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 1934

Date of Report (Date of earliest event reported): ~~September~~ October 295, 2011

Harbin Electric, Inc.

(Exact name of registrant as specified in charter)

Nevada

(State or other jurisdiction of incorporation)

000-51006		98-0403396
(Commission File Number)		(IRS Employer Identification No.)

No. 9, Ha Ping Xi Lu, Ha Ping Lu Ji Zhong Qu Harbin Kai Fa Qu, Harbin, China		150060
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

86-451-86116757

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x¨ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 81.01 ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

On ~~September~~October 297, 2011, ~~Harbin~~the ~~Electric~~Company entered into an Amendment to Agreement and Plan of Merger dated as of October 7, ~~Inc.~~2011 (the “Amendment”) with Tech Full Electric Company, a Cayman Islands exempted company with limited liability (“Parent”) ~~issued~~and Tech Full Electric Acquisition, Inc., a ~~press~~Nevada ~~release~~corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). Pursuant Ato ~~copy~~the Amendment, the parties have agreed that the amount of the ~~press~~termination ~~release~~fee ispotentially ~~attached~~payable ~~hereto~~by asthe ~~Exhibit~~Company ~~99.1~~to Parent pursuant to the Agreement and isPlan ~~incorporated~~of ~~herein~~Merger dated as of June 19, 2011 by ~~reference~~and among the Company, Parent and Merger Sub (the “Merger Agreement”) shall be reduced from $22,500,000 to $19,750,000.

~~Important~~A ~~Additional~~copy ~~Information~~of the Amendment is filed herewith as Exhibit 10.1 and ~~Where~~is toincorporated ~~Find~~herein itby reference.

~~The~~Item press release attached hereto may be deemed to be solicitation material in respect of the proposals described in the Company’s definitive proxy statement on Schedule 14A, filed by the Company on September 29, 20118. In01 ~~connection~~Other with the proposed merger, the Company has filed with, or furnished to the Securities and Exchange Commission (the “SEC”), all relevant materials, including a definitive proxy statement on Schedule 14A, and will mail the definitive proxy statement on Schedule 14A to its shareholders. In addition, on September 29, 2011, certain participants in the proposed transaction filed with the SEC Amendment No. 4 to a Schedule 13E-3 transaction statement and will mail to the Company’s shareholders Amendment No. 4 to the Schedule 13E-3 transaction statement. INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED MERGER, THE PERSONS SOLICITING PROXIES IN CONNECTION WITH THE PROPOSED MERGER ON BEHALF OF THE COMPANY, AND THE INTERESTS OF THOSE PERSONS IN THE PROPOSED MERGER AND RELATED MATTERS. This press release is not a substitute for any proxy statement or other filings that may be made with the SEC should the proposed merger go forward. Shareholders are able to obtain copies of the Company’s definitive proxy statement and Amendment No. 4 to the Schedule 13E-3 transaction statement by contacting MacKenzie Partners, Inc. by email at harbinproxy@mackenziepartners.com or by calling +1-212-929-5500 or Toll-Free at +1-800-322-2885. In addition to receiving the Company’s definitive proxy statement and Amendment No. 4 to the Schedule 13E-3 transaction statement by mail, shareholders also will be able to obtain these documents, as well as other filings containing information about the Company, the proposed merger, and related matters, without charge, from the SEC’s website (http://www.sec.gov) or at the SEC’s public reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. In addition, these documents can be obtained, without charge, by contacting the Company at the following address and/or phone number:Events

~~Harbin~~Eleven ~~Electric~~stockholder class action lawsuits were filed against the Company and/or certain officers and the members of its board of directors in connection with the October 10, ~~Inc~~2010 non-binding proposal made by Mr. Tianfu Yang and Baring Private Equity Asia Group Limited to acquire all of the outstanding shares of the Company’s common stock not currently owned by Mr. Tianfu Yang and his affiliates for $24.00 per share in cash (the “Yang-Baring Proposal”). Six actions were filed in Nevada state court (Carson City, Clark County, or Washoe County), two actions were filed in Nevada federal district court, and three actions were filed in New York state court. All of the actions assert claims against the Company and/or members of the board of directors for allegedly breaching their fiduciary duties in connection with the Yang-Baring Proposal, as described further below. On August 19, 2011, the three New York actions were dismissed. Both of the actions pending in Nevada federal district court have also been dismissed.

