AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                            HARVEY ELECTRONICS, INC.

                                      * * *


                                    ARTICLE I

                            MEETINGS OF SHAREHOLDERS

     Section 1.  Annual  Meetings.  The annual  meeting of the  shareholders  of
HARVEY  ELECTRONICS,  INC.,  a New  York  corporation  ("Corporation"),  for the
election of directors and for the  transaction  of such other business as may be
properly brought before the meeting,  shall be held at 10:30 a.m., on the fourth
Tuesday  in March of each  year,  or at such  other  hour and on such  other day
within five  calendar  months  after the end of each fiscal year as the Board of
Directors ("Board") of the Corporation may order.

     Section 2. Special Meetings of Shareholders.

     (A) Unless otherwise  provided in the charter documents of the Corporation,
special  meetings of the  shareholders for any purpose or purposes may be called
at any time by the Chairman of the Board,  by the  President or by a majority of
the  Board of  Directors,  or by a  majority  of any  committee  of the Board of
Directors  that has been duly  designated  by the Board of  Directors  and whose
power and  authority as provided in a resolution of the Board of Directors or in
these Bylaws include the power to call such meetings, and shall be called by the
Chairman of the Board, by the President or by the Secretary upon written request
signed by  shareholders  of record of at least 25% of the issued and outstanding
shares of stock entitled to vote at such meeting.  Upon receipt by the Secretary
of a written  request by any  shareholder  or  shareholders  entitled  to have a
special meeting called pursuant to this Bylaw stating the purpose or purposes of
such special  meeting,  the Board of Directors  shall determine a date, time and
place (within or without the state of  incorporation  of the Corporation) or, if
so determined by the Board of Directors in its sole discretion, at no place (but
rather by means of remote  communication),  for such special meeting, which date
shall not be less than sixty days nor more than  one-hundred  twenty  days after
receipt and determination of the validity of such request, and a record date for
determination  of  shareholders  entitled  to  vote  at  such  special  meeting.
Following such receipt and determination,  it shall be the duty of the Secretary
to cause notice of such special meeting to be given to the shareholders entitled
to vote at such special meeting in the manner set forth in this Article I.

     (B) Only such persons who are nominated in accordance  with the  procedures
set  forth in  these  Bylaws  shall be  eligible  to be  elected  or to serve as
directors and only such business shall be conducted at a meeting of shareholders
as shall have been brought before the meeting in accordance  with the procedures
set forth  herein.  Except as  otherwise  provided by law,  the  chairman of the
meeting  shall have the power and duty (a) to determine  whether a nomination or
any business proposed to be brought before the meeting was made or proposed,  as
the case may be, in accordance  with the procedures set forth herein  (including
whether  the  shareholder  or  beneficial  owner,  if any,  on whose  behalf the
nomination or proposal is made solicited (or is part of a group which solicited)
or did  not so  solicit,  as the  case  may  be,  proxies  in  support  of  such
shareholder's   nominee  or  proposal  in  compliance  with  such  shareholder's
representation's  to the  Corporation)  and (b) if any  proposed  nomination  or
business was not made or proposed in compliance  with these  Bylaws,  to declare
that such nomination  shall be disregarded or that such proposed  business shall
not be transacted.  Notwithstanding the foregoing provisions of these Bylaws, if
the  shareholder (or a qualified  representative  of the  shareholder)  does not
appear at the annual or special  meeting of  shareholders  of the Corporation to
present a nomination or business,  such  nomination may be disregarded  and such
proposed  business  need not be  transacted,  notwithstanding  that  proxies  in
respect of such vote may have been received by the Corporation.

     (C) Notwithstanding the foregoing provisions of these Bylaws, a shareholder
shall also comply with all applicable  requirements  of the Exchange Act and the
rules and  regulations  thereunder with respect to the matters set forth in this
Article I. Nothing in this Article I shall be deemed to affect any rights (a) of
shareholders  to request  inclusion  of  proposals  in the  Corporation's  proxy
statement pursuant to Rule 14a-8 under the Exchange Act or (b) of the holders of
any  series  of  Preferred  Stock to elect  directors  pursuant  to any  express
applicable provisions of the certificate of incorporation.

     Section 3. Place of  Meetings.  All meetings of the  shareholders  shall be
held at such  place,  within  or  without  the  State of New  York,  as shall be
authorized by the Board.

     Section 4. Notice of Meetings. Notice of every meeting of the shareholders,
stating the purpose or purposes for which the meeting is called,  and the place,
date and hour  where it is to be held,  shall be in  writing  and  signed by the
President  or the  Secretary  and a copy  thereof  shall be  delivered  by mail,
postage prepaid, to each shareholder  entitled to vote at such meeting, and each
shareholder  who,  by reason of any action  proposed at such  meeting,  would be
entitled  to enforce a right to receive  payment  for his shares if such  action
were taken, not less than ten nor more than fifty days before the date fixed for
such meeting.  Such notice shall be deemed to have been delivered when deposited
in the United States mail with postage prepaid, addressed to each shareholder at
his address as it appears on the books of the Corporation,  unless he shall have
previously  filed with the  Secretary a written  request  that notices to him be
mailed  to some  other  address,  in which  case it shall be deemed to have been
given when mailed to the address designated in such request.

