8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event

reported): February 1, 2008

HearUSA, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-11655	22-2748248
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1250 Northpoint Parkway
West Palm Beach, Florida	33407
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (561) 478-8770

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Paul A. Brown, M.D., the founder and chairman of the board of directors of HearUSA, Inc. (the “Company”), is retiring as chairman of the Company effective February 4, 2008. Dr. Brown founded the Company in 1986 and has served on the board of directors of the Company and as an officer since its formation. Dr. Brown most recently served as chairman of the board. In honor of Dr. Brown’s service to the Company and in recognition of his industry knowledge and expertise, the Board has designated Dr. Brown as chairman emeritus of the board of directors and he will be paid $30,000 annually in such role. On February 4, 2008, the Company and Dr. Brown entered into a retirement agreement pursuant to which the parties set forth the terms of Dr. Brown’s resignation and retirement from the Company. This retirement agreement was approved by the board of directors on February 1, 2008. The retirement agreement provides for the termination of his Employment Agreement dated August 31, 2005 and the payment of a sum equal to $720,000 over three years, provision of continuing health and life insurance benefits for three years and extension of the post-termination exercise period for his options.

Stephen J. Hansbrough, president and chief executive officer and a member of the Company’s board of directors, will assume the role of chairman of the board, effective immediately. David J. McLachlan, an independent director and chairman of the audit committee of the board of directors, will assume the newly created position of lead independent director.

A copy of the press release issued by the Company on February 5, 2008 is attached hereto as Exhibit 99.1 and furnished with this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release of HearUSA, Inc. dated February 5, 2008.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HearUSA, Inc. (Registrant)
Date:  February 5, 2008	By:	/s/ Stephen J. Hansbrough
		Name: Stephen J. Hansbrough
		Title: President & Chief Executive Officer

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EXHIBIT INDEX

Exhibit No. Description of Exhibit

99.1 Press Release of HearUSA, Inc. dated February 5, 2008.

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EX-99.1

Exhibit 99.1

Company Contact:	Investor Relations
Stephen J. Hansbrough	Scott Liolios or Ron Both
Chairman, President & CEO	Liolios Group, Inc.
HearUSA, Inc	info@liolios.com
(561) 478-8770, ext. 132	(949) 574-3860

HearUSA Chairman Paul A. Brown, M.D. Appointed Chairman Emeritus

West Palm Beach, Fla. -- February 5, 2008 -- HearUSA (AMEX:EAR), the recognized leader in hearing care for the nation’s top managed care providers through a nationwide network of more than 190 company-owned hearing care centers, announced today Paul A. Brown, M.D. is retiring as the company’s chairman of the board, a position he has held since founding the company in 1986. Dr. Brown will continue in his role as a director of the company, and in recognition of his years of distinguished service as well as his industry expertise, the Board of Directors has appointed Dr. Brown to serve as chairman emeritus.

Stephen J. Hansbrough will succeed Dr. Brown as chairman of the board and will continue as the company’s president and CEO. David McLachlan, currently chairman of the board’s audit committee, will assume the new role of lead independent director for the company.

"We are grateful for the tremendous contributions of Dr. Brown, whose vision and leadership over the years has been instrumental to building HearUSA’s strong foundation and respect in the industry,” said Hansbrough. “We look forward to continuing to benefit from his counsel as we take HearUSA to a new level of performance in 2008 and beyond."

Dr. Brown commented, "I am confident the company will continue to prosper under Steve’s leadership. I want to thank all the employees and associates of HearUSA with whom I’ve worked so closely for so many years to build HearUSA into the nation’s largest provider of managed hearing care and recognized for the highest standard of care, product quality, and customer service. I look forward to my continued association with the company."

Paul A. Brown, M.D., who holds an A.B. from Harvard College and an M.D. from Tufts University School of Medicine, has enjoyed a distinguished career as a highly successful entrepreneur, businessman and physician. He founded HearUSA in 1986 and served as chairman of the board since that time and as its chief executive officer until July 2002. From 1970 to 1984, Dr. Brown was chairman of the board and CEO of MetPath Inc., a New Jersey-based corporation offering a full range of clinical laboratory services to physicians and hospitals, which he founded in 1967 while a resident in pathology at Columbia Presbyterian Medical Center in New York City. MetPath developed into the largest clinical laboratory in the world with over 3,000 employees, was listed on the American Stock Exchange prior to being sold to Corning in 1982 and is now known as Quest Diagnostics. Dr. Brown is formerly chairman of the Board of Overseers of Tufts University School of Medicine, an emeritus member of the Board of Trustees of Tufts University, a past member of the Visiting Committee of Boston University School of Medicine, and is a part-time lecturer in pathology and a member of the Visiting Committee at Columbia University College of Physicians and Surgeons.

Stephen J. Hansbrough has been with HearUSA since December 1993. He initially served as president under Dr. Brown, and eventually assumed the additional role of CEO in 2002. He has been a member of the Board of Directors since 1997. Prior to joining HearUSA, Hansbrough was the senior vice president of Dart Drug Corporation and was instrumental in starting its affiliated group of companies (Crown Books and Trak Auto). He subsequently became chairman and CEO of Dart Drug Stores.

David J. McLachlan has served as an independent director on the company’s Board of Directors since 1986. He is the former executive vice president and chief financial officer of Genzyme Corporation, a biotechnology company, from 1989 to 1999, and a senior advisor to Genzyme’s chairman and chief executive officer through June 2004. He currently serves as a director of Dyax Corp., a biotechnology company, and chairman of the board of Skyworks Solutions, Inc., a manufacturer of analog, mixed signal and digital semiconductors for mobile communications. He is a graduate of Harvard Business School and Harvard College.

About HearUSA

HearUSA, Inc. provides hearing care to patients primarily through more than 190 company-owned hearing care centers, which offer a complete range of quality hearing aids with an emphasis on the latest digital technology. HearUSA Centers are located in California, Florida, New York, New Jersey, Massachusetts, Ohio, Michigan, Missouri, North Carolina, and the province of Ontario, Canada. The company also derives revenues from its HearUSA Hearing Care Network, comprised of 1,600 affiliated audiologists in 49 states, as well as its website that enables online purchases of hearing related products, such as batteries, hearing aid accessories and assistive listening devices. For further information, click on "investor information" at the HearUSA website: www.hearusa.com.

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