10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

[X]	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended   December 31, 2003

Commission File Number:   1-9764

Harman International Industries, Incorporated

(Exact name of registrant as specified in its charter)

Delaware	11-2534306
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)
1101 Pennsylvania Avenue, NW Washington, DC	20004
(Address of principal executive offices)	(Zip code)

(202) 393-1101

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
              [X] Yes                [  ] No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
              [X] Yes                [  ] No

The number of shares outstanding of the registrant’s common stock, as of the latest practicable date was 65,893,888 shares of common stock, par value $.01, outstanding at January 31, 2004.

Harman International Industries, Incorporated and Subsidiaries
Form 10-Q
For the Quarterly Period Ended December 31, 2003

TABLE OF CONTENTS

		Page
	PART I – FINANCIAL INFORMATION	Number
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets as of December 31, 2003 and June 30, 2003		3
	Condensed Consolidated Statements of Operations for the three and six months ended December 31, 2003 and 2002		4
	Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2003 and 2002		5
	Notes to Condensed Consolidated Financial Statements		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		19
Item 4.	Controls and Procedures		21
	Part II – OTHER INFORMATION
Item 4.	Submission of Matters to a Vote of Security Holders		21
Item 6.	Exhibits and Reports on Form 8-K		23
	Signatures		24

2

Part I: FINANCIAL INFORMATION

Item 1.                                                             Financial Statements

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2003 AND JUNE 30, 2003
(000s omitted except per share amounts)

(Unaudited)

			December 31,			June 30,
			2003			2003
ASSETS
Current assets
	Cash and cash equivalents	$	217,929		$	147,911
	Receivables (less allowance for doubtful accounts
	of $14,454 at December 31, 2003 and $13,785 at June 30, 2003)		388,954			363,121
	Inventories		307,623			349,626
	Other current assets		108,559			106,966
	Total current assets		1,023,065			967,624
	Property, plant and equipment, net		441,145			393,920
	Goodwill		253,142			221,579
	Other assets		127,167			120,535
	Total assets	$	1,844,519		$	1,703,658
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
	Notes payable – banks	$	4,533		$	4,345
	Current portion of long-term debt		746			964
	Accounts payable		143,143			176,846
	Accrued liabilities		379,904			305,255
	Total current liabilities		528,326			487,410
	Senior long-term debt		472,571			497,759
	Other non-current liabilities		74,389			62,704
Shareholders’ equity
	Preferred stock, $.01 par value		---			---
	Common stock, $.01 par value		786			390
	Additional paid-in capital		335,891			324,757
	Accumulated other comprehensive income:
	Unrealized loss on hedging derivatives		(15,743	)		(10,605	)
	Foreign currency translation adjustment		59,001			11,548
	Minimum pension liability adjustment		(6,469	)		(6,462	)
	Retained earnings		567,618			508,008
	Less common stock held in treasury		(171,851	)		(171,851	)
	Total shareholders’ equity		769,233			655,785
	Total liabilities and shareholders’ equity	$	1,844,519		$	1,703,658

3

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2003 AND 2002 (000s omitted except per share amounts) (Unaudited)
	Three months ended				Six months ended
	December 31,				December 31,
		2003		2002		2003		2002
Net sales	$	691,611	$	559,977	$	1,288,905	$	1,050,736
Cost of sales		472,297		400,555		888,720		751,189
Gross profit		219,314		159,422		400,185		299,547
Selling, general and administrative expenses		153,423		116,112		301,013		236,238
Operating income		65,891		43,310		99,172		63,309
Other expense:
Interest expense, net		4,546		5,589		9,436		11,498
Miscellaneous, net		1,324		416		1,860		1,260
Income before income taxes		60,021		37,305		87,876		50,551
Income tax expense, net		18,549		9,699		26,627		13,143
Net income	$	41,472	$	27,606	$	61,249	$	37,408
Basic EPS	$	0.63	$	0.43	$	0.93	$	0.58
Diluted EPS	$	0.60	$	0.41	$	0.89	$	0.55
Shares outstanding – basic		65,584		64,660		65,556		64,914
Shares outstanding – diluted		69,330		68,136		69,172		68,182

4

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED DECEMBER 31, 2003 AND 2002
($000s omitted)
(Unaudited)

		Six months ended
		December 31,
		2003			2002
Cash flows from operating activities:
Net income		$	61,249		$	37,408
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization		51,542			45,288
	(Gain) loss on disposition of assets		(298	)		(564	)
Changes in working capital, net of acquisition/disposition effects:
	Decrease (increase) in:
	Receivables		(1,055	)		25,750
	Inventories		52,641			(33,694	)
	Other current assets		2,365			6,050
	Increase (decrease) in:
	Accounts payable		(41,315	)		(28,599	)
	Accrued liabilities		45,273			28,165
	Other operating activities		5,486			1,090
Net cash provided by (used in) operating activities		$	175,888		$	80,894
Cash flows from investing activities:
Payment for purchase of companies, net of cash acquired		$	(27,545	)	$	(2,979	)
Proceeds from asset dispositions			3,744			1,978
Capital expenditures and software development			(62,160	)		(60,952	)
Other items, net			1,045			2,399
Net cash provided by (used in) investing activities		$	(84,916	)	$	(59,554	)
Cash flows from financing activities:
Net increase (decrease) in short-term borrowings		$	(161	)	$	(1,317	)
Increase (decrease) in long-term debt			(30,697	)		(21,610	)
Debt issuance costs			(94	)		(793	)
Repurchase of common stock			---			(15,448	)
Dividends paid to shareholders			(1,639	)		(1,619	)
Exercise of stock options and other benefits, net			7,261			2,962
Net cash flow provided by (used in) financing activities		$	(25,330	)	$	(37,825	)
Effect of exchange rates changes on cash			4,376			2,867
Net increase (decrease) in cash and cash equivalents		$	70,018		$	(13,618	)
Cash and cash equivalents at beginning of period			147,911			116,253
Cash and cash equivalents at end of period		$	217,929		$	102,635
Supplemental disclosures of cash flow information:
	Interest paid	$	9,319		$	11,636
	Income taxes paid (refunds received)	$	(2,949)		$	1,229
Supplemental schedule of non-cash investing activities:
	Fair value of assets acquired	$	35,678		$	10,906
	Cash paid for the assets	$	27,545		$	2,980
	Liabilities assumed	$	8,133		$	7,926

See Notes to Condensed Consolidated Financial Statements.
5

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1.  Basis of Presentation

The Company's unaudited, condensed consolidated financial statements at December 31, 2003 and for the three and six months ended December 31, 2003 and 2002, have been prepared pursuant to rules and regulations of the Securities and Exchange Commission for interim reporting.  These condensed consolidated financial statements do not include all information and footnote disclosures normally included in the audited financial statements.  However, in the opinion of management, the accompanying unaudited, condensed consolidated financial statements contain all adjustments, consisting of normal recurring adjustments and accruals, necessary to present fairly, in all material respects, the consolidated financial position, results of operations and cash flows for the periods presented.  Operating results for the three and six months ended December 31, 2003 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2004 due to seasonal, economic and other factors.

Where necessary, information for prior periods has been reclassified to conform to the consolidated financial statement presentation for the corresponding periods in the current fiscal year.   For the three and six months ended December 31, 2002, the Company reclassified $4.9 million and $9.5 million, respectively, of selling, general and administrative expenses to cost of sales to conform to the full-year fiscal 2003 presentation.

These financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2003.

Note 2.  Inventories

Inventories consist of the following:

	December 31,		June 30,
($000s omitted)	2003		2003
Finished goods and inventory    purchased for resale	$	114,453	$	126,729
Work in process		48,367		54,733
Raw materials and supplies		144,803		168,164
Total inventories	$	307,623	$	349,626

Inventories are stated at the lower of cost or market.  The cost of inventories is based on the first-in, first-out (FIFO) method.

6

Note 3.  Warranties

The Company warrants its products to be free from defects in materials and workmanship for periods ranging from 90 days to five years from the date of purchase, depending on the product.  The warranty is a limited warranty, which imposes certain shipping costs on the customer and excludes deficiencies in appearance except for those evident when the product is delivered.  The Company's dealers normally perform warranty service for loudspeakers and electronics in the field, using parts supplied on an exchange basis by the Company.  Warranties in international markets are generally similar to those in the domestic market.  Estimated warranty liabilities are based upon sales volumes, mix of products sold and past experience with similar types of products. Details of the estimated warranty liability for the six months ended December 31, 2003 and 2002 are as follows and are included in accrued liabilities:

		Six months ended
		December 31,
($000s omitted)		2003			2002
Beginning balance	$	21,122		$	12,495
Warranty provisions		22,042			13,503
Warranty payments (cash or in-kind)		(15,619	)		(11,471	)
Ending balance	$	27,545		$	14,527

Note 4.  Comprehensive Income

Comprehensive income and its components for the three and six months ended December 31, 2003 and 2002 are presented below.

	Three months ended December 31,						Six months ended December 31,
($000s omitted)		2003			2002			2003			2002
Net income	$	41,472		$	27,606		$	61,249		$	37,408
Other comprehensive income (loss):
Foreign currency translation		39,354			22,834			47,453			20,530
Unrealized gains (losses) on hedging		(4,708	)		(3,964	)		(5,138	)		(4,149	)
Minimum pension liability adjustment		(7	)		(60	)		(7	)		(56	)
Total other comprehensive income	$	76,111		$	46,416		$	103,557		$	53,733

The components of accumulated other comprehensive income as of December 31, 2003 and June 30, 2003 and the activity for the six months ended December 31, 2003 are presented below.

		Cumulative		Hedging			Minimum			Other
		Translation		Derivative			Pension			Comprehensive
($000s omitted)		Adjustment		Loss			Liability			income (loss)
June 30, 2003	$	11,548	$	(10,605	)	$	(6,462	)	$	(5,519	)
Foreign currency translation adjustments		47,453		---			---			47,453
Change in fair value of foreign    currency cash flow hedges		---		(5,138	)		---			(5,138	)
Minimum pension liability adjustment		---					(7	)		(7	)
December 31, 2003	$	59,001	$	(15,743	)	$	(6,469	)	$	36,789

7

Note 5. Earnings Per Share

	Three months ended December 31,
		2003		2002
(000s omitted except per share amounts)		Basic	Diluted	Basic	Diluted
Net income	$	41,472	41,472	27,606	27,606
Weighted average shares outstanding		65,584	65,584	64,660	64,660
Employee stock options		---	3,746	---	3,476
Total weighted average shares outstanding		65,584	69,330	64.660	68,136
Earnings per share	$	0.63	0.60	0.43	0.41

	Six months ended December 31,
		2003		2002
(000s omitted except per share amounts)		Basic	Diluted	Basic	Diluted
Net income	$	61,249	61,249	37,408	37,408
Weighted average shares outstanding		65,556	65,556	64,914	64,914
Employee stock options		---	3,616	---	3,268
Total weighted average shares outstanding		65,556	69,172	64,914	68,182
Earnings per share	$	0.93	0.89	0.58	0.55

For all periods presented, share and per share amounts have been restated to reflect the two-for-one stock split that was approved by the Company's stockholders on November 12, 2003.  SeeNote 12 - Stock Split for additional information.

Certain options were outstanding and not included in the computation of diluted net earnings per share because the sum of the options' exercise prices, related tax benefit and compensation cost not yet recognized were greater than the average market price of the common shares, therefore the exercise of these options would have been anti-dilutive.  Options to purchase 503,413 shares of common stock at prices ranging from $50.03 to $69.50 per share during the second quarter ended December 31, 2003 and options to purchase 21,130 shares of common stock at $28.94 per share during the second quarter ended December 31, 2002 were not included in the computation of diluted earnings per share because the exercise of these options would have been antidilutive.

Options to purchase 300,457 shares of common stock at prices ranging from $50.03 to $69.50 per share during the six months ended December 31, 2003 and options to purchase 12,652 shares of common stock at prices ranging from $26.64 to $28.94 per share during the six months ended December 31, 2002 were not included in the computation of diluted earnings per share because the exercise of these options would have been antidilutive.

8

Note 6. Stock Options

Effective July 1, 2002, the Company adopted the fair value method of stock based compensation under Statement of Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting for Stock Based Compensation" for all options granted after June 30, 2002.  Under SFAS 123, the Company recognizes option related expenses over the vesting period of those options.  The Company expensed $2.5 million during the quarter ended December 31, 2003 for stock options granted after June 30, 2002 compared to $1.6 million for the same period last year.  For stock options granted after June 30, 2002, the Company expensed $4.3 million for the six months ended December 31, 2003 and $1.7 million for the six months ended December 31, 2002.

Note 7. Segmentation

The Company designs, manufactures and markets high-quality audio products and electronics systems for the consumer and professional markets.  The Company is organized into reporting segments by the end-user markets they serve - consumer and professional.  Our chief operating decision makers evaluate performance and allocate resources based on net sales, operating income and working capital in each of the segments.

The Consumer Systems Group has operating segments, which design, manufacture and market audio and electronic systems for vehicle, home audio, video and computer applications.  Consumer products are marketed worldwide under brand names including Harman/Kardon, Becker, JBL, Infinity, Revel, Lexicon and Mark Levinson.

The Professional Group designs, manufactures and markets loudspeakers and electronics used by audio professionals in concert halls, stadiums, airports and other buildings and for recording, broadcast, cinema and music reproduction applications.  Professional products are marketed worldwide under brand names including JBL, AKG, Crown, Studer, Soundcraft, Lexicon, Digitech and dbx.