     Section 5. Quorum and Adjournment. At any meeting of the shareholders,  the
holders of record of a majority of the total number of outstanding shares of the
Corporation  entitled to vote,  present in person or represented by proxy, shall
constitute a quorum for the purpose of transacting  business.  At any meeting of
shareholders,  if less than a quorum be present,  the Chairman of the meeting or
the holders of record of a majority of the shares  present and  entitled to vote
may adjourn the meeting from time to time until a quorum  shall be present,  and
no notice of such adjourned meeting shall be required other than announcement at
the meeting of the time and place of such adjourned  meeting.  At such adjourned
meeting at which a quorum shall be present or  represented,  any business may be
transacted which might have been transacted at the meeting as originally called.

     Section 6. Vote Required.  When a quorum is represented at any meeting, the
vote of the holders of a majority of the stock having  voting  power  present in
person or  represented by proxy,  shall decide any question  brought before such
meeting,  unless the question is one upon which by express provision of law, the
Certificate  of  Incorporation  or other  certificate  filed  pursuant to law, a
different vote is required,  in which case such express  provision  shall govern
and control the decision of such question.

     Section 7. Voting of Shares;  Proxies. Except as otherwise provided by law,
the Certificate of  Incorporation  or other  certificate  filed pursuant to law,
each  shareholder  of record having the right to vote shall be entitled at every
meeting of the  shareholders  of the  Corporation  to one vote for each share of
stock having voting power standing in the name of such  shareholder on the books
of the  Corporation,  and such votes may be cast  either in person or by written
proxy. Every proxy must be executed in writing by the shareholder or by his duly
authorized  attorney.  Such proxy shall be filed with the Secretary before or at
the time of the meeting.

     Section 8. Inspectors of Election. The Board may, in advance of any meeting
of  shareholders,  appoint one or more  inspectors to act at such meeting or any
adjournment  thereof.  If inspectors shall not be so appointed or if any of them
shall fail to appear or act, the chairman of the meeting may, and on the request
of any  shareholder  entitled to vote thereat shall,  appoint  inspectors.  Each
inspector shall be entitled to a reasonable compensation for his services, to be
paid by the Corporation.  The inspectors,  before entering upon the discharge of
their  duties,  shall be sworn  faithfully to execute the duties of Inspector at
such  meeting  with  strict  impartiality,  and  according  to the best of their
ability, and the oath so taken shall be subscribed by them.

                                   ARTICLE II

                               BOARD OF DIRECTORS

     Section 1. General  Powers.  The  business  and affairs of the  Corporation
shall be  managed  by the  Board,  which  may  exercise  all the  powers  of the
Corporation and do all such lawful acts and things as are not by statute, by the
Certificate of  Incorporation,  or by these By-Laws  required to be exercised or
done by the shareholders.

     Section  2.  Number,  Qualification  and Term of  Office.  The Board  shall
consist of such number of directors,  not less than three nor more than nine, as
shall be fixed from time to time by  resolution  adopted  by a  majority  of the
Board.  The Board shall be divided into three  classes with no less than one (1)
and no more than three (3)  directors  in each class.  The term of office of the
first class shall  expire  initially  at the next  annual  meeting;  that of the
second  class at the second  succeeding  annual  meeting;  and that of the third
class at the third succeeding meeting.  Thereafter each class of directors shall
hold  office for a three  year term and each  director  in the class  shall hold
office  until the next  annual  meeting  of  members at which his class is to be
elected and until his successor shall have been elected and qualified.

     Section  3.  Resignation.  Any  director  may  resign at any time by giving
written notice of his resignation to the Board,  the President or the Secretary.
Any such resignation  shall take effect at the time specified therein or, if the
time  when  it  shall  become  effective  shall  not be  specified  therein,  it
immediately  upon its receipt;  and, unless  otherwise  specified  therein,  the
acceptance of such resignation shall not be necessary to make it effective.

     Section 4. Removal. Any director, or the entire board of directors,  may be
removed from office at any time only for cause or by the affirmative vote of the
holders of at least 66 2/3% of the voting power of all shares of the corporation
entitled to vote  generally in the election of directors,  voting  together as a
single class.

     Section 5. Vacancies.  Vacancies and newly created directorships  resulting
from any increase in the authorized  number of directors  shall be filled by two
thirds (2/3) of the directors then in office, though less than a quorum, or by a
sole remaining director, and the directors so chosen shall hold office until the
next  annual  election  at which  directors  are to be elected  and until  their
successors are duly elected and shall qualify, unless sooner displaced.

     Section 6. Place of  Meetings.  The Board may hold their  meetings  at such
place within or without the State of New York as may be determined by resolution
of the Board.

     Section 7. Organizational  Meeting. The Board shall meet for the purpose of
organization,  election of officers and transaction of other business as soon as
practicable  after each annual meeting of  shareholders,  on the same day and at
the same place where such annual  meeting shall be held.  Notice of such meeting
need not be given.  Such  meeting  may also be held at any other  time or place,
which shall be specified in a notice thereof given as hereinafter provided.

     Section 8.  Regular  Meetings.  Regular  meetings  of the Board may be held
without  notice  at such  date,  time and  place as shall  from  time to time be
determined by resolution of the Board.

