SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 SCHEDULE 13G/A
                                 (Rule 13d-102)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
                            PURSUANT TO RULE 13d-2(b)

                              (Amendment No. 2)(1)

                           Harris & Harris Group, Inc.
--------------------------------------------------------------------------------
                                (Name of Issuer)

                          Common Stock, $.01 par value
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   413833-10-4
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                                December 31, 2003
--------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

      Check the  appropriate  box to designate  the rule  pursuant to which this
Schedule is filed:

            [_]   Rule 13d-1(b)

            [X]   Rule 13d-1(c)

            [_]   Rule 13d-1(d)

----------
(1)   The  remainder  of this cover  page  shall be filled  out for a  reporting
      person's  initial filing on this form with respect to the subject class of
      securities,  and for any subsequent amendment containing information which
      would alter the disclosures provided in a prior cover page.

      The information  required in the remainder of this cover page shall not be
      deemed to be "filed"  for the  purpose  of  Section  18 of the  Securities
      Exchange  Act of 1934 or  otherwise  subject  to the  liabilities  of that
      section of the Act but shall be subject to all other provisions of the Act
      (however, see the Notes).


CUSIP No. 413833-10-4
          -----------

1.    NAME OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

      Masters Capital Management, LLC

2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                                         (a) [_]
                                                                         (b) [X]

3.    SEC USE ONLY

4.    CITIZENSHIP OR PLACE OF ORGANIZATION

      Georgia

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.    SOLE VOTING POWER

      0

6.    SHARED VOTING POWER

      568,200

7.    SOLE DISPOSITIVE POWER

      0

8.    SHARED DISPOSITIVE POWER

      568,200

9.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      568,200

10.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                             [_]

11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

      4.94%

12.   TYPE OF REPORTING PERSON*

      OO

--------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 413833-10-4
          -----------

1.    NAME OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

      Michael Masters

2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                                         (a) [_]
                                                                         (b) [X]

3.    SEC USE ONLY

4.    CITIZENSHIP OR PLACE OF ORGANIZATION

      USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.    SOLE VOTING POWER

      0

6.    SHARED VOTING POWER

      568,200

7.    SOLE DISPOSITIVE POWER

      0

8.    SHARED DISPOSITIVE POWER

      568,200

9.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      568,200

10.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                             [_]

11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

      4.94%

12.   TYPE OF REPORTING PERSON*

      IN

--------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 413833-10-4
          -----------

1.    NAME OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

      Marlin Fund Offshore, Ltd.

2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                                         (a) [_]
                                                                         (b) [X]

3.    SEC USE ONLY

4.    CITIZENSHIP OR PLACE OF ORGANIZATION

      USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.    SOLE VOTING POWER

6.    SHARED VOTING POWER

      318,762

7.    SOLE DISPOSITIVE POWER

8.    SHARED DISPOSITIVE POWER

      318,762

9.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      318,762

10.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                             [_]

11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

      2.77%

12.   TYPE OF REPORTING PERSON*

      CO

--------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 413833-10-4
          -----------

Item 1(a).  Name of Issuer:

            Harris & Harris Group, Inc.

            --------------------------------------------------------------------

Item 1(b).  Address of Issuer's Principal Executive Offices:

            111 West 57th Street
            New York, NY 10019

            --------------------------------------------------------------------

Item 2(a).  Name of Persons Filing:

            Michael Masters
            Masters Capital Management, LLC
            Marlin Fund Offshore, Ltd.

            --------------------------------------------------------------------

Item 2(b).  Address of Principal Business Office, or if None, Residence:

            17 Church Street, 3rd Floor
            Christiansted, VI 00820

            --------------------------------------------------------------------

Item 2(c).  Citizenship:

            Michael Masters - United States of America
            Masters Capital Management, LLC - Georgia Limited Liability Company
            Marlin Fund Offshore, Ltd. - a limited corporation organized under
                  the laws of the British Virgin Islands

            --------------------------------------------------------------------

Item 2(d).  Title of Class of Securities:

            Common Stock, $.01 par value

            --------------------------------------------------------------------

Item 2(e).  CUSIP Number:

            413833-10-4

            --------------------------------------------------------------------

Item 3.     If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
            or (c), Check Whether the Person Filing is a:

      (a)   [_]   Broker or dealer  registered  under Section 15 of the Exchange
                  Act.

      (b)   [_]   Bank as defined in Section 3(a)(6) of the Exchange Act.

      (c)   [_]   Insurance  company  as  defined  in  Section  3(a)(19)  of the
                  Exchange Act.

      (d)   [_]   Investment   company   registered   under  Section  8  of  the
                  Investment Company Act.

      (e)   [_]   An    investment    adviser    in    accordance    with   Rule
                  13d-1(b)(1)(ii)(E);

      (f)   [_]   An employee  benefit plan or endowment fund in accordance with
                  Rule 13d-1(b)(1)(ii)(F);

      (g)   [_]   A parent holding  company or control person in accordance with
                  Rule 13d-1(b)(1)(ii)(G);

      (h)   [_]   A  savings  association  as  defined  in  Section  3(b) of the
                  Federal Deposit Insurance Act;

      (i)   [_]   A church  plan  that is  excluded  from the  definition  of an
                  investment  company under Section  3(c)(14) of the  Investment
                  Company Act;

      (j)   [_]   Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.  Ownership.

