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                             HARVEY LETTERHEAD
                              205 Chubb Avenue
                            Lyndhurst, NJ 07071

                         Extraordinary.  In every way

April 12, 2005

Mr. George F. Ohsiek, Jr., Branch Chief
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:     Harvey Electronics, Inc.
        File No 1-04626
        Comment letter on Form 10K for the fiscal year ended October 30, 2004
        and Form 10-Q for the first quarter ended January 29, 2005

Dear Mr. Ohsiek, Jr.:

     This letter is in  response  to your April 5, 2005  letter (the  "Letter"),
which is attached.  We understand  the purpose of the Letter and look forward to
improving and enhancing our future filings with the Commission.  We look forward
to working with you in this respect.

     1. The Company  understands  and concurs  that  additional  disclosures  or
revisions will be made in future filings, as appropriate.

     2. The Company  believes the non-GAAP  performance  measure of EBITDA is an
important  operations measure, due primarily to the significance of depreciation
and  amortization  and  additionally  from the nature of its non-cash income tax
equivalent  provisions over the years.  For example,  the Company's  average net
income  for the  past  three  years  (excluding  the tax  benefit  in FY 2004 of
$977,000) was $255,000.  Depreciation  and  amortization for the same three-year
period,  which relates  primarily to retail stores and website assets,  averaged
more than three times average net income or $798,000.  The Company's  income tax
equivalent  provision  (once again  excluding  the tax benefit in FY 2004),  has
averaged $171,000,  with an effective average tax rate of over 40% over the same
three-year period. These equivalent income tax provisions have had a significant
non-cash impact due to reporting  requirements of Fresh Start Accounting ("Fresh
Start Accounting"), in accordance with SOP 90-7 "Financial Reporting by Entities
in Reorganization under the Bankruptcy Code."

     Interest  expense  has  averaged  $292,000  for the last  three  years  and
primarily relates to the Company's  revolving line of credit facility.  Existing
balances of this credit  facility  relate  primarily to store expansion over the
years and to a lesser extent for working capital purposes. The line of credit is
expected  to be used for  store  expansion  in FY 2005  and  beyond,  as  deemed
appropriate,  and the  interest  costs are expected to relate  significantly  to
expansion.

     As a result, due to the significance of depreciation,  amortization and the
nature of interest and the income tax equivalent  provision,  in relation to the
GAAP measure of net income,  Management  believes earnings or net income may not
be appropriate to gauge the operational performance of the Company.  Management,
and the  Company's  Board  evaluate  the  non-GAAP  measurement  of  EBITDA on a
quarterly  and  annual  basis as  compared  to budget  and the prior  year.  The
Company's  significant bank covenant relating to its credit facility is based on
the Company's actual EBITDA,  as compared to budgeted EBITDA.  This reporting is
presented to the Company's bank both on a monthly and quarterly basis.

     EBITDA is also  significant  in economic  substance  as a simple  valuation
measure,  as  historically  other companies in the industry have been sold for a
multiple of EBITDA.  As a result,  we believe this  information may be useful to
shareholders as well as potential investors.

     The Company concurs that no other recurring items would be accounted for in
the  reconciliation  of EBITDA to net  income.  Non-recurring  items will not be
included in this presentation to smooth earnings. The Company's intent is not to
misrepresent  earnings,  but to better give shareholders and potential investors
an appropriate operational measure.

     In  connection  therewith,  the Company  does  believe its  disclosure  and
reconciliation of EBITDA to net income can be improved.  The Company's  proposed
revised disclosure will read as follows:

     The Company believes the non-GAAP  measurement of earnings before interest,
taxes,  depreciation  and  amortization  ("EBITDA") is an important  operational
measure.  Depreciation and amortization  have  historically  been significant in
relation to net income. The Company's  depreciation and amortization expense, as
is interest expense from its line of credit,  primarily relates to the Company's
retail  stores and  expansion of its retail  stores.  The  Company's  income tax
equivalent  provisions have also had a significant impact on earnings,  but have
primarily  not  required the use of the  Company's  cash,  due to the  reporting
requirements of Fresh Start Accounting.

     The Company's Management, Board of Directors and its bank comparably review
EBITDA  monthly,  quarterly  and  annually to gauge the  Company's  performance.
EBITDA may also be used in simple  valuation  measures  of the  Company,  by its
shareholders  and potential  investors.  Management  understands  that there are
limitations  associated  with the use of this  non-GAAP  measure  of  EBITDA  as
compared to net income.  Specifically, a portion of interest expense does relate
to the Company's operations and a portion of the income tax equivalent provision
does relate to the payment of certain  state taxes,  although  these amounts are
not material.  Additionally,  the Company will not eliminate any other recurring
or non-recurring  expenses in its  reconciliation of the Company's net income to
EBITDA.

