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Harman International Industries, Incorporated

8500 Balboa Blvd.

P.O. Box 2200

Northridge, CA 91329

Tel (818) 893-8411

January 7, 2005

BY EDGAR

United States Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Attn: Larry Spirgel, Assistant Director

    Re:

    Harman International Industries, Incorporated

    Form 10-K for fiscal year ended June 30, 2004

    File Date: September 8, 2004

    File No. 001-09764

Ladies and Gentlemen:

     The following sets forth our responses to your letter, dated December 23, 2004. For your
convenience, we have included your comments in the body of this letter and have provided our
response immediately following each comment.

Consolidated Balance Sheets, page 28

    Comment 1:

    We note your changes in doubtful accounts relative to
sales and accounts receivable. Explain to us and
discuss in MD&A the significant decline in your
allowance for doubtful accounts when sales and
receivables increased.

    Response 1:

    In response to your comment, our provision for doubtful
accounts is based upon management’s review of specific
customer balances and appraisal of the age of the
account receivable. During the 2004 fiscal year, the
accounts receivable balance increased from $363 million
(June 2003) to $426 million (June 2004) primarily as a
result of increased sales and appreciation of the Euro.
At the same time, the quality of receivables improved
as the number of days sales outstanding improved from
59 days to 57 days, and accounts over 90 days past due
decreased from $19.4 million to $8.8 million.

    During fiscal 2004 we charged off $5.1 million more of accounts receivable against
the allowance for bad debts than we expensed. This charge off was the result of
specific charge offs of $1.5 million for a certain bankrupt retailer which was
provided for in the quarter ended September 2002, and approximately $2

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    million,
provided for in prior years, for five other retailers where management determined
that it had exhausted collection efforts.

    In future filings we will note significant movements in the allowance for doubtful
accounts in our management discussion and analysis.

Inventories, page 39

    Comment 2:

    Please disclose the nature of the cost elements
included in inventory. If any general and
administrative costs are included in inventory state
in a note the aggregate amount incurred in each period
and the actual or estimated amount remaining in
inventory at the date of each balance sheet. Also
confirm that Management periodically reviews and
revises, when necessary, its estimate of the future
benefit of these costs and expenses them if it is
deemed there no longer is a future benefit. Refer to
Regulation S-X 5-02-6(b).

    Response 2:

    In response to your comment, cost elements included in
inventory include materials, labor, variable overhead
(such as electricity or cleaning solvents), and fixed
factory overhead (such as building occupancy costs,
production management and manufacturing depreciation).
We do not include any general and administrative
expenses as a component of inventory. We will note
this in future filings. We confirm that management
periodically reviews and revises, when necessary, our
estimate of the future benefit of costs included in
inventory, and we expense these costs if we deem there
is no longer a future benefit.

Note 9 – Warranty Liabilities, page 42

    Comment 3:

    We note the significant increase in the warranty
provision recorded during 2004. Please discuss in
MD&A the facts and circumstances noted by management
when determining that an increase in the provision was
necessary in 2004. You should disclose if this is
indicative of a trend. Also, discuss any risks
associated with new or complex products and how
management addressed these risks when estimating
Harman’s likely warranty loss.

    Response 3:

    During fiscal 2004, our provision for warranty
liabilities increased by $19.6 million from $21.1
million at June 2003 to $40.7 million at June 2004.
The principal reasons for the increase was a change in
our contractual warranty obligation to certain key
customers from one year to two years. This change was
a direct result of a change in European government
legislation extending applicable warranty periods in
Europe. Sales to these key customers increased by 36%
during the fiscal year ending June 2004 compared to
fiscal year ending June 2003 compounding the impact of
the change in terms on the warranty provision. We
estimate this change in terms to key customers
accounts for $15.2 million of
the increased provision. Other items contributing to the increased warranty
provision include currency translation ($1.1 million) and the failure of certain
products following a transfer of production to a new factory ($1.8 million). We

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    expect that our future warranty provision will rise as future sales rise and we will
discuss this in the management discussion and analysis in future filings.

    We do not believe there was a significant increase in warranty costs associated with
the complexity of our products. We assess all known claims, our historical claims
experience, and potential claims when assessing the adequacy of our warranty
provision. In future filings, we shall note significant movements in the allowance
for warranty.

Note 13 – Business Segment Data, page 49

    Comment 4:

    Please identify for us the operating segments that
make up your consumer systems reporting segment and
explain to us your rational for aggregating them. In
your response please address the SFAS 131 paragraph
17 aggregation criteria and also explain why you
believe each of the operating segments have similar
economic characteristics. Tell us the gross margins
of each operating segment in each of the past three
years.

