PROSPECTUS

       HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED

                       20,000 SHARES

                       COMMON STOCK

                 (PAR VALUE, $.01 PER SHARE)

     This Prospectus ("Prospectus") relates to 20,000 shares (the 
"Shares") of common stock, $.01 par value per share (the "Common 
Stock"), of Harman International Industries, Incorporated, a Delaware 
corporation (the "Company").  The Shares may be offered by the  
stockholder of the Company named herein (the "Selling Stockholder") 
in transactions on the open market or in negotiated transactions or a 
combination of such methods, at market prices prevailing at the time of 
sale or at negotiated prices.  On October 9, 1997, the closing sale price 
of the Common Stock on the NYSE was $53.875. The Selling 
Stockholder may effect such transactions by selling the Shares to 
or through broker-dealers, and such broker-dealers may receive 
compensation in the form of discounts or commissions from the Selling 
Stockholder and/or the purchasers of the Shares for whom such broker-
dealers may act as agents or to whom they sell as principals, or both.  
See "Selling Stockholder" and "Manner of Distribution."

     All of the Shares offered hereunder are to be sold by the Selling 
Stockholder.  None of the proceeds from the sale of the Shares by the 
Selling Stockholder will be received by the Company.  The Company 
has agreed to bear all expenses (other than discounts or commissions) in 
connection with the registration and sale of the Shares being offered by 
the Selling Stockholder.

     THESE SECURITIES HAVE NOT BEEN APPROVED OR 
DISAPPROVED BY THE SECURITIES AND EXCHANGE 
COMMISSION OR ANY STATE SECURITIES COMMISSION NOR 
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY 
STATE SECURITIES COMMISSION PASSED UPON THE 
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY 
REPRESENTATION TO THE CONTRARY IS A CRIMINAL 
OFFENSE.

THE DATE OF THIS PROSPECTUS IS OCTOBER 10, 1997.

     No person has been authorized to give any information or to make 
any representations other than those contained in this Prospectus in 
connection with the offering made by this Prospectus and, if given or 
made, such information or representations must not be relied upon as 
having been authorized by the Company.  This Prospectus does not 
constitute an offer to sell, or the solicitation of an offer to buy, the 
securities offered hereby in any jurisdiction to any person to whom it is 
unlawful to make an offer or solicitation.  Except where 



otherwise indicated, this Prospectus speaks as of the date hereof. The 
delivery of this Prospectus shall not, under any circumstances, create 
any implication that there has been no change in the affairs of the 
Company since the date hereof.



          AVAILABLE INFORMATION

     The Company has filed with the Securities and Exchange 
Commission (the "Commission") a Registration Statement on Form S-3 
(herein, together with all amendments and exhibits, referred to as the 
"Registration Statement") under the Securities Act with respect to the 
shares of Common Stock offered hereby.  This Prospectus does not 
contain all of the information set forth in the Registration Statement, 
certain parts of which have been omitted in accordance with the rules 
and regulations of the Commission.  Statements made in this Prospectus 
as to the contents of any contract, agreement or other document referred 
to herein are not necessarily complete; with respect to each such 
contract, agreement or other document filed as an exhibit to the 
Registration Statement, reference is made to such exhibit for a more 
complete description of the matter involved, and each such statement 
shall be deemed qualified in its entirety by such reference.  Copies of 
the Registration Statement and the exhibits may be inspected, without 
charge, at the offices of the Commission, or obtained at prescribed rates 
from the Public Reference Section of the Commission at Room 1024, 
450 Fifth Street, N.W., Washington, D.C. 20549.

     The Company's Common Stock is listed on the NYSE.  The 
Company is subject to the informational requirements of the Securities 
Exchange Act of 1934, as amended (the "Exchange Act"), and in 
accordance therewith files reports, proxy statements and other 
information with the Commission which may be inspected and copied at 
the public reference facilities maintained by the Commission at Room 
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at certain 
Regional Offices of the Commission: 500 West Madison Street, Suite 
1400, Chicago, Illinois 60661 and 7 World Trade Center, Suite 1300, 
New York, New York 10048.  Copies of such material may be obtained 
from the Public Reference Section of the Commission, at prescribed 
rates.  In addition, such reports, proxy statements and other information 
may be inspected at the offices of the New York Stock Exchange, Inc., 
20 Broad Street, New York, New York 10005.


                                         2


   INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     In accordance with the requirements of the Exchange Act, the 
Company periodically files certain reports and other information with 
the Commission. The Company's Annual Report on Form 10-K, for the 
year ended June 30, 1997 filed with the Commission is hereby 
incorporated in this Prospectus by reference.