     Section 9 Special Meetings.  Special meetings of the Board may be called at
any time for any purpose by the  President  and shall be called by the Secretary
when and as he shall be so requested in writing by any three directors.

     Section 10. Notice.  Notice of every special meeting of the Board,  stating
the date, time and place of such meeting, shall be delivered to each director at
his business address  personally in any manner (including  telephone) or by mail
or telegram not later than the second day preceding the day of such meeting.  If
mailed,  such  notice  shall be  deemed to be  delivered  when the  telegram  is
delivered to the telegraph  company.  Neither the business to be transacted  at,
nor the  purpose  of any  regular  or  special  meeting  of the  Board,  need be
specified in the notice or waiver of notice of such meeting.

     Section 11.  Quorum.  At all meetings of the Board a majority of the entire
Board  shall  constitute  a quorum  and be  sufficient  for the  transaction  of
business,  and any act of a majority  of the  directors  present at a meeting at
which  there  is a  quorum  shall  be the  act of the  Board,  except  as may be
otherwise  specifically provided by statute, the Certificate of Incorporation or
other certificate filed pursuant to law, or by these By-Laws.  If a quorum shall
not be present at any meeting of the Board, a majority of the directors  present
thereat  may adjourn the meeting  from time to time  without  notice  other than
announcement at the meeting of the time and place of such adjourned meeting.

     Section 12.  Waiver of Notice.  Except as  otherwise  required by law,  any
director  may at any time waive any or all  notice to him of any  meeting of the
Board,  the  Executive  Committee or any other  committee by  delivering  to the
Corporation  a writing to that effect  signed by him either before or after such
meeting. The presence of any director at any meeting of the Board, the Executive
Committee or any other  committee  shall  constitute  waiver by him of notice of
such meeting.

     Section 13. Action Without Meeting.  Any action required or permitted to be
taken at any  meeting  of the  Board or of any  committee  thereof  may be taken
without a meeting if all members of the Board or committee,  as the case may be,
consent  thereto  in writing  and the  writing  or  writings  are filed with the
minutes of the proceedings of the Board or committee.

     Section 14.  Duties of  Directors.  In taking  action,  including,  without
limitation,  action which may involve or relate to a change or potential  change
in the control of the  Corporation,  a director  shall be entitled to  consider,
without limitation,  (1) both the long-term and the short-term  interests of the
Corporation  and its  shareholders  and (2) the effects  that the  Corporation's
actions  may  have  in  the  short-term  or in  the  long-term  upon  any of the
following: (i) the prospects for potential growth, development, productivity and
profitability  of the Corporation;  (ii) the  Corporation's  current  employees;
(iii) the Corporation's  retired employees and other beneficiaries  receiving or
entitled to receive retirement,  welfare or similar benefits from or pursuant to
any plan  sponsored,  or agreement  entered into, by the  Corporation;  (iv) the
Corporation's customers and creditors; and (v) the ability of the Corporation to
provide,  as a going concern,  goods,  services,  employment  opportunities  and
employment  benefits and otherwise to contribute to the  communities in which it
does  business.  Nothing in this  Section  shall  create any duties  owed by any
director to any person or entity to consider or afford any particular  weight to
any of the foregoing or abrogate any duty of the directors,  either statutory or
recognized  by common law or court  decisions.  For purposes of this  paragraph,
"control"  shall mean the  possession,  directly or indirectly,  of the power to
direct or cause the direction of the management and policies of the Corporation,
whether through the ownership of voting stock, by contract, or otherwise.

                                   ARTICLE III

                         EXECUTIVE AND OTHER COMMITTEES

     Section 1. How Constituted and the Powers Thereof. The Board by the vote of
a  majority  of the  entire  Board  may  designate  four  or more  directors  to
constitute an Executive Committee, who shall serve at the pleasure of the Board.
Except as otherwise provided by law, by these By-Laws,  or by resolution adopted
by a majority of the entire Board, the Executive Committee shall possess and may
exercise during the intervals between the meetings of the directors,  all of the
powers of the Board in the  management of the business,  affairs and property of
the Corporation,  including,  without limitation, the power to cause the seal of
the  Corporation to be affixed to all papers that may require it, and references
in the  By-Laws  to action  authorized  to be taken by the Board  shall,  unless
prohibited  by law or the  Certificate  of  Incorporation,  be deemed to include
action  authorized to be taken by the Executive  Committee;  provided,  however,
that the Executive  Committee shall not have the power or authority to amend the
Certificate  of  Incorporation,  adopt an agreement of merger or  consolidation,
recommend  to  the  shareholders  the  dissolution  of  the  Corporation  or the
revocation of a dissolution, or amend these By-Laws.

     Section  2.  Organization.  The  Executive  Committee  may  choose  its own
chairman  and may adopt  rules for its  procedure.  The  Committee  shall keep a
written record of its acts and proceedings and report the same from time to time
to the Board.

