content: Registration No. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
  
                                        under
  
                             THE SECURITIES ACT OF 1933
  
  
                               HERLEY INDUSTRIES, INC.
               (Exact name of registrant as specified in its charter)
  
             Delaware                                     23-2413500
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
   incorporation or organization)
  
  101 North Pointe Boulevard, Lancaster, Pennsylvania   17601-4133
        (Address of principal executive offices)        (Zip Code)
  
             HERLEY INDUSTRIES, INC. 2006 NEW EMPLOYEE STOCK OPTION PLAN
                              (Full Title of the Plan)
  
                         Myron Levy, Chief Executive Officer
                               Herley Industries, Inc.
                             101 North Pointe Boulevard
                            Lancaster, Pennsylvania 17601
                       (Name and address of agent for service)
  
                                   (717) 735-8117
            (Telephone number, including area code, of agent for service)
  
                                      copy to:
                              David H. Lieberman, Esq.
                         Beckman, Lieberman & Barandes, LLP
                               100 Jericho Quadrangle
                               Jericho, New York 11753
                                   (516) 433-1200
  <TABLE>
  <CAPTION>
                           CALCULATION OF REGISTRATION FEE
  ======================== ====================== ====================== ====================== ======================
  
      Title of Each                                 Proposed Minimum      Proposed Maximum
   Class of Securities        Amount to be         Offering Price Per    Aggregate Offering           Amount of
    To be Registered           Registered             Security (1)           Price (1)            Registration Fee
  ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
  
  
    <S>                    <C>                           <C>                <C>                      <C>
    Common Stock,
      par value $.10       500,000 shares (2)            $14.725            $7,362,500               $226.03
         per share
  ======================== ====================== ====================== ====================== ======================
  <FN>
  (1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
  pursuant to Rule 457(c) under the Securities Act of 1933, as amended. Based upon
  the average of the high and low sales price of the Company's common Stock on the
  Nasdaq Stock Market on August 15, 2007.
  (2) The Registration  Statement registers the shares issuable under the 2006 New
  Employee  Stock Option Plan.  Pursuant to Rule 416, the  Registration  Statement
  also covers an indeterminate  number of additional  shares of common stock which
  may become issuable pursuant to anti-dilution  and adjustment  provisions of the
  Plan.
  </FN>
  </TABLE>
  <PAGE>
                                       PART I
  
                Information Required in the Section 10(a) Prospectus
  
  
  ITEM I.  PLAN INFORMATION
  
  Information  required by Part I to be contained in the Section 10(a)  prospectus
  is omitted from this  Registration  Statement in accordance  with Rule 428 under
  the Securities Act of 1933, as amended, and the Note to Part I of Form S-8.
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
  
  The documents containing the information specified in Part I, Items 1 and 2 will
  be delivered to each of the  participants  in accordance  with Form S-8 and Rule
  428 promulgated  under the Securities Act of 1933, as amended.  The participants
  shall be provided in a written  statement  notifying  them that upon  written or
  oral  request  they  will  be  provided,   without  charge,  (I)  the  documents
  incorporated  by reference in Item 3 of Part II of the  registration  statement,
  and (ii) other documents  required to be delivered  pursuant to Rule 428(b). The
  statement will inform the participants  that these documents are incorporated by
  reference in the Section 10(a) prospectus, and shall include the address (giving
  title or  department)  and  telephone  number  to  which  the  request  is to be
  directed.
  
  
  
                                         1
  <PAGE>
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
           --------------------------------------
  
       The Registrant  hereby  incorporates  by reference  into this  Registration
  Statement the documents listed in (a) through (d) below:
  
       (a)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
            July 30, 2006;
  
       (b)  The Registrant's  Quarterly Report on Form 10-Q for the quarters ended
            October 29, 2006, January 28, 2007 and April 29, 2007;
  
       (c)  The Registrant's Current Reports on Form 8-K filed on August 16, 2006,
            August 23, 2006,  October 13, 2006,  December 12, 2006, March 8, 2007,
            June 4, 2007 and August 15, 2007;
  
