control relationship
to the Company who obtains information reasonably contemporaneously
concerning recommendations made to the Company with regard to the
purchase or sale of Covered Securities.


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(c) "Affiliated Person" means, in reference to the Company, (i) any
person owning or holding with the power to vote 5% or more of the
outstanding voting securities of the Company or of which the Company
owns or holds with power to vote 5% or more of the outstanding
voting securities, (ii) any director, officer or employee of the
Company or (iii) any person controlling, controlled by or under
common control with the Company.

(d) A Covered Security is "being considered for purchase or sale" when,
in the case of a potential purchase, the Company has commenced or
completed due diligence and has not determined not to seek to
acquire such security and, in the case of a sale, the Company has
commenced formal consideration of whether to sell such security and
has not determined not to seek to sell it.

(e) "Beneficial Ownership" means an interest in securities, the
financial benefits of which are enjoyed, directly or indirectly, by
the person in question by reason of ownership or any contract,
understanding, relationship, agreement, or other arrangement, and by
reason of which such person should be regarded as the true owner. It
is not relevant whether such securities are registered or standing
on the books of the issuer in the name of such person or some other
person. Thus, for example, securities held for a person' s benefit
in the names of others, such as nominees, trustees and other
fiduciaries, securities held by any partnership of which a person is
a partner, and securities held by any corporation which is
controlled by a person (directly or through intermediaries), would
be deemed to be beneficially owned by said person. Similarly, a
person ordinarily obtains benefits equivalent to ownership from, and
thus is generally regarded as the "beneficial owner" of, securities
held in the name of a spouse, a minor child, or an immediate family
member living in the same household or substantially dependent on
such person for support. As a consequence, you normally need to
obtain prior approval for, and report, any transaction by a member
of your immediate family that you would need to report or obtain
prior approval for if you were engaging in the transaction yourself.


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Other illustrations of benefits substantially equivalent to those of
ownership include application of the income derived from securities
to maintain a common home and application of the income derived from
securities to meet expenses which the person otherwise would meet
from other sources. In some cases a fiduciary, such as a trustee,
may have beneficial ownership by having or sharing voting or
investment power with respect to such securities even if such person
does not have a financial interest in the securities.

(f) "Chief Compliance Officer" means the individual appointed to that
position by the Board of Directors; provided that, for purposes of
determinations under this Code of Ethics, in the absence of the
Chief Compliance Officer, either the Chief Operating Officer or the
Chief Financial Officer may be treated as the Chief Compliance
Officer and that, for purposes of determinations regarding the Chief
Compliance Officer, one of such other individuals shall be treated
as the Chief Compliance Officer.

(g) "control" means the power of a stockholder to exercise a controlling
influence over the management or policies of a company; control does
not include such power arising solely as the result of an official
position with such company.

(h) "Covered Security" means a security as defined in Section 2(a)(36)
of the 1940 Act, except that it does not include (i) direct
obligations of the Government of the United States, (ii) banker's
acceptances, bank certificates of deposit, commercial paper and
high-quality short-term debt instruments, including repurchase
agreements, and (iii) shares issued by open-end registered
investment companies.

(i) "Independent Director" means a director of the Company who is not an
"interested person" of the Company within the meaning of Section
2(a)(19) of the Act. A director is not deemed an interested person
of the Company solely by reason of his being a member of the Board
of Directors or an owner of shares of the Company.

(j) "Insider Trading" generally means trading in a security on the basis
of Material Non-Public Information in violation of a duty to the
marketplace, the issuer, the person's employer or client or the
like. Passing Material Non-Public Information to another person in
violation of such a duty may also be treated as Insider Trading. The
circumstances in which such a duty exists are not easily defined. An
Access Person of the Company who has Material Non-Public Information
about a security should assume that he or she has such a duty unless
the Chief Compliance Officer makes a contrary determination.


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(k) "Interested Person" shall mean any affiliated person of such
company, any affiliated person's family member, any interested
person of any investment advisor or principal underwriter, legal
counsel, broker dealers, or anyone the SEC deems to have a material
professional relationship. However, the term does not include any
person solely by reason of his being a director of such company or
his ownership of securities issued by such company.