     Section 3. Meetings.  Meetings of the Executive  Committee may be called by
its  chairman,  and shall be called by him at the  request  of any member of the
Committee;  if there shall be no chairman,  meetings may be called by any member
of the Committee.  Notice of each meeting of the Committee shall be delivered to
each member of the Committee either personally or by telephone, telegraph, cable
or wireless, at least twenty-four hours before the time at which such meeting is
to be held or by  first-class  mail,  postage  prepaid,  addressed to him at his
residence,  or usual place of  business,  deposited  in the mails at least three
days  before  the day on which such  meeting  is to be held.  Notice of any such
meeting need not be given to any director who shall,  either before or-after the
meeting,  submit a signed  waiver of notice or who  shall  attend  such  meeting
without protesting, prior to or at its commencement,  the lack of notice to him.
A notice or waiver of notice of any  regular or special  meeting  need not state
the purposes of such meeting.

     Section 4. Quorum and Manner of Acting.  At all  meetings of the  Executive
Committee,  the  presence  of  members  consisting  of a  majority  of the total
authorized  membership  of  the  Executive  Committee  shall  be  necessary  and
sufficient to constitute a quorum for the  transaction of business,  and the act
of the majority of the total  authorized  membership of the Executive  Committee
present at any meeting shall be the act of the Executive Committee.

     Section 5. Removal.  Any member of the Executive  Committee may be removed,
with or without cause, at any time, by the Board.

     Section 6.  Vacancies.  Any  vacancy in the  Executive  Committee  shall be
filled by the Board.

     Section 7. Other Committees.  The Board may by resolution  provide for such
other standing or special committees as it deems desirable,  and discontinue the
same at pleasure. Each committee shall have such powers and perform such duties,
not inconsistent with law, as may be assigned to it by the Board.

                                   ARTICLE IV

                                    OFFICERS

     Section 1.  Number.  The  officers  of the  Corporation  shall  include the
Chairman of the Board, the President,  one or more Vice Presidents (including an
Executive Vice President and one or more Senior Vice Presidents, if the Board so
determines),  a Treasurer and a Secretary.  The Board, the Chairman of the Board
or the  President  may from  time to time  appoint  one or more  Assistant  Vice
Presidents,  Assistant Secretaries and Assistant Treasurers. The same person may
hold any two or more offices except those of President and Secretary.

     Section 2. Salaries.  The Board may from time to time fix the salary of the
President  as well as the  salaries of other  officers of the  Corporation.  The
Board may  delegate  to the  President  the power to fix the salary of  officers
appointed  by him. An officer of the  Corporation  shall not be  prevented  from
receiving compensation by reason of the fact that he is also a director, but any
such  officer  who  shall  also be a  director  shall  not  have any vote in the
determination of the salary paid to him.

     Section 3. Election, Term of Office and Qualifications. All officers of the
Corporation shall be elected or appointed  annually (unless otherwise  specified
at the time of election)  by the Board and each officer  shall hold office until
the meeting of the Board following the next annual meeting of  shareholders  and
until his  successor  shall have been duly chosen and shall have  qualified,  or
until he shall  resign or shall  have been  removed  in the  manner  hereinafter
provided.  The Board may from time to time appoint such other  officers,  agents
and employees of the Corporation as may be deemed proper,  and may authorize any
officer to appoint and remove agents and  employees.  The Board may from time to
time prescribe the powers and duties of such  officers,  agents and employees of
the Corporation in the management of its property, affairs and business.

     Section 4.  Resignation.  Any officer of the  Corporation may resign at any
time by giving written notice of his resignation to the Board, the President, or
the  Secretary.  Any such  resignation  shall take effect at the time  specified
therein or, if the time when it shall  become  effective  shall not be specified
therein,  immediately upon its receipt;  and unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.

     Section  5.  Vacancies.  If any  vacancy  shall  occur in any office of the
Corporation,  such vacancy shall be filled by the Board,  or by the President if
these By-Laws authorize him to appoint such office.

     Section 6. Removal.  Any officer of the Corporation may be removed,  either
with or without cause, by the Board or the President if these By-Laws  authorize
him to appoint such office.

     Section 7. The Chairman of the Board.  The Chairman of the Board may be the
chief executive officer of the Corporation and shall have the general and active
management of the business and affairs of the Corporation and general and active
supervision  and  direction  over the other  officers,  agents and employees and
shall see that their  duties  are  properly  performed.  He shall,  if  present,
preside at each meeting of the  shareholders and of the Board and shall be an ex
officio  member of all  committees  of the Board.  He shall  perform  all duties
incident to the office of Chairman  and chief  executive  officer and such other
duties as may from time to time be assigned by the Board.

     Section 8. The President.  The President shall be the chief  administrative
officer of the Corporation and shall have the general and active supervision and
direction over the business and affairs of the  Corporation and over its general
officers,  subject,  however, to the direction of the Chairman of the Board. The
President  shall see that all orders and  directions  of the  shareholders,  the
Board and the  Chairman  of the  Board are  carried  into  effect.  He may sign,
execute  and  deliver,  in the name of and on  behalf  of the  Corporation,  all
certificates,   deeds,   mortgages,   bonds,  contracts  and  other  instruments
authorized  by the  Board,  except in cases  where the  signing,  execution  and
delivery thereof shall be expressly  delegated by the Board, the Chairman of the
Board or these  By-Laws to some other  officer  or agent of the  Corporation  or
except  as  otherwise  provided  by  statute.  He  may  affix  the  seal  of the
Corporation  to any  instrument,  which shall  require the  corporate  seal.  In
general,  he shall  perform all duties  incident to the office of President  and
chief  administrative  officer and such other duties as from time to time may be
assigned to him by the Board, the Chairman of the Board or these By-Laws.