The following table reports external net sales and operating income (loss) by segment for the three and six months ended December 31, 2003 and 2002.

		Three months ended						Six months ended
		December 31,						December 31,
($000s omitted)		2003			2002			2003			2002
Net sales:
Consumer Systems Group	$	571,604		$	447,877		$	1,061,781		$	837,632
Professional Group		120,007			112,100			227,124			213,104
Other		---			---			---			---
Total	$	691,611		$	559,977		$	1,288,905		$	1,050,736
Operating income (loss):
Consumer Systems Group	$	80,722		$	43,775		$	125,954		$	75,334
Professional Group		(5,387	)		5,844			(2,538	)		6,003
Other		(9,444	)		(6,309	)		(24,244	)		(18,028	)
Total	$	65,891		$	43,310		$	99,172		$	63,309

Other operating income (loss) is primarily comprised of corporate expenses, net of business unit allocations.

9

Note 8.  Derivatives

The Company uses foreign currency forward contracts to hedge a portion of its forecasted transactions.  These forward contracts are designated as foreign currency cash flow hedges and recorded at fair value in the Company's consolidated balance sheet.  The recorded fair value is balanced by an entry to other comprehensive income (loss) in the balance sheet until the underlying forecasted foreign currency transaction occurs.  When the transaction occurs, the gain or loss from the derivative designated as a hedge of the transaction is reclassified from accumulated other comprehensive income (loss) to the same line item in the statement of operations in which the foreign currency gain or loss on the underlying hedged transaction is recorded.  If the underlying forecasted transaction does not occur, the amount recorded in accumulated other comprehensive income (loss) is reclassified to the miscellaneous, net, line of the statement of operations in the then-current period.

Because the amounts and the maturities of the derivatives approximate those of the forecasted exposures, changes in the fair value of the derivatives are highly effective in offsetting changes in the cash flows of the hedged items.  Any ineffective portion of the derivatives is recognized in current earnings.

As of December 31, 2003, the Company had contracts to purchase and sell the equivalent of approximately $51.3 million of various currencies to hedge future foreign currency purchases and sales.  These contracts mature on various dates through June 2004.  The Company recorded approximately $2.3 million in net losses from cash flow hedges of forecasted foreign currency transactions in the six months ended December 31, 2003 compared to $0.8 million in net gains in the same period last year.  As of December 31, 2003, the amount that will be reclassified from accumulated other comprehensive income (loss) to earnings within the next twelve months that is associated with these hedges is a loss of approximately $5.9 million.

The Company has entered into cross currency swaps to hedge future cash flows due from foreign consolidated subsidiaries under operating lease agreements.  As of December 31, 2003, the Company had swap contracts in place to purchase and sell the equivalent of approximately $29.5 million in various currencies to hedge quarterly lease commitments through March 2006.  The valuation calculation related to the cross currency swaps was a negative $1.7 million for the six months ended December 31, 2003.  As of December 31, 2003, the amount that will be reclassified from accumulated other comprehensive income (loss) to earnings through the end of fiscal year 2004 is a loss of $5.6 million.

The Company entered into swap contracts in August 2001 and October 2001 to effectively convert interest on $150 million principal amount of its 7.32 percent senior notes due July 1, 2007, from a fixed rate to a floating rate. The Company also entered into swap contracts in March 2002 and April 2002 to effectively convert interest on $200 million of the $300 million principal amount of its 7.125 percent senior notes due February 15, 2007, from a fixed rate to a floating rate.  In December 2003, the Company purchased and retired $10 million of its 7.32 percent senior notes due July 1, 2007 reducing the outstanding principal amount of these notes from $150 million to $140 million.  Also in December 2003, the Company unwound $10 million of its $150 million interest rate swap contract that hedged the retired notes, reducing the notional amount of the swap from $150 million to $140 million.

The objective of these interest rate swap contracts is to offset changes in the fair value of the Company’s fixed rate debt caused by interest rate fluctuations.  The interest rate swap contracts are carried at fair value on the Company’s consolidated balance sheet and the related hedged portion of fixed-rate debt is carried at the remaining principal amount, net of the valuation adjustment for the change in fair value of the debt obligation attributable to the hedged risk.  The valuation adjustment at December 31, 2003, was a positive $23.0 million.

Changes in the fair value of the interest rate swaps and the offsetting changes in the carrying value of the hedged fixed-rate debt are recognized in interest expense in the Company’s consolidated statement of operations.

10

Note 8.  Derivatives (continued)

At December 31, 2003, the Company had contracts to purchase and sell the equivalent of $219.9 million of various currencies to hedge foreign currency denominated loans to foreign subsidiaries.  These contracts mature on various dates through June 2004.  These loans are of a long-term nature.  Adjustments to the carrying value of the foreign currency forward contracts offset the gains and losses on the underlying loans.  At December 31, 2003 market value on these contracts was a negative $8.3 million.

Note 9.  Commitments and Contingencies

The Company has operating lease arrangements for certain machinery and equipment used in several of its production facilities.  These leases expire over the next two years.  Upon expiration of the leases, the Company has the option to purchase the leased equipment for approximately $22 million and the Company has guaranteed the lessors that the equipment will have a residual value of approximately $18 million.  No amount has been accrued for the Company's obligation at the end of the lease term.

At December 31, 2003, the Company and its subsidiaries were involved in several legal actions.  The outcome cannot be predicted with certainty; however, management, based upon advice from legal counsel, believes such actions are either without merit or will not have a material adverse effect on the Company’s financial position or results of operations.

Harman's Board of Directors has authorized the repurchase of a total of 16.0 million shares of common stock.  Through December 31, 2003, the Company had acquired and placed in treasury 12,696,400 shares of its common stock at a total cost of $171.9 million.  The Company did not repurchase any shares of common stock during the six months ended December 31, 2003. The Company expects future share repurchases to be funded with cash generated by operations.  The Board of Directors, at its meeting in June 2003, approved a debt repurchase program of up to $100 million of outstanding debt securities.  The Company had repurchased $10.0 million of outstanding debt securities at December 31, 2003.

Note 10. Stock Based Employee Compensation

On July 1, 2002, the Company adopted SFAS 123 for all stock option grants made on or after July 1, 2002.  As such, an expense for stock options granted in fiscal 2003 and the current fiscal year has been reflected in net income.  Options granted in periods prior to July 1, 2002 continue to be accounted for under the intrinsic-value-based provisions of APB No. 25, "Accounting for Stock Issued to Employees."

The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS 123 to all outstanding and unvested awards in each period presented:

(000s omitted except per share amounts)	Three months ended December 31,				Six months ended December 31,
		2003		2002		2003		2002
Reported net income	$	41,472	$	27,606	$	61,249	$	37,408
Add:  Stock based employee compensation expense included in reported net income, net of tax		1,786		1,147		3,082		1,235
Deduct:  Total stock-based employee compensation expense determined under fair value based method for all awards, net of tax		2,272		2,007		4,176		3,132
Net income, pro forma	$	40,986	$	26,746	$	60,155	$	35,511
Basic EPS, as reported	$	0.63	$	0.43	$	0.93	$	0.58
Basic EPS, pro forma		0.62		0.41		0.92		0.55
Diluted EPS, as reported	$	0.60	$	0.41	$	0.89	$	0.55
Diluted EPS, pro forma		0.59		0.39		0.87		0.52

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Note 11. Recent Accounting Pronouncements

In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51."  FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties.  FIN 46 is effective for all new variable interest entities created or acquired after January 31, 2003.  For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 will be applicable for the first interim or annual period beginning after December 15, 2003.  In July 2003, the FASB added a limited scope project to its agenda to modify FIN 46.  In December 2003, the FASB released a revised version of FIN 46 (hereafter referred to as FIN 46R) clarifying certain aspects of FIN 46 and providing certain entities with exemptions from the requirements of FIN 46.  The Company has adopted the provisions of FIN 46R.  The adoption of FIN 46R did not have a material impact on the Company's financial position or results of operations.

In November 2002, the EITF reached a consensus on Issue No. 00-21, "Revenue Arrangements with Multiple Deliverables."  EITF No. 00-21 addresses the accounting for contractual arrangements in which revenue-generating activities are performed.  In some situations, the different revenue-generating activities (deliverables) are sufficiently separable and there exists sufficient evidence of fair values to account separately for the different deliverables (that is, there are separate units of accounting).  In other situations, some or all of the different deliverables are closely interrelated or there is not sufficient evidence of fair value to account separately for the different deliverables.  EITF 00-21 addresses when and, if so, how an arrangement involving multiple deliverables should be divided into separate units of accounting.  EITF 00-21 is effective for interim periods beginning after June 30, 2003.  The adoption did not have a material impact on the Company's financial position or results of operations.

In April 2003, the FASB issued Statement of Financial Accounting Standards No. 149 ("SFAS 149"), "Amendment of Statement on Derivative Instruments and Hedging Activities."  SFAS No. 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities."  SFAS No. 149 is effective for all contracts created or modified after June 30, 2003.  The Company adopted SFAS 149 on July 1, 2003. The adoption of SFAS 149 did not have a material impact on the Company's consolidated financial statements.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity."  This statement requires the classification of certain financial instruments that embody obligations for the issuer as liabilities (or assets in some circumstances).  This statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003.  The Company does not have financial instruments within the scope of SFAS No. 150.  Therefore, adoption of this statement did not impact the Company's consolidated financial statements.

In December 2003, the FASB issued a revised version of SFAS No. 132 "Employer's Disclosures about Pensions and Other Postretirement Benefits."  This statement requires additional disclosures about assets, obligations, cash flows and net periodic benefit costs of defined benefit plans and other defined benefit postretirement plans.  The disclosure requirements are effective for annual financial statements with fiscal years ending after December 15, 2003 and for interim periods beginning after December 15, 2003.  The Company will adopt the SFAS No. 132 for the quarter ending March 31, 2004.

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Note 12. Stock Split and Amendment to Certificate of Incorporation

On October 1, 2003, the Company announced that its Board of Directors had approved a two-for-one split of its common stock contingent upon stockholder approval of an amendment to the Company's certificate of incorporation to increase the number of authorized shares of common stock from 100 million to 200 million shares.  Stockholders of record as of the close of business on September 15, 2003 were entitled to vote on the proposals.  On November 12, 2003, the proposals to approve the two-for-one stock split and the amendment to the certificate of incorporation were approved by the stockholders at the Company's annual meeting.  All share and per share amounts in this report have been restated to reflect the stock split for all periods presented.

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

OVERVIEW

The Company designs, manufactures and markets high-quality, high fidelity audio products and electronic systems for consumer and professional markets.  The Company is organized into reporting segments based on the end-user markets they serve.  The Consumer Systems Group designs, manufactures and markets loudspeakers, audio electronics and infotainment systems for vehicles, home audio, video and computer applications.  The Professional Group designs, manufactures and markets loudspeakers and electronics used by audio professionals in concert halls, stadiums, airports and other buildings and for recording, broadcast, cinema and music reproduction applications.

Results of operations depend primarily on the sales of audio products and electronic systems in these two markets.  The Company experiences seasonal fluctuations in sales and earnings.  The first quarter is generally the weakest due to automotive model changeovers and the summer holidays in Europe.  The Company's results in sales and earnings may vary due to customer acceptance of our products, general economic condition and competitor offerings. 

The Company's products are sold worldwide with the largest markets being the U.S. and Germany.  The Company's primary manufacturing facilities in the U.S. are located in California, Indiana, Kentucky and Utah.  The Company's primary manufacturing facilities outside the U.S. are located in Germany, Austria, the United Kingdom, Mexico, France, Sweden and Hungary.

RESULTS OF OPERATIONS

Sales

Worldwide net sales for the second quarter ended December 31, 2003 were $691.6 million compared to $560.0 million in the same period last year, an increase of 24 percent.  Currency rates fluctuated significantly when compared to the same period in the prior year.  Foreign currency exchange rate fluctuations contributed approximately $67.1 million to the increase in net sales compared to the same period last year.  For the six months ended December 31, 2003, worldwide net sales were $1.289 billion compared to net sales of $1.051 billion in the same period last year, an increase of 23 percent.  Foreign currency exchange rate fluctuations contributed approximately $114.6 million to the increase in net sales for the six months ended December 31, 2003.

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Presented below is a summary of sales by business segment for the second quarter and six months ended December 31, 2003:

	Three months ended December 31,							Six months ended December 31,
(000s omitted)		2003	%		2002	%			2003	%		2002	%
Net sales:
Consumer Systems Group	$	571,604	83%	$	447,877	80%	$		1,061,781	82%	$	837,632	80%
Professional Group		120,007	17%		112,100	20%			227,124	18%		213,104	20%
Total	$	691,611	100%	$	559,977	100%	$		1,288,905	100%	$	1,050,736	100%

Consumer Systems Group reported net sales of $571.6 million for the second quarter ended December 31, 2003 compared to $447.9 million in the same period last year, an increase of 28 percent.  Foreign currency exchange rate fluctuations contributed approximately $61.5 million to the increase in Consumer Systems Group net sales in the second quarter.  Net sales also increased due to higher sales to automotive customers.  Sales to automotive customers increased 42 percent ($136.7 million) over the second quarter of fiscal 2003, due primarily to increased sales of infotainment systems to European automakers and increased sales of premium branded audio systems to Toyota and Lexus.  In the quarter, sales increased, in part, due to higher sales of infotainment systems for the BMW 5 Series.  Sales to BMW were favorably impacted when another supplier to BMW was unable to fulfill BMW's requirements for certain models of its 5 Series and the Company was able to successfully fulfill those orders.  We cannot predict if, or to what degree, sales to BMW in future periods will be affected by similar circumstances.  Consumer home audio sales of speakers and electronics to retail customers decreased $4.9 million compared to the prior year primarily due to lower Specialty Group (Mark Levinson brand) sales.  Sales to computer manufacturers were lower by $8.1 million primarily due to the phase out of several supply agreements with computer manufacturers.

