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: March 6, 1996
                        (Date of earliest event reported)

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


          Delaware                   0-5411                   23-2413500
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         (State or other     (Commission File Number)       (IRS Employer
          jurisdiction of                                   Identification
          incorporation)                                       Number)



                10 Industry Drive, Lancaster, Pennsylvania 17603
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               (Address of principal executive offices) (Zip Code)




        Registrant's telephone number including area code (717) 397-2777




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


                                     




Item 5.  Other Events

                  In  furtherance  of a  resolution  adopted  by  the  Board  of
Directors on March 6, 1996, the Company loaned to Myron Levy the sum of $300,000
pursuant to the terms of a  non-negotiable  promissory  note. Mr. Levy's loan is
secured by 50,000 shares of the Company's Common Stock.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

       10.1   Promissory  Note of Myron Levy payable  to the  Company in the
              amount of $300,000.

                                   SIGNATURES

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the registrant  has duly caused this  registration  statement to be
signed on its behalf by the undersigned, thereto duly authorized.


                             HERLEY INDUSTRIES, INC.


                                            By:      /S/ MYRON LEVY
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                                                   Myron Levy, President
Dated:  April 8, 1996