As filed with the Securities and Exchange Commission on March 18, 2008
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
 
FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
________________

Harris & Harris Group, Inc.
(Exact name of registrant as specified in its charter)

New York
(State or other jurisdiction of
incorporation or organization)
13-3119827
(I.R.S. employer
identification no.)

111 West 57th Street, Suite 1100
New York, New York 10019
Telephone: (212) 582-0900
Facsimile: (212) 582-9563
(Address of principal executive offices)
 
HARRIS & HARRIS GROUP, INC. 2006 EQUITY INCENTIVE PLAN
(Full title of the plan)

Sandra M. Forman, Esq.
General Counsel
Harris & Harris Group, Inc.
111 West 57th Street, Suite 1100
New York, New York 10019
Telephone: (212) 582-0900
Facsimile: (212) 582-9563
(Name and address of agent for service)
 
________________

Copies to:
Richard T. Prins, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522
Telephone: (212) 735-3000
Facsimile: (212) 735-2000
________________
 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

 
Large accelerated filer ¨
Accelerated filer         x
  
 
Non-accelerated filer   ¨
Smaller reporting company       ¨
  

 
 
 
CALCULATION OF REGISTRATION FEE

Title of
securities to be registered
Amount to be
registered(1)
Proposed maximum
offering price
per share
Proposed maximum
aggregate
offering price
Amount of
registration
fee
Common stock, par value $0.01 per share
682,133(2)
$5.90(3)
$4,024,585
$158.17(4)
 
(1)
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan(s) described herein.
   
(2)
4,151,269 shares were originally registered on Form S-8 (File No. 333-135246) filed with the Securities and Exchange Commission on June 22, 2006; 1,520,661 additional shares were registered on Form S-8 (File No. 333-144059) filed with the Securities and Exchange Commission on June 26, 2007; and 682,133 additional shares are being registered herewith.
   
(3)
The estimated exercise price of $5.90 per share was computed in accordance with Rule 457(c) and 457(h) under the Securities Act by averaging the high and low sales prices of Harris & Harris Group, Inc. Common Stock as quoted on the Nasdaq Global Market on March 17, 2008.
   
(4)
Previously paid in connection with a registration statement on Form N-2 filed on November 27, 2006.
   
 
This Registration Statement shall become effective upon filing in accordance with Rule 462(a) under the Securities Act.
 
 
 
 
 
EXPLANATORY NOTE

This registration statement on Form S-8 is being filed to register an additional 682,133 shares of common stock, par value $0.01 per share (the "Common Stock"), of Harris & Harris Group, Inc. (the "Company") that may be issued and sold under the Harris & Harris Group, Inc. 2006 Equity Incentive Plan (the "Plan").

Pursuant to General Instruction E to Form S-8, the Registrant hereby incorporates by reference into this registration statement the entire contents of, including all documents incorporated by reference or deemed incorporated by reference into, its registration statement on Form S-8 (File No. 333-135246) filed with the Securities and Exchange Commission on June 22, 2006 with respect to the Plan, and its registration statement on Form S-8 (File No. 333-144059) filed with the Securities and Exchange Commission on June 26, 2007 with respect to the Plan.

 
 
 

PART II


Item 5.  Interests of Named Experts and Counsel.

Sandra M. Forman, General Counsel and Chief Compliance Officer of the Company, issued an opinion in connection with this registration statement, which is filed as Exhibit 5 hereto. Ms. Forman is also a plan participant.
 
Item 8.  Exhibits.

Exhibit
Numbers
Description
4.0
Specimen of common stock certificate, incorporated by reference to Exhibit D to the Company's Registration Statement on Form N-2 (333-138996) filed on November 29, 2006
5.0
Opinion of General Counsel of the Company
23.1
Consent of PricewaterhouseCoopers LLP
23.2
Consent of General Counsel of the Company (included in Exhibit 5.0 above)

The undersigned registrant hereby undertakes that it will submit the Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a timely manner and will make all changes required by the IRS in order to qualify the Plan under Section 401 of the Internal Revenue Code.
 
 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in City of New York, State of New York, on March 18, 2008.
 
     
 
HARRIS & HARRIS GROUP, INC.
 
 		  
 		  
 
By:   /s/ Charles E. Harris
 
Name: Charles E. Harris
  Title:   Chief Executive Officer
 
 
 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities and on the date indicated:
 
Signature
  
Title
  
Date
 
/s/ Charles E. Harris 
Charles E. Harris
  
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
  
March 18, 2008
         
/s/ Daniel B. Wolfe
Daniel B. Wolfe
  
Chief Financial Officer
(Principal Financial Officer)
  
March 18, 2008
         
/s/ Patricia N. Egan
Patricia N. Egan
  
Chief Accounting Officer and Senior Controller
  
March 18, 2008
         
/s/ W. Dillaway Ayres, Jr.
W. Dillaway Ayres, Jr.
  
Director
  
March 18, 2008
         
/s/ C. Wayne Bardin
Dr. C. Wayne Bardin
  
Director
  
March 18, 2008
         
/s/ Phillip A. Bauman
Dr. Phillip A. Bauman
  
Director
  
March 18, 2008
         
/s/ G. Morgan Browne
G. Morgan Browne
  
Director
  
March 18, 2008
         
/s/ Dugald A. Fletcher
Dugald A. Fletcher
  
Director
  
March 18, 2008
         
/s/ Douglas W. Jamison
Douglas W. Jamison
  
Director
  
March 18, 2008
         
/s/ Kelly S. Kirkpatrick
Dr. Kelly S. Kirkpatrick
  
Director
  
March 18, 2008
         
/s/ Lori D. Pressman
Lori D. Pressman
  
Director
  
March 18, 2008
         
/s/ Charles E. Ramsey
Charles E. Ramsey
  
Director
  
March 18, 2008
         
/s/ James E. Roberts
James E. Roberts
  
Director
  
March 18, 2008
         
/s/ Richard P. Shanley
Richard P. Shanley
  
Director
  
March 18, 2008
 
 
 
 
Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in City of New York, State of New York, on March 18, 2008.
 
     
  HARRIS & HARRIS GROUP, INC. 2006 EQUITY INCENTIVE PLAN
 
 		  
 		  
 
  By:   /s/ James E. Roberts
 
not in his individual capacity, but solely as an authorized signatory for the Employee Benefits Administration Committee
   


 
 
 
EXHIBIT INDEX

Exhibit
Numbers
Description
   
5.0
Opinion of General Counsel of the Company
23.1
Consent of PricewaterhouseCoopers LLP