(l) "Material Non-Public Information" is information that is both
material and non-public. For this purpose, information is considered
material if there is a substantial likelihood that a reasonable
investor would consider it important in deciding how to act. If the
information has influenced a person's investment decision, it would
be very likely to be considered material. In addition, information
that, when disclosed, is likely to have a direct effect on the
stock's price should be treated as material. Examples include
information concerning impending mergers, sales of subsidiaries,
significant revenue or earnings swings, dividend changes, impending
securities offerings, awards of patents, technological developments,
impending product announcements, impending financial news and other
major corporate events. Information is non-public when it has not
been disseminated in a manner making it available to investors
generally. Information is public once it has been publicly
disseminated, such as when it is reported in widely disseminated
news services and/or publications, and investors have had a
reasonable time to react to the information. Once the information
has become public, it may be traded on freely.

(m) "Purchase or Sale of a Covered Security" includes, among other
things, the purchase or sale of an option to purchase or sell a
Covered Security or entering into any contract such as a swap the
value or payout of which varies with the value of such Covered
Security.


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RESTRICTIONS ON PERSONAL INVESTING ACTIVITY FOR ACCESS PERSONS

1. General Prohibition. Except as permitted by the Exempted Transaction
provisions or with prior written approval from the Chief Compliance
Officer, no Access Person shall purchase or sell, directly or indirectly,
any Covered Security in which he or she has, or by reason of such
transaction acquires, any direct or indirect Beneficial Ownership and
which such Access Person knows or should have known at the time of such
purchase or sale:

(a) is or proposes to be engaged to a substantial extent in micro or
nano technologies and does not have equity securities as to which
the issuer is obligated to file periodic reports with the SEC; or

(b) is being considered for purchase or sale by the Company,

(c) is being held, purchased or sold by the Company, or

(d) is Company stock.

2. No Access Person shall reveal to any other person (except in the normal
course of his duties on behalf of the Company) any information regarding
Covered Securities being considered for purchase or sale by the Company.

3. No Access Person shall engage in Insider Trading whether for his own
benefit or the benefit of the Company or others.

4. No Access Person shall make or participate in the formation of
recommendations concerning the purchase or sale by the Company of any
Covered Security in which such Access Person has acquired Beneficial
Ownership of any Covered Securities of the same issuer or has any other
business relationship with such issuer, without disclosing to the Chief
Compliance Officer any interest such Access Person has in such Covered
Securities or issuer.


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5. No Access Person of the Company shall participate in any Covered
Securities transaction on a joint basis with the Company without the prior
written approval of the Chief Compliance Officer.

6. Except as permitted by the Exempted Transactions provisions or with prior
written approval from the Chief Compliance Officer, no Advisory Person
shall purchase, directly or indirectly, any Covered Securities in which he
or she by reason of such transaction acquires any direct or indirect
Beneficial Ownership pursuant to an initial public offering, private
placement or other private offering of Covered Securities. A record of any
decision to approve the request, and the reasons underlying the decision,
must be maintained for at least five years after the end of the fiscal
year in which the approval is granted. In determining whether such prior
approval shall be granted, the Chief Compliance Officer shall take into
account whether the opportunity to purchase such Covered Securities is
being offered to such Advisory Person because of his or her position with
the Company, and whether the opportunity to purchase such Covered Security
should be reserved for the Company. Note that the term Advisory Person
generally does not include Independent Directors, who may accordingly
generally acquire securities in initial public offerings without prior
written approval.

7. Advisory Persons are prohibited from receiving any gift or other things of
more than de minimis value (generally less than $200) from any person or
entity that does business with or on behalf of the Company. Gifts received
in excess of $100 must be reported to the Chief Compliance Officer and
listed on each employee's D&O Questionnaire.

8. Advisory Persons must have the Chairman's prior written authorization to
serve on any boards of directors, or a trustee or the equivalent, of
outside companies including charitable and non-profit organizations and
foundations other than (at the request of the Company) any company in
which the Company has an investment. In the case of the Chairman of the
Company, the Independent Directors Committee shall approve serving on any
such non-Company investee board.

9. No Access Person may sell short any security issued by the Company or by a
portfolio company or take a short equivalent position in any related
security.