       (d)  The Registrant's proxy statement filed on January 18, 2007;
  
       (e)  The  description  of the class of  securities  to be offered  which is
            contained in a  registration  statement  filed under Section 12 of the
            Securities  Exchange  Act of  1934  (File  No.0-5411),  including  any
            amendment   or  report   filed  for  the  purpose  of  updating   such
            description; and
  
       (f)  All  documents  subsequently  filed  by  the  Registrant  pursuant  to
            Sections 13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of
            1934,  prior  to  the  filing  of  a  post-effective  amendment  which
            indicates  that  all  securities  offered  have  been  sold  or  which
            deregisters all such securities then remaining unsold, shall be deemed
            to be incorporated by reference in this Registration  Statement and to
            be a part hereof from the date of filing of such documents.
  
       All such  above-referenced  documents shall be deemed to be incorporated by
  reference  herein  and to be a part  hereof  from  the  date of  filing  of such
  documents.  Any statement  contained in a document  incorporated or deemed to be
  incorporated  by reference  herein shall be deemed to be modified or  superseded
  for  purposes  of this  registration  statement  to the extent  that a statement
  contained  herein or in any other  subsequently  filed  document  which  also is
  incorporated  or deemed to be  incorporated  by  reference  herein  modified  or
  supersedes  such statement.  Any such statement so modified or superseded  shall
  not be deemed, except as so modified or superseded, to constitute a part of this
  registration statement.
  
  Item 4.  Description of Securities.
           -------------------------
  
                    Not applicable.
  
  Item 5.  Interests of Named Experts and Counsel.
           --------------------------------------
  
                    Not applicable.
  
                                         2
  <PAGE>
  Item 6.  Indemnification of Directors and Officers.
           -----------------------------------------
  
       Under the  provisions of the  Certificate of  Incorporation  and By-Laws of
  Registrant,  each person who is or was a director or officer of Registrant shall
  be  indemnified  by  Registrant  as of  right to the full  extent  permitted  or
  authorized by the General Corporation Law of Delaware.
  
       Under such law, to the extent that such person is  successful on the merits
  of defense of a suit or  proceeding  brought  against  him by reason of the fact
  that he is a director or officer of Registrant,  he shall be indemnified against
  expenses (including attorneys' fees) reasonably incurred in connection with such
  action.
  
       If unsuccessful  in defense of a third-party  civil suit or a criminal suit
  is settled,  such a person shall be indemnified  under such law against both (1)
  expenses (including  attorneys' fees) and (2) judgments,  fines and amounts paid
  in settlement  if he acted in good faith and in a manner he reasonably  believed
  to be in, or not opposed to, the best interests of Registrant,  and with respect
  to any  criminal  action,  had no  reasonable  cause to believe  his conduct was
  unlawful.
  
       If  unsuccessful  in  defense  of a  suit  brought  by or in the  right  of
  Registrant, or if such suit is settled, such a person shall be indemnified under
  such law only  against  expenses  (including  attorneys'  fees)  incurred in the
  defense or  settlement of such suit if he acted in good faith and in a manner he
  reasonably  believed  to be  in,  or not  opposed  to,  the  best  interests  of
  Registrant except that if such a person is adjudicated to be liable in such suit
  for negligence or misconduct in the  performance  of his duty to Registrant,  he
  cannot be made whole even for expenses  unless the court  determines  that he is
  fairly and reasonably entitled to be indemnified for such expenses.
  
       The officers and directors of the  Registrant  are covered by officers' and
  directors'  liability  insurance.  The  policy  coverage  is  $10,000,000  which
  includes  reimbursement  for  costs  and  fees.  There  is a  maximum  aggregate
  deductible  for each loss under the policy of $250,000  ($500,000 for securities
  claims). The Registrant has entered into Indemnification Agreements with certain
  of its officers and directors.  The Agreements provide for reimbursement for all
  direct and indirect costs of any type or nature whatsoever (including attorneys'
  fees and related  disbursements)  actually and reasonably incurred in connection
  with either the  investigation,  defense or appeal of a Proceeding,  as defined,
  including amounts paid in settlement by or on behalf of an Indemnitee.
  
