HARVEY ELECTRONICS INC
8-A12B, 1998-03-26
RADIO, TV & CONSUMER ELECTRONICS STORES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ----------------
                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                              ---------------------

                            HARVEY ELECTRONICS, INC.
             (Exact name of registrant as specified in its charter)

   New York                                            13-1534671
(State of incorporation or organization)   (I.R.S. employer identification no.)

                                205 Chubb Avenue
                           Lyndhurst, New Jersey 07071
               (Address of principal executive offices) (zip code)
                            ------------------------

        Securities to be registered pursuant to Section 12(b) of the Act:

                                            Name of each exchange
         Title of each class                 on which each class
         to be so registered                 is to be registered
         ----------------------             ----------------------

         Not Applicable                             None
                           --------------------------

     If this Form relates to the  registration  of a class of securities  and is
effective upon filing  pursuant to General  Instruction A. (d) (1), please check
the following box. [ ]

     If this Form relates to the registration of a class of securities and is to
become  effective   simultaneously   with  the  effectiveness  of  a  concurrent
registration  statement  under the  Securities  Act of 1933  pursuant to General
Instruction    A.   (d)   (2),    please   check   the   following    box.   [X]
                           -------------------------

  Securities Act registration statement file number to which this form relates:
                           Registration No. 333-42121
                           --------------------------

       Securities to be registered pursuant to Section 12 (g) of the Act:


                    Redeemable Common Stock Purchase Warrants
                                (Title of Class)




<PAGE>


     Item 1. Description of the Registrant's Securities to be Registered

     The  information  required  in  response  to this item is  incorporated  by
reference to Amendment Number 2 to the Company's  Registration Statement on Form
SB-2, filed as of March 13, 1998, Commission File No. 333-42121.

     A final  prospectus to be filed by the  registrant  pursuant to Rule 424(b)
under the  Securities Act shall be deemed to be  incorporated  by reference into
the registration statement.

Item 2.                    Exhibits

Exhibit
No.               Description

     *3.1.1 Restated Certificate of Incorporation of 1967.

     *3.1.2  Certificate  of Amendment of the  Certificate of  Incorporation  of
1997.

     *3.1.3  Certificate  of Amendment of the  Certificate of  Incorporation  of
December 1996.

     *3.1.4 Certificate of Amendment of the Certificate of Incorporation of July
1988.

     *3.1.5 Certificate of Amendment of the Certificate of Incorporation of July
1971.

     *3.1.6  Certificate  of Amendment of the  Certificate of  Incorporation  of
February 1971.

     *3.1.7 Certificate of Amendment of the Certificate of Incorporation of June
1969.

     *3.1.8  Certificate  of Amendment of the  Certificate of  Incorporation  of
September 1968.

     *4.1 Sections in Certificate of Incorporation  and the Amended and Restated
By-Laws of Harvey  Electronics,  Inc.,  that define the rights of the holders of
shares of Common  Stock,  Preferred  Stock and holders of Warrants  (included in
Exhibit Nos. 3.1.2 and 3.1.3).

     *4.3 Form of Redeemable Common Stock Purchase Warrant.

     -------------

     * Filed as exhibits to the Company's Form SB-2 Registration  Statement (No.
333-42121).




<PAGE>


                                    SIGNATURE

     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned thereto duly authorized.

Dated: March 26, 1998

                                         HARVEY ELECTRONICS, INC.



                                   By:  /s/ Franklin C. Karp
                                        -------------------------------------
                                        Franklin C. Karp, President




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