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PRIOR APPROVAL REQUIREMENTS

Except as permitted by the Exempted Transactions provisions, no
Access Person shall purchase or sell, directly or indirectly, any Covered
Security in which he or she has, or by reason of such transaction acquires, any
direct or indirect Beneficial Ownership, unless such purchase or sale has been
pre-cleared in writing by the Chief Compliance Officer. Such pre-clearances will
be effective for 30 days or until such other date as noted by the Chief
Compliance Officer on the pre-clearance form, subject to termination at any time
during the 30 day period by the Chief Compliance Officer in order to prevent
issues under the Code of Ethics. Except as permitted by the Special Procedures
for Buying or Selling Securities Issued by the Company, no Access Person shall
purchase or sell, directly or indirectly, any securities issued by the Company
or any related securities (such as an option or swap) in which he or she has, or
by reason of such transaction acquires, any direct or indirect Beneficial
Ownership, unless such purchase or sale has been pre-cleared by the Chief
Compliance Officer. The Chief Compliance Officer shall maintain a record of each
pre-clearance approval or disapproval.

SPECIAL PROCEDURES FOR BUYING OR SELLING SECURITIES ISSUED BY THE COMPANY

1. If an Access Person has pre-approved a purchase or sale of Company
stock but has not purchased or sold the stock within 24 hours, such
Access Person shall verify that the Company's stock is not on the
restricted list and is not being placed on the restricted list
before buying or selling such stock. Access Persons may purchase or
sell on a long only basis the Company's stock or a related security
on the same day as such verification.

2. Form 4 is generally required to be filed with the SEC within 2
business days following a purchase, sale, transaction, gift (or
receipt thereof) in the Company's stock or related securities by a
Director or executive officer of the Company. Details of any such
transaction must be sent to the Chief Compliance Officer or to
his/her designee, preferably by email or fax, on the same day as the
transaction so that a Form 4 may be completed accurately and on a
timely basis.


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EXEMPTED TRANSACTIONS

The prior approval requirements of the Code of Ethics shall not
apply to:

(a) Purchases or sales of common stock of public companies (other than
the Company and initial public offerings) that are not held by the
Company, U.S. government and government agency securities, municipal
securities, non-convertible debt and preferred securities of public
companies and securities of investment companies.

(b) Purchases or sales effected in any account in which the Access
Person does not have direct or indirect Beneficial Ownership of the
holdings of such account (such as open-end mutual funds).

(c) Purchases or sales effected in any account over which the Access
Person has no direct or indirect influence or control or in any
account which is managed on a discretionary basis by a person other
than such Access Person and with respect to which such Access Person
does not in fact have or seek to exercise influence or control over
such transactions. No account shall be treated as qualifying for the
foregoing exception without the prior written approval of the Chief
Compliance Officer.

(d) Purchases or sales which are non-volitional on the part of the
Access Person (such as a merger).

(e) Purchases which are part of an automatic dividend reinvestment plan.

(f) Purchases effected upon the exercise of rights issued by an issuer,
pro rata to all holders of a class of its securities, to the extent
such rights were acquired from such issuer.

USE OF CONFIDENTIAL AND MATERIAL NON-PUBLIC INFORMATION

The Company considers all information concerning its investment
activities and the operations of the private companies in which it primarily
invests to be confidential. Access Persons may not trade on that information and
may not communicate that information to others who do not need to know that
information in the interests of the Company's business or are not permitted to
receive such information under the Company's confidentiality agreements with the
companies in which it invests or considers investing.


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If an Access Person believes he has learned Material Non-Public
Information about a public company in which the Company has or is considering
acquiring an investment interest, he should contact the Chief Compliance Officer
immediately so that the Company can address the insider trading issues and
preserve the integrity of the Company's activities. Such Access Person may not
trade on the information or discuss the possible Material Non-Public Information
with any other person at the Company or out of the Company.

If the Chief Compliance Officer, after consultation with senior
management, concludes that such Access Person may in fact have learned Material
Non-Public Information which the Company, in its activities, may not utilize, a
Chinese Wall will be established so that other persons at the Company do not
learn the Material Non-Public Information. Further, securities of the issuer in
which Material Non-Public Information was acquired will be placed on the
restricted list maintained by the Chief Compliance Officer.

The following are steps that can be taken to preserve the
confidentiality of confidential information and Material Non-Public Information:

1. Material Non-Public Information should be communicated only when
there exists a justifiable business reason to do so. Before such
information about a public company is communicated to persons
outside the Company, the Access Person must consult with the Chief
Compliance Officer.

2. Access Persons should not discuss confidential matters in elevators,
hallways, restaurants, airplanes, taxis, or any place where they
might be overheard.

3. Access Persons should not read confidential documents in public
places or discard them where others can retrieve them. Access
Persons should not carry confidential documents in an exposed
manner.

