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: June 5, 2006
                        (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 Pointe Boulevard, Lancaster, Pennsylvania          17601-4133
- --------------------------------------------------------------------------------
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)




                    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 filing.

Item 2.02         Results of Operations and Financial Condition


     On June 5, 2006, Herley  Industries,  Inc. issued an earnings press release
announcing its preliminary  financial  results for the third quarter ended April
30,  2006.  A copy of the  earnings  release is  attached  as Exhibit 99 to this
Current Report on Form 8-K.


Item 9.01         Financial Statements and Exhibits

         (c)      Exhibits

     99  Earnings  Release,  dated June 5,  2006,  announcing  the  Registrant's
preliminary financial results for the third quarter ended April 30, 2006.






                                   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: June 9, 2006