     The  following  is a  reconciliation  of the  Company's  net  income to the
non-GAAP measure of EBITDA:
<TABLE>
<CAPTION>
<S>                                       <C>                     <C>
Net Income                                $1,274,000              $287,000

Add back:
Interest expense                            175,000                343,000
Income taxes (benefit)                     (782,000)               195,000
Depreciation and amortization               683,000                795,000
                                            -------                -------
EBITDA                                   $1,350,000             $1,620,000
                                         ==========             ==========
</TABLE>

     We believe  this  addresses  Item  10(e)(1)(ii)(B)  of  Regulation  S-K and
Questions 8 and 15 of the Staff's  Frequently Asked Questions  Regarding the Use
of Non-GAAP Financial Measures.

     3. The Company calculates the change in comparable store sales by analyzing
sales for stores open twelve  months  during any fiscal year.  The retail Bang &
Olufsen store in Greenwich,  Connecticut  will be moved and relocated within our
Greenwich  Harvey  store,  one  block  away.  As  the  operations  will  not  be
eliminated,  but  simply  relocated,  the  sales for this  store  within-a-store
approach will continue to be used in the comparable store sales  calculation for
fiscal 2005.  Sales of any renovated  stores will also remain in the  comparable
store sales  calculation  as theses stores will be open twelve months during the
renovation  period.  Sales of closed  retail stores would not be included in the
comparable  store sales  calculation  from the period they were closed,  as they
would  not be open for a total of twelve  months.  In  future  filings,  we will
provide  all  relevant  information  on new,  relocated  or closed  stores as it
relates to comparable store sales.

     4.  Future  filings  of Form  10K  and 10Q  will  include  a more  detailed
explanation of relevant and informative  factors/fluctuations of specific stores
or events,  as  required by Item  303(a) of  Regulation  S-K and SEC Release No.
33-8350.

     5. Future filings of Form 10K and 10Q will quantify  relevant  factors that
contributed  to a material  change in a financial  statement  line item  between
periods,  as  required  by Item  303(a) of  Regulation  S-K and SEC  Release No.
33-8350.

     6. In future  filings of Form 10K and 10Q,  we will no longer  provide  the
non-GAAP measure of comparable selling, general and administrative expenses.

     7. In  future  filings  of Form 10K and 10Q,  we will  give  more  specific
reasons  for the  fluctuations  in  related  accounts,  as  appropriate,  in the
Liquidity and Capital  Resources  section in the  explanation of the sources and
uses of cash and the related  material  changes,  as required by SEC Release No.
33-8350.

     8. In accordance  with your comment,  the Company's  future filings will be
revised to identify any changes,  not just significant changes, in the Company's
internal controls over financial reporting that have materially affected, or are
reasonably  likely to materially  affect,  the Company's  internal controls over
financial reporting.

     9. In  future  filings  of Form  10K and  10Q,  relating  to the  Company's
Statements  of Cash  Flows,  the  Company  will  present  the  gross  amount  of
borrowings and payments under the revolving  credit  facility in accordance with
paragraph 13 of SFAS 95.

     10.  Future  filings of Form 10K will include  expanded  disclosure  in the
Description of Business and Summary of Significant  Accounting Policies relating
to the  types  of  expenses  in both  Cost of Sales  and  Selling,  General  and
Administrative Expenses captions on the Statement of Operations.

     In  connection  with this  disclosure,  we will  specify that cost of goods
include freight costs,  purchase  discounts and inventory  shrink.  We will also
expand MD&A to note that the  Company's  gross  margins may not be comparable to
other  reporting  electronics  retailers as other entities may include the costs
related to their warehousing and distribution network.

     11.  Future  filings  of Form  10K will  separately  include  the  range of
depreciable lives of the Company's furniture, fixtures and equipment.

