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)

10 Industry Drive, Lancaster, Pennsylvania             17603-4025
 (Address of principal executive offices)              (Zip Code)

                             1998 STOCK OPTION PLAN
                            (Full title of the plan)

                              Myron Levy, President
                             Herley Industries, Inc.
                                10 Industry Drive
                       Lancaster, Pennsylvania 17603-4025
                     (Name and address of agent for service)

                                 (717) 397-2777
          (Telephone number, including area code, of agent for service)
                                    --------
                                    copy to:
                            David H. Lieberman, Esq.
                     Blau, Kramer, Wactlar & Lieberman, P.C.
                             100 Jericho Quadrangle
                             Jericho, New York 11753
                                 (516) 822-4820
                                    --------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
Title of Each                              Proposed Maximum       Proposed Maximum
Class of Securities     Amount to be       Offering               Aggregate              Amount of
to be Registered         Registered        Price Per Share (1)    Offering Price (1)     Registration Fee
---------------------------------------------------------------------------------------------------------
<S>                       <C>                   <C>                 <C>                     <C>
Common Stock,             1,500,000 shs.        $13.75              $20,625,000             $5,527.50
par value $.10
---------------------------------------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of calculating the registration  fee, based
on the closing price of the Company's  Common Stock reported on the consolidated
reporting system on January 19, 2000, pursuant to Rule 457.
(2) 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 II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.
        ---------------------------------------

     The following  documents have been filed by the Company with the Commission
(File No. 0-5411) pursuant to the Exchange Act, are incorporated by reference in
this Registration Statement and shall be deemed to be a part hereof:

     (1)  The  Company's  Annual  Report on Forms 10-K for the fiscal year ended
          August 1, 1999;

     (2)  The  Company's  Quarterly  Report on Form 10-Q for the thirteen  weeks
          ended October 31, 1999.

     (3)  The  Registration  Statement on Form S-1 with respect to the Company's
          Common Stock (File No.  333-39767),  including any amendment or report
          filed for the purpose of updating the  description of the Common Stock
          contained therein.

     All documents  filed pursuant to Section 13(a),  13(c),  14 or 15(d) of the
Exchange  Act after  the date of this  Registration  Statement  and prior to the
termination of this offering of Common Stock shall be deemed to be  incorporated
by reference in this Registration  Statement and to be part hereof from the date
of filing of such documents.  Any statement contained in a document incorporated
or deemed to be incorporated by reference in this  Registration  Statement 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 subsequently
filed document that also is or is deemed to be incorporated by reference  herein
modifies or supersedes such  statement.  Any statement so modified or superseded
shall not be deemed,  except as so modified or superseded,  to constitute a part
of this Registration Statement.

     The Company  will provide  without  charge to each person to whom a copy of
this  Registration  Statement is delivered,  upon the written or oral request of
such person,  a copy of any or all of the  documents  incorporated  by reference
(except for  exhibits  thereto  unless  specifically  incorporated  by reference
therein).  Requests for such copies should be directed to the Secretary,  Herley
Industries,  Inc.,  10 Industry  Drive,  Lancaster,  Pennsylvania  17603,  (717)
397-2777.

Item 4. Description of Securities.
        -------------------------

        Not applicable.

Item 5. Interests of Named Experts and Counsel.
        --------------------------------------

     David H.  Lieberman,  a member of the law firm of Blau,  Kramer,  Wactlar &
Lieberman,  P.C. is a director of the  Registrant.  As of the date  hereof,  Mr.
Lieberman owns 600 shares of Common Stock, and options to purchase 17,333 shares
of Common Stock.
<PAGE>
Item 6. Indemnification of Directors and Officers.
        -----------------------------------------

     Under provisions of the By-Laws of the Company, each person who is or was a
director or officer of the Company may be indemnified by the Company 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 the Company, 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 if a criminal
suit is settled,  such a person may be  indemnified  under such law against both
(1) expenses (including  attorneys' fees) and (2) judgements,  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 the  Company,  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 the
Company, or if such suit is settled, such a person may 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 the Company  except
that if such a person is  adjudged to be liable in such suit for  negligence  or
misconduct  in the  performance  of his duty to the  Company,  he cannot be made
whole  even for  expenses  unless  the court  determines  that he is fairly  and
reasonably entitled to indemnity for such expenses.

