content: Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                                  Washington, D.C.
  
  
                                      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. 2003 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       1,000,000 shs.(2)             $19.78             $19,780,000              $2,328.11
         per share
  ======================== ====================== ====================== ====================== ======================
  <FN>
  (1) Estimated solely for the purpose of calculating the registration  fee, based
  upon the average of the high and low sales price of the  Company's  common Stock
  on the Nasdaq Stock Market on December 21, 2004
  (2) The  Registration  Statement  registers the shares  issuable  under the 2003
  Stock Option  Plan.  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.
  
  See Item 2 below.
  
  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.  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.
  
  
                                         2
  <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
            August 1, 2004;
  
       (b)  The  Registrant=s  Quarterly Report on Form 10-Q for the quarter ended
            October 31, 2004;
  
       (c)  The Registrant=s proxy statement filed on November 29, 2004; and
  
       (d)  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.
  
       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.
  
  Item 4. Description of Securities.
          -------------------------
  
            Not applicable.
  
  Item 5. Interests of Named Experts and Counsel.
          --------------------------------------
  
            Not applicable.
  
  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.
  
                                        II-1
  <PAGE>
  
       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 $5,000,000 which includes
  reimbursement  for costs and fees. There is a maximum  aggregate  deductible for
  each loss  under  the  policy of  $100,000.  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. 2003 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 Deloitte & Touche LLP
  
            24   Powers of Attorney.  (See signature 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:
  
                                        II-2
  <PAGE>
  
  
            (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.
  
                                        II-3
  <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 22nd day of December, 2004.
  
                                  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  December  22,  2004 by the
  following  persons in the  capacities  indicated.  Each person  whose  signature
  appears below  constitutes and appoints Lee N. Blatt and Myron Levy, and each of
  them acting individually,  with full power of substitution,  our true and lawful
  attorneys-in-fact  and  agents to do any and all acts and things in our name and
  on our behalf in our capacities indicated below which they or either of them may
  deem  necessary or advisable to enable  Herley  Incorporated  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  attorneys-in-fact  and agents 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  attorneys-  in-fact and
  agents, or his substitute or substitutes, may lawfully do or cause to be done by
  virtue thereof.
  
          Signature                               Title
          ---------                               -----
  
  /s/Lee N. Blatt                    Chairman of the Board
  Lee N. Blatt
  
  /s/Myron Levy                      Vice Chairman of the Board
  Myron Levy                         Chief Executive Officer and Director
  
  /s/Thomas V. Gilboy                Vice President and
  Thomas V. Gilboy                   Chief Financial Officer
  
  /s/John A. Thonet                  Secretary and Director
  John A. Thonet
  
  /s/David H. Lieberman              Director
  David H. Lieberman
  
  /s/Edward K. Walker                Director
  Edward K. Walker
  
  /s/Robert M. Moore                 Director
  Robert M. Moore
  
  /s/Edward A. Bogucz                Director
  Edward A. Bogucz
  
  
                                        II-4
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "hrlys82003stkplan.txt", "secsgml_size_bytes": 16365}]
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": "333-121554", "film-number": "041221365"}, "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.
  
                                      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. 2003 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       1,000,000 shs.(2)             $19.78             $19,780,000              $2,328.11
         per share
  ======================== ====================== ====================== ====================== ======================
  (1) Estimated solely for the purpose of calculating the registration  fee, based
  upon the average of the high and low sales price of the  Company's  common Stock
  on the Nasdaq Stock Market on December 21, 2004
  (2) The  Registration  Statement  registers the shares  issuable  under the 2003
  Stock Option  Plan.  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.
  
  See Item 2 below.
  
  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.  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.
  
                                         2
  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
            August 1, 2004;
  
       (b)  The  Registrant=s  Quarterly Report on Form 10-Q for the quarter ended
            October 31, 2004;
  
       (c)  The Registrant=s proxy statement filed on November 29, 2004; and
  
       (d)  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.
  
       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.
  
  Item 4. Description of Securities.
          -------------------------
  
            Not applicable.
  
  Item 5. Interests of Named Experts and Counsel.
          --------------------------------------
  
            Not applicable.
  
  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.
  
                                        II-1
  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 $5,000,000 which includes
  reimbursement  for costs and fees. There is a maximum  aggregate  deductible for
  each loss  under  the  policy of  $100,000.  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. 2003 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 Deloitte & Touche LLP
  
            24   Powers of Attorney.  (See signature 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:
  
                                        II-2
  (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.
  
                                        II-3
  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 22nd day of December, 2004.
  
                                  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  December  22,  2004 by the
  following  persons in the  capacities  indicated.  Each person  whose  signature
  appears below  constitutes and appoints Lee N. Blatt and Myron Levy, and each of
  them acting individually,  with full power of substitution,  our true and lawful
  attorneys-in-fact  and  agents to do any and all acts and things in our name and
  on our behalf in our capacities indicated below which they or either of them may
  deem  necessary or advisable to enable  Herley  Incorporated  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  attorneys-in-fact  and agents 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  attorneys-  in-fact and
  agents, or his substitute or substitutes, may lawfully do or cause to be done by
  virtue thereof.
  
          Signature                               Title
          ---------                               -----
  
  /s/Lee N. Blatt                    Chairman of the Board
  Lee N. Blatt
  
  /s/Myron Levy                      Vice Chairman of the Board
  Myron Levy                         Chief Executive Officer and Director
  
  /s/Thomas V. Gilboy                Vice President and
  Thomas V. Gilboy                   Chief Financial Officer
  
  /s/John A. Thonet                  Secretary and Director
  John A. Thonet
  
  /s/David H. Lieberman              Director
  David H. Lieberman
  
  /s/Edward K. Walker                Director
  Edward K. Walker
  
  /s/Robert M. Moore                 Director
  Robert M. Moore
  
  /s/Edward A. Bogucz                Director
  Edward A. Bogucz
  
                                        II-4