    Response 4:

    The operating segments that make up the consumer
systems reporting segment are the consumer home and
the consumer automotive segments. The Company’s
decision to aggregate these segments was based upon a
review of SFAS 131 paragraph 17 and our belief that
these operating segments have similar economic
characteristics as follows:

    a.          The nature of the products and services.

    Both the consumer automotive and the consumer home segments sell products that
include branded loudspeakers, electronics and entertainment systems. The consumer
automotive segment sells such products for vehicle applications whereas the consumer
home segment sells such products for home applications. The brand names offered by
both segments are the same. In fact, the consumer automotive segment has been able
to capitalize on the strength of the brand names developed by the consumer home
segment to sell premium branded systems for vehicle applications. These brand names
include JBL, Harman/Kardon, Infinity, Mark Levinson, Logic7, Revel, Lexicon and
Becker. Also, the technologies utilized in the products are shared amongst the
segments. These technologies include surround sound, phasing algorithms, MP-3, and
navigation technologies that are utilized by both segments in their product
offerings. Further, both segments share engineering resources and technology
development led by the Chief Technology Officer to ensure that both segments utilize
the best available technology. For example, future product offerings will feature
MP-3 hard disks, which will allow consumers to transport audio files and video media
files to be played on our products in the home and the automobile.

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    b.          The nature of the production processes.

    Due to the similarity of the product offerings of both segments, the production
processes are similar. In fact, some of our factories produce products for both the
consumer home segment and the consumer automotive segment. Both segments utilize
production lines in their factories involving automated processes such as
auto-insertion, surface mount, wave solder and automated coil-winding. They also
both utilize manual processes such as assembly and soldering. Further, certain
consumer automotive manufacturing facilities supply parts, such as woofers and
tweeters, to the consumer home segment. The consumer automotive segment also
negotiates pricing and procures raw materials for both segments.

    c.          The type or class of customer for their products and services.

    Both the consumer automotive and the consumer home segments design their products to
appeal to the end user consumer who selects our loudspeaker, electronic or
entertainment system products for their personal use. The end user consumer is
targeted as an individual who demands high-quality audio and electronics in
whichever application is chosen. The purchase of our products is highly sensitive
to consumer sentiment and general economic conditions.

    d.          The methods used to distribute their products or provide their
services.

    The primary distribution channel for products of both the consumer automotive and
consumer home segments is through the various retailers of home audio, computer, and
automobile products. In most cases we do not sell directly to the end-user but
through other intermediaries who either bundle our branded products with others or
re-sell our branded products directly. Bundling of our branded products occurs in
the home audio market through channels such as CEDIA (“Custom Electronic Design &
Installation Association”). CEDIA contractors design and install customer home
audio, home theater and home automation systems. They specify our products to be
bundled into their customers’ home systems with other manufacturers’ audio, video
and control devices. Bundling also occurs in the automotive area, where automakers
offer our branded audio and multimedia systems at a premium price to consumers who
elect in the retail showroom to pay a premium price to have one of our systems
installed in their new car. Consumers also purchase our automotive audio and
navigation products directly from retailers.

    These retailers obtain product through direct sales, distributors and manufacturers
of automobiles. Both segments employ a common sales force that meets with the
various retailers to educate them on the features of our products and to obtain
customer feedback as to the performance of our products and identify changes in
customer desires.

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    The development and leveraging of brand names involves advertising programs.
Jointly, both segments design media advertising to promote the products and
brands. Advertising programs are presented in periodicals with mass appeal such as
Newsweek, Vanity Fair, Rolling Stone, Wired, Business Week, and the Wall Street
Journal. Both segments attend the Berlin IFA and CES trade shows. These trade
shows are heavily attended by a broad array of interested parties including the
general public, distributors, retailers, and automobile manufacturers. The trade
shows provide the opportunity to demonstrate the products and technical abilities to
the general public and the members of the distribution channel.

    e.          If applicable, the nature of the regulatory environment.

    There are no significant regulatory conditions that the segments operate within.

    We advise the Staff that the remainder of our response to comment 4 is being
provided under separate cover. The Company has requested confidential treatment to
the applicable portion of the response to comment 4 pursuant to the provisions of 17
C.F.R. § 200.83.

    In conclusion, we have two operating segments: consumer home and consumer
automotive. These operating segments have similar economic characteristics as
outlined in SFAS 131 paragraph 17 and a similar long-term gross margin. As a
result, we have aggregated these two operating segments.

     I hope you find this letter responsive to your request, and if you have any further questions,
please do not hesitate to contact me at (818) 895-5710 or via fax at (818) 894-6757.

    Very truly yours,

    /s/ Frank Meredith

    Frank Meredith

Executive Vice President, Chief Financial

Officer and Secretary

    cc:

    Robert S. Littlepage, Accountant Branch Chief

    Andrew Walker, Staff Accountant

    James E. O’Bannon, Jones Day

    William B. Hall, KPMG, LLP

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