UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): December 20, 2005



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


         NEW YORK                       1-4626                   13-1534671
- -------------------------------  -----------------------   -----------------
(State or other jurisdiction of  (Commission File Number)    (IRS Employer
 incorporation)                                          Identification Number)



                  205 Chubb Avenue, Lyndhurst, New Jersey 07071
- -------------------------------------------------------------------------------
   (Address of principal executive office)                          (Zip Code)


Registrant's telephone number, including area code:  (201) 842-0078



                                       N/A
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report)





Item 3.01 Notice of Delisting or Failure to Satisfy a Continued  Listing Rule or
Standard; Transfer of Listing

     On December 20, 2005, Harvey Electronics,  Inc. ("Harvey" or the "Company")
received a Nasdaq Staff  deficiency  letter (the "Letter"),  indicating that the
Company  is  not  in  compliance  with  the  $1.00  minimum  closing  bid  price
requirement  for continued  listing on The Nasdaq Capital Market as set forth in
Marketplace Rule 4310(c)(4) (the "Rule"). Harvey received the Letter because the
bid  price of  Harvey's  Common  Stock  closed  below  $1.00  per  share  for 30
consecutive business days.

     The  Letter  also  stated  that,  in  accordance  with   Marketplace   Rule
4310(c)(8)(D),  Harvey will be provided  180  calendar  days,  or until June 19,
2006, to regain compliance.  In accordance with Marketplace Rule  4310(c)(8)(E),
if at any time before June 19, 2006, the bid price of the Company's common stock
closes at or above  $1.00 per share for a minimum  of ten  consecutive  business
days,  the Company will be provided  written  notice that it complies  under the
Rule.

     If compliance  with the Rule cannot be  demonstrated  by June 19, 2006, the
Staff will  determine  whether  Harvey meets The Nasdaq  Capital  Market initial
listing criteria set forth in Marketplace Rule 4310(c), except for the bid price
requirement. If the Company meets the initial listing criteria, the Company will
be given notice that it has been granted an additional 180  calendar-day  period
to comply with the Rule.  If it is  determined  that the Company is not eligible
for this  additional  compliance  period,  the Company will be provided  written
notice  that its  securities  will be  delisted.  At that time,  the Company may
appeal to a Listing Qualifications Panel the Staff's determination to delist its
securities.

     Harvey has not yet determined what action, if any, it will take in response
to this notice,  although Harvey intends to monitor the closing bid price of its
Common Stock between now and June 19, 2006, and to consider available options if
its Common Stock does not trade at a level likely to result in Harvey  regaining
compliance with the Nasdaq minimum closing bid price requirement.

Item 9.01 Financial Statements and Exhibits

          99.1 Press Release dated December 23, 2005


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                               HARVEY ELECTRONICS, INC.


                               By:/s/Joseph J. Calabrese
                                  -------------------------------------------
                                  Joseph J. Calabrese, Executive Vice President
                                  Chief Financial Officer, Treasurer and
                                  Secretary

Date: December 23, 2005




For Immediate Release
December 23, 2005

                        HARVEY ELECTRONICS, INC. RECEIVES
                   NASDAQ NOTICE RELATED TO MINIMUM BID PRICE

Lyndhurst,   NJ,  December  23,  2005  --  Harvey  Electronics,   Inc.  ("Harvey
Electronics",  "Harvey" or the "Company".  NASDAQ Capital Market symbol: "HRVE")
announced today that it received a deficiency  letter (the "Letter") on December
20,  2005 from The Nasdaq  Stock  Market  indicating  that the Company is not in
compliance with the continued listing  requirements on The Nasdaq Capital Market
because for the previous 30 consecutive  business days, the bid price had closed
below the $1.00 minimum per share requirement for continued listing as set forth
in Marketplace  Rule 4310(c)(4) (the "Minimum Bid Price Rule").  The issuance by
Nasdaq of such letters is standard procedure when a listed company does not meet
the Minimum Bid Price Rule. By Nasdaq rule, Harvey will be provided 180 calendar
days,  or until June 19, 2006, to regain  compliance  with the Minimum Bid Price
Rule. This Letter has no effect on the listing of the Company's  common stock at
this time.