  Item 7.  Exemption from Registration Claimed.
           -----------------------------------
  
                    Not applicable.
  
  Item 8.  Exhibits.
           --------
  
                 4.1  Herley  Industries,  Inc.  Amended  and  Restated  2006  New
                      Employee Stock Option Plan.
                 5    Opinion and consent of Beckman, Lieberman & Barandes, LLP.
                 23.1 Consent of Beckman,  Lieberman & Barandes, LLP - included in
                      their opinion filed as Exhibit 5.
                 23.2 Consent of Marcum &  Kliegman  LLP,  Independent  Registered
                      Public Accounting Firm.
                 24   Powers of Attorney (see signature page).
  
                                         3
  <PAGE>
   Item 9. Undertakings.
           ------------
  
                 (a)  The undersigned Registrant hereby undertakes:
  
                 (1) To file, during any period in which offers or sales are being
                 made, a post-effective amendment to this Registration Statement:
  
                      (i) To include any prospectus  required by Section  10(a)(3)
                      of the Securities Act of 1933;
  
                      (ii) To  reflect  in the  prospectus  any  facts  or  events
                      arising  after  the  effective  date  of  the   Registration
                      Statement  (or  the  most  recent  post-effective  amendment
                      thereof) which, individually or in the aggregate,  represent
                      a  fundamental  change in the  information  set forth in the
                      Registration Statement;
  
                      (iii) To include any  material  information  with respect to
                      the plan of  distribution  not  previously  disclosed in the
                      Registration  Statement  or  any  material  change  to  such
                      information  in  the   Registration   Statement;   provided,
                      however,  that  paragraphs  (a)(l)(i) and  (a)(l)(ii) do not
                      apply  if  the  information  required  to be  included  in a
                      post-effective amendment by those paragraphs is contained in
                      periodic reports filed by the Registrant pursuant to section
                      13 or section 15(d) of the  Securities  Exchange Act of 1934
                      that  are  incorporated  by  reference  in the  Registration
                      Statement.
  
                 (2) That, for the purposes of determining any liability under the
                 Securities Act of 1933, each such post-effective  amendment shall
                 be  deemed to be a new  Registration  Statement  relating  to the
                 securities  offered therein,  and the offering of such securities
                 at that time shall be deemed to be the initial bona fide offering
                 thereof.
  
                 (3) To  remove  from  registration  by means of a  post-effective
                 amendment any of the  securities  being  registered  which remain
                 unsold at the termination of the offering.
  
       (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
  determining  any liability  under the Securities Act of 1933, each filing of the
  Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
  Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
  employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
  Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
  Registration  Statement  shall  be  deemed  to be a new  registration  statement
  relating to the securities offered therein,  and the offering of such securities
  at the time shall be deemed to be the initial bona fide offering thereof.
  
       (c) Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors,  officers and controlling  persons of
  the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
  Registrant  has been advised that in the opinion of the  Securities and Exchange
  Commission such indemnification is against public policy as expressed in the Act
  and is, therefore,  unenforceable. In the event that a claim for indemnification
  against such  liabilities  (other than the payment by the Registrant of expenses
  incurred or paid by a director,  officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director,  officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been  settled by  controlling  precedent,  submit to a court of  appropriate
  jurisdiction the question whether such  indemnification  by it is against policy
  as  expressed  in the Act and will be  governed  by final  adjudication  of such
  issue.
  
                                         4
  <PAGE>
                                     SIGNATURES
  
       Pursuant to the  requirements of the Securities Act of 1933, the Registrant
  certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  all
  requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
  Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
  authorized, in Lancaster, Pennsylvania on the 16th day August, 2007.
  
                                     HERLEY INDUSTRIES, INC.
  