Consumer Systems Group reported net sales of $1.062 billion for the six months ended December 31, 2003 compared to $837.6 million in the same period last year, an increase of 27 percent.  Foreign currency exchange rate fluctuations contributed approximately $105.4 million to the increase in Consumer Systems Group net sales for the six months ended December 31, 2003.  For the six months ended December 31, 2003, sales to automotive customers increased 40 percent ($246.4 million) compared to the same period last year.  Increased sales of infotainment systems to European automakers and increased sales of premium branded automotive audio systems to domestic automakers both contributed to the increase over prior year.  Sales were also favorably impacted due to higher sales to BMW for its 5 Series platform as described above.  For the six months ended December 31, 2003, sales of speakers and electronics to retail customers decreased $6.8 million compared to the prior year and sales to computer manufacturers were down $15.4 million compared to the prior year.

Professional Group reported net sales of $120.0 million for the second quarter ended December 31, 2003 compared to $112.1 million in the same period last year, an increase of $7.9 million or 7 percent.  The impact of foreign currency exchange rate fluctuations contributed approximately $5.6 million to the increase in net sales in the quarter compared to the prior year.  JBL, Harman Music Group, UK Mixer and AKG all contributed to the higher sales above last year's levels while the remainder of the group experienced slightly lower sales from the previous year.

For the six months ended December 31, 2003, Professional Group reported net sales of $227.1 compared to $213.1 in the same period last year, an increase of $14.0 million or 7 percent.  Foreign currency exchange rate fluctuations contributed approximately $9.2 million to the increase in net sales.  AKG continues to contribute to the sales growth with strong sales of microphones to the automotive customers.  JBL, Crown, Harman Music Group, AKG and UK Mixer all reported sales increases while Studer reported lower sales from the previous year.

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Gross Profit

The gross profit margin for the quarter ended December 31, 2003 was 31.7 percent ($219.3 million) compared to 28.5 percent ($159.4 million) in the same period last year.  Gross profit margin for the quarter ended December 31, 2003 increased primarily due to higher sales to automotive customers, which resulted in a shift in the Company's overall product mix to higher margin products.  Gross profit margin also improved due to several infotainment programs that were in the initial production phases in the prior period last year.  These include Mercedes-Benz E Class and BMW 7 Series.  Gross margin increases were offset by a write-down of $5.6 million for impaired assets at AKG.  The Company determined that the long-term prospects of the AKG OEM telecom business are not as strong as previously expected and certain assets required an impairment provision.  Management continues to believe that sales of infotainment and audio systems to automotive customers will continue to represent an increased percentage of sales throughout fiscal 2004, compared to the prior year.

The gross profit margin for the six months ended December 31, 2003 was 31.0 percent ($400.2 million) compared to 28.5 percent ($299.5 million) in the same period last year.  Higher sales to automotive customers and improved margins at JBL, Crown and Harman Music Group all contributed to the higher margins for the six months ended December 31 2003.

Selling, General and Administrative Expenses

Selling, general and administrative costs as a percentage of sales were 22.2 percent ($153.4 million) for the quarter ended December 31, 2003 and 23.4 percent of sales ($301.0 million) for the six months ended December 31, 2003.  Selling, general and administrative costs were 20.7 percent of sales ($116.1 million) for the second quarter ended December 31, 2002 and 22.5 percent of sales ($236.2 million) for the six months ended December 31, 2002.  Selling, general and administrative expenses primarily increased due to higher research and development costs.  Consolidated research and development costs were $53.6 million for the second quarter of fiscal 2004 compared to $29.2 million in the same period in the prior year and $100.6 million and $64.8 million, respectively, for the six months ended December 31, 2003 and 2002.  The Consumer Systems Group research and development costs represent the majority of the increase, primarily due to the continued increased spending associated with the development of infotainment systems for automotive customers.  The Company expects research and development expenses to remain at current levels throughout fiscal 2004.  For the second quarter and six months ended December 31, 2003, selling, general and administrative expenses includes other operating expenses at Studer ($1.8 million) and UK Mixer ($1.8 million) related to integrating the two businesses.  Selling, general and administrative expenses also include the cost associated with expensing stock options in accordance with SFAS 123.  Stock option expense for the second quarter and six months ended December 31, 2003, was $2.5 million and $4.3 million, respectively, compared to $1.6 million and $1.7 million, respectively, for the same periods last year.

Operating Income

Operating income as a percentage of sales was 9.5 percent ($65.9 million) for the second quarter ended December 31, 2003, compared to 7.7 percent ($43.3 million) for the same period in the prior year.  Operating income as a percent of sales was 7.7 percent ($99.2 million) for the six months ended December 31, 2003, compared to 6.0 percent ($63.3 million) for the same period in the prior year.  Operating income as a percentage of sales for the second quarter and six months ended December 31, 2003 increased primarily due to a change in product mix as a greater percentage of the Company’s sales during these periods were from higher margin Consumer System Group sales to automobile manufacturers.  Operating income as a percentage of sales for the second quarter and six months ended December 31, 2003, was offset due to lower operating margins at Studer and AKG, primarily due to the write down of impaired assets at AKG and reorganization costs at Studer to combine Studer into the UK Mixer Group.

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Interest Expense

Interest expense was $4.5 million for the second quarter ended December 31, 2003 compared to $5.6 million in the same quarter last year.  For the six months ended December 31, 2003, interest expense was $9.4 million compared to $11.5 million in the same period last year.  Weighted average borrowings outstanding were $464.2 million for the second quarter ended December 31, 2003 and $464.9 million for the six months ended December 31, 2003, compared to $465.4 million and $452.4 million, respectively, for the same periods in the prior year.  The weighted average borrowings exclude the average fair value of the interest rate swaps of $24.7 million and $25.5 million for the second quarter and six months ended December 31, 2003, respectively, and average swap values of $29.1 million and $24.0 million for the three and six months ended December 31, 2002, respectively.

The weighted average interest rate on borrowings was 3.9 percent for the second quarter ended December 31, 2003 and 4.1 percent for the six months ended December 31, 2003.  The weighted average interest rates for the comparable periods in the prior year were 4.8 percent and 5.1 percent, respectively.  The Company reduced interest expense through the use of interest rate swaps, effectively converting fixed rate debt to lower floating rates for the three and six months ended December 31, 2003 and 2002.

Miscellaneous Expenses

Miscellaneous expenses were $1.3 million for the second quarter ended December 31, 2003 and $1.9 million for the six months ended December 31, 2003 compared to $0.4 million and $1.3 million, respectively, in the same periods last year.  Miscellaneous expenses are comprised primarily of bank charges and include a net $0.5 million expense for costs associated with the repurchase in December 2003 of $10 million principal amount of the Company's 7.32 percent senior notes.

Income Taxes

Income taxes for the second quarter ended December 31, 2003, were $18.5 million, compared to $9.7 million in the prior year.  For the six months ended December 31, 2003, the Company reported income tax expense of $26.6 million, compared with income tax expense of $13.1 million, for the same period last year.

The effective tax rate for the second quarter ended December 31, 2003, was 30.9 percent, compared to 26.0 percent in the prior year.  The effective tax rate for the six months ended December 31, 2003, was 30.3 percent compared to 26.0 percent in the same period last year.  The Company projects the tax rate for the current fiscal year to be between 30 percent and 31 percent.  The effective tax rate is higher in the current periods as a result of a change in the tax laws in Europe and more income being taxed at the highest marginal rate than previously estimated.  The effective tax rates in fiscal 2004 and 2003 are below the U.S. statutory rate due to utilization of tax credits, realization of certain tax benefits for United States exports and the utilization of tax loss carryforwards at certain foreign subsidiaries.  The Company determines its effective tax rate based upon its current estimate of annual results.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

The Company finances its working capital requirements primarily through cash generated by operations, cash borrowings and trade credit.

The Company’s long-term debt at December 31, 2003, consisted primarily of $300 million of 7.125 percent senior notes, due February 15, 2007, and $140 million of 7.32 percent senior notes due July 1, 2007.  In December 2003, the Company purchased and retired $10 million of its 7.32 percent senior notes, reducing the outstanding principal amount from $150 million to $140 million.

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The Company is party to a $150 million multi-currency revolving credit facility with a group of eight banks.  This facility expires on August 14, 2005.  At December 31, 2003 the Company had no borrowings and outstanding letters of credit of $18.5 million under this facility.  Unused availability under the revolving credit facility was $131.5 million at December 31, 2003.  The interest rates under the revolving credit facility float with base rates.  The Company also had capital leases and other long-term debt of $11.1 million at December 31, 2003.

Capital expenditures for the second quarter ended December 31, 2003, were $34.2 million, compared to $33.8 million in the prior year.  Capital expenditures for the six months ended December 31, 2003 were $62.2 million compared to $61.0 million for the same period last year.  The slight increase from the prior period is due primarily to facilities expansion projects required to accommodate added production for automotive customers.

Net working capital at December 31, 2003 was $494.7 million, compared with $480.2 million at June 30, 2003.  Working capital increased $14.5 million from June 30, 2003 primarily due to higher cash and cash equivalents and receivables balances at December 31, 2003.  The net working capital increase was offset by lower inventory and higher accrual balances at December 31, 2003 compared to the June 30, 2003 balances.

Total shareholders’ equity at December 31, 2003 was $769.2 million compared with $655.8 million at June 30, 2003.  The increase is primarily due to net income of $61.2 million and positive foreign currency translation of $47.5 million due to the strengthening of the Euro against the U.S. dollar.

The Company did not repurchase any shares of common stock in the six months ended December 31, 2003.  Since the share repurchase program began in 1998, the Board of Directors has authorized the repurchase of a total of 16.0 million shares.  From the inception of the share repurchase program through December 31, 2003, the Company has acquired and placed in treasury 12,696,200 shares of its common stock at a total cost of $171.9 million.  Future share repurchases are expected to be funded with cash generated by operations.

The Company will continue to have cash requirements to support seasonal working capital needs, capital expenditures, interest and principal payments, dividends and share repurchases.  The Company intends to use cash on hand, cash generated by operations and borrowings under its existing revolving credit facility to meet these needs.  The Company believes that cash from these sources will be adequate to meet its cash requirements over the next 12 months.  At December 31, 2003, the Company had $217.9 million of cash and cash equivalents compared to $147.9 million at June 30, 2003.

The Company has restrictions on dividends and stock repurchases under its revolving credit agreement and the indenture under which the Company’s 7.32 percent senior notes due July 2007 were issued.  The most restrictive of these covenants would limit the Company’s ability to make dividend payments and to purchase capital stock to $55.6 million for the remainder of fiscal 2004.  Neither the credit agreement nor the indentures for the senior notes restrict the Company from transferring assets to or from its subsidiaries in the form of loans, advances or cash dividends.

The Company is subject to various risks (as discussed under the caption "Forward Looking Statements") including dependence on key customers.  For the six months ended December 31, 2003, sales to DaimlerChrysler and BMW accounted for 28.9 percent and 13.5 percent, respectively, of the Company's total consolidated sales.  Accounts receivable due from DaimlerChrysler and BMW accounted for 22.3 percent and 7.7 percent, respectively, of total consolidated accounts receivable at December 31, 2003.  In the same period last year, sales to DaimlerChrysler and BMW accounted for 23.2 percent and 7.8 percent, respectively, of the Company's total consolidated sales.  Accounts receivable due from DaimlerChrysler and BMW accounted for 17.0 percent and 5.8 percent, respectively, of total consolidated accounts receivable at December 31, 2002.

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The Company anticipates that DaimlerChrysler and BMW will continue to account for a significant portion of our sales and receivables for the foreseeable future.  DaimlerChrysler and BMW are not obligated to any long-term purchase of our products.  The loss of sales to DaimlerChrysler and/or BMW could have a material adverse effect on our consolidated sales, earnings and financial position.

FORWARD LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act and 21E of the Exchange Act of 1934.  You should not place undue reliance on these statements.   Forward-looking statements include information concerning possible or assumed future results of operations, capital expenditures, the outcome of pending legal proceedings and claims, including environmental matters, goals and objectives for future operations, including descriptions of our business strategies and purchase commitments from customers.  These statements are typically identified by words such as “believe”, “anticipate”, “expect”, “plan”, “intend”, “estimate”, and similar expressions.  We base these statements on particular assumptions that we have made in light of our industry experience, as well as our perception of historical trends, current conditions, expected future developments and other factors that we believe are appropriate under the circumstances.  As you read and consider the information in this report, you should understand that these statements are not guarantees of performance or results.  In light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained in this report will in fact transpire.

Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial condition or results of operations and could cause actual results to differ materially from those expressed in the forward-looking statements.  These factors include, among other things:

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· strikes, work stoppages and labor negotiations at our facilities or the facilities of our automotive customers such as Chrysler, BMW, Mercedes Benz and Toyota or work stoppages at a common carrier;

· changes in consumer confidence and spending;

· automobile industry sales and production rates and the willingness of automobile purchasers to pay for the option of a premium branded automotive audio system and/or a multi-functional infotainment system;

· model-year changeovers in the automotive industry;

· our ability to satisfy contract performance criteria, including technical specifications and due dates;

· competition in the consumer and/or professional markets in which we operate;

· the outcome of pending or future litigation and administrative claims, including patent and environmental matters;

· the loss of one or more significant customers, including our automotive customers;

· changes in foreign currency rates;

· our ability to adapt to technological advances and innovation on a cost-effective and timely basis;

· general economic conditions; and

· world political stability.

