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)

3061 Industry Drive, Lancaster, Pennsylvania                17603
(Address of principal executive offices)                  (Zip Code)

                 HERLEY INDUSTRIES, INC. 2000 STOCK OPTION PLAN
                            (Full Title of the Plan)

                       Myron Levy, Chief Executive Officer
                             Herley Industries, Inc.
                               3061 Industry Drive
                          Lancaster, Pennsylvania 17603
                     (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 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      1,500,000 shs.(2)            $17.09             $25,635,000             $6,408.75
     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 October 5, 2001.
(2) The Registration  Statement registers the shares issuable due to an increase
in the number of shares  reserved for issuance under the 2000 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>


                             HERLEY INDUSTRIES, INC.

                       SUMMARY OF HERLEY INDUSTRIES, INC.
                       2000 STOCK OPTION PLAN, AS AMENDED


     In September,  2000, in order to attract and retain  persons  necessary for
Herley's  success,  its board of directors adopted the Herley  Industries,  Inc.
2000 Stock Option Plan. The plan was approved by the Company's  stockholders  on
January 18, 2001. The plan covers 1,500,000 shares of common stock,  pursuant to
which  directors,  officers and employees of, and consultants to, Herley and its
subsidiaries  and  affiliates,  are  eligible  to  receive  non-qualified  stock
options.  Shares of common  stock  issued upon the  exercise of options  granted
pursuant to the plan will  generally be from  Herley's  authorized  but unissued
shares.  The plan,  which expires in September,  2010,  will be  administered by
Herley=s board of directors or a committee  designated by the board of directors
consisting  of two  or  more  members  of  the  board,  all  of  whom  shall  be
non-employee  directors.  Members  of each class of the board of  directors  are
elected every three years for three year terms by Herley  stockholders.  Members
of the committee  which  administers  the plan may be removed or replaced at any
time by the board of  directors.  The selection of  participants,  allotments of
shares,  determination of price and other conditions relating to options will be
determined by the board of directors,  or the committee, in its sole discretion,
subject to the limitations of the plan.

     Stock options  granted under the plan are exercisable for a period of up to
ten years from the date of grant at an  exercise  price equal to the fair market
value of the Common Stock on the date of the grant.

     Options   granted   pursuant  to  the  plan  may  not  be  sold,   pledged,
hypothecated,  transferred or disposed of in any manner other than by will or by
the laws of descent or distribution  or, to the extent permitted by the board or
the committee.

     If any optionee ceases to serve as an employee of, or consultant to, Herley
or any parent or  subsidiary  company,  he may, but only within three (3) months
after the date he ceases to be employed,  exercise his option to the extent that
he was entitled to exercise it as of the date of such termination. To the extent
that he was not entitled to exercise an option at the date of such  termination,
or he does not  exercise the option  (which he was entitled to exercise)  within
the  time  specified  therein,   the  option  terminates.   Notwithstanding  the
foregoing,  in the event of the death of an optionee (1) while an  employee,  or
(2) within three (3) months after  termination of all employment (other than for
total  disability)  or (3) within one (1) year after  termination  on account of
total  disability of all  employment,  the  optionee's  estate or any person who
acquires the right to exercise the option by bequest or inheritance or by reason
of the death of the  optionee may exercise  such  optionee's  option at any time
within the three (3) year period from the date of death.  In the case of clauses
(1) and (3) above, the option shall be exercisable in full for all the remaining
shares  covered  thereby,  but in the case of clause  (2),  the option  shall be
exercisable  only  to  the  extent  it  was  exercisable  on the  date  of  such
termination of employment or service.  In no case is an option exercisable after
its expiration date.

     In the event of a change in control (as defined in the plan) of Herley,  at
the option of the board or the  committee,  (a) all options  outstanding  on the
date of the change in control shall become  immediately  and fully  exercisable,
and (b) an optionee will be permitted to surrender for cancellation within sixty
(60) days after the change in control  any option or portion of an option  which
was granted more than six (6) months prior to the date of such surrender, to the

                                       2
<PAGE>

extent not yet  exercised,  and to receive a cash  payment in an amount equal to
the excess,  if any, of the fair market  value (as defined in the plan),  on the
date of  surrender,  of the  shares of common  stock  subject  to the  option or
portion thereof surrendered, over the aggregate purchase price for such shares.