      Provide the  following  information  regarding  the  aggregate  number and
percentage of the class of securities of the issuer identified in Item 1.

      (a)   Amount beneficially owned:

      568,200 shares owned by Michael  Masters and Masters  Capital  Management,
LLC; 318,762 shares owned by Marlin Fund Offshore, Ltd.

            --------------------------------------------------------------------

      (b)   Percent of class:

      4.94% owned by Michael  Masters,  Masters Capital  Management,  LLC; 2.77%
owned by Marlin Fund Offshore, Ltd.

            --------------------------------------------------------------------

      (c)   Number of shares as to which such person has:

            (i) Sole  power to vote or to  direct  the vote
      0 shares  with  sole power to vote or to direct the vote,

            (ii)  Shared  power to vote or to direct the vote  Michael  Masters:
      568,200  shares with shared  power to vote or to direct the vote;  Masters
      Capital  Management,  LLC:  568,200 shares with shared power to vote or to
      direct the vote;  Marlin Fund Offshore,  Ltd.:  318,762 shares with shared
      power to vote or to direct the vote.

            (iii) Sole power to dispose or to direct the disposition of:

      0 shares with sole power to dispose or to direct the disposition of.

            (iv) Shared power to dispose or to direct the disposition of:

      Michael Masters:  568,200 shares with shared power to dispose or to direct
the disposition of; Masters Capital Management,  LLC: 568,200 shares with shared
power to dispose or to direct the  disposition  of; Marlin Fund Offshore,  Ltd.:
318,762 shares with shared power to dispose or to direct the disposition of.

Item 5.  Ownership of Five Percent or Less of a Class.

      If this  statement  is being  filed to report the fact that as of the date
hereof the reporting  person has ceased to be the beneficial  owner of more than
five percent of the class of securities check the following [X].

            The Reporting  Person has ceased to be the beneficial  owner of more
            than 5 percent of the class of securities.

            --------------------------------------------------------------------

Item 6.  Ownership of More Than Five Percent on Behalf of Another Person.

      If any other  person is known to have the right to receive or the power to
direct the receipt of dividends  from,  or the  proceeds  from the sale of, such
securities,  a statement  to that effect  should be included in response to this
item and, if such interest relates to more than five percent of the class,  such
person  should be  identified.  A listing of the  shareholders  of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.

            N/A

            --------------------------------------------------------------------

Item 7.     Identification  and  Classification of the Subsidiary Which Acquired
            the  Security  Being  Reported on by the Parent  Holding  Company or
            Control Person.

      If a parent  holding  company or Control  person has filed this  schedule,
pursuant to Rule  13d-1(b)(1)(ii)(G),  so indicate under Item 3(g) and attach an
exhibit  stating the  identity  and the Item 3  classification  of the  relevant
subsidiary.  If a parent  holding  company  or  control  person  has filed  this
schedule  pursuant to Rule 13d-1(c) or Rule 13d-1(d),  attach an exhibit stating
the identification of the relevant subsidiary.

            N/A

            --------------------------------------------------------------------

Item 8.  Identification and Classification of Members of the Group.

      If a group has filed this schedule pursuant to  ss.240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit  stating the identity and Item
3 classification of each member of the group. If a group has filed this schedule
pursuant to  ss.240.13d-1(c) or  ss.240.13d-1(d),  attach an exhibit stating the
identity of each member of the group.

            N/A

            --------------------------------------------------------------------

Item 9.  Notice of Dissolution of Group.

      Notice of  dissolution  of a group may be furnished as an exhibit  stating
the date of the  dissolution  and that  all  further  filings  with  respect  to
transactions in the security reported on will be filed, if required,  by members
of the group, in their individual capacity. See Item 5.

            N/A

            --------------------------------------------------------------------

Item 10.  Certifications.

      By  signing  below I  certify  that,  to the  best of my and  belief,  the
securities  referred to above were not acquired and are not held for the purpose
of or with the effect of  changing or  influencing  the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having such purpose or effect.

                                    SIGNATURE

      After  reasonable  inquiry and to the best of my knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.

                         MASTERS CAPITAL MANAGEMENT, LLC

                                     (Date)

                                February 4, 2004

                                   (Signature)

                             By: /s/ Michael Masters

                    ----------------------------------------
                                  (Name/Title)

                        Michael Masters, Managing Member


                           MARLIN FUND OFFSHORE, LTD.

                                     (Date)

                                February 4, 2004

                                   (Signature)

                             By: /s/ Michael Masters

                    ----------------------------------------
                                  (Name/Title)

                            Michael Masters, Director

Note.  Schedules  filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
for whom copies are to be sent.

Attention.  Intentional  misstatements  or omissions of fact constitute  federal
criminal violations (see 18 U.S.C. 1001).


                                                                       Exhibit A

                                    AGREEMENT

The  undersigned  agree that this schedule 13G/A dated February 4, 2004 relating
to the Common Stock of Harris & Harris Group,  Inc.  shall be filed on behalf of
the undersigned.

                                              /s/ Michael Masters
                                              -------------------

                                              MASTERS CAPITAL MANAGEMENT, LLC

                                              By: /s/ Michael Masters
                                              -----------------------
                                              Michael Masters, Managing Member

                                              MARLIN FUND OFFSHORE, LTD

                                              By: /s/ Michael Masters
                                              -----------------------
                                              Michael Masters, Director

02115.0001 #461248