     Section 9. Vice  Presidents.  The Vice President or Vice  Presidents of the
Corporation,  under the direction of the  President,  shall have such powers and
perform  such  duties  as the  Board  or the  President  may  from  time to time
prescribe,  and shall  perform such other duties as may be  prescribed  in these
By-Laws.  In case of the absence or inability of the  President to act, then the
Vice Presidents,  in the order designated  therefor by the Board, shall have the
powers to discharge the duties of the President.

     Section 10. Treasurer. The Treasurer, under the direction of the President,
shall have charge of the funds,  securities,  receipts and  disbursements of the
Corporation.  He shall deposit all moneys and other valuable effects in the name
and to the credit of the  Corporation  in such banks or trust  companies or with
such other  depositories as the Board may from time to time designate.  He shall
supervise  and have  charge  of  keeping  correct  books of  account  of all the
Corporation's business and transactions. If required by the Board, he shall give
a bond in such sum as the Board may  designate,  conditioned  upon the  faithful
performance of the duties of his office and the restoration to the  Corporation,
at the  expiration  of his term of  office,  or upon his death,  resignation  or
removal from office, of all books, papers,  vouchers, money or other property of
whatever kind in his possession belonging to the Corporation. He shall also have
such other powers and perform such other duties as pertain to his office,  or as
the Board or the President may from time to time prescribe.

     Section 11.  Assistant  Treasurers.  In the absence of or disability of the
Treasurer, the Assistant Treasurers, in the order designated by the Board, shall
perform the duties of the  Treasurer,  and,  when so acting,  shall have all the
powers of, and be subject to all  restrictions  upon, the Treasurer.  They shall
also  perform  such other duties as from time to time may be assigned to them by
the Board or the President.

     Section 12.  Secretary.  The  Secretary  shall  attend all  meetings of the
shareholders  and the Board and shall keep the minutes of all such meetings in a
book or books kept by him for that  purpose.  He shall keep in safe  custody the
seal of the Corporation,  and, when authorized by the Board, he shall affix such
seal to any  instrument  requiring  it. He shall also have such other powers and
perform  such  other  duties as pertain  to his  office,  or as the Board or the
President may from time to time prescribe.

     Section  13.  Assistant  Secretary.  In the  absence or  disability  of the
Secretary,  the  Assistant  Secretaries,  in the order  designated by the Board,
shall perform the duties of the  Secretary,  and when so acting,  shall have the
powers of, and be subject to all the  restrictions  upon,  the  Secretary.  They
shall also  perform  such other  duties as from time to time may be  assigned to
them by the Board or the President.

                                    ARTICLE V

                              CERTIFICATES OF STOCK

     Section 1. Issuance of  Certificates  of Stock.  Certificates  representing
shares  of the  Corporation's  capital  stock  shall be in such form as shall be
determined  by the Board and as  required  by law.  They shall be  numbered  and
entered in the books of the  Corporation  as they are issued,  shall exhibit the
holder's name and the number of shares and shall be signed by the President or a
Vice President,  and the Secretary or an Assistant Secretary or the Treasurer or
an Assistant Treasurer, and may bear the corporate seal. If any such certificate
is  countersigned  (a) by a transfer  agent  other than the  Corporation  or its
employee, or (b) by a registrar other than the Corporation or its employee,  any
other signature thereon may be a facsimile, engraved or printed.

     Section  2. Lost or  Destroyed  Certificates.  The  Board may  direct a new
certificate  or  certificates  to be  issued  in  place  of any  certificate  or
certificates  theretofore issued by the Corporation alleged to have been lost or
destroyed  upon the making of an affidavit  of that fact by the person  claiming
the certificate of stock to be lost or destroyed. When authorizing such issue of
a new  certificate  or  certificates  the Board may in its  discretion  and as a
condition  precedent to the issuance  thereof  require the owner of such lost or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall  require  and/or to give the  Corporation  a
bond in such sum and with such surety or sureties as it may direct as  indemnity
against any claims that may be made against the Corporation  with respect to the
certificate alleged to have been lost or destroyed.  Worn, defaced and mutilated
certificates of stock may be surrendered  and cancelled and new  certificates in
lieu of the same may be issued.

     Section 3.  Transfer  Agents and  Registrars.  The Board may appoint one or
more  transfer  agents  and  one  or  more  registrars.  Upon  surrender  to the
Corporation  or to a transfer agent of the  Corporation  of a share  certificate
duly endorsed or  accompanied by proper  evidence of  succession,  assignment or
authority to transfer,  it shall be the duty of the  Corporation  to issue a new
certificate to the person  entitled  thereto and cancel the old  certificate and
every  such  transfer  of shares  shall be  entered  on the  stock  books of the
Corporation  which  shall be kept in the  office  of the  Corporation  or at the
office of one of its transfer agents.  The stock books of the Corporation  shall
contain the names and  addresses  of all  shareholders,  the number and class of
shares held by each, and the dates when they  respectively  became the owners of
record thereof.