     12.  In  future   filings  of  Form  10K,   the  Company   will  present  a
recalculation,  in tabular format of the numerator and  denominator of the basic
and  diluted  earnings  per share  computations  for each period  presented,  in
accordance with paragraph 40 (a) of SFAS 128. See  supplemental  table below for
the historical periods presented:

Earnings Per Share Supplemental Disclosure

     Basic and diluted earnings per share are calculated in accordance with SFAS
No.  128,  "Earnings  Per Share"  ("SFAS No.  128").  Basic  earnings  per share
excludes  the  dilutive  effects of options  and  convertible  preferred  stock.
Diluted  earnings per share  includes only the dilutive  effects of common stock
equivalents such as stock options and convertible preferred stock. The following
table  sets  forth the  computation  of basic  and  diluted  earnings  per share
pursuant to SFAS No. 128.
<TABLE>
<CAPTION>
<S>                                      <C>           <C>         <C>
                                            2004         2003        2002
                                           ------       ------      ------
Numerator:

Net income                               $1,273,900    $287,041    $180,471
Dividends on convertible
  preferred stock                           (70,295)    (70,295)    (72,777)
                                            -------     -------      ------
Numerator for basic earnings
  per share - income attributable
  to common stockholders                  1,203,605     216,746     107,694
Effect of dilutive securities:
Dividends on convertible preferred stock     70,295      70,295         -0-
                                             ------      ------        ----
Numerator for diluted earnings per
  share - income available to
  common stockholders after assumed
  conversion                              $1,273,900   $287,041    $107,694

Denominator:
Denominator for basic earnings
  per share - weighted average
  shares outstanding during the period     3,324,525  3,324,525   3,288,174
Effect of dilutive securities:
Stock options                                 38,408     38,971      96,848
Convertible preferred stock                  670,559    502,919         -0-
                                           ---------  ---------   ---------

Denominator for diluted earnings
  per share - adjusted weighted
  average shares and assumed
  conversions                              4,033,492  3,866,415   3,385,022
                                           =========  =========   =========
Basic net income per share                      $.36       $.07        $.03
                                                ====       ====        ====
Diluted net income per share                    $.32       $.07        $.03
                                                ====       ====        ====
</TABLE>

     Options  and  warrants  totaling  674,828  in  2004,  931,637  in 2003  and
3,066,457 in 2002,  were  excluded from our earnings per share  computations  as
their effects would have been anti-dilutive. Convertible preferred stock was not
included in the diluted  earnings per share  calculation for fiscal 2002 as they
were  anti-dilutive.

     After  recalculation  of the diluted  earnings  per share  calculation,  we
noticed that the per share  amounts as originally  reported were  conservatively
presented  at $.30 and $.06 for fiscal years 2004 and 2003,  respectively.  Such
per share amounts, as originally reported, are not materially different than the
amounts recalculated above, and only affect the fully diluted earnings per share
calculation.  Due to the immaterial nature of these differences, we will restate
the  diluted  per  share  amounts  for  fiscal  years  2004 and  2003,  upon the
completion of Form 10K for fiscal 2005.

     13.  In  future  filings  of Form 10K and 10Q,  we will  disclose  that net
advertising  expense is included  in the  Selling,  General  and  Administrative
Expense  caption  in the  Statement  of  Operations  and in the  Description  of
Business and Summary of Significant  Accounting  Policies note.  This disclosure
was made in Form 10K in the MD&A section under Critical Accounting Policies.

     The  Company   does  receive   funds  from  its  vendors  for   cooperative
advertising.  These funds are used for  advertising  purposes on behalf of these
vendors in the Company's market.

     The Company's  cooperative  advertising is estimated annually and quarterly
based on the current  programs and support  offered by the Company's  vendors as
well as from  historical  advertising  reimbursements  from its  vendors.  These
quarterly  estimates are compared to actual expenditures by quarter to arrive at
the net  advertising  expense by quarter and  included  in Selling,  General and
Administrative  Expenses.  At year end, the Company compares actual  advertising
expenditures  to actual  cooperative  advertising  received  or  expected  to be
received from its vendors. There have been no significant changes or adjustments
to the Company's  estimates  relating to cooperative  advertising  over the past
several  years.  The net annual  expense is  included  in  Selling,  General and
Administrative Expenses.

     In future  filings  of Form 10K and 10Q,  we will  revise  MD&A to  discuss
material changes in cooperative  advertising income between periods and how they
impact  Selling,  General  and  Administrative  Expenses  on  the  Statement  of
Operations.

     14. The  Company's  875  shares of 8.5%  convertible  preferred  stock were
issued in conjunction with the Company's  reorganization,  effective October 26,
1996.  As  specified  in the  Company's  By  laws,  the  preferred  stock  has a
conversion feature.

     Prior to January 1, 2001, 50% of the preferred stoc