SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED

Payment of Filing Fee (Check the appropriate box):

o  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

Dear Harman International Stockholder:

      You are cordially invited to attend the Annual Meeting of Stockholders of Harman International, to be held on Wednesday, November 10, 2004, beginning at 11:00 a.m. at the JPMorganChase Building, 270 Park Avenue, New York, New York. Information about the meeting and the nominees for election as directors is presented in the following Notice of Annual Meeting of Stockholders and Proxy Statement.

      At the meeting, management will also report on the Company’s operations during fiscal year 2004 and comment on our outlook for the current fiscal year. The report will be followed by a question and answer period.

      It is important that your shares be represented at the meeting. To ensure representation of your shares, please sign, date and promptly return the enclosed proxy card or use the telephone or Internet voting procedures described on the proxy card.

      We look forward to seeing you on November 10th.

	Sincerely,
	Sidney Harman
	Executive Chairman

To be held on November 10, 2004

      The 2004 Annual Meeting of Stockholders of Harman International Industries, Incorporated (the “Company”) will be held at the JPMorganChase Building, 270 Park Avenue, New York, New York, on November 10, 2004, beginning at 11:00 a.m. The meeting will be held for the following purposes:

      Information concerning the matter to be acted upon at the meeting is set forth in the accompanying proxy statement. Stockholders of record as of the close of business on September 13, 2004 are entitled to notice of, and to vote at, the meeting.

      If you plan to attend the meeting and will need special assistance or accommodation due to a disability, please describe your needs on the enclosed proxy card. Also enclosed is the Company’s Annual Report for fiscal year 2004.

	By Order of the Board of Directors,
	Frank Meredith
	Secretary

Washington, D.C.

IMPORTANT

Whether or not you plan to attend the meeting in person, please vote by signing, dating and promptly returning the proxy card in the enclosed postage prepaid envelope or by using the telephone or Internet voting procedures described on the proxy card.

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED

PROXY STATEMENT

      This proxy statement provides information in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Harman International Industries, Incorporated (the “Company”) for use at the Company’s 2004 Annual Meeting of Stockholders or any postponement or adjournment thereof (the “Meeting”). This proxy statement also provides information you will need in order to consider and to act upon the matter specified in the accompanying Notice of Annual Meeting of Stockholders. This proxy statement and the enclosed proxy card are being mailed to stockholders on or about September 15, 2004.

      Holders of record of the Company’s common stock (“Common Stock”) as of the close of business on September 13, 2004 are entitled to vote at the Meeting. Each stockholder of record as of that date is entitled to one vote for each share of Common Stock held. On September 13, 2004, there were 66,232,010 shares of Common Stock outstanding.

      You cannot vote your shares of Common Stock unless you are present at the Meeting or you have previously given your proxy. You can vote by proxy in one of three convenient ways:

      You may revoke your proxy at any time prior to the vote at the Meeting by:

      All properly executed proxies, unless revoked as described above, will be voted at the Meeting in accordance with your directions on the proxy. With respect to the election of directors, if you vote by proxy you may vote for both nominees, withhold your vote for both nominees, or withhold your vote as to a specific nominee. If a properly executed proxy gives no specific instructions, the shares of Common Stock represented by your proxy will be voted:

      If you own shares of Common Stock held in “street name,” and you do not instruct your broker how to vote your shares using the instructions your broker provides you, your broker may

      A majority of the outstanding shares of Common Stock must be present, in person or by proxy, to constitute a quorum at the Meeting. Directors will be elected by the vote of a plurality of the shares of Common Stock voted at the Meeting. If you withhold authority to vote for any director nominee, your shares will not be counted in the vote for that nominee.

      The Company will pay the cost of preparing and mailing this proxy statement and the enclosed proxy card. Employees of the Company may solicit proxies personally and by telephone. The Company’s employees will receive no compensation for soliciting proxies other than their regular salaries. The Company may request banks, brokers and other custodians, nominees and fiduciaries to forward copies of these proxy materials to their principals and to request authority for the execution of proxies. The Company may reimburse such persons for their expense in so doing.

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PROPOSAL FOR

      At the Meeting, two directors will be elected to serve a three-year term expiring at the 2007 Annual Meeting of Stockholders. This section contains information relating to the two director nominees and the directors whose terms of office extend beyond the Meeting. The nominees for election are Bernard A. Girod and Ann McLaughlin Korologos, each of whom is currently a director. The Board expects that the nominees will be available for election at the time of the Meeting. If, for any reason, a nominee should become unavailable for election, the shares of Common Stock voted FOR that nominee by proxy will be voted for a substitute nominee designated by the Board, unless the Board reduces the number of directors.

      The nominees for director will be elected by the affirmative vote of a plurality of the shares of Common Stock voted in person or by proxy at the Meeting.

The Board recommends a vote FOR election of each of the nominees.