     Section 4. Holder of Record. The Corporation shall be entitled to treat the
holder of record of any  share or  shares  as the  holder in fact  thereof  and,
accordingly,  shall not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other  person  whether or not it shall
have express or other notice thereof,  except as expressly  provided by the laws
of New York.

                                   ARTICLE VI

                               GENERAL PROVISIONS

     Section  1.  Fixing  of  Record  Date.   For  the  purpose  of  determining
shareholders  entitled to notice of or to vote at any meeting of shareholders or
any  adjournment  thereof,  or  shareholders  entitled to receive payment of any
dividend  or to receive  any other  distribution,  or for the  allotment  of any
rights,  or for the  delivery of  evidences  of rights or evidences of interests
arising out of any change,  conversion or exchange of capital shares, or for the
purpose of any other  action,  the Board may fix in advance a date as the record
date of any such determination of shareholders,  such date in any case to be not
more than fifty days and,  in case of a meeting of  shareholders,  not less than
ten days prior to the date of such  meeting.  If no record date is fixed for the
determination  of shareholders  entitled to notice of or to vote at a meeting of
shareholders,  or  shareholders  entitled to receive payment of a dividend or to
receive any other  distribution  or for any other proper  purpose,  the close of
business on the day next preceding the day on which the notice of the meeting is
mailed or the close of business on the day on which the  resolution of the Board
declaring such dividend or  distribution or taking such other action is adopted,
as the  case  may  be,  shall  be the  record  date  of  such  determination  of
shareholders.  When a  determination  of  shareholders  entitled  to vote at any
meeting  of  shareholders  has  been  made as  provided  in this  section,  such
determination shall apply to any adjournment thereof.

     Section  2.  Dividends.  The Board may from  time to time  declare  and the
Corporation may pay dividends upon its  outstanding  shares of capital stock, in
the  manner  and  upon  the  terms  and  conditions  provided  by law and by the
Certificate of Incorporation or other certificate filed pursuant to law relating
thereto.

     Section 3. Corporate Seal. The seal of the Corporation shall be in the form
of a circle and shall bear the name of the Corporation and the state and year of
its incorporation.

     Section 4.  Examination of Books and Records.  The Board may determine from
time to time  whether,  and to what  extent,  and at which  times and places and
under  what  conditions  and   regulations,   the  accounts  and  books  of  the
Corporation,   or  any  of  them,  shall  be  open  to  the  inspection  of  the
shareholders,  and no shareholder shall have any right to inspect any account or
book or document of the  Corporation,  except as provided by the statutes of the
State of New York or authorized by the Board.

     Section  5.  Voting  of  Shares  in Other  Corporations.  Unless  otherwise
provided  by  resolution   adopted  by  the  Board,  any  shares  in  any  other
corporation,  which  may from  time to time be held by the  Corporation,  may be
represented and voted at any shareholders'  meetings thereof by the President or
one of the Vice Presidents of the Corporation,  or by proxy or proxies appointed
by the President or one of the Vice Presidents of the Corporation.  In addition,
the President or one of the Vice  Presidents of the  Corporation  may consent in
writing  or join in a consent in  writing  in the name of the  Corporation  as a
holder of such shares to any action taken without a meeting by the  shareholders
of such corporations.

     Section 6. Fiscal  Year.  The fiscal year of the  Corporation  shall be the
Saturday nearest to the 31st day of October in each year.

     Section  7.  Drafts,  Checks,  Etc.  All  checks,  drafts or orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by such officer or officers, agent or agents, or
person or persons to whom the Board shall have  delegated  the power,  but under
such  conditions and  restrictions as in said  resolutions  may be imposed.  The
signature  of  any  officer  upon  any  of the  foregoing  instruments  may be a
facsimile whenever authorized by the Board.

                                   ARTICLE VII

                INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

     (a)  Indemnification  of Directors and Officers.  The Corporation shall, to
the fullest  extent  permitted by applicable  law, as amended from time to time,
indemnify  any person who is or was made,  or  threatened to be made, a party to
any action or  proceeding,  whether  civil or criminal,  whether  involving  any
actual or alleged breach of duty, neglect or error, any  accountability,  or any
actual or alleged  misstatement,  misleading  statement or other act or omission
and whether brought or threatened in any court or  administrative or legislative
body or agency,  including any action by or in the right of the  Corporation  to
procure  a  judgment  in its favor and an action by or in the right of any other
corporation of any type or kind, domestic or foreign, or any partnership,  joint
venture, trust, employee benefit plan or other enterprise, which any director or
officer of the  Corporation  is serving or served in any capacity at the request
of the Corporation, by reason of the fact that he, his testator or intestate, is
or was a director  or officer of the  Corporation,  or is serving or served such
other corporation,  partnership,  joint venture, trust, employee benefit plan or
other  enterprise in any capacity,  against  judgments,  fines,  amounts paid in
settlement,  and expenses (including attorneys' fees, cost and charges) incurred
as a result of such action or proceeding, or appeal therein; provided,  however,
that no  indemnification  shall be provided to any such person who is a director
or officer of the Corporation if a judgment or other final adjudication  adverse
to such director or officer  establishes that (i) his acts were committed in bad
faith or were the  result of active and  deliberate  dishonesty  and,  in either
case, were material to the cause of action so adjudicated, or (ii) he personally
gained in fact a financial profit or other advantage to which he was not legally
entitled.

