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EXHIBIT 16 TO FORM 8-K


July 17, 2002




Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Gentlemen:

We have read Item 4(a) of Form 8-K dated July 17,  2002,  of Herley  Industries,
Inc. and are in agreement with the statements  contained in the second paragraph
(except for the last sentence of the second paragraph),  the third paragraph and
the fourth  paragraph  on page 2 therein.  We have no basis to agree or disagree
with other statements of the registrant contained therein.

                                       Very truly yours,

                                       /s/ Ernst & Young LLP









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