Nominees to be Elected at the Meeting

      Bernard A. Girod, age 62, has been Vice Chairman of the Board since July 2000, Chief Executive Officer of the Company since 1998 and a director of the Company since 1993. Mr. Girod also served as President of the Company from 1994 to 1998, Chief Operating Officer of the Company from 1993 to 1998, Secretary of the Company from 1992 to 1998 and Chief Financial Officer of the Company from 1986 to 1995 and from 1996 to 1997.

      Ann McLaughlin Korologos, age 62, has been a director of the Company since 1995. She served as Secretary of Labor of the United States from 1987 until 1989. Ms. Korologos is a director of AMR Corporation (and its subsidiary, American Airlines, Inc.), Federal National Mortgage Association, Host Marriott Corporation, Kellogg Company and Microsoft Corporation. She is a Senior Advisor to Benedetto, Gartland & Company, Inc., Chairman Emeritus of the Aspen Institute and a member of the Board of Overseers of the Wharton School of the University of Pennsylvania.

Directors Whose Terms Extend Beyond the Meeting

      Sidney Harman, age 86, has been Executive Chairman of the Board since July 2000 and has served as Chairman of the Board and as a director of the Company since the Company’s founding in 1980. Dr. Harman also served as Chief Executive Officer of the Company from 1980 to 1998. Dr. Harman served as Deputy Secretary of Commerce of the United States from 1977 through 1978. His current term as a director expires at the 2005 Annual Meeting of Stockholders.

      Shirley Mount Hufstedler, age 79, has been a director of the Company since September 1986. Ms. Hufstedler has been in private law practice for the past 20 years. Since 1995, she has been with the law firm of Morrison & Foerster LLP. From 1981 to 1995, Ms. Hufstedler was with the firm of Hufstedler & Kaus. She served as Secretary of Education of the United States from 1979 to 1981 and as a judge on the United States Court of Appeals for the Ninth Circuit from 1968 to 1979. Ms. Hufstedler is Director Emeritus of Hewlett-Packard Company. Her current term as a director expires at the 2005 Annual Meeting of Stockholders.

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      Edward H. Meyer, age 77, has been a director of the Company since 1990. Mr. Meyer has been the Chairman, Chief Executive Officer and President of Grey Global Group, Inc., a global advertising and marketing services company, since 1970. Mr. Meyer also serves as a director of Ethan Allen Interiors Inc. His current term as a director expires at the 2006 Annual Meeting of Stockholders.

      Stanley A. Weiss, age 77, has been a director of the Company since 1997. From 1991 to 1997, Mr. Weiss served as Chairman of American Premier, Inc., a private mining, refractories, chemicals and mineral processing company. Prior to that he was Chairman and President of American Minerals. Mr. Weiss is also the founder and Chairman of Business Executives for National Security Inc. His current term as a director expires at the 2006 Annual Meeting of Stockholders.

      Gregory P. Stapleton, age 58, has been President of the Company since July 2000, Chief Operating Officer of the Company since 1998 and a director of the Company since 1997. Mr. Stapleton also served as President of the Company’s OEM Group from 1987 to 1998. His current term as a director expires at the 2006 Annual Meeting of Stockholders.

      In August 2004, the Company announced that Mr. Stapleton will retire on December 31, 2004. Mr. Stapleton has informed the Company that he intends to resign from the Board at that time. Mr. Frank Meredith, the Company’s Executive Vice President and Chief Financial Officer, will succeed Mr. Stapleton as Chief Operating Officer.

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THE BOARD, ITS COMMITTEES AND ITS COMPENSATION

The Board of Directors

      The Board currently consists of seven directors. Four of the directors are independent directors and three directors are members of the Company’s senior management. Each of the Company’s non-management directors meets the qualifications for independence under the recently amended listing standards of the New York Stock Exchange.

Corporate Governance

      The Board and senior management believe that one of their primary responsibilities is to promote a culture of ethical behavior throughout the Company by setting examples and by displaying a sustained commitment to instilling and maintaining deeply ingrained principles of honesty and decency. Consistent with these principles, the Company has taken steps to implement various corporate governance initiatives mandated by the Sarbanes-Oxley Act of 2002 and the recent changes to the New York Stock Exchange listing standards. In response to these new requirements, the Company has, among other things:

      The corporate governance guidelines, ethics codes and committee charters are available on the Company’s website (www.harman.com) in the Corporate Governance section of the Investor Relations page. Copies of these documents are also available upon written request to the Company’s Secretary. The Company will post information regarding any amendment to, or waiver from, its Code of Ethics for Executive and Financial Officers and Directors on its website under the Corporate Governance section of the Investor Information page.

      The Board will periodically review its corporate governance policies and practices. Based on these reviews, the Board expects to adopt changes to policies and practices that are in the best interests of the Company and as appropriate to comply with any new requirements of the Securities and Exchange Commission or the New York Stock Exchange.