In light of these risks and uncertainties, we cannot assure you that the results and events contemplated by the forward-looking statements contained in this report will in fact transpire.  For additional information regarding the factors that may affect our actual financial condition and results of operations, see the information under the caption "Forward Looking Statements" in our Annual Report on Form 10-K for the fiscal year ended June 30, 2003.

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Securities and Exchange Commission requires the Company to include information about potential effects of market risks, including changes in interest rates and currency exchange rates, on our financial statements.  Since June 30, 2003 there have been no material changes in the qualitative aspects of the Company’s market risk profile.

Interest Rate Risk

The Company entered into swap agreements in August 2001 and October 2001 to effectively convert interest on $150 million principal amount of 7.32 percent senior notes due July 1, 2007 from a fixed rate to a floating rate.  The Company entered into swap agreements in March 2003 and April 2003 to effectively convert interest on $200 million of the $300 million principal amount of its 7.125 percent senior notes due February 15, 2007, from a fixed

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rate to a floating rate.  In December 2003, the Company purchased and retired $10 million of its 7.32 percent senior notes due July 1, 2007 reducing the outstanding principal amount of these notes from $150 million to $140 million.  Also in December 2003, the Company unwound $10 million of its interest rate swap that hedged the retired notes reducing the notional amount of the swap from $150 million to $140 million.

To assess exposure to interest rate changes, the Company prepared a sensitivity analysis assuming a hypothetical 100 basis point change in interest rates across all maturities.  At December 31, 2003, this analysis indicated that a 100 basis point increase or decrease in interest rates would increase or decrease net income, on an annualized basis, net of taxes, by approximately $1.2 million.

The Company is subject to counterparty risk under the interest rate swaps described above.  Counterparties or interest rate movements may expose the Company to losses in the event of non-performance.  The Company does not, however, anticipate any such nonperformance.

Foreign Currency Risk

The effect of changes in currency exchange rates, principally the change in the value of the Euro compared to the U.S. dollar, has an impact on the Company’s reported results when the financial statements of foreign subsidiaries are translated into U.S. dollars.  Since June 30, 2003 (the end of our prior fiscal year), the Euro has increased approximately 9 percent when compared to the U.S. dollar.

To assess exposure to foreign currency changes, the Company prepared an analysis assuming a hypothetical 10 percent change in foreign currency rates across all currencies used by our subsidiaries.  This analysis indicated that a 10 percent increase or decrease in foreign exchange rates would have increased or decreased income before income taxes by $7.7 million and $6.9 million, respectively, for the six months ended December 31, 2003.

In addition to the United States, the Company maintains significant operations in Germany, the United Kingdom, France, Austria, Hungary, Mexico, China and Sweden.  As a result, we have exposure to foreign currency gains and losses.  The Company hedges a portion of this foreign currency exposure by incurring liabilities, including loans, denominated in the local currencies where our subsidiaries are located.

The Company purchases products and raw materials in various currencies.  As a result, the Company may be exposed to cost increases relative to local currencies in the markets in which it sells products.  To mitigate this risk, the Company enters into foreign exchange contracts and other hedging activities.  Foreign currency positions are also partially offsetting and are netted against one another to reduce exposure.

The Company is exposed to market risks arising from changes in foreign exchange rates, principally the change in the value of the Euro compared to the U.S. dollar.  Competitive conditions in the Company’s markets may limit its ability to increase prices in the event of adverse changes in currency exchange rates.  For example, certain products made in the U.S. are sold outside of the U.S.  Sales of these products are affected by the value of the U.S. dollar relative to other currencies.  Any long-term strengthening of the U.S. dollar could depress the demand for these U.S. manufactured products and reduce sales.  However, due to the multiple currencies involved in the Company’s business and the netting effect of various simultaneous transactions, the Company’s foreign currency positions are partially offsetting.

See Note 8 to the financial statements included in this report and the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2003 for more information regarding the Company’s exposure to market risk.

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Item 4.                                               CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures  Under the supervision and with the participation of the Company’s management, including the Company’s Executive Chairman, Chief Executive Officer and Chief Financial Officer, the Company has evaluated the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934) as of the end of the period covered by this quarterly report on Form 10‑Q.  Based on that evaluation, the Company’s Executive Chairman, Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effectiveto provide reasonable assurance that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms.  The Company notes that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Change in Internal Control Over Financial Reporting  There has not been any change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) as promulgated by the Securities and Exchange Commission under the Securities Act of 1934) during the Company’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II:  OTHER INFORMATION

Item 4.         SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company's 2003 Annual Meeting of Stockholders was held on November 12, 2003.  The following items of business were presented to the stockholders at the annual meeting.  The numbers of votes or abstentions below have not been adjusted to reflect the stock split described above.

Election of Directors

At the annual meeting, three directors were elected to serve terms expiring at the Company's 2006 Annual Meeting of Stockholders.  The vote with respect to the election of these directors was as follows:

Name	Total Vote for Each Director	Total Vote Withheld From Each Director
Edward H. Meyer	29,440,202	923,210
Gregory P. Stapleton	29,820,948	542,464
Stanley A. Weiss	29,428,229	935,183

Sidney Harman, Shirley Mount Hufstedler, Bernard A. Girod and Ann McLaughlin Korologos continue to serve as directors of the Company.

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Stock Split and Related Amendment to Certificate of Incorporation

At the annual meeting, the stockholders approved a two-for-one split of the Company's common stock and a related amendment to the certificate of incorporation to increase the number of shares of common stock authorized to be issued under the certificate of incorporation from 100 million to 200 million.  The vote on such proposal was as follows:

For                                           29,347,906
Against                                       1,007,080
Abstentions                                        8,426
Broker Non-Votes                                    0
                                    Total     30,363,412

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Item 6.		Exhibits and Reports on Form 8-K
	(a)	Exhibits required by Item 601 of Regulation S-K
		3.1		Restated Certificate of Incorporation of the Company, as amended.
		10.1		Amendment No. 2 to the Harman International Industries, Inc. Deferred Compensation Plan, effective December 16, 2003.
		10.2		First Amendment to the Harman International Industries, Incorporated Retirement Savings Plan, dated as of November 8, 2002.
		10.3		Fourth Amendment to the Harman International Industries, Incorporated Retirement Savings Plan, dated as of November 12, 2003.
		31.1		Certification of Sidney Harman pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
		31.2		Certification of Bernard A. Girod pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
		31.3		Certification of Frank Meredith pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
		32.1		Certification of Sidney Harman, Bernard A. Girod and Frank Meredith, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	(b)	Reports on Form 8-K
			During the quarter ended December 31, 2003, the Company furnished a Report on Form 8-K dated October 22, 2003 containing information pursuant to Items 7, 9 and 12 relating to the announcement of the Company's earnings for the quarter ended September 30, 2003.

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SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Harman International Industries, Incorporated has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Harman International Industries, Incorporated
	(Registrant)
Date:  February 17, 2004	By: /s/ Bernard A. Girod
	Bernard A. Girod Vice Chairman and Chief Executive Officer
Date:  February 17, 2004	By: /s/ Frank Meredith
	Frank Meredith Executive Vice President and Chief Financial Officer

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EX-3.1

Exhibit 3.1

RESTATED
CERTIFICATE OF INCORPORATION
of
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

(1)     The Corporation’s present name is HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED.

(2)     The date of filing of the Corporation’s original certificate of incorporation with the Secretary of State of Delaware was January 31, 1980.

(3)     The Corporation was originally incorporated under the name HARCO INDUSTRIES, INC.

(4)     This Restated Certificate of Incorporation has been duly proposed by resolution of the Board of Directors of the Corporation and has been duly adopted by the stockholders of the Corporation in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware.

(5)     The certificate of incorporation of the Corporation, including amendments set forth herein but not separately filed, is restated and integrated to read in full as follows:

FIRST: The name of the Corporation is HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED.

SECOND:       The registered office of the Corporation in the State of Delaware is located at 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

THIRD:            The purpose of the Corporation is to engage in the design, development, manufacture and distribution of audio and video system components and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH:        (a)        The total number of shares of capital stock which the Corporation is authorized to issue is 20,000,000 shares, consisting of 5,000,000 shares of Preferred Stock, of the par value $0.01 per share (the “Preferred Stock”), and 15,000,000 shares of Common Stock of the par value $0. 01 per share (the “Common Stock”).

                         (b)        A holder of Common Stock shall, except as may otherwise provided in accordance with subparagraph (c) hereof, be entitled to one (1) vote on each matter submitted to a vote at a meeting of stockholders for each share of Common Stock held of record by such holder as of the record date for such meeting.

                         ( c)       The Preferred Stock may be issued in one or more series. The Board of Directors is hereby authorized to issue the shares of Preferred Stock in such series and to fix from time to time before issuance the number of shares to be included in any series and the designation, relative powers, preferences and rights and qualifications, limitations or restrictions of all shares of such series. The authority of the Board of Directors with respect to each series shall include, without limiting the generality of the foregoing, the determination of any or all of the following:

                                     (i)     the number of shares of any series and the designation to distinguish the shares of such series from the shares of all other series;

                                     (ii)     the voting powers, if any, and whether such voting powers are full or limited, in such series;

                                     (iii)     the redemption provisions, if any, applicable to such series, including the redemption price or prices to be paid;

                                     (iv)     whether dividends, if any, shall be cumulative or noncumulative, the dividend rate of such series, and the dates and preferences of dividends on such series;

                                     (v)     

the rights of such series upon the voluntary or involuntary dissolution of, or upon any distribution of the assets of, the Corporation;

                                     (vi)     the provisions, if any, pursuant to which the shares of such series are convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock, or any other security, of the Corporation or any other corporation, and price or prices or the rates of exchange applicable thereto;

                                     (vii)     the right, if any, to subscribe for or to purchase any securities of the Corporation or any other corporation;

                                     (viii)     the provisions, if any, of a sinking fund applicable to such series; and

                                     (ix)     any other relative, participating, optional or other special powers, preferences, rights, qualifications, limitations or restrictions thereof;

all as shall be determined from time to time by the Board of Directors and shall be stated in said resolution or resolutions providing for the issuance of such Preferred Stock (a “Preferred Stock Designation”).

                         (d)     Except as may be provided in this Restated Certificate of Incorporation or by the Board of Directors in any Preferred Stock Designation, or as otherwise required by law, the Common Stock shall have the exclusive right to vote for the election of Directors and for all other purposes, and holders of Preferred Stock shall not be entitled to receive notice of any meeting of stockholders at which they are not entitled to vote or consent.

             FIFTH:     In furtherance of, and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized and empowered adopt, amend or repeal the By-Laws of the Corporation; provided, however, that the By-Laws adopted by the Board of Directors under the powers hereby conferred may be amended or repealed, or a provision inconsistent therewith adopted, by the Board of Directors or by the stockholders, having voting power with respect thereto, except that any provision of the By-Laws which is to the same effect as Articles Fifth, Seventh and Eighth of this Restated Certificate of Incorporation shall not be amended or repealed, nor shall any provision inconsistent with such By-Laws be adopted, without the affirmative vote of the holders of at least 80 percent of the combined voting power of all shares of the Corporation entitled to vote generally in the election of Directors, voting together as a single class. Notwithstanding anything contained in this Restated Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 80 percent of the combined voting power of all shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to, or adopt amend or repeal any provision inconsistent with, this Article Fifth.

             SIXTH     The stockholders and Board of Directors of the Corporation shall have power to hold their meetings and to have one or more offices of the Corporation within or without the State of Delaware, and to keep the books of the Corporation within or without the State of Delaware at such place or places as may from time to time be designated by the Board of Directors.

             SEVENTH:     After October 15, 1986, no action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation may be taken by written consent without a meeting. Notwithstanding anything contained in this Restated Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 80 percent of the combined voting power of all shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, change, amend, repeal or adopt any provision inconsistent with, this Article Seventh.

             EIGHT:     Section1.   Number, Election and Terms of Directors.  Subject to the rights, if any, of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect additional Directors under specified circumstances, the number of the Directors of the Corporation shall be fixed from time to time by or pursuant to the By-Laws of the Corporation. The Directors, other than those who may be elected by the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, shall be classified with respect to the time for which they severally hold office into three classes, as nearly their equal in number as possible, as shall be provided in the manner specified in the By-Laws of the Corporation. At or before the annual meeting of the stockholders to be held in 1986, one class shall be originally elected for a term expiring at the annual meeting of stockholders to be held in 1987, another class shall be originally elected for a term expiring at the annual meeting of the stockholders to be held in 1988, and another class shall be originally elected for a term expiring at the annual meeting of stockholders to be held in 1989, with the members of each class to hold office until their successors are elected and qualified. Commencing with the annual meeting of the stockholders of the Corporation to be held in 1987, Directors of each class the term of which shall then expire shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election and until their successors are elected and qualified.

             Section 2.     Stockholder Nomination of Director Candidates.  Advance notice of stockholder nominations for the election of Directors shall be given in the manner provided in the By-Laws of the Corporation.

             Section 3.     Newly Created Directorships and Vacancies.  Subject to the rights, if any, of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect Directors under specified circumstances, newly created directorships resulting from any increase in the number of Directors and any vacancies, on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled only by the affirmative vote of a majority of the remaining Directors then in office, even though less than a quorum of the Board of Directors. Any Director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of Directors in which the new directorship was created or the vacancy occurred and until such Director’s successor shall have been elected and qualified. No decrease in the number of Directors constituting the Board of Directors shall shorten the term of an incumbent Director.