     Herley's reports and registration  statements filed with the Securities and
Exchange Commission pursuant to the provisions of the Securities Exchange Act of
1934 are  incorporated  by  reference  herein  and these  documents,  as well as
Herley's annual report to  shareholders,  and additional  information  about the
plan and its administration, are available upon written or oral request from the
Treasurer  of  Herley,  at  its  offices  at  3061  Industry  Drive,  Lancaster,
Pennsylvania  17603,  (717)  397-2777.  Herley  does not intend to  furnish  any
reports to  participants  as to the amount and status of their options under the
plan.

                         FEDERAL INCOME TAX CONSEQUENCES

     The following is a brief summary of the Federal income tax  consequences as
of the date hereof with respect to options  exercised  with cash or common stock
or a  combination  of cash and common  stock.  This  description  of the Federal
income tax consequences is based upon law and Treasury interpretations in effect
on the date of this  prospectus  (including  proposed and temporary  regulations
which may be changed  when  finalized),  and it should be  understood  that this
summary is not  exhaustive,  that the law may change,  and further  that special
rules may apply with respect to situations not  specifically  discussed  herein.
Careful attention should also be given to state and local tax  consequences.  As
such, optionees are urged to consult with their own qualified tax advisors.

     Exercise of Non-Qualified Options with Cash

     No taxable  income  will be realized  by the  optionee  upon the grant of a
non-qualified  option.  On exercise,  the excess of the fair market value of the
stock at the  time of  exercise  over the  option  price of such  stock  will be
compensation and (i) will be taxable at ordinary income tax rates in the year of
exercise,  (ii) will be subject to withholding  for Federal income tax purposes,
and (iii)  generally  will be an allowable  income tax deduction to Herley.  The
optionee's tax basis for stock acquired upon exercise of a non-qualified  option
will be equal to the option  price paid for the stock plus any amounts  included
in income as compensation. Upon the sale of shares acquired pursuant to exercise
of a  non-qualified  option,  the optionee  will have  long-term  or  short-term
capital gain or loss depending on the holding period.

     If the  optionee  is subject to  restrictions  under  Section  16(b) of the
Exchange Act at exercise,  (i) he will not be taxed at the time of exercise, and
will instead be taxed when the Section 16(b) restrictions lapse (which is deemed
under  Treasury  regulations  to be six months after the date of issuance of the
shares),  based on the excess (if any) at that time or, if earlier,  at the time
of the sale of such shares, of the fair market value of the shares received over
the option  price,  and (ii) the  holding  period for  purposes  of  determining
entitlement to long-term or short-term capital gain or loss, as the case may be,
will commence on the earlier of the date of sale of such shares or the date that
the Section 16(b) restrictions lapse.  However, such an optionee may elect under
Section 83(b) of the Internal  Revenue Code of 1986, as amended,  to be taxed at
the time of exercise of the option,  based on the excess (if any) at the time of
exercise of the fair market value of the shares  received over the option price,
in which  event  the  holding  period  will  commence  on the date of  transfer.
Optionees  who are  subject  to  Section  16(b)  restrictions  should  consult a
qualified tax advisor  regarding the  advisability  of a Section 83(b) election,
which must be made within 30 days following the exercise of the shares.

                                       3
<PAGE>

     Exercise of Non-Qualified Options with Common Stock

     Based on a 1980 Revenue Ruling,  if shares  previously  acquired other than
upon exercise of an incentive  stock option are  surrendered  in full or partial
payment of the exercise price of a  non-qualified  option,  then no gain or loss
will be  recognized  by the  optionee,  on the date of exercise,  for the shares
which have an  aggregate  fair market value equal to the  aggregate  fair market
value of the shares  surrendered.  These shares received are called  replacement
shares.  The optionee will have a basis in the  replacement  shares equal to the
basis of the shares surrendered, and the optionee's holding period (for purposes
of  determining  entitlement  to  short-term  or long-term  capital gain or loss
treatment on a subsequent  disposition of the Replacement Shares) will generally
include the period during which the surrendered shares were held.