Director Independence

      As part of the Company’s Corporate Governance Guidelines, the Board has established a policy requiring a majority of the members of the Board be independent. The Board has also adopted a policy establishing independence standards to assist the Board in determining the independence of the non-management directors. Those standards reflect, among other things, the requirements under the recently amended listing standards of the New York Stock Exchange. The independence standards for non-management directors are attached to this proxy statement as Appendix A.

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      The Board has determined that each of the non-management directors, Ms. Hufstedler, Ms. Korologos, Mr. Meyer and Mr. Weiss, is independent of the Company and its management within the meaning of the New York Stock Exchange listing standards and satisfies the Company’s independence standards.

Communications with the Board

      Stockholders and other interested parties may communicate with the Board, the non-management directors or specific directors by mail addressed to: Board of Directors, c/o Harman International Industries, Incorporated, 8500 Balboa Boulevard, Northridge, California 91329, Attn: General Counsel. The mailing envelope should also clearly indicate whether the communication is intended for the Board, the non-management directors or a specific director. The General Counsel or the Internal Auditor will review all such communications and will, within a reasonable period of time after receiving the communications, forward all such communications to the appropriate director or directors, other than those communications that are merely solicitations for products or services or relate to matters that are of a type that are clearly improper or irrelevant to the functioning of the Board or the business and affairs of the Company.

Board Meetings

      The Board held four meetings during fiscal year 2004. Each director attended at least 75% of the Board meetings and at least 75% of the meetings of committees on which he or she served in fiscal year 2004.

      The Board has established a policy that the non-management directors meet in executive session, without members of the Company’s management present, at each regularly scheduled meeting of the full Board. These executive sessions are chaired by the non-management directors on a rotating basis.

Annual Meetings of Stockholders

      As part of the Company’s Corporate Governance Guidelines, the Board has adopted a policy that each director is expected to make reasonable efforts to attend stockholders meetings. All Board members attended the Company’s annual stockholders meeting in November 2003.

Audit Committee

      The Audit Committee consists of Ms. Hufstedler (Chairwoman), Ms. Korologos, Mr. Meyer and Mr. Weiss. During fiscal year 2004, the Audit Committee held four meetings. The Board has determined that each of the members of the Audit Committee is independent under the New York Stock Exchange’s recently amended listing standards and each is financially literate and experienced in financial matters. The Board has also determined that Ms. Hufstedler is an “audit committee financial expert” within the meaning of applicable Commission regulations. In making its determination, the Board considered Ms. Hufstedler’s knowledge of, and experience with, financial and accounting matters gained through serving as Chair of the Company’s Audit Committee and as a member of boards and audit committees of other public companies, as well as her experience in such matters as practicing attorney, as judge in both California state courts and the U.S. Court of Appeals, and as Secretary of Education.

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      The Audit Committee assists the Board in its oversight of the Company’s financial reporting, focusing on the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the qualifications and independence of the Company’s independent auditor and the performance of the Company’s internal audit function and independent auditor. The Audit Committee’s primary responsibilities include:

      The Audit Committee’s responsibilities and key practices are more fully described in its written charter. The Audit Committee’s Charter is attached to this proxy statement as Appendix B. A report of the Audit Committee appears on page 22 of this proxy statement.

Compensation and Option Committee

      The Compensation and Option Committee, consisting of Ms. Hufstedler (Chairwoman) and Mr. Weiss, held four meetings during fiscal year 2004. Each of the members of the Compensation and Option Committee is independent under the New York Stock Exchange’s recently amended listing standards.

      The Compensation and Option Committee assists the Board in overseeing executive compensation and administers the Company’s executive bonus, option and incentive, deferred compensation and retirement plans. The Compensation and Option Committee’s primary responsibilities include:

      The Compensation and Option Committee’s responsibilities and key practices are discussed more fully in its charter. A report of the Compensation and Option Committee appears on page 11 of this proxy statement.

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Nominating and Governance Committee

      The Nominating and Governance Committee, consisting of Ms. Korologos (Chairwoman), Ms. Hufstedler, Mr. Meyer and Mr. Weiss, held two meetings in fiscal year 2004. Each of the members of the Nominating and Governance Committee is independent under the New York Stock Exchange’s recently amended listing standards.

      The Nominating and Governance Committee assists the Board in carrying out its oversight responsibilities relating to the composition of the Board and certain corporate governance matters. The Nominating and Governance Committee’s primary responsibilities include considering and making recommendations to the Board with respect to:

      The Nominating and Governance Committee’s responsibilities and key practices are more fully described in its charter.

      Director Nominees. The Nominating and Governance Committee utilizes a variety of methods for identifying and evaluating director nominees. The Committee may consider candidates recommended by the Company’s directors, members of management, professional search firms or stockholders. These candidates may be considered at any point during the year.

      Qualifications. In evaluating nominees for election as a director, the Nominating and Governance Committee considers a number of factors, including the following:

      The Nominating and Governance Committee will also consider other criteria for director candidates included in the Company’s Corporate Governance Guidelines or as may be established from time to time by the Board.