4. Access Persons should not discuss confidential business information
with spouses or other relatives or with friends.


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5. Access Persons should avoid even the appearance of an impropriety.
Serious repercussions may follow Insider Trading and the law
proscribing Insider Trading is constantly changing.

6. Access Persons should assume that all confidential information about
the Company and other public companies is Material Non-Public
Information, the use or dissemination of which for other than a
legitimate business purpose would be wrong.

REPORTING AND CERTIFICATION REQUIREMENTS

1. Applicability. All Access Persons are subject to each of the
reporting requirements set forth in paragraph 2 below except:

(a) as set forth in items (b), (c) and (d) of the Exempted
Transactions provisions;

(b) a Disinterested Director who would be required to make a
report solely by reason of being a Director need not make an
initial holdings report or an annual holdings report.
Furthermore, such Disinterested Director need not make a
quarterly transaction report regarding any Covered Security
other than one covered by 1(a) of the Restrictions on Personal
Investing Activity for Access Persons (private micro and nano
technology companies) and other than one regarding which the
Director knew or, in the ordinary course of fulfilling his or
her official duties as a Director, should have known during
the 15-day period either immediately before or after the
Director's transaction in a Covered Security, that the
security in question was being considered for purchase or
sale;

(c) an Access Person need not make a quarterly transaction report
to the extent the report would duplicate information contained
in broker trade confirmations or account statements received
by the Company with respect to the Access Person.


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2. Report Types.

(a) Initial Holdings Report. An Access Person required to file an
initial holdings report must file such report not later than 10 days
after the person becomes an Access Person (which information must be
current as of a date no more than 45 days prior to the date the
person becomes an Access Person). Subject to the relevant exceptions
set forth in the preceding Section (1), the initial report must (i)
contain the title, number of units or principal amount of each
Covered Security in which the Access Person had any direct or
indirect Beneficial Ownership when the person became an Access
Person; (ii) identify the account and any broker, dealer, bank or
similar intermediary with whom the Access Person maintained an
account in which any Covered Securities were held for the direct or
indirect benefit of the Access Person, and (iii) indicate the date
that the report is filed with the Chief Compliance Officer.

(b) Quarterly Transactions Report. Each Access Person required to file a
quarterly transaction report must file such report not later than 30
days after the end of each calendar quarter. With respect to any
transaction made during the reporting quarter, subject to the
relevant exceptions set forth in the preceding Section (1), the
quarterly transaction report must contain (i) the transaction date,
title, interest date and maturity date (if applicable), the number
of units or principal amount of each Covered Security; (ii) the
nature of the transaction; (iii) the price of the Covered Security
at which the transaction occurred; (iv) the name of the broker,
dealer, bank or similar intermediary through which the transaction
was effected; and (v) the date that the report is submitted by the
Access Person. With respect to any account established by an Access
Person during the reporting quarter in which Covered Securities were
held, the Access Person must report the date the account was
established and the date the report is submitted.

(c) Annual Holdings Report. An Access Person required to file annually
an annual holdings report must file such report prior to February
14th of each year (such information to be current as of December
31st of the prior year). Subject to the relevant exceptions set


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forth in the preceding Section (1), the annual report must contain
(i) the title, number of units or principal amount of each Covered
Security in which the Access Person had any direct or indirect
Beneficial Ownership; (ii) the name of any broker, dealer, bank or
similar intermediary at which any securities are held for the direct
or indirect benefit of the Access Person; and (iii) the date the
report is submitted.

(d) Confirmations and Account Statements. Every Access Person shall
direct each of his or her brokers, dealers, banks and similar
intermediaries to provide to the Chief Compliance Officer duplicate
confirmations of all transactions in any Covered Security in which
he or she has, or by reason of such transaction acquires, any direct
or indirect Beneficial Ownership. Each Access Person shall provide
to the Company for its records the name of the broker, dealer or
bank with or through which any account was established in which any
securities were held for the direct or indirect benefit of the
Access Person, including the date the account was established.

(e) Annual Certification. Each Access Person must annually certify that
such person has read this Code of Ethics, understands its
requirements regarding such person and his immediate family and has
complied with such requirements throughout the previous year. Such
certification shall be submitted to the Chief Compliance Officer
within 10 days after the receipt of the certification request from
the Company.

