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):     March 10, 1995     

                           HARVEY GROUP INC.
             (Exact name of registrant as specified in charter)

     New York                       1-4626                  13-1534671     
(State or other jurisdiction       (Commission           (I.R.S. Employer
  of incorporation)                File Number)         Identification No.)

600 Secaucus Road, Secaucus, New Jersey                             07094  
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code       (201) 865-3418   

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


                    Exhibit Index is located on Page   


     Item 5.  Other Events.

               On March 10, 1995, The Harvey Group Inc. (the
     "Company") retained a placement agent pursuant to which such
     agent will seek to raise, on a best efforts basis, up to
     $4,200,000 of new equity to obtain additional working capital for
     the Company in light of continuing losses.  The proposed
     placement will be for up to 12,000,000 shares at an anticipated
     price between $0.35 and $0.38 per share.  Fees relating to the
     completion of this transaction include the issuance of 7,750,000
     seven-year warrants (which includes 2,750,000 warrants to
     purchase shares of common stock at an exercise price of $0.42 to
     be issued to such agent and the 5,000,000 warrants to be issued
     to Capital Vision Group as discussed below).  The proposed
     transaction is subject to certain conditions, including, among
     others, shareholder approval of the transaction and restructuring
     of certain existing indebtedness into equity of the Company. 
     There can be no assurance that this proposed transaction will be
     completed.

               The Company also entered into a letter agreement with
     Capital Vision Group ("CVG") pursuant to which the Company has
     agreed, among other things, to retain CVG as its financial and
     business advisor upon completion of the above referenced private
     placement.  As compensation for CVG's services, the Company
     agreed to pay CVG a cash fee equal to $6,000 per month and to
     grant CVG warrants to purchase 5,000,000 shares of common stock
     at an exercise price of $0.50 per share.  

               Copies of the agreement with the placement agent and
     the letter agreement with CVG are incorporated herein by
     reference and are filed herewith as Exhibits 99.1 and 99.2,
     respectively.  A copy of a press release issued by the Company
     announcing the proposed placement is filed herewith as Exhibit
     99.3 and is incorporated herein by reference.


                                 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.

                                   THE HARVEY GROUP INC.

                                   By:  /s/ Joseph J. Calabrese, Jr.  
                                        Name:  Joseph J. Calabrese, Jr.
                                        Title: Vice President and
                                               Chief Financial Officer

     Dated:  March 21, 1995


                                EXHIBIT INDEX

     Exhibit No.              Description                         Page No.

     99.1         Letter Agreement, dated March 10, 1995, by
                  and between The Harvey Group Inc. and
                  Janssen-Meyers Associates, L.P.

     99.2         Letter Agreement, dated March 9, 1995,    
                  by and between The Harvey Group Inc. and  
                  Capital Vision Group.

     99.3         Press Release, dated March 13, 1995, issued
                  by The Harvey Group Inc.
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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):     March 10, 1995     

                           HARVEY GROUP INC.
             (Exact name of registrant as specified in charter)

     New York                       1-4626                  13-1534671     
(State or other jurisdiction       (Commission           (I.R.S. Employer
  of incorporation)                File Number)         Identification No.)

600 Secaucus Road, Secaucus, New Jersey                             07094  
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code       (201) 865-3418   

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

                    Exhibit Index is located on Page   

     Item 5.  Other Events.

               On March 10, 1995, The Harvey Group Inc. (the
     "Company") retained a placement agent pursuant to which such
     agent will seek to raise, on a best efforts basis, up to
     $4,200,000 of new equity to obtain additional working capital for
     the Company in light of continuing losses.  The proposed
     placement will be for up to 12,000,000 shares at an anticipated
     price between $0.35 and $0.38 per share.  Fees relating to the
     completion of this transaction include the issuance of 7,750,000
     seven-year warrants (which includes 2,750,000 warrants to
     purchase shares of common stock at an exercise price of $0.42 to
     be issued to such agent and the 5,000,000 warrants to be issued
     to Capital Vision Group as discussed below).  The proposed
     transaction is subject to certain conditions, including, among
     others, shareholder approval of the transaction and restructuring
     of certain existing indebtedness into equity of the Company. 
     There can be no assurance that this proposed transaction will be
     completed.

               The Company also entered into a letter agreement with
     Capital Vision Group ("CVG") pursuant to which the Company has
     agreed, among other things, to retain CVG as its financial and
     business advisor upon completion of the above referenced private
     placement.  As compensation for CVG's services, the Company
     agreed to pay CVG a cash fee equal to $6,000 per month and to
     grant CVG warrants to purchase 5,000,000 shares of common stock
     at an exercise price of $0.50 per share.  

               Copies of the agreement with the placement agent and
     the letter agreement with CVG are incorporated herein by
     reference and are filed herewith as Exhibits 99.1 and 99.2,
     respectively.  A copy of a press release issued by the Company
     announcing the proposed placement is filed herewith as Exhibit
     99.3 and is incorporated herein by reference.

                                 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.

                                   THE HARVEY GROUP INC.

                                   By:  /s/ Joseph J. Calabrese, Jr.  
                                        Name:  Joseph J. Calabrese, Jr.
                                        Title: Vice President and
                                               Chief Financial Officer

     Dated:  March 21, 1995

                                EXHIBIT INDEX

     Exhibit No.              Description                         Page No.

     99.1         Letter Agreement, dated March 10, 1995, by
                  and between The Harvey Group Inc. and
                  Janssen-Meyers Associates, L.P.

     99.2         Letter Agreement, dated March 9, 1995,    
                  by and between The Harvey Group Inc. and  
                  Capital Vision Group.

     99.3         Press Release, dated March 13, 1995, issued
                  by The Harvey Group Inc.