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      Stockholder Recommendations. The Company has never received any recommendations for director candidates from stockholders. The Nominating and Governance Committee will evaluate any director candidates recommended by a stockholder in the same manner as candidates otherwise identified by the Nominating and Governance Committee. In considering director candidates recommended by stockholders, the Nominating and Governance Committee also takes into account such factors as it considers relevant, including the length of time that the submitting stockholder has been a stockholder of the Company and the aggregate amount of the submitting stockholder’s investment in the Company.

      Stockholders may recommend candidates at any time, but recommendations for election at the next annual meeting of stockholders must be submitted to the Nominating and Governance Committee in writing no later than 120 days before the first anniversary of the date of the proxy statement sent to stockholders in connection with the previous year’s annual meeting. A stockholder’s notice must contain the following:

      The stockholder’s notice must be signed by the stockholder recommending the director candidate for consideration and sent to the following address: Harman International Industries, Incorporated, 8500 Balboa Boulevard, Northridge, California 91329, Attn: Secretary (Nominating and Governance Committee Communication/Director Candidate Recommendation).

Director Compensation

      Cash Compensation. Non-management directors receive an annual fee of $40,000, plus $1,500 for each committee meeting attended on a day other than the day of a Board meeting. The Company does not pay fees to directors who are officers of the Company or its subsidiaries. The Company reimburses all directors for expenses incurred in attending Board and committee meetings.

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      Equity-Based Compensation. The Stock Option and Incentive Plan provides that each non-management director who served during the prior fiscal year and continues to serve on the Board will receive an option to purchase 6,000 shares of Common Stock after each Annual Meeting of Stockholders. Each non-management director is also eligible for an additional option to purchase 1,500 shares of Common Stock if the Company achieves a return on consolidated equity for the prior fiscal year of at least 9% but less than 13%, or an additional option to purchase 3,000 shares of Common Stock if the Company achieves a return on consolidated equity of 13% or more. The exercise price of the options is the fair market value of the shares of Common Stock on the date of the grant. Each option vests at a rate of 20% per year and expires 10 years after the date of grant. For services rendered in fiscal year 2004, each non-management director will receive an option to purchase 6,000 shares of Common Stock under the Stock Option and Incentive Plan and will receive an option to purchase 3,000 shares of Common Stock as a result of the Company achieving the required return on consolidated equity outlined above. The number of shares provided to non-management directors reflects an adjustment to this Plan in connection with a two-for-one stock split effective in November 2003.

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REPORT OF THE COMPENSATION AND OPTION COMMITTEE

Executive Compensation Generally

      We oversee the Company’s executive compensation program. Our Committee is comprised solely of independent directors, chaired by Ms. Hufstedler. Our Committee’s charter authorizes us to retain outside advisors with respect to compensation matters, and we do consult with outside advisors from time to time in our decision-making.

      We think that the three key elements of the Company’s executive compensation program are:

      The Company also has in place for senior management retirement, welfare benefit and change-in-control arrangements which we believe are generally within the mainstream of similar benefits provided by comparable companies.

      Salary. We establish base salaries for senior management in light of historical practice, competitive pay data and performance reviews. We assess competitive pay rates by reference to market data, and review company and individual performance at the end of each fiscal year.

      We reviewed the Company’s results of operations for fiscal year 2003 and competitive pay practices data in fixing 2004 base pay for senior management. Some of the data were obtained from surveys furnished by outside compensation consulting firms concerning practices among comparable companies in the electrical and electronics industries. The survey group differs from the comparison group used in the Company’s stock performance graph appearing later in this proxy statement because we believe that the survey group reflects more reliable compensation information. Consistent with the Company’s historical practice, we sought to establish base salaries for fiscal year 2004 at the 50th-75th percentile of base salaries for the survey group of companies. In the future, we may apply different parameters, generally, or in a particular case.

      Annual Incentive Compensation. The Company provides cash bonuses to executive officers, including executives in the cash compensation table appearing later in the Company’s proxy statement. We believe that these bonuses qualify as “performance-based compensation” for tax purposes, and therefore are fully deductible. Under the Company’s bonus plan, we establish a return on stockholders’ equity target for each fiscal year and awards payable if that target is reached. These targets for fiscal year 2004 were exceeded.

      Equity Based Compensation. The Company’s equity incentive plan authorizes the award of options, restricted stock or other equity-linked awards to full-time employees we select. The Company has historically awarded stock options to senior managers, including the five executives included in the cash compensation table on page 13, but not substantial amounts of restricted stock or other equity-linked awards. Based primarily on management’s recommendation two years ago, the Company records the cost of options as expense in its financial statements. The level of awards for recent years has been based on our assessment of competitive practice, prior performance and overall cost to the Company, as well as our assessment of the value of potential awards under traditional option valuation techniques. In the last few years, the value of these

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      Although the Company has not established formal share ownership requirements, management is generally expected to retain a substantial equity stake in the Company, whether directly or through equity-linked awards. The Company’s historical practice has been based on the view that it is appropriate to permit equity appreciation to be used to satisfy tax and other obligations related to prior equity awards and recognizes the need for some flexibility in light of the very substantial increase in equity values over the past several years and, in certain instances, the substantial periods in which certain of our senior managers have worked at the Company.

