FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Paliwal Dinesh C   2. Issuer Name and Ticker or Trading Symbol HARMAN INTERNATIONAL INDUSTRIES INC /DE/ [HAR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman, CEO & President (Last) (First) (Middle) C/O HARMAN INTERNATIONAL, 400 ATLANTIC STREET, SUITE 1500 3. Date of Earliest Transaction (Month/Day/Year) 12/03/2008 (Street) STAMFORD 06901 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Share Unit

(1)

12/03/2008(2)

A

28,757

(3)

(3)

Common Stock

28,757

$ 0

78,757

D

Restricted Share Unit

(1)

12/03/2008(2)

A

73,814

(4)

(4)

Common Stock

73,814

$ 0

73,814

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Paliwal Dinesh C C/O HARMAN INTERNATIONAL 400 ATLANTIC STREET, SUITE 1500 STAMFORD 06901	X		Chairman, CEO & President

Signatures

/s/ Cherie Curry as attorney in fact, for Dinesh Paliwal		12/05/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Each restricted share unit represents a contingent right to receive one share of Harman's common stock.
(2)	The restricted share unit award was approved by the Compensation and Option Committee of Harman International's board of directors on September 17, 2008 subject to shareholder approval of the Amendments to the 2002 Stock Option and Incentive Plan. Harman's shareholders approved the amendments to the 2002 Plan on December 3, 2008.
(3)	The restricted share units vest fully three years from the date of the grant on September 17, 2011.
(4)	Of the 73,814 restricted share units, (1) 12,913 will vest on December 3, 2009, (2) 32,460 will vest on March 10, 2010, (3) 20,911 will vest on July 1, 2010, (4) 3,765 will vest on July 1, 2011 and (5) 3,765 will vest on July 1, 2012.

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