                                     By: /s/ Myron Levy
                                         -----------------
                                         Myron Levy
                                         Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
       Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
  this  Registration  Statement  has  been  signed  on  August  16th,  2007 by the
  following  persons in the  capacities  indicated.  Each person  whose  signature
  appears  below   constitutes  and  appoints  Myron  Levy,  with  full  power  of
  substitution,  our true and lawful  attorney-in-fact and agent to do any and all
  acts and things in our name and on our behalf in our capacities  indicated below
  which may deem  necessary  or  advisable to enable  Herley  Industries,  Inc. to
  comply with the Securities Act of 1933, as amended,  and any rules,  regulations
  and requirements of the Securities and Exchange  Commission,  in connection with
  this Registration  Statement including  specifically,  but not limited to, power
  and authority to sign for us or any of us in our names in the capacities  stated
  below, any and all amendments  (including  post-effective  amendments)  thereto,
  granting unto said attorney-in-fact and agent full power and authority to do and
  perform each and every act and thing  requisite and necessary to be done in such
  connection,  as fully to all  intents  and  purposes  as we might or could do in
  person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
  agent, or his substitute or substitutes,  may lawfully do or cause to be done by
  virtue thereof.
  
                    Signature                               Title
                    ---------                               -----
  
                               Chairman of the Board,
  /s/ Myron Levy               Chief Executive Officer and Director
  --------------------         (Principal Executive Officer)
  Myron Levy
  
  /s/ Kevin J. Purcell         Vice President and
  -------------------          Chief Financial Officer
  Kevin J. Purcell             (Principal Financial Officer)
  
  /s/ Edward A. Bogucz         Director
  -------------------
  Edward A Bogucz
  
  /s/ Carlos Campbell          Director
  -------------------
  Carlos Campbell
  
  /s/ Robert M. Moore          Director
  -------------------
  Robert M. Moore
  
  /s/ John A. Thonet           Secretary and Director
  -------------------
  John A. Thonet
  
  /s/ Edward K. Walker         Director
  -------------------
  Edward K. Walker
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "hrlys8aug07.txt", "secsgml_size_bytes": 18184}]
metadata_filer: {"company-data": {"conformed-name": "HERLEY INDUSTRIES INC /NEW", "cik": "0000047035", "assigned-sic": "3812", "irs-number": "232413500", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-145503", "film-number": "071062785"}, "business-address": {"street1": "101 NORTH POINTE BOULEVARD", "city": "LANCASTER", "state": "PA", "zip": "17601-4133", "phone": "7177358117"}, "mail-address": {"street1": "101 NORTH POINTE BOULEVARD", "city": "LANCASTER", "state": "PA", "zip": "17601-4133"}, "former-company": [{"former-conformed-name": "HERLEY MICROWAVE SYSTEMS INC", "date-changed": "19900510"}, {"former-conformed-name": "HERLEY INDUSTRIES INC", "date-changed": "19831103"}]}
text: Registration No. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
  
                                        under
  
                             THE SECURITIES ACT OF 1933
  
                               HERLEY INDUSTRIES, INC.
               (Exact name of registrant as specified in its charter)
  
             Delaware                                     23-2413500
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
   incorporation or organization)
  
  101 North Pointe Boulevard, Lancaster, Pennsylvania   17601-4133
        (Address of principal executive offices)        (Zip Code)
  
             HERLEY INDUSTRIES, INC. 2006 NEW EMPLOYEE STOCK OPTION PLAN
                              (Full Title of the Plan)
  
                         Myron Levy, Chief Executive Officer
                               Herley Industries, Inc.
                             101 North Pointe Boulevard
                            Lancaster, Pennsylvania 17601
                       (Name and address of agent for service)
  
                                   (717) 735-8117
            (Telephone number, including area code, of agent for service)
  
                                      copy to:
                              David H. Lieberman, Esq.
                         Beckman, Lieberman & Barandes, LLP
                               100 Jericho Quadrangle
                               Jericho, New York 11753
                                   (516) 433-1200
  CALCULATION OF REGISTRATION FEE
  ======================== ====================== ====================== ====================== ======================
  