Compensation of Executive Chairman and Chief Executive Officer

      During fiscal year 2004, Dr. Harman, the Company’s Executive Chairman, was paid a base salary of $970,833 and Mr. Girod, the Company’s CEO, was paid a base salary of $920,833. Their salaries were based mainly on their leadership in creating a corporate environment consistent with the Board’s governance objectives, the Company’s accelerated growth in sales, earnings share value and overall results during fiscal year 2003, its historical practices and competitive pay data we reviewed. Cash bonus awards were $2,000,000 for Dr. Harman and $1,900,000 for Mr. Girod as a result of the Company’s strong financial and operational performance last year.

      In September 2003, we authorized option grants to each of Dr. Harman and Mr. Girod to purchase 100,000 shares of Common Stock at an exercise price of $50.025 per share, the market value of the Common Stock on the date of the grant (adjusted for the Company’s subsequent 2:1 stock split). The award levels were substantively consistent with those for prior years. Each option vests at a rate of 20% per year, commencing on the first anniversary of the grant date, and expires 10 years after the date of grant.

September 3, 2004

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COMPENSATION OF EXECUTIVE OFFICERS

Summary Compensation Table

      The following table discloses compensation received by the Company’s Executive Chairman, the Chief Executive Officer and the three other most highly paid executive officers for the last three fiscal years.

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Option Grants in Last Fiscal Year

      The following table shows grants of stock options during fiscal year 2004 to each of the named executive officers.

Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

      For each of the named executive officers, the following table shows stock options exercised during fiscal year 2004 and the value of unexercised stock options as of June 30, 2004.

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Deferred Compensation Plan

      The Company’s Deferred Compensation Plan provides supplemental retirement benefits for executive officers designated by the Deferred Compensation Plan’s administrative committee. The Compensation and Option Committee administers this Plan. Prior to the beginning of each fiscal year, each plan participant may elect to defer up to 100% of his or her annual base salary and bonus on a pre-tax basis to a deferral account. These amounts are always fully vested, subject to a 10% penalty on any unscheduled withdrawals. The Company may decide to make contributions on a pre-tax basis to a plan participant’s account, subject to a vesting schedule. In the event of a change in control of the Company, any unvested amounts vest immediately and the Company indemnifies the plan participant for any expense incurred in enforcing his or her rights under the Deferred Compensation Plan.

      Plan participants specify that portion of their accounts to be deemed invested in designated benchmark funds. The Company credits earnings to the accounts based on the rate of return of the designated funds. Upon retirement or termination of employment other than due to death, plan participants may receive their account balances in the form of a lump-sum payment or in annual installments. In the event of death prior to the commencement of benefits or during payment of installments, the balances in a plan participant’s vested accounts as of the date of death are payable to the plan participant’s beneficiaries.

Supplemental Executive Retirement Plan

      The Company’s Supplemental Executive Retirement Plan (“Supplemental Plan”) provides supplemental retirement, termination and death benefits to key executive officers designated by the Board. The Compensation and Option Committee administers the Supplemental Plan. Dr. Harman, Mr. Girod, Mr. Stapleton and Mr. Meredith have been designated as Supplemental Plan participants. Dr. Geiger has not been designated as a participant in the Supplemental Plan. Dr. Harman has 24 years, Mr. Girod 17 years, Mr. Stapleton 16 years and Mr. Meredith 19 years of service credited under the Supplemental Plan. All Supplemental Plan benefits are subject to deductions for Social Security and federal, state and local taxes.

      Retirement Benefit. Retirement benefits are based on the average of the participant’s highest cash compensation (base salary and bonus) during any five consecutive years of employment by the Company (“Average Cash Compensation”). Participants retiring at age 65 or older receive an annual retirement benefit equal to either (a) 3 1/3% of Average Cash Compensation per year of service up to a maximum of 50%, or (b) 2% of Average Cash Compensation per year of service up to a maximum of 30%, as designated by the Company. Each of the named executive officers, other than Dr. Geiger, has been designated as a participant entitled to receive an annual retirement benefit of up to 50% of Average Cash Compensation. If a participant’s employment is terminated for any reason other than death within three years after a change in control of the Company, the participant vests with the maximum designated retirement benefit regardless of age or years of service and the Company indemnifies the participant for any expense incurred in enforcing the participant’s rights in the retirement benefit under the Supplemental Plan. Unless another form of payment is approved by the administrative committee for the Supplemental Plan, benefits are payable monthly in the form of a life annuity. If the participant dies after benefits have commenced but prior to receiving 10 years of benefits, they are paid to the participant’s beneficiary for the remainder of that period.

