On December 19, 2016, the Compensation Committee (the Committee) of
the Board of Directors of Harris Harris Group, Inc. (the Company)
met to review industry compensation data provided by Johnson
Associates, the Committees independent compensation consultant, and
performance against goals in 2016. According to the Committees
independent compensation consultant, total compensation for the
named executive officers was relatively low as compared to the
executive compensation at similar peer group companies and
investment firms.

According to the Company’s executive compensation program, the
Committee uses a combination of base salary and bonus to arrive at
an appropriate level of total compensation, considering performance
and market-competitive total compensation, as determined by the
Committee and based on advice from its independent compensation
consultant. Based on an assessment of performance that occurred in
2016, along with market considerations and competition for talent,
the Committee awarded bonuses in the amount of $75,000 and $75,000
to each of Douglas W. Jamison, Chairman, Chief Executive Officer
and Daniel B. Wolfe, President, Chief Financial Officer, and Chief
Compliance Officer, respectively. The Committee noted that this
level of total compensation was lower than the total compensation
paid to these executives in 2015. The Committee noted further that
the total compensation paid to all named executive officers
employed by the Company at the end of 2016 was less than the total
compensation paid to all named executive officers employed by the
Company at the end of 2015 by approximately $1.6 million, owing
primarily to the company employing fewer executive officers and
lower bonuses.

The Committee also discussed compensation for 2017. Historically,
the Committee used a combination of base salary and bonus to arrive
at an appropriate level of total compensation, considering
performance and market-competitive total compensation, as
determined by the Committee and based on advice from its
independent compensation consultant. The Committee desires to
simplify the Company’s executive compensation program. In
conjunction with input from the independent compensation
consultant, the Committee decided to set base salaries at an
appropriate level of market-competitive total compensation without
the need to issue a bonus to reach such level of compensation. The
Committee will evaluate the need and metrics for any potential
bonus in 2017 at a future date. Based on this methodology, on
December 19, 2016, the Committee increased the base salaries of the
named executive officers from $350,000 in 2016 to $415,000 in 2017
for Mr. Jamison and from $335,000 in 2016 to $415,000 in 2017 for
Mr. Wolfe. These named executive officers did not receive an
increase in base salary in 2016 from those base salaries in 2015.
The Committee may also adjust compensation, if necessary and at its
discretion, such that total compensation would be appropriate after
considering performance against goals and the compensation at peer
group companies and investment firms.

Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

The By-laws, as amended, are filed as Exhibit 3.1 to this report
and are incorporated by reference herein. The foregoing summary of
the amendments to the By-laws is qualified in its entirety by
reference to the copy of the By-laws, as amended, attached hereto
as Exhibit 3.1 and incorporated by reference herein.

Item 8.01. Other Events.

On December 20, 2016, Harris Harris Group, Inc. (the Company)
issued a press release that included a Letter to Shareholders. A
copy of this press release issued on December 20, 2016, including
the Letter to Shareholders included therein, is attached as Exhibit
99.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

Exhibit No. Description

3.1 Amended and Restated By-laws of the Company, as amended on
December 20, 2016

99.1 Press Release, dated December 20, 2016