UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________________ FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2006 HARRIS & HARRIS GROUP, INC. ----------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New York 0-11576 13-3119827 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 111 West 57th Street New York, New York 10019 ----------------------------------------------------------------------------- (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (212) 582-0900 Item 8.01. Other Events. Effective as of July 5, 2006, the Board of Directors of Harris & Harris Group, Inc. has terminated The Bank of New York as transfer agent of the Company and has appointed American Stock Transfer & Trust Company as the new transfer agent. Shareholders may contact the new transfer agent as follows: American Stock Transfer & Trust Company Shareholder Relations 59 Maiden Lane ? Plaza Level New York, NY 10038 PH: 800-937-5449 Fax: 718-236-2641 Email: info@amstock.com 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: July 5, 2006 HARRIS & HARRIS GROUP, INC. By: /s/ Douglas W. Jamison ----------------------- Douglas W. Jamison Chief Financial Officer 3