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      The following table sets forth the annual maximum retirement benefits that would be received under the Supplemental Plan at the specified Average Cash Compensation levels after the specified years of service:

      Termination Benefit. A participant who retires or whose employment is terminated prior to age 65 with at least 15 years of service, and who is not otherwise entitled to benefits under the Supplemental Plan, is entitled to an annual termination benefit equal to either (a) 30% of Average Cash Compensation, increased by 4% for each year of service over 15 years, up to a maximum of 50%, or (b) 15% of Average Cash Compensation, increased by 3% for each year of service over 15 years, up to a maximum of 30%, as designated by the Company. Each of the named executive officers, other than Dr. Geiger, has been designated as a participant entitled to receive an annual termination benefit of up to 50% of Average Cash Compensation. The termination benefit commences upon the later of termination of the participant’s employment, other than due to death, or the participant reaching age 55. Termination benefits are payable in the same manner as retirement benefits.

      The following table sets forth the annual maximum termination benefits that would be received under the Supplemental Plan at the specified Average Cash Compensation levels after the specified years of service:

      Death Benefit. A pre-retirement death benefit equal to two or three times the highest annual cash compensation achieved by a participant during his or her employment with the Company is paid to the beneficiaries of a participant who dies prior to the commencement of

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2002 Key Executive Officers Bonus Plan

      Under the Company’s 2002 Key Executive Officers Bonus Plan, each of the named executive officers is eligible to receive cash awards each fiscal year that a predetermined return on stockholder equity goal is met. This Plan is administered by the Compensation and Option Committee, which establishes the target bonuses and the stockholder equity goal each fiscal year. In the event of a change in control of the Company, each plan participant is entitled to the award amount for that fiscal year without proration or any other deduction, provided that he or she is employed by the Company at the time of the change in control or, if the plan participant is no longer employed by the Company, the plan participant’s employment is terminated after commencement of discussions that resulted in a change of control of the Company but within 180 days prior to the change in control.

Severance and Employment Agreements

      The Company has entered into severance agreements with each of Dr. Harman, Mr. Girod, Mr. Stapleton and Mr. Meredith. The severance agreements provide that if, within the two years following a change in control of the Company, the executive officer is terminated without cause or under certain circumstances terminates his own employment, he is entitled to receive a severance payment equal to three times the sum of his highest annual base salary during any period prior to his termination and his highest incentive pay during the three fiscal years preceding the change in control. The severance agreements also provide that the Company will pay the executive officer an additional amount for excise taxes, subject to a limitation based on the overall cost of the severance agreements, including any additional payment for excise taxes. Unless the executive officer or the Company notifies the other by September 30 that it does not wish the agreement to be extended, each severance agreement is automatically extended on the following January 1 for an additional year.

      Dr. Geiger serves as Executive Vice President and Chief Technology Officer pursuant to an employment agreement with the Company. Under the terms of his employment agreement, Dr. Geiger receives an annual base salary of not less than $1,000,000, and is eligible to receive an annual bonus of up to 45% of his base salary based on certain performance parameters established annually by the Company. Dr. Geiger’s employment agreement also provides him with an annual pension benefit of 30% of the average of his highest five consecutive years of eligible salary and incentive compensation plan bonus (after taking into consideration pension benefits he has earned under a prior employment agreement with a subsidiary of the Company). Dr. Geiger is also entitled to certain insurance benefits and participates in some of the Company’s other benefit plans and programs. Beginning August 2007, the employment agreement may be terminated by either party upon 12-months’ notice.

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EQUITY COMPENSATION PLAN INFORMATION

      As of June 30, 2004, the Company’s 1987 Executive Incentive Plan, the 1992 Incentive Plan and the 2002 Stock Option and Incentive Plan were the only compensation plans under which securities of the Company were authorized for issuance. These plans, including amendments to the 1992 Incentive Plan, were approved by the Company’s stockholders. The share amounts set forth in the table below reflect a two-for-one stock split effective in November 2003. The table provides information as of June 30, 2004:

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table shows, as of August 31, 2004, the beneficial ownership of shares of Common Stock for (a) all stockholders known by the Company to beneficially own more than 5% of the shares of Common Stock, (b) each of the current directors, (c) the Company’s Executive Chairman, Chief Executive Officer and the three other most highly paid executive officers of the Company and (d) all of the Company’s directors and executive officers as a group. Some of the information in the table is based on information included in filings made by the beneficial owners with the Commission.

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INDEPENDENT AUDITOR

      Selection. KPMG LLP served as the Company’s independent auditor for fiscal year 2004 and has been selected by the Audit Committee to serve as the Company’s independent auditor for fiscal year 2005. Representatives of KPMG LLP will attend the Meeting, will have an opportunity to make a statement, and will be available to respond to questions.

      Audit and Non-Audit Fees. The following table presents fees for professional audit services rendered by KPMG LLP for the audit of the Company’s annual financial statements for fiscal year 2004 and fiscal year 2003, and fees billed for other services rendered by KPMG LLP.

