S-8

As filed with the Securities and Exchange Commission
on April 3, 1996
								Registration No. 33-   
=================================================================

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C.  20549
	-------------------------

	FORM S-8
	REGISTRATION STATEMENT
	UNDER THE SECURITIES ACT OF 1933

	-----------------------

	HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
	(Exact name of registrant as specified in its charter)

		     Delaware				       11-2534306
	(State or other jurisdiction of	    (I.R.S. Employer 
	incorporation or organization)	    Identification No.)

	1101 Pennsylvania Avenue, N.W., Suite 1010,
	Washington, D.C. 20004
	(Address of principal executive offices including zip code)

	HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
	1992 INCENTIVE PLAN
	(Full title of the plan)

	Bernard A. Girod
	President
	1101 Pennsylvania Avenue, N.W., Suite 1010
	Washington, D.C. 20004
	(Name and address of agent for service)

	(202) 393-1101
	(Telephone number, including area code, of agent for service)

	   CALCULATION OF REGISTRATION FEE
=================================================================
 TITLE OF                              PROPOSED       PROPOSED        AMOUNT OF
SECURITIES   AMOUNT      MAXIMUM         MAXIMUM     REGISTRATION
  TO BE             TO BE     OFFERING PRICE   AGGREGATE         FEE
REGISTERED REGISTERED  PER SHARE (2)  OFFERING PRICE (2)
- ----------------------------------------------------------------
Common       300,000(1)         $37.625        $11,287,500         $3,892.24
Stock, par
value $.01 per share
=================================================================





(1)	Registrant has previously registered a total of 900,000
	shares of Common Stock on its Registration Statements on
	Form S-8 (Nos. 33-60236 and 33-59605).  This Registration
	Statement is being filed to register additional shares
	of Common Stock for issuance under the 1992 Incentive
	Plan.

(2)	Pursuant to Rule 457(h) under the Securities Act of
	1933, this estimate is made solely for the purpose of
	calculating the amount of the registration fee and is
	based on the average of the high and low prices of the
	Common Stock on the New York Stock Exchange on March 29,
	1996.








































PART II.	Item 3.	Incorporation of Documents by Reference.


	The following documents filed by Harman International 
Industries, Incorporated (the "Company") with the Securities and 
Exchange Commission are incorporated herein by reference:

	(1)	The Company's Registration Statement on Form S-8 (No.
		33-60236) filed on March 29, 1993;

	(2)	The Company's Registration Statement on Form S-8 (No.
		33-59605) filed on May 25, 1995;

	(3)	Annual Report on Form 10-K for the fiscal year ended
		June 30, 1995, filed on September 18, 1995;

	(4)	Quarterly Report on Form 10-Q for the fiscal quarter
		ended September 30, 1995, filed on November 13, 1995;

	(5)	Quarterly Report on Form 10-Q for the fiscal quarter
		ended December 31, 1995, filed on February 13, 1996;

	(6)	Annual Report on Form 11-K for the Company's Retirement
		Savings Plan for the fiscal year ended June 30, 1995,
		filed on December 21, 1995;

	(7)	The description of the Company's Common Stock contained
		in the Company's Registration Statement on Form S-3
		(No. 33-50683) filed on October 20, 1993.

	All documents subsequently filed by the Company pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange 
Act of 1934, prior to the filing of a post-effective amendment 
that indicates that all securities offered have been sold or that 
deregisters all securities then remaining unsold, shall be deemed 
to be incorporated by reference herein and to be a part hereof 
from the date of filing of such documents.  Any statement 
contained in a document incorporated or deemed to be incorporated 
by reference herein shall be deemed to be modified or superseded 
for purposes of this Registration Statement to the extent that a 
statement contained herein or in any other subsequently filed
document that also is incorporated or deemed to be incorporated 
by reference herein modifies or supersedes such statement.  Any 
such statement so modified or superseded shall not be deemed, 
except as so modified or superseded, to constitute a part of this 
Registration Statement.





	II-1



Item 8.	Exhibits.

	4.1		Restated Certificate of Incorporation of the
			Company (filed as Exhibit 4.1 to Registrant's Form
			S-3 Registration Statement No. 33-50683, and
			incorporated herein by reference)

	4.2		By-Laws of the Company (filed as Exhibit 4(b) to
			Registrant's Form S-8 Registration Statement No.
			33-60236, and incorporated herein by reference)

	5		Opinion of Counsel

	23.1		Consent of Independent Auditors

	23.2		Consent of Counsel (included in Exhibit 5)

	24		Power of Attorney (set forth at page II-5 of this
			Registration Statement)


Item 9.	Undertakings.

