Prospectus Supplement to Prospectus dated June 28, 2002

                        HARRIS & HARRIS GROUP, INC.
               2,954,743 SHARES OF COMMON STOCK ISSUABLE UPON
              EXERCISE OF RIGHTS TO SUBSCRIBE FOR SUCH SHARES
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         In accordance with the terms of the Over-Subscription Privilege
set forth in the Prospectus, shareholders who acquire Rights and who are
not Record Date Shareholders ("Non-Record Date Rights Holders") will be
able to acquire shares under the Over-Subscription Privilege only to the
extent that the maximum number of shares is not subscribed for through the
exercise of the Primary Subscription by the Expiration Date or pursuant to
the Over-Subscription Privilege by the Record Date Shareholders. This
supplement specifies the proration formula that will apply if shares (the
"Rights Holders' Excess Shares") remain available after allocation of
over-subscriptions among Record Date Shareholders but are not sufficient to
satisfy all over-subscription requests by Non-Record Date Rights Holders.
In that event, the Rights Holders' Excess Shares will be allocated pro rata
(subject to the elimination of fractional shares) among the Non-Record Date
Rights Holders who exercise all of their Rights and their Over-Subscription
Privilege based on the number of Rights held by them on the Expiration
Date; provided, however, that if this pro rata allocation results in any
holder being allocated a greater number of Rights Holders' Excess Shares
than the holder subscribed for pursuant to the exercise of such holder's
Over-Subscription Privilege, then such holder will be allocated only such
number of Rights Holders' Excess Shares as such holder subscribed for and
the remaining Rights Holders' Excess Shares will be allocated among all
other holders of Rights exercising Over-Subscription Privileges. The
formula to be used in allocating the Rights Holders' Excess Shares is as
follows:


Non-Record Date Rights Holder's Expiration       x    Rights Holders' Excess
Date Rights Position                                  Shares

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Total Expiration Date Rights Position of
All Non-Record Date Rights Holders Who
Over-Subscribed


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            The Date of the Prospectus Supplement is July 19, 2002