     (b)  Indemnification  of Others.  The  Corporation  may indemnify any other
person to whom the  Corporation is permitted to provide  indemnification  or the
advancement  of expenses to the fullest  extent  permitted  by  applicable  law,
whether  pursuant to rights  granted  pursuant  to, or provided by, the New York
Business  Corporation  Law  or  other  rights  created  by (i) a  resolution  of
shareholders,  (ii) a resolution of directors,  or (iii) an agreement  providing
for such  indemnification,  it being  expressly  intended  that this Article VII
authorize the creation of other rights in any such manner.

     (c) Reimbursement and Advances.  The Corporation  shall, from time to time,
reimburse or advance to any person  referred to in paragraph (a) of this Article
VII the funds  necessary  for payment of expenses  (including  attorney's  fees,
costs and charges) incurred in connection with any action or proceeding referred
to in paragraph (a) of this Article VII,  upon receipt of a written  undertaking
by or on behalf of such  person to repay such  amount(s)  if a judgment or other
final adjudication  adverse to the director or officer  establishes that (i) his
acts were  committed  in bad faith or were the result of active  and  deliberate
dishonesty  and,  in  either  case,  were  material  to the  cause of  action so
adjudicated,  or (ii) he personally  gained in fact a financial  profit or other
advantage  to which  he was not  legally  entitled.  Nothing  contained  in this
paragraph  (c) shall limit the right of the  Corporation,  from time to time, to
reimburse or advance  funds to any person  referred to in paragraph  (b) of this
Article VII.

     (d) Serving at the Request of the  Corporation.  Without  limitation of any
indemnification  provided by paragraph  (a) of this Article VII, any director or
officer of the Corporation serving (i) another corporation,  partnership,  joint
venture or trust of which the majority of the voting power or residual  economic
interest  is held,  directly  or  indirectly,  by the  Corporation,  or (ii) any
employee  benefit plan of the  Corporation  or any entity  referred to in clause
(i),  in any  capacity,  shall be  deemed to be doing so at the  request  of the
Corporation.

     (e) Determination of Entitlement.  Any person entitled to be indemnified or
to the reimbursement or advancement of expenses as a matter of right pursuant to
this Article VII may elect to have the right to indemnification  (or advancement
of expenses)  interpreted  on the basis of the  applicable  law in effect at the
time of the  occurrence  of the event or  events  giving  rise to the  action or
proceeding,  to the extent  permitted by law, or on the basis of the  applicable
law in effect at the time indemnification is sought.

     (f) Contractual  Right. The right to be indemnified or to the reimbursement
or  advancement  of  expenses  pursuant  to  this  Article  VII or a  resolution
authorized pursuant to paragraph (b) of this Article VII (i) is a contract right
pursuant  to  which  the  person  entitled  thereto  may  bring  suit  as if the
provisions  hereof  (or of any such  resolution)  where set forth in a  separate
written contract between the Corporation and such person, (ii) is intended to be
retroactive and shall, to the extent permitted by law, be available with respect
to events  occurring prior to the adoption  hereof,  and (iii) shall continue to
exist after the  rescission or restrictive  modification  hereof with respect to
events  occurring prior thereto.  The  Corporation  shall not be obligated under
this Article VII (including any resolution or agreement  authorized by paragraph
(b) of this  Article  VII) to make any  payment  hereunder  (or  under  any such
resolution  or  agreement)  to the  extent the  person  seeking  indemnification
hereunder  (or under any such  resolution or  agreement)  has actually  received
payment (under any insurance policy, resolution,  agreement or otherwise) of the
amounts  otherwise  indemnifiable  hereunder  (or under any such  resolution  or
agreement).

     (g)  Judicial   Claims.   If  a  request  to  be  indemnified  or  for  the
reimbursement  or  advancement  of expenses  pursuant to paragraph (a) or (c) of
this Article VII is not paid in full by the Corporation within thirty days after
a written  claim has been received by the  Corporation,  the claimant may at any
time thereafter  bring suit against the Corporation to recover the unpaid amount
of the claim and,  if  successful  in whole or in part,  the  claimant  shall be
entitled  also to be paid the expenses of  prosecuting  such claim.  Neither the
failure of the Corporation (including its Board of Directors,  independent legal
counsel or shareholders) to have made a determination  prior to the commencement
of such  action that  indemnification  of or  reimbursement  or  advancement  of
expenses  to the  claimant  is  proper  in  the  circumstances,  nor  an  actual
determination by the Corporation (including its Board of Directors,  independent
legal   counsel  or   shareholders)   that  the  claimant  is  not  entitled  to
indemnification or reimbursement or advancement of expenses,  shall be a defense
to the action or create a presumption that the claimant is not so entitled.

     (h) Successor Corporation.  For purposes of this Article VII, the term "the
Corporation" shall include any legal successor to the Corporation, including any
corporation  which  acquires  all or  substantially  all of  the  assets  of the
Corporation in one or more transactions.

