Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 29, 2012, the Board of Directors of Harris & Harris Group, Inc. (the "Company") determined that as of January 1, 2013, Patricia N. Egan, Chief Accounting Officer, Vice President and Senior Controller will instead assume the role of Chief Financial Officer and Treasurer of the Company and H&H Ventures Management, Inc. (formerly, Harris & Harris Enterprises, Inc.) a wholly-owned subsidiary of the Company ("Ventures"). This appointment will enable our current Chief Financial Officer and Treasurer, Daniel B. Wolfe, to focus on his roles as President, Chief Operating Officer and a Managing Director.

Ms. Egan has served as Chief Accounting Officer, as a Vice President and as Senior Controller since June 2005. From June 2005 to December 2005, from August 2006 to March 2008 and from May 2008 to December 31, 2008, she served as an Assistant Secretary. From January 2006 to January 2012, she served as Treasurer and as Secretary of Ventures. Since January 2012, she has served as Chief Accounting Officer, as a Vice President and as Senior Controller of Ventures. From 1996 to 2005, she was employed by PricewaterhouseCoopers LLP, most recently as a Manager in its financial services group. She was graduated from Georgetown University (B.S., Accounting), where her honors included the Othmar F. Winkler Award for Excellence in Community Service. She is a Certified Public Accountant.

There was no prior arrangement or understanding between Ms. Egan and any other person pursuant to which Ms. Egan would be selected as an officer of the Company. Ms. Egan does not have any direct or indirect material interest in any existing or proposed transaction to which the Company is or may become a party.

Based on the promotion to Chief Financial Officer and Treasurer, the Committee increased the base salary of Ms. Egan in 2013 by $27,120 to $225,000. Other than cost of living adjustments, none of the other named executive officers will receive an increase in base salary for 2013. Our Board of Directors will not receive any increase in their fees in 2013.

The Company's press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

Exhibit No. Description

99.1 Press Release dated December 3, 2012