      The Audit Committee’s policy is to pre-approve all audit and non-audit services provided to the Company by the independent auditors (except for items exempt from pre-approval requirements under applicable laws and rules). The Audit Committee has pre-approved certain services that KPMG is to provide to the Company in fiscal year 2005, including quarterly review of financial statements, tax compliance and tax consultation services, consultations on the Company’s compliance with the Sarbanes-Oxley Act and other accounting consulting services.

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REPORT OF THE AUDIT COMMITTEE

      The Audit Committee is currently composed of four directors who are neither officers nor employees of the Company. All members of the Committee are “independent” as that term is defined by the New York Stock Exchange’s recently amended listing standards. The Committee operates under a written charter approved by the Board, a copy of which is attached as Appendix B to this proxy statement.

      In connection with its review of the audited financial statements appearing in the Company’s Annual Report on Form 10-K for fiscal year 2004, the Committee:

      Based on the review and discussions referred to above, the Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for fiscal year 2004, as filed with the Commission.

      The Committee has selected and engaged KPMG LLP as the Company’s independent auditor to audit and report to the Company’s stockholders on the Company’s financial statements for fiscal year 2005.

      This report is submitted by the members of the Audit Committee.

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STOCK PRICE PERFORMANCE GRAPH

      The following graph compares changes in cumulative total returns (assuming reinvestment of cash dividends) on shares of the Common Stock against the S&P Composite-500 Stock Index and a peer company index (based on the Company’s Standard Industrial Code) for the five-year period ending June 30, 2004. In each case, this stock price performance graph assumes an initial investment of $100 at the market close on June 30, 1999. Dates on the following chart represent the last trading day of the indicated fiscal year. The stock price performance shown on the graph below is not necessarily indicative of future performance of the shares of Common Stock.

      The peer company index was derived using the following peer companies: Boston Acoustics, Inc., Carver Corp. (through March 2000 only), Emerson Radio, Koss Corp., Pioneer Corporation (ADRs), Sensory Science Corporation (through July 2001 only), Sony Corp. (American shares) and Zenith Electronics Corp (through December 1999 only).

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors and executive officers and persons who beneficially own more than 10% of the Company’s Common Stock to file initial reports of ownership and reports of changes in ownership with the Commission. Based solely on a review of the copies of such forms furnished to the Company and written representations from the Company’s directors and executive officers, the Company believes that all Section 16(a) filing requirements applicable to its directors and executive officers were complied with during fiscal year 2004.

STOCKHOLDER PROPOSALS FOR 2005 ANNUAL MEETING OF STOCKHOLDERS

      In order to be included in the Company’s proxy materials for the 2005 Annual Meeting of Stockholders, a stockholder proposal must be received in writing by the Company at 1101 Pennsylvania Avenue, N.W., Suite 1010, Washington, D.C. 20004 by May 18, 2005, and otherwise comply with all requirements of the Commission for stockholder proposals. In addition, the Company’s By-Laws provide that any stockholder who desires to bring a proposal before an annual meeting must give timely written notice of the proposal to the Company’s Secretary. To be timely, the notice must be delivered to the above address not less than 60 nor more than 90 days before the first anniversary of the date on which the Company first mailed its proxy materials for the immediately preceding annual meeting. Stockholder proposals for the 2005 Annual Meeting must be received not later than July 17, 2005. However, the Company’s By-Laws also provide that if an annual meeting is called for a date that is not within 30 days before or after the anniversary of the prior year’s annual meeting, then stockholder proposals for that annual meeting must be received no later than the close of business on the 10th day following the day on which public announcement is first made of the date of the upcoming annual meeting. The notice must also describe the stockholder proposal in reasonable detail and provide certain other information required by the By-Laws.

      Notice of a stockholder’s intent to make a nomination for director at the 2005 Annual Meeting of Stockholders must be received by the Secretary of the Company 90 days in advance of the annual meeting. The notice must include certain information regarding the nominees as required by the By-Laws.

      A copy of the By-Laws is available upon request from the Company’s Secretary.

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OTHER MATTERS

      The Board does not intend to present, and knows of no others who intend to present, any other matter of business at the Meeting. However, if any other matter is properly presented at the Meeting, the shares represented by your proxy will be voted in accordance with the best judgment of the proxy holders.

	By Order of the Board of Directors,
	Bernard A. Girod
	Vice Chairman and
	Chief Executive Officer

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Appendix A

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED

CATEGORICAL INDEPENDENCE STANDARDS FOR DIRECTORS

      A director of the Company who satisfies each of the following criteria will be presumed to be an independent director of the Company:

      As used in these Standards, an “immediate family member” means a person’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares such person’s home.

      In making a determination regarding a director’s independence, the Board of Directors of the Company will endeavor to ascertain all relevant facts and circumstances, and will consider all relevant facts and circumstances that become known to the Board, including the director’s banking, consulting, legal, accounting, other professional, commercial, industrial, charitable and familial relationships. Each member of the Company’s Board of Directors shall, in good faith, disclose to the Board all facts and circumstances he or she reasonably believes necessary or appropriate in order to permit the Board to make a determination regarding whether the director meets the criteria set forth in these Standards.