             Section 4.     Removal.  Subject to the rights, if any, of the holders of any class or series of stock having preference over the Common Stock as to dividends or upon liquidation to elect additional Directors under specified circumstances, any Director may be removed from office only for cause and by the affirmative vote of the holders of at least 80 percent of the combined voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of Directors, voting together as a single class.

             Section 5.     Amendment, Repeal or Alteration.  Notwithstanding anything contained in this Restated Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 80 percent of the combined voting power of the outstanding shares of the capital stock of the Corporation entitled to vote in the election of Directors, voting together as a single class, shall be required to alter, change, amend, repeal or adopt any provision inconsistent with, this Article Eighth.

             NINTH:     Section 1.   Applicability of Article.  Except as otherwise expressly provide in Section 4 of this Article Ninth, none of the actions or transactions listed below shall be effected by the Corporation, or approved by the Corporation as a stockholder of any majority owned subsidiary of the Corporation if, as of the record date for the determination of the stockholders entitled to vote thereon, any Interested Stockholder (as hereinafter defined) exists, unless the applicable requirements of Sections 3, 4, 5, 6 and 7 of this Article Ninth are fully complied with:

                         (a)     Any merger or consolidation of the Corporation or any of its majority owned subsidiaries with (i) any Interested Stockholder (as hereinafter defined) or (ii) any other corporation (whether or not itself an Interested Stockholder) which is, or after such merger or consolidation would be, an Affiliate (as hereinafter defined) of an Interested Stockholder; or

                         (b)     any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any Interested Stockholder or any Affiliate of any Interested Stockholder of any assets of the Corporation or any of its majority owned subsidiaries having an aggregate Fair Market Value (as hereinafter defined) of $10,000,000 or more; or

                         (c)     the issuance or transfer by the Corporation or any of its majority owned subsidiaries (in one transaction or a series of transactions) of any securities of the Corporation or any of its majority owned subsidiaries to any Interested Stockholder or any Affiliate of any Interested Stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of $10,000,000 or more; or

                         (d)     the adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of an Interested Stockholder or any Affiliate of any Interested Stockholder; or

                         (e)     any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its majority owned subsidiaries or any other transaction (whether or not with or into or otherwise involving an Interested Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation of any majority owned subsidiaries which is directly or indirectly owned by any Interested Stockholder or any Affiliate of any Interested Stockholder.

             Section 2.     Business Combination.  The term “Business Combination” as used in this Article Ninth shall mean any transaction which is referred to in any one or more of subparagraphs (a) through (e) of Section 1 hereof.

             Section 3.     Stockholder Vote Required.  The actions and transactions described in Section 1 of this Article Ninth shall have been authorized by the affirmative vote of at least 80 percent of the combined voting power all of the outstanding shares of Voting Stock, voting together as a single class.

             Section 4.     Minimum Price Required.  Notwithstanding Section 3 hereof, the 80 percent voting requirement shall not be applicable if:

                         (a)     any action or transaction specified in Section 1 hereof is approved by the Corporation’s Board of Directors and by a majority of the Disinterested Directors (as hereinafter defined); or

                         (b)     in the case of any action or transaction pursuant to which the holders of the capital stock of the Corporation are entitled to receive cash, property, securities or other consideration, the aggregate amount of the cash and the Fair Market Value (as hereinafter defined) of the property, securities or other consideration to be received per share by holders of the capital stock of the Corporation in such action or transaction is not less than the higher of

                                     (i)     the highest price per share paid by the Interested Stockholder in acquiring any of its holdings of capital stock of the Corporation within the two year period immediately prior to the first public announcement of the proposal of the Business Combination (the “Announcement Date”) or in the transaction in which it became an Interested Stockholder, whichever is higher, or

                                     (ii)     the Fair Market Value per share of the applicable class of capital stock of the Corporation on the Announcement Date or on the dates on which the Interested Stockholder became an Interested Stockholder, whichever is greater.

                                     (c)     The consideration to be received by holders of a particular class of outstanding Voting Stock shall be in cash or in the same form as the Interested Stockholder has previously paid for shares of such class of Voting Stock. If the interested Stockholder has paid for shares of any class of Voting Stock with varying forms of consideration, the form of consideration for such class of Voting Stock shall be either cash or the form used to acquire the largest number of shares of such class of Voting Stock previously acquired by it.

             Section 5.     Restrictions on Certain Actions.  After becoming an Interested Stockholder and prior to consummation of such action or transaction, (a) such Interested Stockholder shall not have acquired from the Corporation or any of its majority owned subsidiaries any newly issued or treasury shares of capital stock or any newly issued securities convertible into or exchangeable for capital stock of the Corporation or any of its majority owned subsidiaries, directly or indirectly (except upon conversion or exchange of convertible or exchangeable securities acquired by it prior to becoming a Interested Stockholder or as a result of a pro rata stock dividend or stock split or other distribution of stock to all Stockholders pro rata); and (b) such Interested Stockholder shall not have received the benefit directly or indirectly (except proportionately as a stockholder) of any loans, advances, guarantees, pledges or other financial assistance or tax credits provided by the Corporation or any of its majority owned subsidiaries, or made any major changes in the Corporation’s or any of its majority owned subsidiaries’ businesses or capital structures or reduced the current annual rate of dividends payable on the Corporation’s capital sock below the rate in effect immediately prior to the time such Interested Stockholder became a Interested Stockholder.

             Section 6.     Proxy Statement Required.  A proxy statement responsive to the requirements of the Securities Exchange Act of 1934, whether or not the Corporation is then subject to such requirements, shall be mailed to the stockholders of the Corporation for the purpose of soliciting stockholder approval of such action or transaction and shall contain at the front thereof, in a prominent place, any recommendations as to the advisability of the action or transaction which the Disinterested Directors may choose to state.

             Section 7.     Certain Definitions.           For the purpose of this Article Ninth,

                                     (a)     The term “Interested Stockholder” shall mean any person (including any Affiliate thereof) other than the Corporation or any of its subsidiaries and other than any profit sharing, employee stock ownership or other employee benefit plan of the Corporation or any of its subsidiaries or any trustee of or fiduciary with respect to any such plan when acting in such capacity who or which owns beneficially or controls, directly or indirectly, 20 percent or more of the outstanding shares of Voting Stock of the Corporation.

                                     (b)     A person shall be a “beneficial owner” of any Voting Stock:

                                                 (i)     which such person or any of its Affiliates or Associates (as hereinafter defined) beneficially owns, directly or indirectly; or

                                                 (ii)     which such person or any of its Affiliates or Associates has the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or has the right to vote pursuant to any agreement, arrangement or understanding; or

                                                 (iii)which are beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliate or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Voting Stock.

                                     (c)     For the purposes of determining whether a person is an Interested Stockholder pursuant to subparagraph (a) hereof, the number of shares of Voting Stock deemed to be outstanding shall include shares deemed owned through application of subparagraph (b) hereof but shall not include any other shares of Voting Stock which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, exchange rights, warrants or options, or otherwise.

                                     (d)     The terms “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on January 1, 1986.

                                     (e)    The term “Disinterested Director” shall mean any member of the Board (i) who was a director on the Base Date, or (ii) who is unaffiliated with the Interested Stockholder and who was a member of the Board prior to the time that the Interested Stockholder became an Interested Stockholder, or (iii) any successor of a Disinterested Director if such successor is unaffiliated with the Interested Stockholder and if such successor was recommended or elected to succeed a Disinterested Director by a majority of Disinterested Directors then on the Board.

                                     (f)     The term “Fair Market Value” shall mean: (i) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing sale price (or, if unavailable, bid quotation) with respect to a share of such stock during the 30-day period preceding the date in question or the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use, or if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by the Board in good faith; and (ii) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by the Board in good faith.

                                     (g)     The term “Voting Stock” shall mean the Common Stock but not (unless and to the extent provided to the contrary in the relevant Preferred Stock Designation) the Preferred Stock.

             Section 8.     Determination by the Board of Directors.  The Board of Directors of the Corporation shall have the power and duty to determine for the purposes of this Article Ninth, on the basis of information then known to the Board of Directors, whether (a) any Interested Stockholder exists or is an Affiliate or an Associate of another, and (b) any proposed transaction constitutes a transaction specified in Section 1 of this Article Ninth. Any such determination by the Board of Directors shall be conclusive and binding for all purposes.

             Section 9.     Alteration, Amendment or Repeal.  Notwithstanding anything contained in this Restated Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 80 percent of all of combined voting power the outstanding shares of Voting Stock, voting together as a single class, shall be required to alter, amend, repeal, or adopt any provision inconsistent with, this Article Ninth.

             TENTH:     To the full extent permitted by the General Corporation Law of the State of Delaware (including the amendments thereto effective July 1, 1986) or any other applicable laws as presently or hereafter in effect, no Director of the Corporation shall be personally liable to the Corporation or its stockholders for or with respect to any acts or omissions in the performance of his or her duties as a Director of the Corporation. No amendment to or repeal of this Article TENTH shall apply to or have any effect on the liability or alleged liability of any Director of the Corporation for or with respect to any acts or omissions of such Director occurring prior to such amendment.

             ELEVENTH:     Elections of directors need not be by written ballot unless the Bylaws of the Corporation so provide.

             TWELFTH:     The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation, including in a Preferred Stock Designation, in the manner now or hereafter prescribed by applicable law and this Restated Certificate of Incorporation, including any applicable Preferred Stock Designation, and all rights conferred upon stockholders herein are created subject to this reservation.

             IN WITNESS WHEREOF, HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED has caused this Restated Certificate of Incorporation to be signed under penalties of perjury by Donald J. Esters, its President, and attested by Jane Harman, its Secretary, as of this 6th day of October, 1986.

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED

By:  /s/ Sidney Harman            
       Dr. Sidney Harman

       Chairman of the Board

Attest:

/s/ Jane Harman     

     Jane Harman

     Secretary

CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED

             Harman International Industries, Incorporated, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that the amendments to the Restated Certificate of Incorporation of the Corporation set forth below were duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware:

             1.     That Articles FIFTH, SEVENTH, EIGHTH and NINTH of the Restated Certificate of Incorporation be amended to decrease the percentage vote of the stockholders required to authorize or effect any of the actions or transactions described in said Articles from an 80 percent majority to a two-thirds majority, so that as amended said Articles shall read in their entirety as follows:

             “FIFTH:     In furtherance of, and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized and empowered adopt, amend or repeal the By-Laws of the Corporation: provided, however, that the By-laws adopted by the Board of Directors under the powers hereby conferred may be amended or repealed, or a provision inconsistent therewith adopted, by the Board of Directors or by the stockholders, having voting power with respect thereto, except that any provision of the By-Laws which is to the same effect as Articles Fifth, Seventh and Eighth of this Restated Certificate of Incorporation shall not be amended or repealed, nor shall any provision inconsistent with such By-Laws be adopted, without the affirmative vote of the holders of at least two-thirds of the combined voting power of all shares of the Corporation entitled to vote generally in the election of Directors, voting together as a single class. Notwithstanding anything contained in this Restated Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least two-thirds of the combined voting power of all shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to, or adopt amend or repeal any provision inconsistent with, this Article Fifth.”

             “SEVENTH:     After October 15, 1986, no action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation may be taken by written consent without a meeting. Notwithstanding anything contained in this Restated Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least two-thirds of the combined voting power of all shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, change, amend, repeal or adopt any provision inconsistent with, this Article Seventh.”

             “EIGHTH:     Section 1.  Number, Election and Terms of Directors.  Subject to the rights, if any, of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect additional Directors under specified circumstances, the number of the Directors of the Corporation shall be fixed from time to time by or pursuant to the By-Laws of the Corporation. The Directors, other than those who may be elected by the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, shall be classified with respect to the time for which they severally hold office into three classes, as nearly their equal in number as possible, as shall be provided in the manner specified in the By-Laws of the Corporation. At or before the annual meeting of the stockholders to be held in 1986, one class shall be originally elected for a term expiring at the annual meeting of stockholders to be held in 1987, another class shall be originally elected for a term expiring at the annual meeting of the stockholders to be held in 1988, and another class shall be originally elected for a term expiring at the annual meeting of stockholders to be held in 1989, with the members of each class to hold office until their successors are elected and qualified. Commencing with the annual meeting of the stockholders of the Corporation to be held in 1987, Directors of each class the term of which shall then expire shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election and until their successors are elected and qualified.

             Section.2.     Stockholder Nomination of Director Candidates. Advance notice of stockholder nominations for the election of Directors shall be given in the manner provided in the By-Laws of the Corporation.

             Section 3.     Newly  Created  Directorships  and Vacancies.  Subject to the rights, if any, of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect Directors under specified circumstances, newly created directorships resulting from any increase in the number of Directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled only by the affirmative vote of a majority of the remaining Directors then in office, even though less than a quorum of the Board of Directors. Any Director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of Directors in which the new directorship was created or the vacancy occurred and until such Director’s successor shall have been elected and qualified. No decrease in the number of Directors constituting the Board of Directors shall shorten the term of an incumbent Director.

             Section 4.     Removal.  Subject to the rights, if any, of the holders of any class or series of stock having preference over the Common Stock as to dividends or upon liquidation to elect additional Directors under specified circumstances, any Director may be removed from office only for cause and by the affirmative vote of the holders of at least two-thirds of the combined voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of Directors, voting together as a single class.

