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: September 9, 2005
                        (Date of earliest event reported)


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


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


101 North Point Boulevard, Lancaster, Pennsylvania              17601-4133
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Address of principal executive offices)                         (Zip Code)



Registrant's telephone number including area code             (717) 735-8117


              ----------------------------------------------------
         (Former name or former address, 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:

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

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

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act

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



Item 5.02 Departure of Directors or Principal  Officers;  Election of Directors;
     Appointment of Principal Officers.

     On  September  9,  2005,  the  Company's  audit   committee   accepted  the
resignation of Thomas V. Gilboy as the Company's Chief Financial  Officer,  Vice
President and Treasurer.  It is intended that Mr. Gilboy will continue to act as
a consultant to the Company. At the same time Anello C. Garefino,  the Company's
Vice President - Finance,  was appointed to also serve as Acting Chief Financial
Officer.

                                   Signatures
                                   ----------

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


                                        HERLEY INDUSTRIES, INC.


                                        By:  /s/ Myron Levy
                                             -----------------------
                                                 Myron Levy
                                             Chief Executive Officer
Dated:  September 12, 2005