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):   June 14, 2004
                                                    -------------

                          Commission File Number 0-5411

                             HERLEY INDUSTRIES, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

          DELAWARE                                            #23-2413500
- ----------------------------------------------------     ----------------------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                           Identification Number)

101 North Pointe Boulevard, Lancaster, Pennsylvania         17601
- ---------------------------------------------------         -----
     (Address of Principal Executive Offices)            (Zip Code)

Registrant's Telephone Number, including Area Code:  (717) 735-8117
                                                     --------------

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         (Former name, former address and former fiscal year, if changed
                            since last report.)





ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

     (c) Exhibits.

         99.1  Earnings    Release,   dated   June 14, 2004,   announcing   the
               Registrants's  financial  results  for the third  quarter  ended
               May 2, 2004.

ITEM 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     On June 14,  2004,  Herley  Industries,  Inc.  issued an  earnings  release
announcing its financial results for the third quarter ended May 2, 2004. A copy
of the earnings release is attached hereto as Exhibit 99.1.

     The  information in this Form 8-K Current  Report and the exhibit  attached
hereto is furnished  and shall not be deemed  "filed" for purposes of Section 18
of the  Securities  Exchange Act of 1934, as amended (the  "Exchange  Act"),  or
otherwise  subject to the  liabilities  of that Section,  nor shall it be deemed
incorporated  by reference in any filing of the Registrant  under the Securities
Act of 1933, as amended,  or the Exchange Act,  except as shall be expressly set
forth by specific reference in such a filing.

                                   SIGNATURES

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

                                   HERLEY INDUSTRIES, INC
                                   ----------------------
                                         Registrant

                                   By: /s/ Anello C. Garefino
                                   -------------------------
                                    Anello C. Garefino
                                    Vice President Finance/CFO
                                    (Principal Financial Officer)

DATE:  June 14, 2004