             Section 5.     Amendment, Repeal or Alteration.  Notwithstanding anything contained in this Restated Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least two-thirds of the combined voting power of the outstanding shares of the capital stock of the Corporation entitled to vote in the election of Directors, voting together as a single class, shall be required to alter, change, amend, repeal or adopt any provision inconsistent with, this Article Eighth.”

             “NINTH:        Section 1. Applicability of Article.  Except as otherwise expressly provided in Section 4 of this Article Ninth, none of the actions or transactions listed below shall be effected by the Corporation, or approved by the Corporation as a stockholder of any majority owned subsidiary of the Corporation if, as of the record date for the determination of the stockholders entitled to vote thereon, any Interested Stockholder (as hereinafter defined) exists, unless the applicable requirements of Sections 3, 4, 5, 6 and 7 of this Article Ninth are fully complied with:

             (a)     Any merger or consolidation of the Corporation or any of its majority owned subsidiaries with (i) any interested Stockholder (as hereinafter defined) or (ii) any other corporation (whether or not itself an Interested Stockholder) which is, or after such merger or consolidation would be, an Affiliate (as hereinafter defined) of an Interested Stockholder; or

             (b)     any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any Interested Stockholder or any Affiliate of any Interested Stockholder of any assets of the Corporation or any of its majority owned subsidiaries having an aggregate Fair Market Value (as hereinafter defined) of $10,000,000 or more; or

             (c)     the issuance or transfer by the Corporation or any of its majority owned subsidiaries (in one transaction or a series of transactions) of any securities of the Corporation or any of its majority owned subsidiaries to any Interested Stockholder or any Affiliate of any Interested Stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of $10,000,000 or more; or

             (d)     the adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of an Interested Stockholder or any Affiliate of any Interested Stockholder; or

             (e)     any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its majority owned subsidiaries or any other transaction (whether or not with or into or otherwise involving an Interested Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation of any majority owned subsidiaries which is directly or indirectly owned by any Interested Stockholder or any Affiliate of any Interested Stockholder.

             Section 2.     Business Combination.  The term “Business Combination” as used in this Article Ninth shall mean any transaction which is referred to in any one or more of subparagraphs (a) through (e) of Section 1 hereof.

             Section 3.     Stockholder Vote Required.  The actions and transactions described in Section 1 of this Article Ninth shall have been authorized by the affirmative vote of at Least two-thirds of the combined voting power all of the outstanding shares of Voting Stock, voting together as a single class.

             Section 4.     Minimum Price Required.  Notwithstanding Section 3 hereof, the two-thirds majority voting requirement shall not be applicable if:

             (a)     any action or transaction specified in Section 1 hereof is approved by the Corporation’s Board of Directors and by a majority of the Disinterested Directors (as hereinafter defined) ; or

             (b)     in the case of any action or transaction pursuant to which the holders of the capital stock of the Corporation are entitled to receive cash, property, securities or other consideration, the aggregate amount of the cash and the Fair Market Value (as hereinafter defined) of the property, securities or other consideration to be received per share by holders of the capital stock of the Corporation in such action or transaction is not less than the higher of

                         (i)     the highest price per share paid by the Interested Stockholder in acquiring any of its holdings of capital stock of the Corporation within the two year period immediately prior to the first public announcement of the proposal of the Business Combination (the “Announcement Date”) or in the transaction in which it became an Interested Stockholder, whichever is higher, or

                         (ii)     the Fair Market Value per share of the applicable class of capital stock of the Corporation on the Announcement Date or on the dates on which the Interested Stockholder became an Interested Stockholder, whichever is greater.

The consideration to be received by holders of a particular class or outstanding Voting Stock shall be in cash or in the same form as the Interested Stockholder has previously paid for shares of such class of Voting Stock. If the Interested Stockholder has paid for shares of any class of Voting Stock with varying forms of consideration, the form of consideration for such class of Voting Stock shall be either cash or the form used to acquire the largest number of shares of such class of Voting Stock previously acquired by it.

.           Section 5.      Restrictions on Certain Actions.  After becoming an Interested Stockholder and prior to consummation of such action or transaction, (a) such Interested Stockholder shall not have acquired from the Corporation or any of its majority owned subsidiaries any newly issued or treasury shares of capital stock or any newly issued securities convertible into or exchangeable for capital stock of the Corporation or any of its majority owned subsidiaries, directly or indirectly (except upon conversion or exchange of convertible or exchangeable securities acquired by it prior to becoming a Interested Stockholder or as a result of a pro rata stock dividend or stock split or other distribution of stock to all Stockholders pro rata); and (b) such Interested Stockholder shall not have received the benefit directly or indirectly (except proportionately as a stockholder) of any loans, advances, guarantees, pledges or other financial assistance or tax credits provided by the Corporation or any of its majority owned subsidiaries, or made any major changes in the Corporation’s or, any of its majority owned subsidiaries businesses or capital structures or reduced the current annual rate of dividends payable on the Corporation’s capital stock below the rate in effect immediately prior to the time such Interested Stockholder became a Interested Stockholder.

             Section 6.     Proxy Statement Required.  A proxy statement responsive to the requirements of the Securities Exchange Act of 1934, whether or not the Corporation is then subject to such requirements, shall be mailed to the stockholders of the Corporation for the purpose of soliciting stockholder approval of such action or transaction and shall contain at the front thereof, in a prominent place, any recommendations as to the advisability of the action or transaction which the Disinterested Directors may choose to state.

             Section 7.     Certain Definitions.  For the purpose of this Article Ninth,

             (a)     The term “Interested Stockholder” shall mean any person (including any Affiliate thereof) other than the Corporation or any of its subsidiaries and other than any profit sharing, employee stock ownership or other employee benefit plan of the Corporation or any of its subsidiaries or any trustee of or fiduciary with respect to any such plan when acting in such capacity who or which owns beneficially or controls, directly or indirectly, 20 percent or more of the outstanding shares of Voting Stock of the Corporation.

  A person shall be a “beneficial owner” of any Voting Stock:

  which such person or any of its Affiliates or Associates (as hereinafter defined) beneficially owns, directly or indirectly; or

  which such person or any of its Affiliates or Associates has the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or has the right to vote pursuant to any agreement, arrangement or understanding; or

  which are beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Voting Stock.

  For the purposes of determining whether a person is an Interested Stockholder pursuant to subparagraph (a) hereof, the number of shares of Voting Stock deemed to be outstanding shall include shares deemed owned through application of subparagraph (b) hereof but shall not include any other shares of Voting Stock which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, exchange rights, warrants or options, or otherwise.

  The terms “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule l2b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on January 1, 1986.

  The term “Disinterested Director” shall mean any member of the Board (i) who was a director on the Base Date, or (ii) who is unaffiliated with the Interested Stockholder and who was a member of the Board prior to the time that the Interested Stockholder became an Interested Stockholder, or (iii) any successor of a Disinterested Director if such successor is unaffiliated with the Interested Stockholder and if such successor was recommended or elected to succeed a Disinterested Director by a majority of Disinterested Directors then on the Board.

  The term “Fair Market Value” shall mean: (i) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing sale Price (or, if unavailable, bid quotation) with respect to a share of such stock during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use, or if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by the Board in good faith; and (ii) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by the Board in good faith.

  The term “Voting Stock” shall mean the Common Stock but not (unless and to the extent provided to the contrary in the relevant Preferred Stock Designation) the Preferred Stock.

  Determination by the Board of Directors.  The Board of Directors of the Corporation shall have the power and duty to determine for the purposes of this Article Ninth, on the basis of information then know, to the Board of Directors, whether (a) any interested Stockholder exists or is an Affiliate or an Associate of another, and (b) any proposed transaction constitutes a transaction specified in Section 1 of this Article Ninth. Any such determination by the Board of Directors shall be conclusive and binding for all purposes.

  Alteration, Amendment or Repeal.  Notwithstanding anything contained in this Restated Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least two-thirds of all of combined voting power the outstanding shares of Voting Stock, voting together as a single class, shall be required to alter, amend, repeal, or adopt any provision inconsistent with, this Article Ninth.”

  IN WITNESS WHEREOF, Harman International Industries, Incorporated has caused this certificate to be signed by Dr. Sidney Harman, its Chairman of the Board and Chief Executive Officer, and attested by Jane Harman, its Secretary, this 12th day of November, 1986.

HARMAN INTERNATIONAL INDUSTRIES,
INCORPORATED

By:       /s/ Sidney Harman                         

            Dr. Sidney Harman
            Chairman of the Board and
            Chief Executive Officer

[CORPORATE SEAL]

ATTEST:         /s/ Jane Harman
                        Jane Harman

                        Secretary

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED

Harman International Industries, Incorporated (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

  FIRST:  That the Board of Directors of the Corporation pursuant to a unanimous written action in lieu of a meeting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware, adopted a resolution proposing and declaring advisable the following amendment to the Corporation's restated certificate of incorporation:

  That Article FOURTH of the Restated Certificate of Incorporation of the Corporation be amended to provide that the total number of shares of capital stock which the Corporation is authorized to issue is 55,000,000 shares, consisting of 5,000,000 shares of Preferred Stock, of the par value $0.01 per share, and 50,000,000 shares of Common Stock of the par value $0.01 per share.  Article FOURTH, as amended, will read as follows:

  FOURTH:       (a)  The total number of shares of capital stock which the Corporation is authorized to issue is 55,000,000 shares, consisting of 5,000,000 shares of Preferred Stock, of the par value $0.01 per share (the "Preferred Stock"), and 50,000,000 shares of Common Stock of the par value $0.01 per share (the "Common Stock").

(b)    A holder of Common Stock shall, except as may otherwise be provided in accordance with subparagraph (c) hereof, be entitled to one (1) vote on each matter submitted to a vote at a meeting of stockholders for each share of Common Stock held of record by such holder as of the record date for such meeting.

The Preferred Stock may be issued in one or more series.  The Board of Directors is hereby authorized to issue the shares of Preferred Stock in such series and to fix from time to time before issuance the number of shares to be included in any series and the designation, relative powers, preferences and rights and qualifications, limitations or restrictions of all shares of such series.  The authority of the Board of Directors with respect to each series shall include, without limiting the generality of the foregoing, the determination of any or all of the following:

the number of shares of any series and the designation to distinguish the shares of such series from the shares of all other series;

the voting powers, if any, and whether such voting powers are full or limited, in such series;

the redemption provisions, if any, applicable to such series, including the redemption price or prices to be paid;

whether dividends, if any, shall be cumulative or noncumulative, the dividend rate of such series, and the dates and preferences of dividends on such series;

the rights of such series upon the voluntary or involuntary dissolution of, or upon any distribution of the assets of, the Corporation;

(vi)       the provisions, if any, pursuant to which the shares of such series are convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock, or any other security, of the Corporation or any other corporation, and price or prices or the rates of exchange applicable thereto;

(vii)      the right, if any, to subscribe for or to purchase any securities of the Corporation or any other corporation;

(viii)      the provisions, if any, of a sinking fund applicable to such series; and

(ix)       any other relative, participating, optional or other special powers, preferences, rights, qualifications, limitations or restrictions thereof;

all as shall be determined from time to time by the Board of Directors and shall be stated in said resolution or resolutions providing for the issuance of such Preferred Stock (a "Preferred Stock Designation").

(d)        Except as may be provided in this Restated Certificate of Incorporation or by the Board of Directors in any Preferred Stock Designation, or as otherwise required by law, the Common Stock shall have the exclusive right to vote for the election of Directors and for all other purposes, and holders of Preferred Stock shall not be entitled to receive notice of any meeting of stockholders at which they are not entitled to vote or consent.

SECOND:  That upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at an annual meeting of stockholders held on November 9, 1993, a majority of all of the shares entitled to vote at the meeting and a majority of the shares entitled to vote at the meeting as a class voted in favor of such amendment.

THIRD:  That such amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by, Sandra B. Robinson its Vice President - Financial Operations, and attested by Frank Meredith, its Assistant Secretary, this 9th day of November, 1993.

HARMAN INTERNATIONAL INDUSTRIES,
INCORPORATED

By:       /s/ Sandra B. Robinson                        

            Sandra B. Robinson

            Vice President - Financial Operations

ATTEST:

/s/ Frank Meredith                   

Frank Meredith

Assistant Secretary

CERTIFICATE OF DESIGNATION

of

SERIES A JUNIOR PARTICIPATING

PREFERRED STOCK

of

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED

(Pursuant to Section 151 of the

General Corporation Law of the State of Delaware)

            Harman International Industries, Incorporated, a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the “Company”), DOES HEREBY CERTIFY:

            That, pursuant to authority vested in the Board of Directors of the Company by its Certificate of Incorporation, and pursuant to the provisions of Section 151 of the General Corporation Law, the Board of Directors of the Company has adopted the following resolution providing for the issuance of a series of Preferred Stock:

            RESOLVED, that pursuant to the authority expressly granted to and vested in the Board of Directors of the Company (hereinafter called the “Board of Directors” or the “Board”) by the Certificate of Incorporation of the Company, a series of Preferred Stock, par value $.01 per share (the “Preferred Stock”), of the Company be, and it hereby is, created, and that the designation and amount thereof and the powers, designations, preferences and relative, participating, optional and other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof are as follows:

I.  Designation and Amount

The shares of such series will be designated as Series A Junior Participating Preferred Stock (the “Series A Preferred”) and the number of shares constituting the Series A Preferred is 500,000.  Such number of shares may be increased or decreased by resolution of the Board; provided, however, that no decrease will reduce the number of shares of Series A Preferred to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Company convertible into Series A Preferred.