	(a)	The undersigned registrant hereby undertakes:

		(1)	To file, during any period in which offers or
		sales are being made, a post-effective amendment to
		this registration statement: 

			(i) to include any prospectus required by Section
			10(a)(3) of the Securities Act of 1933;

			(ii) to reflect in the prospectus any facts or
			events arising after the effective date of the
			registration statement (or the most recent
			post-effective amendment thereof) which,
			individually or in the aggregate, represent a
			fundamental change in the information set forth
			in the registration statement.  Notwithstanding
			the foregoing, any increase or decrease in volume
			of securities offered (if the total dollar value
			of securities offered would not exceed that which
			was registered) and any deviation from the low or
			high end of the estimated maximum offering range
			may be reflected in the form of prospectus filed
			with the Commission pursuant to Rule 424(b) if,
			in the aggregate, the changes in volume and price
			represent no more than a 20% change in the
			maximum aggregate offering price set forth in the


	II-2


			"Calculation of Registration Fee" table in the
			effective registration statement; and

			(iii) to include any material information with
			respect to the plan of distribution not
			previously disclosed in the registration
			statement or any material change to such
			information in the registration statement;

		provided, however, that paragraphs (a)(1)(i) and
		(a)(1)(ii) do not apply if the registration statement
		is on Form S-3, Form S-8 or Form F-3, and the
		information required to be included in a post-effective
		amendment by those paragraphs is contained in periodic
		reports filed by the registrant pursuant to Section 13
		or Section 15(d) of the Securities Exchange Act of 1934
		that are incorporated by reference in the registration
		statement.

		(2)	That, for the purpose of determining any liability
		under the Securities Act of 1933, each such
		post-effective amendment shall be deemed to be a new
		registration statement relating to the securities
		offered therein, and the offering of such securities at
		that time shall be deemed to be the initial bona fide
		offering thereof.

		(3)	To remove from registration by means of a
		post-effective amendment any of the securities being
		registered which remain unsold at the termination of
		the offering.

		(b)	The undersigned registrant hereby undertakes that, 
for purposes of determining any liability under the Securities 
Act of 1933, each filing of the registrant's annual report 
pursuant to Section 13(a) or Section 15(d) of the Securities 
Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to Section 15(d) 
of the Securities Exchange Act of 1934) that is incorporated by 
reference in the registration statement shall be deemed to be a 
new registration statement relating to the securities offered 
therein, and the offering of such securities at that time shall 
be deemed to be the initial bona fide offering thereof.

		(c)	Insofar as indemnification for liabilities arising 
under the Securities Act of 1933 may be permitted to directors, 
officers and controlling persons of the registrant pursuant to 
the foregoing provisions, or otherwise, the registrant has been 
advised that in the opinion of the Securities and Exchange 
Commission such indemnification is against public policy as 
expressed in the Act and is, therefore, unenforceable.  In the
	II-3


event that a claim for indemnification against such liabilities 
(other than the payment by the registrant of expenses incurred or 
paid by a director, officer or controlling person of the 
registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling 
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.


	SIGNATURES

	Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to 
believe that it meets all of the requirements for filing this 
Registration Statement on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of 
Northridge, State of California, on this 2nd day of April, 1996.


						HARMAN INTERNATIONAL
						INDUSTRIES, INCORPORATED
						(Registrant)


						By:	/s/ Bernard A. Girod
							President, Chief Operating
							Officer, and Secretary

















	II-4


	KNOW ALL MEN BY THESE PRESENTS, that each of the directors 
and officers of the Company whose signatures are set forth below 
hereby (1) constitutes and appoints Dr. Sidney Harman and Mr. 
Bernard A. Girod, jointly and severally, as his or her agent and 
attorney-in-fact with full power of substitution and 
resubstitution to (a) sign and file on his or her behalf and in 
his or her name, place and stead in any and all capacities any 
and all (i) amendments, including post-effective amendments, to 
this Registration Statement and any and all exhibits thereto and 
(ii) other documents to be filed with the Securities and Exchange 
Commission with respect to the securities covered by this 
Registration Statement and (b) do and perform any and all other 
lawful acts and deeds whatsoever that may be necessary or 
required in the premises and (2) ratifies and approves any and 
all lawful actions that may be taken pursuant hereto by either or 
both of the above-named agents and attorneys-in-fact or their 
substitutes. 

