Certifications


I, Mel P. Melsheimer, Chief Financial Officer of the Company,
certify that:

1.   I have reviewed this quarterly report on Form 10-Q of
     Harris & Harris Group, Inc.

2.   Based on my knowledge, this quarterly report does not
     contain any untrue statement of a material fact or omit to
     state a material fact necessary to make the statements
     made, in light of the circumstances under which such
     statements were made, not misleading with respect to the
     period covered by this report;

3.   Based on my knowledge, the financial statements, and other
     financial information included in this report, fairly
     present in all material respects the financial condition,
     results of operations and cash flows of the registrant as
     of, and for, the periods presented in this report;

4.   The registrant's other certifying officers and I are
     responsible for establishing and maintaining disclosure
     controls and procedures (as defined in Exchange Act Rules
     13a-15(e) and 15d-15(e)) for the registrant and we have:

        a.  designed such disclosure controls and procedures or
            caused such disclosure controls and procedures to be
            designed under our supervision, to ensure that
            material information relating to the registrant,
            including its consolidated subsidiaries, is made known
            to us by others within those entities, particularly
            during the period in which this report is being
            prepared;

        b.  evaluated the effectiveness of the registrant's
            disclosure controls and procedures and presented in
            this report our conclusions about the effectiveness of
            the disclosure controls and procedures, as of the end
            of the period covered by this report based on such
            evaluation; and

        c.  disclosed in this report any change in the
            registrants' internal control over financial reporting
            that occurred during the registrant's most recent
            fiscal quarter (the registrant's fourth quarter in the
            case of an annual report) that has materially
            affected, or is reasonably likely to materially
            affect, the registrant's internal control over
            financial reporting; and

5.   The registrant's other certifying officers and I have
     disclosed, based on our most recent evaluation of internal
     control over financial reporting, to the registrant's
     auditors and the audit committee of registrant's board of
     directors (or persons fulfilling the equivalent function):

         a.  all significant deficiencies and material weaknesses
             in the design or operation of internal control over
             financial reporting which are reasonably likely to
             adversely affect the registrant's ability to record,
             process, summarize and report financial information;
             and

        b.   any fraud, whether or not material, that involves
             management or other employees who have a significant
             role in the registrant's internal control over
             financial reporting.


                                   By: /s/ Mel P. Melsheimer
                                   -------------------------
Date:  May 14, 2004	           Mel P. Melsheimer,
                                   Chief Financial Officer