     The Company and the  officers  and  directors of the Company are covered by
officers and directors liability  insurance.  The policy coverage is $3,000,000,
which includes  reimbursement for costs and fees. There is a maximum  deductible
under the policy of  $200,000  for each claim.  The  Company  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    1998 Stock Option Plan
     5    Opinion and consent of Blau, Kramer, Wactlar & Lieberman, P.C.
     23.1 Consent of Blau, Kramer, Wactlar & Lieberman, P.C. - included in their
          opinion filed as Exhibit 5.
     23.2 Consent of Arthur Andersen LLP.
     24   Powers of Attorney-included in signature page hereof.
<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.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          a 20% change in the maximum aggregate  offering price set forth in the
          "Calculation of Registration Fee" table in the effective  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;

          (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 the final  adjudication  of such
issue.
<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 25 day of January, 2000.

                                   HERLEY INDUSTRIES, INC.

                                   By: /s/ Myron Levy
                                       -------------------
                                       Myron Levy
                                       President and Director

                                POWER OF ATTORNEY

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this Registration Statement has been signed on January 25, 2000 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 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
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                           (Chief Executive Officer)

/s/ Myron Levy                         President and Director
Myron Levy

/s/ Anello C. Garefino                 Vice President - Finance,
Anello C. Garefino                     Treasurer  (Chief Financial Officer and
                                       Principal Accounting Officer)

/s/ Thomas S. Allshouse                Director
Thomas S. Allshouse

/s/ David H. Lieberman                 Secretary and Director
David H. Lieberman

/s/ Dr. Alvin M. Silver                Director
Dr. Alvin M. Silver

/s/ John Thonet                        Director
John Thonet

/s/ Adm. Edward K. Walker, Jr.         Director
Adm. Edward K. Walker, Jr.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16201}]
{"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": "333-95327", "film-number": "512485"}, "business-address": {"street1": "10 INDUSTRY DR", "city": "LANCASTER", "state": "PA", "zip": "17603", "phone": "7173972777"}, "mail-address": {"street1": "10 INDUSTRY DRIVE", "city": "LANCASTER", "state": "PA", "zip": "17603"}, "former-company": [{"former-conformed-name": "HERLEY MICROWAVE SYSTEMS INC", "date-changed": "19900510"}, {"former-conformed-name": "HERLEY INDUSTRIES INC", "date-changed": "19831103"}]}
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)

10 Industry Drive, Lancaster, Pennsylvania             17603-4025
 (Address of principal executive offices)              (Zip Code)

                             1998 STOCK OPTION PLAN
                            (Full title of the plan)

                              Myron Levy, President
                             Herley Industries, Inc.
                                10 Industry Drive
                       Lancaster, Pennsylvania 17603-4025
                     (Name and address of agent for service)

                                 (717) 397-2777
          (Telephone number, including area code, of agent for service)
                                    --------
                                    copy to:
                            David H. Lieberman, Esq.
                     Blau, Kramer, Wactlar & Lieberman, P.C.
                             100 Jericho Quadrangle
                             Jericho, New York 11753
                                 (516) 822-4820
                                    --------

                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------
Title of Each                              Proposed Maximum       Proposed Maximum
Class of Securities     Amount to be       Offering               Aggregate              Amount of
to be Registered         Registered        Price Per Share (1)    Offering Price (1)     Registration Fee
---------------------------------------------------------------------------------------------------------
Common Stock,             1,500,000 shs.        $13.75              $20,625,000             $5,527.50
par value $.10
---------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration  fee, based
on the closing price of the Company's  Common Stock reported on the consolidated
reporting system on January 19, 2000, pursuant to Rule 457.
(2) 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 II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.
        ---------------------------------------

     The following  documents have been filed by the Company with the Commission
(File No. 0-5411) pursuant to the Exchange Act, are incorporated by reference in
this Registration Statement and shall be deemed to be a part hereof:

     (1)  The  Company's  Annual  Report on Forms 10-K for the fiscal year ended
          August 1, 1999;

     (2)  The  Company's  Quarterly  Report on Form 10-Q for the thirteen  weeks
          ended October 31, 1999.

