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): October 15, 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.)


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

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

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

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

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






                    INFORMATION TO BE INCLUDED IN THE REPORT

         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.

ITEM 2.02.    RESULTS OF OPERATIONS AND FINANCIAL CONDITION

         On October 15, 2004, Herley Industries, Inc. issued an earnings release
announcing  its financial  results for the fourth  quarter and fiscal year ended
August 1, 2004.  A copy of the  earnings  release is attached  hereto as Exhibit
99.1.

ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS.

         (c) Exhibits.

              99.1    Earnings Release,  dated October 15, 2004,  announcing the
                      Registrants's financial results for the fourth quarter and
                      fiscal year ended August 1, 2004.



                                   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 hereunto duly authorized.

                          HERLEY INDUSTRIES, INC
                                         Registrant

                      By: /s/ Thomas V. Gilboy
                          --------------------------------
                              Thomas V. Gilboy
                            Vice President and CFO
                            (Principal Financial Officer)

DATE: October 15, 2004