NoOn or about October 19, 2010, the Company became aware that the first of the stockholder class actions had been filed against the Company and the members of its board of directors in connection with the Yang-Baring Proposal. 9In Hathose ~~Ping~~initial Xiactions, Luthe plaintiffs alleged, Haamong ~~Ping~~other Luthings, Jithat ~~Zhong~~the Quproposed buyout price and the process of evaluating the Yang-Baring Proposal were unfair and inadequate. On May 3, 2011, the Nevada state court appointed Co-Lead Counsel for the plaintiffs and the class (“Co-Lead Counsel”) in the Nevada state court actions, and on May 19, 2011, the Nevada state court consolidated all of the Nevada state court actions (the “Nevada Action”). On July 20, 2011, the representative plaintiff in the Nevada Action filed an amended consolidated complaint, challenging the proposed buyout price and the Special Committee’s process in evaluating the Yang-Abax proposed transaction. On July 27, 2011, upon stipulation of the parties to the Nevada Action, the court certified the consolidated Nevada Action as a class action under Nevada Rule of Civil Procedure 23(a), 23(b)(1), and 23(b)(2), without opt-out rights. The representative plaintiff in the Nevada Action was named as the class representative, and the court confirmed his selection of Co-Lead Counsel as counsel for the class. The representative plaintiff in the Nevada Action again amended his consolidated complaint on September 1, 2011. The representative plaintiff seeks, among other relief, to enjoin the defendants from consummating the Yang-Abax proposed transaction and to direct the defendants to exercise their fiduciary duties to obtain a transaction that is in the best interests of the Company’s stockholders. The parties to the Nevada Action engaged in discovery, including document production from the defendants and third parties and depositions.

~~Harbin~~On ~~Kai~~October Fa5, Qu2011, ~~Harbin~~the parties to the Nevada Action entered into a Memorandum of Understanding (the “MOU”) to settle the Nevada Action. The MOU includes an agreement by the parties to the merger agreement to amend Section 7.3(b) of the merger agreement to reduce the Company termination fee from $22,500,000 ~~China~~to ~~150060~~$19,750,000 and an acknowledgment by the Company that Co-Lead Counsel were a significant causal factor in the Company’s decision to make certain additional disclosures in its preliminary proxy statements filed on Schedule 14A with the SEC on August 15, 2011, August 29, 2011, and September 13, 2011. The MOU also provides for dismissal of the Nevada Action and includes releases of the Company, its officers and directors, members of the Special Committee of the Board, in their capacities as such and the members of the Buyer Group, among others. The parties to the MOU anticipate preparing a settlement agreement for presentation to the court. The effectiveness of the MOU and any settlement agreement is conditional upon preliminary approval of the Nevada state court and final approval by that court following notice to the class members. In addition, Co-Lead Counsel have the right to seek an award of attorneys’ fees and costs from the Company for the benefit, they contend, they provided the class.

Phone Number: 86-451-86116757

Certain of the Company’s officers and employees may be deemed participants in the solicitation of proxies in respect of the proposals. Information about the Company’s executive officers and directors can be found in its Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on March 16, 2011. Additional information regarding the interests of such potential participants is included in the definitive proxy statement.

Item 9.01. Financial Statements and Exhibits

Exhibits

99.1 Press Release dated September 29, 2011 – Harbin Electric Commences Mailing of Definitive Proxy Materials for Special Meeting of Shareholders to Vote on $24 Per Share Cash “Going Private” Transaction.

Exhibit No.		Description
10.1		Amendment to Agreement and Plan of Merger dated as of October 7, 2011 by and among Harbin Electric, Inc., Tech Full Electric Company and Tech Full Electric Acquisition, Inc.

SIGNATURES

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

	HARBIN ELECTRIC, INC.

	By:	/s/ Tianfu Yang
	Name:	Tianfu Yang
	Title:	Chairman and Chief Executive Officer

Dated: ~~September~~October 2911, 2011

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