SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Paliwal Dinesh C

(Last)

(First)

(Middle)

C/O HARMAN INTERNATIONAL

1101 PENNSYLVANIA AVE., NW #1010

(Street)

WASHINGTON

20004

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HARMAN INTERNATIONAL INDUSTRIES INC /DE/ [ HAR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, CEO & President

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
06/30/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/01/2008		M4⁽¹⁾	2,770	A	$0⁽¹⁾	67,349	D
Common Stock	03/01/2008		D4	2,770	D	$41.2⁽¹⁾	64,579	D
Common Stock	03/01/2008		M4⁽²⁾	32,291	A	$0⁽²⁾	96,870	D
Common Stock	03/01/2008		D4	32,291	D	$0⁽²⁾	64,579	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Share Units	⁽³⁾	01/02/2008		4A	34,608		⁽⁴⁾	⁽⁴⁾	Common Stock	34,608	$0	34,608	D
Restricted Share Units	⁽³⁾	03/01/2008		4M		2,770	⁽¹⁾	⁽¹⁾	Common Stock	2,770	$0⁽¹⁾	31,838	D
Restricted Share Units	⁽³⁾	03/01/2008		4M		32,291	⁽²⁾	⁽²⁾	Common Stock	32,291	$0⁽²⁾	0	D

Explanation of Responses:

1. As provided for under Mr. Paliwal's award agreement, the 2,770 restricted share units vested on March 1, 2008 and were settled for cash.

2. The restricted share units vested on March 1, 2008, at which time Mr. Paliwal received a cash payment of $3,875,000. Mr. Paliwal's award agreement entitled him to a cash payment upon vesting equal to the greater of the fair market value of the restricted share units or $3,875,000.

3. Each restricted share unit represents a contingent right to receive one share of Harman common stock or cash equal to the value of one share of Harman common stock or another specified amount.

4. Of the 34,608 restricted share units, (1) 8,039 vest on July 1, 2010, (2) 9,954 vest on March 1, 2010, (3) 8,039 vest 20% annually beginning January 2, 2009, (4) 2,770 vested on March 1, 2008 and (5) 2,903 vest on each of March 1, 2009 and 2010.

Remarks:

	/s/ Cherie Curry, as attorney in fact for Dinesh Paliwal	08/14/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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