Item 1.01. Entry into a Material Definitive Agreement

      The information contained in Item 5.02 is hereby incorporated by reference into this Item 1.01.

Item 2.02. Results of Operation and Financial Conditions

      On March 7, 2007, Henry Bros. Electronics, Inc. (the "Company") issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference, announcing, among other things, the Company's financial results for the year and three months ended December 31, 2006.

     On March 2, 2007, Irvin Witcosky, President of the Company resigned. Mr. Witcosky also resigned from his position as member of the board of directors.

     On March 7, 2007, Brian Reach was appointed as President of the Company. Mr. Reach will immediately assume the day-to-day management of sales and marketing of the Company while maintaining his role as Chief Operating Officer, a position he was appointed to in August 2006.

      Mr. Reach has previously served as Vice Chairman of Henry Bros, and prior to that appointment, as the Chief Financial Officer for Globix Corporation, IPC Information Systems, Inc., Celadon Group, Inc. and Cantel Medical Corp. His extensive background experience ranges from business restructurings, corporate finance and corporate governance. Mr. Reach has lead financing efforts to raise over $1 billion during his career, and became a member of the Henry Bros. Board of Directors in February 2004.

     Mr. Reach’s base salary is $175,000 per annum. He holds an option to purchase 100,000 shares of the Company’s common stock, which was issued to him on June 1, 2004, that is currently exercisable to the extent of 100,000. He also holds an option to purchase 50,000 shares of the Company's common stock, which was issued to him on August 8, 2006, exercisable at the rate of 20% per year at each anniversary date of the grant of such option.