     In the event that the optionee  receives any additional  shares in addition
to the  replacement  shares on such  exercise,  then (i) the  excess of the fair
market value of all of the shares received over the sum of the fair market value
of the shares  surrendered  plus any cash  payments  made by the optionee on the
exercise  of the  option  will be treated as  compensation  taxable as  ordinary
income (and subject to withholding), (ii) the optionee's basis in the additional
shares  will be  equal to the sum of the  amount  taxed as  ordinary  income  on
exercise plus the amount of any cash  payments  made on exercise,  and (iii) the
holding  period  for  the   additional   shares  (for  purposes  of  determining
entitlement  to long-term  or  short-term  capital  gain or loss  treatment on a
subsequent disposition of the additional shares) will begin when such additional
shares are issued to the optionee.

     In the absence of new published  rulings to the  contrary,  it would appear
that rules similar to those that apply under the 1980 Revenue Ruling would apply
to the exercise of a non-qualified  option using shares  previously  acquired by
exercising an incentive  stock  option.  Based on the 1980 Revenue  Ruling,  the
exercise  of  a  non-qualified   option  using  shares  previously  acquired  by
exercising  an  incentive  stock  option  would not  result in a  "disqualifying
disposition" of such shares.

     Information Reporting

     Pursuant  to  applicable  tax  regulations,  Herley  will  provide  to each
optionee  and to the  appropriate  tax  authorities  information  regarding  the
exercises of non-qualified options on Form W-2 or 1099.

               RESTRICTION ON REOFFERS OR RESALES OF COMMON STOCK
                          ACQUIRED PURSUANT TO THE PLAN

     Participants in the plan who receive shares of common stock pursuant to the
exercise  of  options  may from time to time  sell all or a part of such  common
stock. In some instances,  there may be restrictions on the amount and manner of
such sales by reason of  pertinent  provisions  of the  securities  laws and the
rules  thereunder.  Optionees  should  consult  with  legal  counsel  about  the
securities law  implications  of the exercise of options and the  acquisition or
disposition of shares of common stock under the plan.

     Pursuant to Section  16(b) of the Exchange  Act, if an  optionee,  while an
officer,  director or ten percent (10%) stockholder of Herley,  (i) acquires any
equity  security of Herley (other than shares of common stock acquired under the
plan or another stock option plan of Herley if the exercise  price of the option
pursuant to which such shares of common stock were  acquired does not exceed the
fair market value thereof at the time of  exercise),  and (ii) within six months
before or after such acquisition sells any equity security of Herley,  including

                                       4
<PAGE>

common stock  acquired  under the plan,  then such  optionee will be required to
repay to Herley any profit attributable to the two transactions.

     In the event of any  inconsistency  between this summary and the plan,  the
terms of the plan shall govern.

     This document  constitutes  part of a prospectus  covering  securities that
have been registered under the Securities Act of 1933.

                                       5
<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, 2000;

     (b)  The Registrant's  Quarterly Report on Form 10-Q for the quarters ended
          October 29, 2000, January 28, 2001 and April 29, 2001;

     (c)  The Registrant's proxy statement filed on January 18, 2001; 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.

     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

                                      II-1

<PAGE>

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. 2000 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.

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-2
<PAGE>

               (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 10th day October, 2001.