II.  Dividends and Distributions

(a)        Subject to the rights of the holders of any shares of any series of Preferred Stock ranking prior to the Series A Preferred with respect to dividends, the holders of shares of Series A Preferred, in preference to the holders of Common Stock, par value $.01 per share (the “Common Stock”), of the Company, and of any other junior stock, will be entitled to receive, when, as and if declared by the Board out of funds legally available for the purpose, dividends payable in cash (except as otherwise provided below) on such dates as are from time to time established for the payment of dividends on the Common Stock (each such date being referred to herein as a “Dividend Payment Date”), commencing on the first Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred (the “First Dividend Payment Date”), in an amount per share (rounded to the nearest cent) equal to the greater of (i) $1.00 or (ii) subject to the provision for adjustment hereinafter set forth, one hundred times the aggregate per share amount of all cash dividends, and one hundred times the aggregate per share amount (payable in kind) of all non‑cash dividends, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Dividend Payment Date or, with respect to the First Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred.  In the event that the Company at any time (i) declares a dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides the outstanding shares of Common Stock, (iii) combines the outstanding shares of Common Stock into a smaller number of shares, or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, in each such case and regardless of whether any shares of Series A Preferred are then issued or outstanding, the amount to which holders of shares of Series A Preferred would otherwise be entitled immediately prior to such event under clause (ii) of the preceding sentence will be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(b)        The Company will declare a dividend on the Series A Preferred as provided in the immediately preceding paragraph immediately after it declares a dividend on the Common Stock (other than a dividend payable in shares of Common Stock).  Each such dividend on the Series A Preferred will be payable immediately prior to the time at which the related dividend on the Common Stock is payable.

(c)        Dividends will accrue on outstanding shares of Series A Preferred from the Dividend Payment Date next preceding the date of issue of such shares, unless (i) the date of issue of such shares is prior to the record date for the First Dividend Payment Date, in which case dividends on such shares will accrue from the date of the first issuance of a share of Series A Preferred or (ii) the date of issue is a Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Preferred entitled to receive a dividend and before such Dividend Payment Date, in either of which events such dividends will accrue from such Dividend Payment Date.  Accrued but unpaid dividends will cumulate from the applicable Dividend Payment Date but will not bear interest.  Dividends paid on the shares of Series A Preferred in an amount less than the total amount of such dividends at the time accrued and payable on such shares will be allocated pro rata on a share-by-share basis among all such shares at the time outstanding.  The Board may fix a record date for the determination of holders of shares of Series A Preferred entitled to receive payment of a dividend or distribution declared thereon, which record date will be not more than 60 calendar days prior to the date fixed for the payment thereof.

III.  Voting Rights

The holders of shares of Series A Preferred will have the following voting rights:

(a)        Subject to the provision for adjustment hereinafter set forth, each share of Series A Preferred will entitle the holder thereof to one hundred votes on all matters submitted to a vote of the stockholders of the Company.  In the event the Company at any time (i) declares a dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides the outstanding shares of Common Stock, (iii) combines the outstanding shares of Common Stock into a smaller number of shares, or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, in each such case and regardless of whether any shares of Series A Preferred are then issued or outstanding, the number of votes per share to which holders of shares of Series A Preferred would otherwise be entitled immediately prior to such event will be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(b)        Except as otherwise provided herein, in any other Preferred Stock Designation creating a series of Preferred Stock or any similar stock, or by law, the holders of shares of Series A Preferred and the holders of shares of Common Stock and any other capital stock of the Company having general voting rights will vote together as one class on all matters submitted to a vote of stockholders of the Company.

(c)        Except as set forth in the Certificate of Incorporation or herein, or as otherwise provided by law, holders of shares of Series A Preferred will have no voting rights.

IV.  Certain Restrictions

(a)        Whenever dividends or other dividends or distributions payable on the Series A Preferred are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred outstanding have been paid in full, the Company will not:

(i)         Declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the shares of Series A Preferred;

(ii)        Declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the shares of Series A Preferred, except dividends paid ratably on the shares of Series A Preferred and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(iii)       Redeem, purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the shares of Series A Preferred; provided, however, that the Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Company ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the shares of Series A Preferred; or

(iv)       Redeem, purchase or otherwise acquire for consideration any shares of Series A Preferred, or any shares of stock ranking on a parity with the shares of Series A Preferred, except in accordance with a purchase offer made in writing or by publication (as determined by the Board) to all holders of such shares upon such terms as the Board, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, may determine in good faith will result in fair and equitable treatment among the respective series or classes.

(b)        The Company will not permit any majority-owned subsidiary of the Company to purchase or otherwise acquire for consideration any shares of stock of the Company unless the Company could, under paragraph (a) of this Article IV, purchase or otherwise acquire such shares at such time and in such manner.

V.  Reacquired Shares

Any shares of Series A Preferred purchased or otherwise acquired by the Company in any manner whatsoever will be retired and cancelled promptly after the acquisition thereof.  All such shares will upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set forth herein, in the Certificate of Incorporation of the Company, or in any other Preferred Stock Designation creating a series of Preferred Stock or any similar stock or as otherwise required by law.

VI.  Liquidation, Dissolution or Winding Up

Upon any liquidation, dissolution or winding up of the Company, no distribution will be made (a) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the shares of Series A Preferred unless, prior thereto, the holders of shares of Series A Preferred have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment; provided, however, that the holders of shares of Series A Preferred will be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to one hundred times the aggregate amount to be distributed per share to holders of shares of Common Stock or (b) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the shares of Series A Preferred, except distributions made ratably on the shares of Series A Preferred and all such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up.  In the event the Company at any time (i) declares a dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides the outstanding shares of Common Stock, (iii) combines the outstanding shares of Common Stock into a smaller number of shares, or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, in each such case and regardless of whether any shares of Series A Preferred are then issued or outstanding, the aggregate amount to which each holder of shares of Series A Preferred would otherwise be entitled immediately prior to such event under the proviso in clause (a) of the preceding sentence will be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

VII.  Consolidation, Merger, Etc.

In the event that the Company enters into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then, in each such case, each share of Series A Preferred will at the same time be similarly exchanged for or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to one hundred times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged.  In the event the Company at any time (a) declares a dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (b) subdivides the outstanding shares of Common Stock, (c) combines the outstanding shares of Common Stock in a smaller number of shares, or (d) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, in each such case and regardless of whether any shares of Series A Preferred are then issued or outstanding, the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred will be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

VIII.  Redemption

The shares of Series A Preferred are not redeemable.

IX.  Rank

The Series A Preferred rank, with respect to the payment of dividends and the distribution of assets, junior to all other series of the Company’s Preferred Stock.

X.  Amendment

Notwithstanding anything contained in the Certificate of Incorporation of the Company to the contrary and in addition to any other vote required by applicable law, the Certificate of Incorporation of the Company may not be amended in any manner that would materially alter or change the powers, preferences or special rights of the Series A Preferred so as to affect them adversely without the affirmative vote of the holders of at least 80% of the outstanding shares of Series A Preferred, voting together as a single series.

IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf of the Company by its Secretary and attested by its Chief Executive Officer this 11^th day of January, 2000.

HARMAN INTERNATIONAL

INDUSTRIES, INCORPORATED

                                                                                    /s/ Frank Meredith                                           

Frank Meredith

Vice President - Finance and

Administration, Chief Financial Officer and

Secretary

Attest:

/s/ Bernard A. Girod                            

Bernard A. Girod

Chief Executive Officer

CERTIFICATE OF AMENDMENT

OF

RESTATED AND AMENDED CERTIFICATE OF INCORPORATION

OF

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED

                        Harman International Industries, Incorporated (“Company” or “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

                        FIRST:  That at a meeting of the Board of Directors of the Company held on August 7, 2000, resolutions were duly adopted proposing and declaring advisable an amendment to the Company’s Restated and Amended Certificate of Incorporation.  The resolution setting forth the proposed amendment is as follows:

            RESOLVED, that Article FOURTH, subparagraph (a), of the Company’s Restated and Amended Certificate of Incorporation, as filed with the Secretary of State of Delaware, be amended in its entirety to read as follows:

(a)        The total number of shares of capital stock which the Corporation is authorized to issue is 105,000,000 shares, consisting of 5,000,000 shares of Preferred Stock, of the par value $0.01 per share (the “Preferred Stock”), and 100,000,000 shares of Common Stock, of the par value $0.01 per share (the “Common Stock”).

                        SECOND:  That upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at an annual meeting of the stockholders of the Company held on November 9, 2000, a majority of all of the shares entitled to vote at the meeting and a majority of the shares entitled to vote at the meeting as a class voted in favor of such amendment.

                        THIRD:  That such amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

                        IN WITNESS WHEREOF, the Company has caused this Certificate to be signed by Sandra B. Robinson, its Vice President - Financial Operations as of November 9, 2000.

HARMAN INTERNATIONAL INDUSTRIES,
INCORPORATED

By:       /s/ Sandra B. Robinson                        

            Sandra B. Robinson

            Vice President - Financial Operations

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED

            Harman International Industries, Incorporated (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (“DGCL”), does hereby certify:

            FIRST:  The Corporation’s Board of Directors approved the following amendment to Article FOURTH, subparagraph (a) of the Corporation’s Restated Certificate of Incorporation so that, if approved by stockholders, such subparagraph would read in its entirety as follows:

            (a)  The total number of shares of capital stock which the Corporation is authorized to   issue is 205,000,000 shares, consisting of 5,000,000 shares of Preferred Stock, par value     $0.01 per share (the “Preferred Stock”), and 200,000,000 shares of Common Stock, par   value $0.01 per share (the “Common Stock”). 

            SECOND:  The holders of a majority of the outstanding shares of Common Stock (the only class of outstanding stock), at a meeting duly held for this purpose, approved the foregoing.

            THIRD:  This Certificate of Amendment to the Corporation’s Restated Certificate of Incorporation shall become effective at 6:00 p.m. (Eastern Time) on November 24, 2003.

            FOURTH:  Upon this Certificate of Amendment to the Corporation’s Restated Certificate of Incorporation becoming effective in accordance with the DGCL, each issued share of Common Stock, including without limitation treasury shares, will automatically and without further action on the part of the holder thereof be changed into two shares of Common Stock.

            FIFTH:  Accordingly, such amendments have been duly adopted in accordance with the DGCL.

            IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Corporation’s Restated Certificate of Incorporation to be signed by a duly authorized officer as of November 21, 2003.

HARMAN INTERNATIONAL

INDUSTRIES, INCORPORATED

By: /s/ Frank Meredith             

     Name:  Frank Meredith

     Title:            Executive Vice President,

                                                                                                   Chief Financial Officer and

                                                                                                      Secretary

EX-10.1

EXHIBIT 10.1

Amendment No. 2 to the
Harman International Industries, Inc.
Deferred Compensation Plan

Pursuant to action by the Board of Directors, the Harman International Industries, Inc. Deferred Compensation Plan, as amended and restated effective June 1, 1997, as amended October 1, 1999 (the “Plan”), is hereby amended in the following respects, effective December 16, 2003.

1.         Section 1.9 of the Plan, which defines “Change in Control,” shall be amended so that in the first parenthetical phrase in Section 1.9(i), the term “Exchange Act” is replaced by “Securities Exchange Act of 1934 (“Exchange Act”)”.

2.         Section 1.38 of the Plan, which defines “Trust,” shall be amended to include the following clause immediately before the end of the section:  “, including any successor trustee and any successor trust”.

3.         Section 16.16(b) of the Plan is deleted.

Executed this 6th day of January, 2004, but effective as provided above.

HARMAN INTERNATIONAL INDUSTRIES, INC.

                                                                      By:     /s/ Frank Meredith                               

                                                                      Title: Executive Vice President

EX-10.2

EXHIBIT 10.2

first amendment
TO THE
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
RETIREMENT SAVINGS PLAN
(AMENDED AND RESTATED EFFECTIVE AS OF JUNE 27, 2000)

Harman International Industries, Incorporated, a Delaware corporation, pursuant to authorization by its Board of Directors, adopts the following amendments to the Harman International Industries, Incorporated Retirement Savings Plan (the “Plan”).

1.         Subsection (h) of Section 1.1 of the Plan (“Definitions”) is amended in its entirety to read as follows:

Committee” shall mean the Administrative Committee appointed pursuant to Article VIII of the Plan, which shall be the “named fiduciary” with respect to the administration of the Plan for purposes of Section 402 of ERISA.

Article I of the Plan (“Definitions”) is amended by the addition of the following defined terms:

Company Stock Fund” shall mean the investment fund established under Section 4.7 of the Plan, the assets of which consist primarily of shares of common stock of Harman International Industries, Incorporated.

“Investment Committee” shall mean the Harman International Industries, Incorporated Investment Committee appointed by the Board of Directors of Harman International Industries, Incorporated, which shall be the “named fiduciary” with respect to the management of the assets of the Plan other than the Company Stock Fund for purposes of Section 402 of ERISA.

3.         Section 4.7 of the Plan (“Investment Directions”) is amended in its entirety to read as follows:

The Fund shall consist of (i) the Company Stock Fund and (ii) such other investment funds as may be established by the Funding Agent under the Funding Instrument at the direction of the Investment Committee.  The Company Stock Fund shall be maintained by the Funding Agent notwithstanding any other applicable fiduciary standard relating to (i) the diversification of Fund assets, (ii) the speculative nature of Fund investments, (iii) the lack or inadequacy of income provided by Fund assets, or (iv) the fluctuation in the fair market value of Fund assets.  Notwithstanding any provision in the Plan to the contrary, neither the Committee nor the Investment Committee shall have any authority, responsibility, discretion or control over, or with respect to, the Company Stock Fund.  Amounts contributed or accepted pursuant to the Plan will be invested and re-invested in the separate investment funds in accordance with the elections of Participants or their Beneficiaries.  Neither the Employer nor any Plan fiduciary shall be liable for any losses which are the direct and necessary result of investment instructions given by such Participants or Beneficiaries.

