Exhibit 15



INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S
ACKNOWLEDGMENT LETTER


We acknowledge the incorporation by reference in the Registration  Statements of
Herley  Industries,  Inc. on Form S-8 (File Nos. 333-71476 and 333-95327) of our
review report dated  September 12, 2006,  included in this  Quarterly  Report on
Form 10-Q/A (Amendment No.1) for the quarter ended April 30, 2006.

Pursuant to Rule 436 under the Securities  Act of 1933 (the "Act"),  such report
is not considered part of a registration  statement  prepared or certified by an
accountant,  or a report  prepared  or  certified  by an  accountant  within the
meaning of Sections 7 and 11 of the Act.

/s/ Marcum & Kliegman LLP
Marcum & Kliegman LLP
Melville, New York
September 14, 2006