     (i)  Nonexclusivity.  The rights  granted  pursuant  to or  provided by the
foregoing  provisions  of this Article VII shall be in addition to and shall not
be exclusive of any other rights to  indemnification  and expenses to which such
person may otherwise be entitled by law, contract or otherwise.

                                  ARTICLE VIII

                                   AMENDMENTS

     Section 1. By Shareholders. The By-Laws may be amended, repealed or adopted
by a majority vote of the stock  entitled to vote present or  represented at any
annual or special  meeting of the  shareholders  at which a quorum is present or
represented, provided notice of the proposed action shall have been contained in
the notice of the meeting.

     Section  2. By  Directors.  Except as  otherwise  provided  by law,  by the
Certificate of  Incorporation  or other  certificate  filed pursuant to law, the
By-Laws also may be amended,  repealed or adopted by the  affirmative  vote of a
majority  of the Board at any meeting of the Board or by the  unanimous  written
consent of the Board in lieu of any such meeting, except with respect to special
meetings of the shareholders,  and the election and term of office of directors.
In addition, any amendments to the By-Laws adopted by the Board must be affirmed
by the shareholders at the next annual meeting following such amendment.

                                   ARTICLE IX

                      SHAREHOLDER NOMINATIONS OF DIRECTORS

     Only persons who are nominated in accordance with the following  procedures
shall be eligible for election as Directors. Nominations of persons for election
to the Board of the  Corporation  may be made at a meeting of shareholders by or
at the direction of the Board of Directors by any nominating committee or person
appointed by the Board or by any shareholder of the Company entitled to vote for
the election of Directors at the meeting who complies with the notice procedures
set forth in this Article IX. Such  nominations,  other than those made by or at
the  direction of the Board,  shall be made pursuant to timely notice in writing
to the Secretary, Harvey Electronics,  Inc. To be timely, a shareholder's notice
shall be delivered to or mailed and received at the principal  executive offices
of the  Corporation  not less than 60 days nor more  than 120 days  prior to the
meeting.  Such  shareholder's  notice to the Secretary shall set forth (a) as to
each person whom the shareholder proposes to nominate for election or reelection
as a Director,  (i) the name, age, business address and residence address of the
person,  (ii) the principal  occupation  or employment of the person,  (iii) the
class  and  number  of  shares of  capital  stock of the  Corporation  which are
beneficially owned by the person and (iv) any other information  relating to the
person  that is  required  to be  disclosed  in  solicitations  for  proxies for
election of Directors pursuant to Schedule 14A under the Securities Exchange Act
of 1934,  as amended;  and (b) as to the  shareholder  giving the notice (i) the
name and  record  address  of the  shareholder  and (ii) the class and number of
shares of capital stock of the Corporation  which are beneficially  owned by the
shareholder.  The Corporation  may require any proposed  nominee to furnish such
other  information as may reasonably be required by the Corporation to determine
the  eligibility  of  such  proposed   nominee  to  serve  as  Director  of  the
Corporation.  No person  shall be  eligible  for  election  as a Director of the
Corporation unless nominated in accordance with the procedures set forth herein.

     The Chairman of the meeting  shall,  if the facts  warrant,  determine  and
declare to the meeting that a  nomination  was not made in  accordance  with the
foregoing procedure,  and if he should so determine,  he shall so declare to the
meeting and the defective nomination shall be disregarded.

                                    ARTICLE X

                     ADVANCE NOTICE OF SHAREHOLDER-PROPOSED
                           BUSINESS AT ANNUAL MEETINGS

     At an annual  meeting  of the  shareholders,  only such  business  shall be
conducted as shall have been properly brought before the meeting. To be properly
brought  before an annual  meeting,  business must be specified in the notice of
meeting (or any  supplement  thereto) given by or at the direction of the Board,
otherwise  properly  brought  before the meeting by or at the  direction  of the
Board,  or otherwise  properly  brought before the meeting by a shareholder.  In
addition  to any other  applicable  requirements,  for  business  to be properly
brought  before an annual meeting by a shareholder,  the  shareholder  must have
given timely notice  thereof in writing to the  Secretary,  Harvey  Electronics,
Inc. To be timely,  a  shareholder's  notice must be  delivered to or mailed and
received at the principal executive offices of the Corporation, not less than 60
days nor more than 120 days prior to the meeting. A shareholder's  notice to the
Secretary  shall set forth as to each matter the  shareholder  proposes to bring
before the annual meeting (i) a brief  description of the business desired to be
brought before the annual  meeting and the reasons for conducting  such business
at the  annual  meeting,  (ii) the name and record  address  of the  shareholder
proposing such business, (iii) the class and number of shares of the Corporation
which are beneficially owned by the shareholder,  and (iv) any material interest
of the shareholder in such business.

     Notwithstanding  anything in the By-laws to the contrary, no business shall
be conducted at the annual meeting except in accordance  with the procedures set
forth in this Article X, provided, however, that nothing in this Article X shall
be deemed to preclude  discussion by any  shareholder  of any business  properly
brought before the annual meeting in accordance with said procedure.

     The Chairman of an annual  meeting shall,  if the facts warrant,  determine
and declare to the meeting that  business was not  properly  brought  before the
meeting in accordance with the provisions of this Article X, and if he should so
determine, he shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted.