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 9, 2005
                                                  ------------

                          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
                                                    --------------

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 June 9, 2005, Herley  Industries,  Inc. issued an earnings release announcing
its financial results  for the third quarter of fiscal 2005 ended May 1, 2005. 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  June  9,  2005,   announcing   the
     Registrants's  financial results for the third quarter of fiscal 2005 ended
     May 1, 2005.


                                   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: June 9, 2005