      Title of Each                                 Proposed Minimum      Proposed Maximum
   Class of Securities        Amount to be         Offering Price Per    Aggregate Offering           Amount of
    To be Registered           Registered             Security (1)           Price (1)            Registration Fee
  ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
  Common Stock,
      par value $.10       500,000 shares (2)            $14.725            $7,362,500               $226.03
         per share
  ======================== ====================== ====================== ====================== ======================
  (1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
  pursuant to Rule 457(c) under the Securities Act of 1933, as amended. Based upon
  the average of the high and low sales price of the Company's common Stock on the
  Nasdaq Stock Market on August 15, 2007.
  (2) The Registration  Statement registers the shares issuable under the 2006 New
  Employee  Stock Option Plan.  Pursuant to Rule 416, the  Registration  Statement
  also covers an indeterminate  number of additional  shares of common stock which
  may become issuable pursuant to anti-dilution  and adjustment  provisions of the
  Plan.
  PART I
  
                Information Required in the Section 10(a) Prospectus
  
  ITEM I.  PLAN INFORMATION
  
  Information  required by Part I to be contained in the Section 10(a)  prospectus
  is omitted from this  Registration  Statement in accordance  with Rule 428 under
  the Securities Act of 1933, as amended, and the Note to Part I of Form S-8.
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
  The documents containing the information specified in Part I, Items 1 and 2 will
  be delivered to each of the  participants  in accordance  with Form S-8 and Rule
  428 promulgated  under the Securities Act of 1933, as amended.  The participants
  shall be provided in a written  statement  notifying  them that upon  written or
  oral  request  they  will  be  provided,   without  charge,  (I)  the  documents
  incorporated  by reference in Item 3 of Part II of the  registration  statement,
  and (ii) other documents  required to be delivered  pursuant to Rule 428(b). The
  statement will inform the participants  that these documents are incorporated by
  reference in the Section 10(a) prospectus, and shall include the address (giving
  title or  department)  and  telephone  number  to  which  the  request  is to be
  directed.
  
                                         1
  PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
           --------------------------------------
  
       The Registrant  hereby  incorporates  by reference  into this  Registration
  Statement the documents listed in (a) through (d) below:
  
       (a)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
            July 30, 2006;
  
       (b)  The Registrant's  Quarterly Report on Form 10-Q for the quarters ended
            October 29, 2006, January 28, 2007 and April 29, 2007;
  
       (c)  The Registrant's Current Reports on Form 8-K filed on August 16, 2006,
            August 23, 2006,  October 13, 2006,  December 12, 2006, March 8, 2007,
            June 4, 2007 and August 15, 2007;
  
       (d)  The Registrant's proxy statement filed on January 18, 2007;
  
       (e)  The  description  of the class of  securities  to be offered  which is
            contained in a  registration  statement  filed under Section 12 of the
            Securities  Exchange  Act of  1934  (File  No.0-5411),  including  any
            amendment   or  report   filed  for  the  purpose  of  updating   such
            description; and
  
       (f)  All  documents  subsequently  filed  by  the  Registrant  pursuant  to
            Sections 13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of
            1934,  prior  to  the  filing  of  a  post-effective  amendment  which
            indicates  that  all  securities  offered  have  been  sold  or  which
            deregisters all such securities then remaining unsold, shall be deemed
            to be incorporated by reference in this Registration  Statement and to
            be a part hereof from the date of filing of such documents.
  
       All such  above-referenced  documents shall be deemed to be incorporated by
  reference  herein  and to be a part  hereof  from  the  date of  filing  of such
  documents.  Any statement  contained in a document  incorporated or deemed to be
  incorporated  by reference  herein shall be deemed to be modified or  superseded
  for  purposes  of this  registration  statement  to the extent  that a statement
  contained  herein or in any other  subsequently  filed  document  which  also is
  incorporated  or deemed to be  incorporated  by  reference  herein  modified  or
  supersedes  such statement.  Any such statement so modified or superseded  shall
  not be deemed, except as so modified or superseded, to constitute a part of this
  registration statement.
  
  Item 4.  Description of Securities.
           -------------------------
  
                    Not applicable.
  
  Item 5.  Interests of Named Experts and Counsel.
           --------------------------------------
  
                    Not applicable.
  