     All documents subsequently filed by the Company pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to 
the date of this Prospectus and prior to the termination of the offering 
made hereby shall be deemed to be incorporated by reference in this 
Prospectus and to be part hereof from the date of filing of  such 
documents.  Any statement contained in a document incorporated by 
reference herein shall be deemed to be modified or superseded for 
purposes of this Prospectus to the extent that a statement contained 
herein or in any other subsequently filed document which is also 
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 
Prospectus.

     The Company will provide without charge to each person to whom 
this Prospectus is delivered, upon the written or oral request of any such 
person, a copy of the documents incorporated by reference in this 
Prospectus (other than exhibits to such documents unless such exhibits 
are specifically incorporated by reference into such documents).  Such 
requests should be directed to Harman International Industries, 
Incorporated, 1101 Pennsylvania Avenue, N.W., Suite 1010, 
Washington, D.C. 20004 (telephone number (202) 393-1101), 
Attention: Bernard A. Girod, President.

                           THE COMPANY

     Harman International Industries, Incorporated (together with its 
subsidiaries, "Harman" or the "Company") is a worldwide leader in the 
design, manufacture and marketing of high-quality, high-fidelity audio 
products targeted primarily at the consumer, professional and original 
equipment manufacturer ("OEM") markets.  For almost 50 years, the 
Company and its predecessors have been leaders and innovators in 
creating loudspeaker and electronic products that deliver superior sound.  

     The Company was incorporated in Delaware in 1980.  The 
Company's principal executive offices are located at 1101 Pennsylvania 
Avenue, N.W., Suite 1010, Washington, D.C. 20004.  The Company's 
telephone number is (202) 393-1101.

                                         3


                            RISK FACTORS

DEPENDENCE ON KEY CUSTOMERS

     Sales to Chrysler accounted for 9.9% of the Company's consolidated 
net sales for the fiscal year ended June 30, 1997.  The Company's next 
two largest customers together accounted for 12.0%, in the aggregate, of 
its consolidated net sales for the fiscal year ended June 30, 1997.  The 
loss of any one of these significant customers could have a material 
adverse effect on the Company.

DEPENDENCE ON CONSUMER SPENDING

     The Company's sales are dependent to a substantial extent on 
discretionary spending by consumers, which may be adversely impacted 
by economic conditions affecting disposable consumer income and 
retail sales.  In addition, sales of the Company's audio products to the 
automotive OEM market are dependent on the overall success of the 
automobile industry, as well as the willingness, in many instances, of 
automobile purchasers to pay for the option of a premium branded 
automotive audio system.

ACQUISITION STRATEGY

     A significant element of the Company's growth strategy has been the 
acquisition of complementary businesses.  The Company anticipates 
that it may continue to make such acquisitions from time to time to the 
extent they are compatible with the Company's long-term strategy. The 
integration of newly acquired businesses into the Company presents 
certain risks in addition to those presented by growth through internal 
development, including additional demands on management time and 
attention.  In addition, certain of the Company's acquisitions have been 
of businesses that had suffered losses prior to acquisitions by the 
Company, including AKG in September 1993, Studer in March 1994 
and Becker in February 1995.

DEPENDENCE ON SUPPLIERS

     The Company is dependent upon certain unaffiliated domestic and 
foreign suppliers for various components, parts, raw materials and 
certain finished products.  Some of the Company's suppliers produce 
products that compete with the Company's products.  Although the 
Company believes that the loss of any one or more of its suppliers 

                                         4


would not have a long-term material adverse effect on the Company 
because other suppliers would be able to fulfill the Company's 
requirements, the loss of certain of such suppliers could, in the short 
term, adversely affect the Company's business until alternative suppliers 
could be activated.  The Company has begun using multiple vendors 
and has thus limited its reliance on any single supplier.  Arrangements 
with foreign suppliers are also subject to the risks of doing business 
abroad, such as import duties, trade restrictions, work stoppages, foreign 
currency fluctuations, political instability and other factors which could 
have an adverse effect on the Company.

COMPETITION

     The high fidelity audio products business is fragmented and highly 
competitive.  Many manufacturers, large and small, domestic and 
foreign, offer audio systems that vary widely in price and quality and 
are marketed through a variety of channels, including audio specialty 
stores, discount stores, department stores and mail order firms.  Certain 
competitors of the Company have financial and other resources greater 
than those of the Company.  There can be no assurance that the 
Company will continue to compete effectively against existing or new 
competitors that may enter its markets.