	Pursuant to the requirements of the Securities Act of 1933, 
this Registration Statement has been signed by the following 
persons in the capacities and on the dates indicated.


	   Signature			  Title				Date
	   ---------		         	  -----      			----




/s/ Sidney Harman 		Chairman of the Board	 	April 2, 1996
				and Chief Executive
				Officer (Principal
				Executive Officer)




/s/ Sandra B. Robinson		Vice President -	 		April 2, 1996
				Financial Operations
				(Principal Accounting
				Officer)




/s/ Bernard A. Girod		Director, President,		April 2, 1996
				Chief Operating
				Officer, and Secretary



	II-5



/s/ Shirley M. Hufstedler		Director				April 2, 1996






/s/ Edward H. Meyer		Director				April 2, 1996






/s/ Ann McLaughlin		Director				April 2, 1996


































	II-6







	EXHIBIT INDEX



	Exhibit
	Number		Exhibit Description



	4.1		Restated Certificate of Incorpor-
			ation of the Company (filed as
			Exhibit 4.1 to Registrant's Form
			S-3 Registration Statement No.
			33-50683 and incorporated herein
			by reference)


	4.2		By-Laws of the Company (filed as Exhibit 4(b) to
			Registrant's Form S-8 Registration Statement No. 	
			33-60236 and incorporated herein by reference)


	5		Opinion of Counsel


	23.1		Consent of Independent Auditors


	23.2		Consent of Counsel
			(included in Exhibit 5)


	24		Power of Attorney
			(set forth at page II-5 of
			this Registration Statement)

EX-5

	Exhibit 5



	April 2, 1996

Harman International Industries, Incorporated
1101 Pennsylvania Avenue, N.W., Suite 1010
Washington, D.C. 20004

	Re:	Registration Statement on Form S-8 for Harman
		International Industries, Incorporated Relating to
		300,000 Shares of Common Stock Available for Issuance
		Pursuant to the 1992 Incentive Plan, as amended      

Ladies and Gentlemen:

	We have acted as counsel for Harman International 
Industries, Incorporated, a Delaware corporation (the "Company"), 
in connection with the registration of 300,000 shares of common 
stock of the Company, par value $0.01 per share (the "Shares"), 
available for issuance pursuant to the Harman International 
Industries, Incorporated 1992 Incentive Plan, as amended (the 
"Plan").

	We have examined such documents, records and matters of law 
as we have deemed necessary for the purposes of this opinion, and 
 based thereon, we are of the opinion that the Shares have been 
duly authorized and, when issued and sold pursuant to the Plan 
and forms of award agreements that are duly authorized 
thereunder, against payment of the consideration therefor at 
least equal to the par value of such shares, will be validly 
issued, fully paid and nonassessable.

	We hereby consent to the filing of this opinion as Exhibit 5 
to the Registration Statement on Form S-8 filed by the Company to 
effect registration of the Shares under the Securities Act of 
1933, as amended.

						Very truly yours,

						/s/ Jones, Day, Reavis & Pogue

						Jones, Day, Reavis & Pogue

EX-23

	Exhibit 23.1

	CONSENT OF INDEPENDENT AUDITORS


The Board of Directors
Harman International Industries, Incorporated


We consent to incorporation by reference in the Registration 
Statement on Form S-8 of Harman International Industries, 
Incorporated of our report dated August 11, 1995, relating to the 
consolidated balance sheets of Harman International Industries, 
Incorporated and subsidiaries as of June 30, 1995 and 1994, and 
the related consolidated statements of operations, cash flows and 
shareholders' equity and related schedules for each of the years 
in the three year period ended June 30, 1995, which report 
appears in the June 30, 1995 annual report on Form 10-K of Harman 
International Industries, Incorporated and our report dated 
October 20, 1995, relating to the statements of net assets 
available for Plan benefits of the Harman International 
Industries, Incorporated Retirement Savings Plan as of June 30, 
1995 and 1994, and the related statements of changes in net 
assets available for Plan benefits for the years then ended, 
which report appears in the June 30, 1995 annual report on Form 
11-K of Harman International Industries, Incorporated Retirement 
Savings Plan.


						/s/ KPMG Peat Marwick LLP


Los Angeles, California
April 2, 1996