                                         2
  Item 6.  Indemnification of Directors and Officers.
           -----------------------------------------
  
       Under the  provisions of the  Certificate of  Incorporation  and By-Laws of
  Registrant,  each person who is or was a director or officer of Registrant shall
  be  indemnified  by  Registrant  as of  right to the full  extent  permitted  or
  authorized by the General Corporation Law of Delaware.
  
       Under such law, to the extent that such person is  successful on the merits
  of defense of a suit or  proceeding  brought  against  him by reason of the fact
  that he is a director or officer of Registrant,  he shall be indemnified against
  expenses (including attorneys' fees) reasonably incurred in connection with such
  action.
  
       If unsuccessful  in defense of a third-party  civil suit or a criminal suit
  is settled,  such a person shall be indemnified  under such law against both (1)
  expenses (including  attorneys' fees) and (2) judgments,  fines and amounts paid
  in settlement  if he acted in good faith and in a manner he reasonably  believed
  to be in, or not opposed to, the best interests of Registrant,  and with respect
  to any  criminal  action,  had no  reasonable  cause to believe  his conduct was
  unlawful.
  
       If  unsuccessful  in  defense  of a  suit  brought  by or in the  right  of
  Registrant, or if such suit is settled, such a person shall be indemnified under
  such law only  against  expenses  (including  attorneys'  fees)  incurred in the
  defense or  settlement of such suit if he acted in good faith and in a manner he
  reasonably  believed  to be  in,  or not  opposed  to,  the  best  interests  of
  Registrant except that if such a person is adjudicated to be liable in such suit
  for negligence or misconduct in the  performance  of his duty to Registrant,  he
  cannot be made whole even for expenses  unless the court  determines  that he is
  fairly and reasonably entitled to be indemnified for such expenses.
  
       The officers and directors of the  Registrant  are covered by officers' and
  directors'  liability  insurance.  The  policy  coverage  is  $10,000,000  which
  includes  reimbursement  for  costs  and  fees.  There  is a  maximum  aggregate
  deductible  for each loss under the policy of $250,000  ($500,000 for securities
  claims). The Registrant has entered into Indemnification Agreements with certain
  of its officers and directors.  The Agreements provide for reimbursement for all
  direct and indirect costs of any type or nature whatsoever (including attorneys'
  fees and related  disbursements)  actually and reasonably incurred in connection
  with either the  investigation,  defense or appeal of a Proceeding,  as defined,
  including amounts paid in settlement by or on behalf of an Indemnitee.
  
  Item 7.  Exemption from Registration Claimed.
           -----------------------------------
  
                    Not applicable.
  
  Item 8.  Exhibits.
           --------
  
                 4.1  Herley  Industries,  Inc.  Amended  and  Restated  2006  New
                      Employee Stock Option Plan.
                 5    Opinion and consent of Beckman, Lieberman & Barandes, LLP.
                 23.1 Consent of Beckman,  Lieberman & Barandes, LLP - included in
                      their opinion filed as Exhibit 5.
                 23.2 Consent of Marcum &  Kliegman  LLP,  Independent  Registered
                      Public Accounting Firm.
                 24   Powers of Attorney (see signature page).
  
                                         3
  Item 9. Undertakings.
           ------------
  
                 (a)  The undersigned Registrant hereby undertakes:
  
                 (1) To file, during any period in which offers or sales are being
                 made, a post-effective amendment to this Registration Statement:
  
                      (i) To include any prospectus  required by Section  10(a)(3)
                      of the Securities Act of 1933;
  
                      (ii) To  reflect  in the  prospectus  any  facts  or  events
                      arising  after  the  effective  date  of  the   Registration
                      Statement  (or  the  most  recent  post-effective  amendment
                      thereof) which, individually or in the aggregate,  represent
                      a  fundamental  change in the  information  set forth in the
                      Registration Statement;
  
                      (iii) To include any  material  information  with respect to
                      the plan of  distribution  not  previously  disclosed in the
                      Registration  Statement  or  any  material  change  to  such
                      information  in  the   Registration   Statement;   provided,
                      however,  that  paragraphs  (a)(l)(i) and  (a)(l)(ii) do not
                      apply  if  the  information  required  to be  included  in a
                      post-effective amendment by those paragraphs is contained in
                      periodic reports filed by the Registrant pursuant to section
                      13 or section 15(d) of the  Securities  Exchange Act of 1934
                      that  are  incorporated  by  reference  in the  Registration
                      Statement.
  