CURRENCY EXCHANGE RATES

     The Company's operations are subject to fluctuations in foreign 
currency exchange rates.  Significant assets and operations of the 
Company are located in Europe and Asia.  In addition, the Company 
purchases certain foreign-made products.  The Company hedges a 
portion of its foreign currency exposure and, due to the multiple 
currencies involved in the Company's business, foreign currency 
positions are partially offsetting and are netted against one another to 
reduce exposure.

ANTI-TAKEOVER PROVISIONS

     Certain provisions of the Company's Restated Certificate of 
Incorporation, as amended (the "Certificate"), and its By-Laws, as 
amended (the "By-Laws"), may make it more difficult for a third party 
to make, or may discourage a third party from making, an acquisition 
proposal for the Company or initiating a proxy contest and may thereby 
inhibit a change in control of the Company or the removal of incumbent 
management or directors.  

                                         5


Fair Price Provisions

The Certificate contains provisions (the "Fair Price Provisions") that 
raise the affirmative vote required to approve certain "Business 
Combinations" (as defined below) involving an "Interested 
Stockholder" (as defined below) to at least 66 2/3% of the votes of the 
outstanding capital stock of the Company entitled to vote generally in 
the election of directors (the "Voting Stock"), unless the transaction is 
approved by a majority of disinterested directors or unless specified 
price criteria described below and procedural requirements are satisfied.  
A "Business Combination" is defined by the Certificate to include any 
of the following transactions with, or proposed by, an Interested 
Stockholder or affiliate:  a merger or consolidation; a sale, lease or other 
disposition of the Company's assets having an aggregate fair market 
value of $10 million or more; a plan of dissolution proposed by an 
Interested Stockholder; or a reclassification of securities or 
recapitalization of the Company disproportionately favorable to an 
Interested Stockholder.  An "Interested Stockholder" is defined by the 
Certificate to include any person or entity, other than the Company or 
any subsidiary or employee benefit plan thereof, which owns 
beneficially or controls directly or indirectly 20% or more of the shares 
of the Voting Stock.

The 66 2/3% voting requirement is not applicable if certain procedural 
requirements are met and if, in the case of a Business Combination 
involving payments to holders of Common Stock, the  fair market value 
per share of such payments is equal to the greater of (i) the highest per 
share price paid by the Interested Stockholder to purchase shares of 
Common Stock in the two-year period prior to the first public 
announcement of the proposed Business Combination (the 
"Announcement Date") or in the transaction in which it became an 
Interested Stockholder (whichever is greater), and (ii) the fair market 
value per share of Common Stock on the Announcement Date or on the 
date on which the Interested Stockholder became an Interested 
Stockholder (whichever is greater).  In addition, the consideration to be 
paid to the Company's stockholders must be either cash or the same 
consideration used by the Interested Stockholder in acquiring the largest 
part of its Voting Stock prior to the Announcement Date.
                                         6

Supermajority Vote Requirements
	
The Certificate provides that a vote of the holders of 66 2/3% or more of 
the voting power of the Voting Stock is required to amend, alter or 
repeal, or to adopt any provision inconsistent with, the Fair Price 
Provisions or the provisions relating to the classified board of directors 
and ancillary matters.  The Certificate also provides that the 
stockholders may take action only at meetings and that directors may 
only be removed for cause and by a 66 2/3% vote.

Anti-Takeover Statute

Section 203 of the Delaware General Corporation Law (the "DGCL") is 
applicable to corporate takeovers in Delaware.  Subject to certain 
exceptions set forth herein, Section 203 of the DGCL provides that a 
corporation may not engage in any business combination with any 
"interested stockholder" for a three-year period following the time that 
such stockholder becomes an interested stockholder unless:  (i) prior to 
such time, the board of directors of the corporation approved either the 
business combination or the transaction which resulted in the 
stockholder becoming an interested stockholder; (ii) upon 
consummation of the transaction which resulted in the stockholder 
becoming an interested stockholder, the interested stockholder owned at 
least 85% of the voting stock of the corporation outstanding at the time 
the transaction commenced (excluding certain shares); or (iii) 
subsequent to such time, the business combination is approved by the 
board of directors of the corporation and by the affirmative vote of at 
least 66 2/3% of the outstanding voting stock which is not owned by the 
interested stockholder.  Except as specified therein, an interested 
stockholder is defined to include any person that is the owner of 15% or 
more of the outstanding voting stock of the corporation, or is an affiliate 
or associate of the corporation and was the owner of 15% or more of the 
outstanding voting stock of the corporation, at any time within three 
years immediately prior to the relevant date, and the affiliates and 
associates of such person.  Under certain circumstances, Section 203 of 
the DGCL makes it more difficult for an "interested stockholder" to 
effect various business combinations with a corporation for a three-year 
period.