      In making a determination regarding a director’s independence, any interest or relationship of a director of a type described in Item 404 of Regulation S-K promulgated by the Securities and Exchange Commission that is not required to be disclosed pursuant to Item 404 shall be presumed not to be inconsistent with the independence of such director, except to the extent otherwise expressly provided with respect to a particular interest or relationship in the rules established by the New York Stock Exchange.

Appendix B

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED

AUDIT COMMITTEE CHARTER

(Amended and Restated as of June 10, 2004)

      Purpose: The Audit Committee is a standing committee of the Board. The Committee’s purpose is to assist the Board in carrying out its oversight responsibilities relating to the Company’s financial reporting. In this regard, the Committee will assist Board oversight of (1) the integrity of the Company’s financial statements, (2) the Company’s compliance with legal and regulatory requirements, (3) the qualifications and independence of the Company’s independent auditor, and (4) the performance of the Company’s internal audit function and independent auditor. The Company recognizes, however, that:

The Committee will have the authority to take all actions on behalf of the Board as the Committee or its Chairperson may from time to time determine to be consistent with its purpose, this Charter and applicable law.

      Composition: The Committee will have such number of members as the Board from time to time designates. Based upon the recommendation of the Nominating and Governance Committee, the Board will designate the members of the Committee at least annually and will take such actions as it from time to time determines to be appropriate to assure that the Committee and its members comply with applicable independence requirements. Management is directed to take such steps as are necessary to assure that the Company does not take actions that would compromise the independence of any Committee member. No Committee member may simultaneously serve on the audit committees of more than two other public companies unless the Board determines such simultaneous service would not impair the member’s ability to serve on the Committee. Furthermore, each member of the Committee shall be financially literate or shall become financially literate within a reasonable period of time after his or her appointment to the Committee. Committee members shall serve at the pleasure of the Board and for such term or terms as the Board may determine.

      The Board will from time to time designate the Chairperson, and may designate a Co-Chairperson or Vice Chairperson, of the Committee.

      Resources: Management, the internal auditor and the independent auditor are each directed to bring to the attention of the Committee such matters that the Committee is required by law

      Proceedings: The Committee will periodically meet in executive session and meet separately with representatives of management, the internal auditor and the independent auditor to aid in assuring direct communications relevant to the discharge of the Committee’s responsibilities. The Chairperson of the Committee shall, in consultation with the other members of the Committee and the appropriate officers of the Company, establish Committee meeting agendas. Additionally, the Chairperson of the Committee or a majority of the Committee members may call a meeting of the Committee at any time and any Committee member may submit items to be included in the agenda for, and may raise subjects that are not on the agenda at, any meeting. A majority of the number of Committee members will constitute a quorum for conducting business at a meeting of the Committee. The act of a majority of the Committee members present at a meeting at which a quorum is in attendance will be the act of the Committee, unless a greater number is required by law, the Company’s certificate of incorporation, its bylaws, or this Charter. The Committee may adopt such other procedures as it may from time to time determine to be appropriate to assist in the discharge of its responsibilities.

      Except as the Committee or its Chairperson may otherwise determine, the Secretary or another person designated for this purpose by the Committee Chairperson will prepare appropriate records of all Committee meetings and actions, copies of which when approved by the Committee or its Chairperson will be furnished to the Board, and will maintain copies of all materials furnished or presented to the Committee. In addition, the Committee Chairperson will regularly report the Committee’s activities to the Board (in such manner and at such times as the Committee Chairperson or the Board deems appropriate).

      Responsibilities: The Committee will:

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      Each member of the Committee has authority to preapprove all audit and non-audit services to be performed for the Company by the Company’s independent auditor; provided, that if any Committee member preapproves services pursuant to this authority, then that member or his or her proxy shall present the details of such preapproval, including but not limited to cost estimates and a detailed description of the preapproved services, to the full Committee at the Committee’s next scheduled meeting. The Committee may ratify, amend or revoke any preapproval of services granted by an individual Committee member pursuant to the authority delegated under this Charter; provided, that any amendment or revocation by the Committee will not affect the validity of the interim preapproval.

      Charter: The Committee will review this Charter from time to time and will recommend to the Nominating and Governance Committee changes to the Charter as it determines to be appropriate. Any changes will be effective when recommended by the Nominating and Governance Committee and approved by the Board.

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AUDIT COMMITTEE RESPONSIBILITIES CHECKLIST

      The following is a checklist of actions that the Audit Committee anticipates that it will engage in during any fiscal year. This checklist is merely a guideline for the members of the Audit Committee and, as such, is not intended to limit the actions of the Audit Committee. Unless otherwise required by applicable law or listing requirements, an action listed below may be conducted by the Audit Committee at any time (not solely the quarter or quarters indicated below).

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