                 (2) That, for the purposes of determining any liability under the
                 Securities Act of 1933, each such post-effective  amendment shall
                 be  deemed to be a new  Registration  Statement  relating  to the
                 securities  offered therein,  and the offering of such securities
                 at that time shall be deemed to be the initial bona fide offering
                 thereof.
  
                 (3) To  remove  from  registration  by means of a  post-effective
                 amendment any of the  securities  being  registered  which remain
                 unsold at the termination of the offering.
  
       (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
  determining  any liability  under the Securities Act of 1933, each filing of the
  Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
  Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
  employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
  Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
  Registration  Statement  shall  be  deemed  to be a new  registration  statement
  relating to the securities offered therein,  and the offering of such securities
  at the time shall be deemed to be the initial bona fide offering thereof.
  
       (c) Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors,  officers and controlling  persons of
  the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
  Registrant  has been advised that in the opinion of the  Securities and Exchange
  Commission such indemnification is against public policy as expressed in the Act
  and is, therefore,  unenforceable. In the event that a claim for indemnification
  against such  liabilities  (other than the payment by the Registrant of expenses
  incurred or paid by a director,  officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director,  officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been  settled by  controlling  precedent,  submit to a court of  appropriate
  jurisdiction the question whether such  indemnification  by it is against policy
  as  expressed  in the Act and will be  governed  by final  adjudication  of such
  issue.
  
                                         4
  SIGNATURES
  
       Pursuant to the  requirements of the Securities Act of 1933, the Registrant
  certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  all
  requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
  Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
  authorized, in Lancaster, Pennsylvania on the 16th day August, 2007.
  
                                     HERLEY INDUSTRIES, INC.
  
                                     By: /s/ Myron Levy
                                         -----------------
                                         Myron Levy
                                         Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
       Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
  this  Registration  Statement  has  been  signed  on  August  16th,  2007 by the
  following  persons in the  capacities  indicated.  Each person  whose  signature
  appears  below   constitutes  and  appoints  Myron  Levy,  with  full  power  of
  substitution,  our true and lawful  attorney-in-fact and agent to do any and all
  acts and things in our name and on our behalf in our capacities  indicated below
  which may deem  necessary  or  advisable to enable  Herley  Industries,  Inc. to
  comply with the Securities Act of 1933, as amended,  and any rules,  regulations
  and requirements of the Securities and Exchange  Commission,  in connection with
  this Registration  Statement including  specifically,  but not limited to, power
  and authority to sign for us or any of us in our names in the capacities  stated
  below, any and all amendments  (including  post-effective  amendments)  thereto,
  granting unto said attorney-in-fact and agent full power and authority to do and
  perform each and every act and thing  requisite and necessary to be done in such
  connection,  as fully to all  intents  and  purposes  as we might or could do in
  person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
  agent, or his substitute or substitutes,  may lawfully do or cause to be done by
  virtue thereof.
  
                    Signature                               Title
                    ---------                               -----
  
                               Chairman of the Board,
  /s/ Myron Levy               Chief Executive Officer and Director
  --------------------         (Principal Executive Officer)
  Myron Levy
  
  /s/ Kevin J. Purcell         Vice President and
  -------------------          Chief Financial Officer
  Kevin J. Purcell             (Principal Financial Officer)
  
  /s/ Edward A. Bogucz         Director
  -------------------
  Edward A Bogucz
  
  /s/ Carlos Campbell          Director
  -------------------
  Carlos Campbell
  
  /s/ Robert M. Moore          Director
  -------------------
  Robert M. Moore
  
  /s/ John A. Thonet           Secretary and Director
  -------------------
  John A. Thonet
  
  /s/ Edward K. Walker         Director
  -------------------
  Edward K. Walker