                             MATERIAL CHANGES

     There have been no material changes in the Company's affairs since 
June 30, 1997, the end of the Company's last completed fiscal 


                                          7

year, which have not been described in a report on Form 10-K or other 
report filed under the Exchange Act and incorporated by reference 
herein.

                            USE OF PROCEEDS

     The Company will not receive any proceeds from the sale of the 
Shares offered hereby.

                         SELLING STOCKHOLDER

     Set forth below is the name of the Selling Stockholder, the number of 
shares of Common Stock owned by the Selling Stockholder prior to the 
offering, the shares being offered hereby and, assuming all of the shares 
being offered are sold, the number of shares of Common Stock owned 
by the Selling Stockholder upon completion of the offering.


                         Shares Owned                    Shares Owned
Selling Stockholder      Prior to the   Shares Offered     After the
                           Offering                        Offering
- -------------------      ------------   --------------   ------------
                                                
The Charleston Company    45,819         20,000           25,819

     The Shares being offered relate to shares of the Company's Common 
Stock which may be issued and sold to the Selling Stockholder pursuant 
to an option agreement between the Company and the Selling 
Stockholder.  This option was granted in 1994 as part of the 
consideration for the Company's acquisition of all of the issued and 
outstanding capital stock of NewMediaWare Systems, Inc., a California 
corporation (whose name was later changed to Harman Interactive, 
Inc.).  The right, title and interest to such option was later assigned to 
the Selling Stockholder listed above.  The Selling Stockholder has no 
relationship to the Company or its affiliates.

     The Company has agreed to bear all expenses (other than 
commissions and discounts of underwriters, broker-dealers or agents) in 
connection with the registration and sale of the Shares being offered by 
the Selling Stockholder.  The Selling Stockholder has requested that the 
Company use its best efforts to effectuate a registration of the Shares for 
resale under the Securities Act. In light of this request, the Company has 
filed with the Commission a Registration Statement with respect to the 
resale of the Shares from time to time on the open market or in privately 
negotiated transactions and has agreed to 
                                         8

prepare and file such amendments and supplements to the Registration 
Statement as may be necessary to keep the Registration Statement 
effective until the earlier of February 1, 1998 or until all of the Shares 
offered thereby have been sold. This Prospectus forms a part of the 
Registration Statement.

                         MANNER OF DISTRIBUTION

     The Shares covered hereby may be offered and sold from time to 
time by the Selling Stockholder.  The Selling Stockholder will act 
independently of the Company in making decisions with respect to the 
timing, manner and size of each sale.  Such sales may be made on the 
open market, at prices related to the then current market price or in 
negotiated transactions, including one or more of the following 
methods: (a) purchases by a broker-dealer as principal and resale by 
such broker or dealer for its account pursuant to this Prospectus; (b) 
ordinary brokerage transactions and transactions in which the broker 
solicits purchasers; and (c) block trades in which the broker-dealer so 
engaged will attempt to sell the Shares as agent but may position and 
resell a portion of the block as principal to facilitate the transaction.  
The Company has been advised by the Selling Stockholder that it has 
not made any arrangements relating to the distribution of the Shares 
covered by this Prospectus. In effecting sales, broker-dealers engaged 
by the Selling Stockholder may arrange for other broker-dealers to 
participate.  Broker-dealers may receive commissions or discounts from 
the Selling Stockholder in amounts to be negotiated.

     The Company has agreed to bear all expenses (other than 
commissions and discounts of underwriters, broker-dealers or agents) in 
connection with the registration and sale of the Shares being offered by 
the Selling Stockholder.

     This offering will terminate on the earlier of February 11, 1998 or 
the date on which all Shares offered hereby have been sold by the 
Selling Stockholder.

     The Shares may not be sold in certain states unless they have been 
registered or qualified for sale in such states or an exemption from 
registration or qualification is available and is complied with.

                               LEGAL MATTERS

     The validity of the shares of Common Stock offered hereby has been 
passed upon for the Company by Jones, Day, Reavis & Pogue, 
Washington, D.C.  


                                         9

                                     EXPERTS

     The consolidated financial statements and schedules of Harman 
International Industries, Incorporated and subsidiaries as of June 30, 
1997 and 1996 and for each of the years in the three-year period ended 
June 30, 1997, incorporated herein by reference, have been incorporated 
in this Prospectus in reliance upon the report of KPMG Peat Marwick 
LLP, independent certified public accountants, incorporated by 
reference, and upon the authority of said firm as experts in accounting 
and auditing.





















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