     (3)  The  Registration  Statement on Form S-1 with respect to the Company's
          Common Stock (File No.  333-39767),  including any amendment or report
          filed for the purpose of updating the  description of the Common Stock
          contained therein.

     All documents  filed pursuant to Section 13(a),  13(c),  14 or 15(d) of the
Exchange  Act after  the date of this  Registration  Statement  and prior to the
termination of this offering of Common Stock shall be deemed to be  incorporated
by reference in this Registration  Statement and to be part hereof from the date
of filing of such documents.  Any statement contained in a document incorporated
or deemed to be incorporated by reference in this  Registration  Statement 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 subsequently
filed document that also is or is deemed to be incorporated by reference  herein
modifies or supersedes such  statement.  Any statement so modified or superseded
shall not be deemed,  except as so modified or superseded,  to constitute a part
of this Registration Statement.

     The Company  will provide  without  charge to each person to whom a copy of
this  Registration  Statement is delivered,  upon the written or oral request of
such person,  a copy of any or all of the  documents  incorporated  by reference
(except for  exhibits  thereto  unless  specifically  incorporated  by reference
therein).  Requests for such copies should be directed to the Secretary,  Herley
Industries,  Inc.,  10 Industry  Drive,  Lancaster,  Pennsylvania  17603,  (717)
397-2777.

Item 4. Description of Securities.
        -------------------------

        Not applicable.

Item 5. Interests of Named Experts and Counsel.
        --------------------------------------

     David H.  Lieberman,  a member of the law firm of Blau,  Kramer,  Wactlar &
Lieberman,  P.C. is a director of the  Registrant.  As of the date  hereof,  Mr.
Lieberman owns 600 shares of Common Stock, and options to purchase 17,333 shares
of Common Stock.
Item 6. Indemnification of Directors and Officers.
        -----------------------------------------

     Under provisions of the By-Laws of the Company, each person who is or was a
director or officer of the Company may be indemnified by the Company 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 the Company, 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 if a criminal
suit is settled,  such a person may be  indemnified  under such law against both
(1) expenses (including  attorneys' fees) and (2) judgements,  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 the  Company,  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 the
Company, or if such suit is settled, such a person may 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 the Company  except
that if such a person is  adjudged to be liable in such suit for  negligence  or
misconduct  in the  performance  of his duty to the  Company,  he cannot be made
whole  even for  expenses  unless  the court  determines  that he is fairly  and
reasonably entitled to indemnity for such expenses.

     The Company and the  officers  and  directors of the Company are covered by
officers and directors liability  insurance.  The policy coverage is $3,000,000,
which includes  reimbursement for costs and fees. There is a maximum  deductible
under the policy of  $200,000  for each claim.  The  Company  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    1998 Stock Option Plan
     5    Opinion and consent of Blau, Kramer, Wactlar & Lieberman, P.C.
     23.1 Consent of Blau, Kramer, Wactlar & Lieberman, P.C. - included in their
          opinion filed as Exhibit 5.
     23.2 Consent of Arthur Andersen LLP.
     24   Powers of Attorney-included in signature page hereof.
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.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          a 20% change in the maximum aggregate  offering price set forth in the
          "Calculation of Registration Fee" table in the effective  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;

          (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 the final  adjudication  of such
issue.
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 25 day of January, 2000.

                                   HERLEY INDUSTRIES, INC.

                                   By: /s/ Myron Levy
                                       -------------------
                                       Myron Levy
                                       President and Director

                                POWER OF ATTORNEY

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this Registration Statement has been signed on January 25, 2000 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 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
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                           (Chief Executive Officer)

/s/ Myron Levy                         President and Director
Myron Levy

/s/ Anello C. Garefino                 Vice President - Finance,
Anello C. Garefino                     Treasurer  (Chief Financial Officer and
                                       Principal Accounting Officer)

/s/ Thomas S. Allshouse                Director
Thomas S. Allshouse

/s/ David H. Lieberman                 Secretary and Director
David H. Lieberman

/s/ Dr. Alvin M. Silver                Director
Dr. Alvin M. Silver

/s/ John Thonet                        Director
John Thonet

/s/ Adm. Edward K. Walker, Jr.         Director
Adm. Edward K. Walker, Jr.