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
        13(a)-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:  August 12, 2004	                Mel P. Melsheimer,
                                        Chief Financial Officer