CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS OF
                            HARVEY ELECTRONICS, INC.


     Senior Financial  Officers hold an important and elevated role in corporate
governance.  As part of the  management  team of Harvey  Electronics,  Inc. (the
"Company"),  Senior Financial Officers are uniquely capable, and are vested with
both the  responsibility  and  authority  to protect,  balance and  preserve the
interests  of all of  the  Company's  stakeholders.  Senior  Financial  Officers
fulfill  this  responsibility  by  prescribing  and  enforcing  the policies and
procedures  employed in the operation of the Company's  financial  organization,
and by demonstrating the following:

I.       Honest and Ethical Conduct

     Senior Financial Officers will exhibit and promote the highest standards of
honest and ethical conduct that facilitates the  establishment  and operation of
policies and procedures that:

o                     Encourage and reward professional integrity and honesty in
                      all aspects of the financial organization, by eliminating
                      inhibitions and barriers to responsible behavior, such as
                      coercion, fear of reprisal, or alienation from the
                      financial organization or the Company itself.

o                     Prohibit and eliminate the appearance or occurrence of
                      conflicts between what is in the best interest of the
                      Company and what could result in material personal gain
                      for a member of the financial organization including
                      Senior Financial Officers.

o                     Provide a mechanism for members of the Company's finance
                      organization to inform senior management and the Audit
                      Committee of deviations in practice from policies and
                      procedures governing honest and ethical behavior.

o                     Demonstrate their personal support for such policies and
                      procedures through periodic communication reinforcing
                      these ethical standards throughout the finance
                      organization.

o                     Respect the confidentiality of information acquired in the
                      course of the performance of his or her responsibilities
                      except when authorized or otherwise legally obligated to
                      disclose. Do not use confidential information acquired in
                      the course of the performance of his or her
                      responsibilities for personal advantage.

II.      Financial Records and Periodic Reports

     Senior Financial Officers will establish and manage the Company's financial
and accounting and reporting systems and procedures to ensure that:

o                     Business transactions are properly authorized and
                      completely and accurately recorded on the Company's books
                      and records in accordance with Generally Accepted
                      Accounting Principles (GAAP) and established company
                      financial policy.

o                     The retention or proper disposal of Company records shall
                      be in accordance with established Company policies and
                      applicable legal and regulatory requirements.

o                     Periodic financial communications and reports will be
                      delivered in a manner that facilitates the highest degree
                      of clarity of content and meaning so that readers and
                      users will quickly and accurately determine their
                      significance and consequence.

III.     Compliance with Applicable Laws, Rules and Regulations

     Senior Financial Officers will establish and maintain mechanisms to:

o                     Educate members of the Company's finance organization
                      about any federal, state or local statute, regulation
                      administrative procedure that affects the operation of the
                      finance organization and the enterprise generally.

o                     Monitor the compliance of the Company's finance
                      organization with any applicable, federal, state or local
                      statute, regulation or administrative rule.

o                     Identify, report and correct in a swift and certain
                      manner, any detected deviations from applicable federal,
                      state or local statute or regulation.

     It is also the policy of Harvey Electronics, Inc. that all Senior Financial
Officers  acknowledge and certify the foregoing annually and file a copy of such
certification with the Audit Committee.

         The Audit Committee shall have the power to monitor, make
determinations and recommend actions to the Board with respect to violations of
this Code of Ethics.