  The Plan is designed to satisfy the requirements of Section 404(c) of ERISA and the regulations under that section.  Each Participant or Beneficiary will direct the investment and reinvestment of the amounts in and/or subsequently contributed or transferred to the Plan on his behalf among the available investment funds.  Investment (and re-investment) directions may be given at least once during any calendar quarter and in such manner, at such times and subject to such conditions as may be prescribed by the Committee (or its designee).  In addition, the Investment Committee will designate a default investment option for the Accounts of a Participant or Beneficiary who fails to provide explicit investment directions and will advise Participants and Beneficiaries that their failure to provide explicit investment directions will operate as an implicit direction to invest their accounts in such default investment fund.

  The Investment Committee shall establish and carry out a funding policy and method for the Plan, consistent with the objectives of the Plan and the requirements of Title I of ERISA, which shall be communicated to the Funding Agent.  The powers and duties of the Investment Committee shall include, without limitation, entering into a written agreement or agreements with one or more Investment Managers (as defined by Department of Labor Regulations), advising the Funding Agent with respect to investment of the Fund and managing (including the power to acquire or dispose of) any assets of the Plan.

Subsection (h) of Section 8.3 of the Plan (“Rights and Duties”) is deleted from the Plan.

Section 8.4 of the Plan (“Funding Policy and Method”) is deleted from the Plan.

Subsection (a) of Section 8.8 of the Plan (“Allocation and Delegation of Fiduciary Responsibilities”) is amended in its entirety to read as follows:

The Employer shall appoint the Committee, the Investment Committee and the Funding Agent, but shall not otherwise be responsible in any way for the operation and administration of the Plan.

The first sentence of Section 8.9 of the Plan (“Indemnification”) is amended in its entirety to read as follows:

To the fullest extent permitted by the laws of the State of Delaware and ERISA, the Employer shall indemnify and hold harmless the Board of Directors, the Committee, the Investment Committee, and each member of such committees, and any other Employee to whom any fiduciary responsibility with respect to the Plan is allocated or delegated.

The foregoing amendments shall be effective as of the date this First Amendment is executed.

Executed at Northridge, California, this 8th day of November, 2002.

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED

                       By:   /s/ Frank Meredith                           
                       Name:  Frank Meredith
                      Title:  Chief Financial Officer

EX-10.3

EXHIBIT 10.3

FOURTH AMENDMENT TO THE
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
RETIREMENT SAVINGS PLAN

            WHEREAS, Harman International Industries, Incorporated (the "Employer") ") maintains the Harman International Industries, Incorporated Retirement Savings Plan (Amended and Restated Effective as of June 27, 2000), as heretofore amended (the "Plan"), and may amend the Plan pursuant to Section 9.1 of the Plan;

            WHEREAS, the Employer desires to make certain amendments to the Plan in order to reflect the merger of the Margi Systems, Inc. 401(k) Plan with and into the Plan, effective as of December 31, 2003; and

            WHEREAS, the Board of Directors of the Employer has resolved that the Plan shall be amended to reflect these intentions.

            NOW, THEREFORE, the Plan is hereby amended, generally effective January 1, 2004, except as otherwise indicated herein, in the manner set forth below:

1.                    The second sentence of Section 1.1(cc) of the Plan is hereby amended effective January 1, 2004 to read as follows:

As of January 1, 2004, the Employer and the following Affiliated
Employers were Participating Employers:

Audax of America, Inc.
Becker of North America, Inc.
Crown Audio, Inc.
Harman/Becker Automotive Systems, Inc.
Harman/Becker Automotive Systems (Kentucky), Inc.
Harman Enterprises, Inc.
Harman Music Group, Incorporated
Harman Pro North America, Inc.
Harman/Becker Automotive (Wisconsin), Inc.
Infinity Systems, Inc.
JBL Incorporated
Lexicon, Incorporated
Madrigal Audio Laboratories, Inc.
Studer USA, Inc.
Margi Systems, Inc.

2.                     A new Section 2.1(c) is hereby added to the Plan to read as follows:

(c)     Service credited to a Margi Participant (as defined in Appendix B) for purposes of determining the Margi Participant's vested interest in his Account shall not be less than the sum of the following:

             years of service credited to the Margi Participants under the Margi Systems, Inc. 401(k) Plan for the period that precedes the "computation period" containing the "merger date,"

             the greater of (A) the Period of Service that would be credited to the Margi Participant under the Plan if he had been a Participant during the entire "computation period" containing the "merger date" or (B) the years of service taken into account under the Margi Plan as of December 31, 2003,

             the Period of Service determined under the Plan beginning after the last day of the "computation period" containing the "merger date."

The "merger date," for purposes of this Section 2.1(c), means January 1, 2004.  The "computation period," for purposes of this Section 2.1(c), means the twelve-month period that begins on a Margi Participant's date of employment with Margi Systems, Inc. and on each anniversary thereof.

3.                     Section 2.4 of the Plan is hereby amended to read as follows:

      2.4      Service to Predecessor Employers.  An Employee who was employed by either (1) AMEK Technology Group, PLC on the day of its acquisition by AKG Acounstics Limited (and "AMEK Participant"), (2) Oxford International, Ltd. on the day of its acquisition by HARCO Indiana, Inc., (3) Crown International, Inc. on the day of its acquisition by Crown Audio, Inc. (formerly known, prior to March 23, 2000, as Harman Consumer Manufacturing-El Paso, Inc.), or (4) Margi Systems, Inc. on the day of its acquisition by the Company shall have his service to such Predecessor Employers included in determining his (i) Period of Eligibility Service, and (ii) Period of Service for vesting purposes.

4.                  Section 6.1 (b) of the Plan is hereby amended by adding to the end thereof a new paragraph (iii) to read as follows:

(iii)       Notwithstanding the foregoing, the interest of any Margi Participant (as defined in Appendix B) in his Account attributable to Profit Sharing Contributions, Matching Contributions, any non-elective contributions and matching contributions transferred from the Margi Systems, Inc. 401(k) Plan and earnings on all such amounts shall be determined in accordance with Appendix B, provided such Margi Participant had completed at least three (3) years of service with Margi Systems, Inc. as of December 31, 2003.

5.                     Section 6.6 of the Plan is hereby amended by adding to the end thereof a new subsection (e) to read as follows:

(e)     Notwithstanding any other provision of the Plan, a Margi Participant (as defined in Appendix B) may request a distribution of any vested amounts transferred from the Margi Plan that are attributable to non-elective contributions or matching contributions and earnings thereon upon attaining age 60, provided the Margi Participant participated in the Plan for at least five (5) years (counting participation in the Margi Plan) and the funds being withdrawn have accumulated in the Plan (or this Plan and the Margi Systems, Inc. 401(k) Plan) for at least two (2) consecutive years.  In addition, a Margi Participant may

(i)    request a distribution of all or any part of his Account on or after

(A)     the later of the date the Margi Participant attains age 65 or the fifth (5^th) anniversary of his participation in the Plan (counting for these purposes the Margi Participant's participation in the Margi Systems, Inc. 401(k) Plan), or

(B)     the December 31 coinciding with or next following the date on which the Margi Participant has attained age 60 and has completed five (5) Years of Services; or

(ii) request to have all or any pqrt of his Account transferred to another qualified retirement plan maintained by the Employer.

6.                     Section 7.1 of the Plan is hereby amended to read as follows:

7.1       Form of Distribution.  Subject to Section 7.2, 7.4 and Appendix B, the vested amount of a Participant's Account in the Plan shall be distributed to the Participant in a single sum in cash, or at the Participant's election with respect to amounts inivested in the common stock of the Company, in shares of Company common stock.

7.         The Plan is hereby amended by adding to the end thereof, immediately after Appendix A, a new Appendix B, attached hereto as Exhibit I and made a part hereof.

            Executed to be effective as of the date first hereinabove provided, as approved and authorized by the Board of Directors on the 12 day of November, 2003.

                         HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED

By: /s/ Frank Meredith
      Name:  Frank Meredith
      Title:    Chief Financial Officer

EX-31.1

Exhibit 31.1

PRINCIPAL EXECUTIVE OFFICER’S CERTIFICATION
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Sidney Harman, certify that:

     1.    I have reviewed this Quarterly Report on Form 10-Q of Harman International Industries, Incorporated;

     2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or
            omit to state a material fact necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading with respect to the period covered by this
            report;

     3.    Based on my knowledge, the financial statements, and other financial information included in this report,
            fairly present in all material respects the financial condition, results of operations and cash flows of the
            registrant as of, and for, the periods presented in this report;

     4.    The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure
            controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and
            have:

            (a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
                     to be designed under our supervision, to ensure that material information relating to the registrant,
                     including its consolidated subsidiaries, is made known to us by others within those entities,
                     particularly during the period in which this report is being prepared;

            (b)     Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
                      report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
                      of the period covered by this report based on such evaluation; and

            (c)      Disclosed in this report any change in the registrant’s internal control over financial reporting that
                      occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
                      case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
                      registrant’s internal control over financial reporting; and 

     5.     The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of
             internal control over financial reporting, to the registrant’s auditors and the audit committee of the
             registrant’s board of directors (or persons performing the equivalent functions):

            (a)     All significant deficiencies and material weaknesses in the design or operation of internal control over
                     financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
                     process, summarize and report financial information; and

            (b)     Any fraud, whether or not material, that involves management or other employees who have a
                      significant role in the registrant’s internal control over financial reporting.

Date:  February 17, 2004          /s/  Sidney Harman                                            
                                                Sidney Harman
                                                Executive Chairman

EX-31.2

Exhibit 31.2

PRINCIPAL EXECUTIVE OFFICER’S CERTIFICATION
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Bernard A. Girod, certify that:

     1.    I have reviewed this Quarterly Report on Form 10-Q of Harman International Industries, Incorporated;

     2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or
            omit to state a material fact necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading with respect to the period covered by this
            report;

     3.    Based on my knowledge, the financial statements, and other financial information included in this report,
            fairly present in all material respects the financial condition, results of operations and cash flows of the
            registrant as of, and for, the periods presented in this report;

     4.    The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure
            controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and
            have:

            (a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
                     to be designed under our supervision, to ensure that material information relating to the registrant,
                     including its consolidated subsidiaries, is made known to us by others within those entities,
                     particularly during the period in which this report is being prepared;

            (b)     Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
                      report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
                      of the period covered by this report based on such evaluation; and

            (c)      Disclosed in this report any change in the registrant’s internal control over financial reporting that
                      occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
                      case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
                      registrant’s internal control over financial reporting; and 

     5.     The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of
             internal control over financial reporting, to the registrant’s auditors and the audit committee of the
             registrant’s board of directors (or persons performing the equivalent functions):

            (a)     All significant deficiencies and material weaknesses in the design or operation of internal control over
                     financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
                     process, summarize and report financial information; and

            (b)     Any fraud, whether or not material, that involves management or other employees who have a
                      significant role in the registrant’s internal control over financial reporting.

Date:   February 17, 2004        /s/  Bernard A. Girod                                          
                                                Bernard A. Girod
                                                Vice Chairman and Chief Executive Officer

EX-31.3

Exhibit 31.3

PRINCIPAL EXECUTIVE OFFICER’S CERTIFICATION
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Frank Meredith, certify that:

     1.    I have reviewed this Quarterly Report on Form 10-Q of Harman International Industries, Incorporated;

     2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or
            omit to state a material fact necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading with respect to the period covered by this
            report;

     3.    Based on my knowledge, the financial statements, and other financial information included in this report,
            fairly present in all material respects the financial condition, results of operations and cash flows of the
            registrant as of, and for, the periods presented in this report;

     4.    The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure
            controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and
            have:

            (a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
                     to be designed under our supervision, to ensure that material information relating to the registrant,
                     including its consolidated subsidiaries, is made known to us by others within those entities,
                     particularly during the period in which this report is being prepared;

            (b)     Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
                      report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
                      of the period covered by this report based on such evaluation; and

            (c)      Disclosed in this report any change in the registrant’s internal control over financial reporting that
                      occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
                      case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
                      registrant’s internal control over financial reporting; and 

     5.     The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of
             internal control over financial reporting, to the registrant’s auditors and the audit committee of the
             registrant’s board of directors (or persons performing the equivalent functions):

            (a)     All significant deficiencies and material weaknesses in the design or operation of internal control over
                     financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
                     process, summarize and report financial information; and

            (b)     Any fraud, whether or not material, that involves management or other employees who have a
                      significant role in the registrant’s internal control over financial reporting.

Date:   February 17, 2004          /s/  Frank Meredith                                            
                                                Frank Meredith
                                                Executive Vice President, Chief Financial Officer and Secretary

EX-32.1

Exhibit 32.1

Certification Pursuant to 18 U.S.C. § 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Harman International Industries, Incorporated (the "Company") on Form 10-Q for the period ended September 30, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned officers of the Company, certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
	1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
	2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

Date: February 17, 2004

/s/Sidney Harman

Name:  Sidney Harman

  Title: Executive Chairman

/s/Bernard A. Girod

Name:  Bernard A. Girod

  Title: Vice Chairman and Chief Executive Officer

/s/Frank Meredith

Name:  Frank Meredith

  Title: Chief Financial Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of this Report or as a separate disclosure document.