The Letter also stated that, in accordance with Marketplace Rule  4310(c)(8)(E),
if at any time before June 19, 2006, the bid price of the Company's common stock
closes at or above  $1.00 per share for a minimum  of ten  consecutive  business
days,  the Company will be provided  written  notice that it complies  under the
Minimum Bid Price Rule.

If compliance with the Minimum Bid Price Rule cannot be demonstrated by June 19,
2006,  the Staff will  determine  whether Harvey meets The Nasdaq Capital Market
initial listing criteria set forth in Marketplace  Rule 4310(c),  except for the
bid price  requirement.  If the Company meets the initial listing criteria,  the
Company  will be  given  notice  that it has  been  granted  an  additional  180
calendar-day  period  to  comply  with the  Minimum  Bid  Price  Rule.  If it is
determined  that the  Company is not  eligible  for this  additional  compliance
period,  the Company will be provided written notice that its securities will be
delisted.  At that time,  the Company may appeal the  Staff's  determination  to
de-list its securities to a Listing Qualifications Panel.

Harvey  Electronics is a leading  retailer and custom installer of high quality,
exclusive home theater,  audio and video products in the  metropolitan  New York
area. The Company  currently  operates a total of nine  locations;  eight Harvey
showrooms and one separate Bang & Olufsen  branded  store.  There are two Harvey
locations in Manhattan and six suburban  locations in Paramus,  New Jersey;  Mt.
Kisco, in Westchester;  Greenwich, Connecticut;  Greenvale/Roslyn,  on the north
shore  of Long  Island,  in  Eatontown,  New  Jersey  and our  newest  store  in
Bridgewater,  New Jersey.  The Bang & Olufsen  branded store is located in Union
Square on 927 Broadway at 21st Street, in Manhattan. The Company also has a Bang
& Olufsen showroom within our Harvey retail store in Greenwich, Connecticut.

                                    - more -



Audio Video International,  a well-respected trade publication, has named Harvey
Electronics a national "Top Ten Retailer of the Year", seven years in a row.

Please  visit a Harvey store or one of our Bang & Olufsen  showrooms.  Ask about
our Trade-In and Trade-Up  Program and turn your old ordinary  audio  components
into cash, to be used towards the extraordinary products you have always wanted.
Experience  a Harvey  home  theater,  including  a  high-definition  plasma flat
screen,  LCD or  DLP  television,  DVD  player  and  superior  audio  components
controlled by one, easy to operate,  remote control and presented in beautifully
designed home  vignettes,  also featuring the finest in  audio/video  furniture.
Also, please inquire about Harvey's custom installation services.

From time to time,  information provided by the Company,  statements made by its
employees  or  information,  included in its  filings  with the  Securities  and
Exchange Commission may contain statements, which are so-called "forward-looking
statements"  and  not  historical  facts.   Forward-looking  statements  can  be
identified  by  the  use  of  words  such  as  "believe",   "expect",  "intend",
"anticipate",   "in  my  opinion",  and  similar  words  or  variations.   These
forward-looking  statements  are made pursuant to the safe harbor  provisions of
the Private  Securities  Litigation  Reform Act of 1995.  The  Company's  actual
future results may differ significantly from those stated in any forward-looking
statements.   Forward-looking   statements   involve   a  number  of  risks  and
uncertainties,  including,  but not limited to, product demand,  pricing, market
acceptance,  litigation,  risks in product and technology  development and other
risk factors detailed in the Company's  Prospectus dated March 31, 1998 and from
time  to  time in the  Company's  Securities  and  Exchange  Commission  reports
including its Form 10-K and Forms 10-Q.

For  more   information   and   showroom   locations,   visit  our   website  at
www.harveyonline.com.

CONTACTS:
o        Michael E. Recca,
         Chairman of the Board
         Tel. (212) 709-1907, Fax: (212) 709-1952
         Email: mer@skycapitalholdings.com
o        Franklin C. Karp, CEO/President,
         E-mail: fkarp@harveyonline.com or
         Joseph J. Calabrese, Executive Vice President & CFO
         E-mail: jcalabrese@harveyonline.com
         Harvey Electronics, Inc.
         Tel. (201) 842-0078, Fax (201) 842-0317


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