(f) Company Reports. No less frequently than annually, the Company must
furnish to the Board of Directors and the Board of Directors must
consider, a written report that: (i) describes any issues arising
under the Code of Ethics or procedures since the last report to the
Board of Directors, including but not limited to, information about
material violations of the code or procedures and sanctions imposed
in response to the material violations; and (ii) certifies that the
Company has adopted procedures reasonably necessary to prevent
Access Persons from violating the Code.


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(g) Disclaimer of Beneficial Ownership. Any report required under this
Code may contain a statement that the report shall not be construed
as an admission by the person submitting such duplicate confirmation
or account statement or making such report that he or she has any
direct or indirect Beneficial Ownership in the Covered Security to
which the report relates.

(h) Review of Reports. The reports, certifications, duplicate
confirmations and account statements required to be submitted under
this Code shall be delivered to the Chief Compliance Officer. The
Chief Compliance Officer shall review such reports, duplicate
confirmations and account statements to determine whether any
transactions recorded therein appear to constitute a violation of
the Code of Ethics. Before making any determination that a violation
has been committed by any Access Person, such Access Person shall be
given an opportunity to supply additional explanatory material. The
Chief Compliance Officer shall maintain copies of the reports,
confirmations and account statements as required by Rule 17j-1(d).

(i) Confidentiality. All reports of Covered Securities transactions,
duplicate confirmations, account statements and any other
information filed with the Company pursuant to this Code shall be
treated as confidential, but are subject to review as provided
herein and by representatives of the SEC.

RESTRICTED LIST

Each employee is responsible for making the Chief Compliance Officer aware of
information relevant to the placement of any company's stock (including the
stock of the Company or a portfolio company) on the restricted list as soon as
practicable. The Company or a portfolio company's stock shall be placed on the
restricted list in situations, not limited to but including when:

o the Company or the portfolio company is in registration;
o the Company has learned that an affiliated portfolio company's stock
has a "black-out" period; and
o Access Persons have Material, Non-Public Information about the
Company or a portfolio company.


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The foregoing events (or others) affecting a portfolio company shall result in
the Company's stock being placed on the restricted list only if the event by
itself or together with other non-public information is material to the Company.

Any amounts retained pursuant to the Directors Stock Purchase Plan 2001
(the "Plan") for purchasing the Company's stock shall be deposited in such
Director's brokerage account (as stated in the Plan) as soon as practicable,
however, the brokerage firm shall be directed not to purchase the Company's
stock without first checking with the Chief Compliance Officer, or his/her
designee with regards to whether the Company's stock is on the restricted list.
If such stock is on the restricted list, the Chief Compliance Officer shall
inform the brokerage firm as soon as the Company's stock is taken off the
restricted list and the shares shall be purchased as soon as practicable
thereafter.

RECORDS

The Company shall maintain records with respect to this Code in the
manner and to the extent set forth below, which records may be maintained on
microfilm or in digital format under the conditions described in Rule 31a-2
under the 1940 Act and shall be available for examination by representatives of
the SEC.

(a) A copy of this Code and any other Code of Ethics of the Company
that is, or at any time within the prior five years has been, in
effect shall be preserved in an easily accessible place.

(b) A record of any violation of the Code and of any action taken as
a result of such violation shall be preserved in an easily
accessible place for a period of not less than five years
following the end of the fiscal year in which the violation
occurs.

(c) A copy of each report made or duplicate confirmation or account
statement received pursuant to this Code shall be preserved for a
period of not less than five years from the end of the fiscal
year in which it is made, the first two years in an easily
accessible place.

(d) A list of all persons who are, or within the past five years have
been, required to submit duplicate confirmation or account
statements or to make reports pursuant to this Code shall be
maintained in an easily accessible place.


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SANCTIONS

Upon discovering a violation of this Code, the Chief Compliance
Officer, shall make an initial determination of an appropriate sanction, which
may include, among other things, forfeiture of any profits on a transaction,
restriction of trading privileges, a letter of censure or suspension or
termination of the employment of the violator. If the Chief Compliance Officer
considers the violation to be serious, he or she shall consult with the Board of
Directors prior to imposing a sanction. With regard to minor violations, the
Chief Compliance Officer shall impose a sanction and report periodically to the
Board of Directors.

BOARD REVIEW

Not less than annually the Board of Directors will review the operation
and effectiveness of this Code of Ethics and make such modifications as it sees
fit.


Adopted on April 26, 2000
Revised on September 29, 2004
Revised on October 29, 2004
Revised on November 3, 2005



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