                              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 October 10, 2001 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
____________________________       Chief Executive Officer and Director
Myron Levy

/s/ Anello C. Garefino
____________________________       Vice President-Finance, Treasurer
Anello C. Garefino                 Chief Financial Officer

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

/s/ Thomas J. Allshouse
____________________________       Director
Thomas J. Allshouse

/s/ Alvin M. Silver
____________________________       Director
Alvin M. Silver

/s/ John A. Thonet
____________________________       Director
John A. Thonet

/s/ Edward K. Walker
____________________________       Director
Edward K. Walker

                                      II-4
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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)

3061 Industry Drive, Lancaster, Pennsylvania                17603
(Address of principal executive offices)                  (Zip Code)

                 HERLEY INDUSTRIES, INC. 2000 STOCK OPTION PLAN
                            (Full Title of the Plan)

                       Myron Levy, Chief Executive Officer
                             Herley Industries, Inc.
                               3061 Industry Drive
                          Lancaster, Pennsylvania 17603
                     (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 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      1,500,000 shs.(2)            $17.09             $25,635,000             $6,408.75
     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 October 5, 2001.
(2) The Registration  Statement registers the shares issuable due to an increase
in the number of shares  reserved for issuance under the 2000 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.
============================================================================================================
HERLEY INDUSTRIES, INC.

                       SUMMARY OF HERLEY INDUSTRIES, INC.
                       2000 STOCK OPTION PLAN, AS AMENDED

     In September,  2000, in order to attract and retain  persons  necessary for
Herley's  success,  its board of directors adopted the Herley  Industries,  Inc.
2000 Stock Option Plan. The plan was approved by the Company's  stockholders  on
January 18, 2001. The plan covers 1,500,000 shares of common stock,  pursuant to
which  directors,  officers and employees of, and consultants to, Herley and its
subsidiaries  and  affiliates,  are  eligible  to  receive  non-qualified  stock
options.  Shares of common  stock  issued upon the  exercise of options  granted
pursuant to the plan will  generally be from  Herley's  authorized  but unissued
shares.  The plan,  which expires in September,  2010,  will be  administered by
Herley=s board of directors or a committee  designated by the board of directors
consisting  of two  or  more  members  of  the  board,  all  of  whom  shall  be
non-employee  directors.  Members  of each class of the board of  directors  are
elected every three years for three year terms by Herley  stockholders.  Members
of the committee  which  administers  the plan may be removed or replaced at any
time by the board of  directors.  The selection of  participants,  allotments of
shares,  determination of price and other conditions relating to options will be
determined by the board of directors,  or the committee, in its sole discretion,
subject to the limitations of the plan.

     Stock options  granted under the plan are exercisable for a period of up to
ten years from the date of grant at an  exercise  price equal to the fair market
value of the Common Stock on the date of the grant.

     Options   granted   pursuant  to  the  plan  may  not  be  sold,   pledged,
hypothecated,  transferred or disposed of in any manner other than by will or by
the laws of descent or distribution  or, to the extent permitted by the board or
the committee.

     If any optionee ceases to serve as an employee of, or consultant to, Herley
or any parent or  subsidiary  company,  he may, but only within three (3) months
after the date he ceases to be employed,  exercise his option to the extent that
he was entitled to exercise it as of the date of such termination. To the extent
that he was not entitled to exercise an option at the date of such  termination,
or he does not  exercise the option  (which he was entitled to exercise)  within
the  time  specified  therein,   the  option  terminates.   Notwithstanding  the
foregoing,  in the event of the death of an optionee (1) while an  employee,  or
(2) within three (3) months after  termination of all employment (other than for
total  disability)  or (3) within one (1) year after  termination  on account of
total  disability of all  employment,  the  optionee's  estate or any person who
acquires the right to exercise the option by bequest or inheritance or by reason
of the death of the  optionee may exercise  such  optionee's  option at any time
within the three (3) year period from the date of death.  In the case of clauses
(1) and (3) above, the option shall be exercisable in full for all the remaining
shares  covered  thereby,  but in the case of clause  (2),  the option  shall be
exercisable  only  to  the  extent  it  was  exercisable  on the  date  of  such
termination of employment or service.  In no case is an option exercisable after
its expiration date.

     In the event of a change in control (as defined in the plan) of Herley,  at
the option of the board or the  committee,  (a) all options  outstanding  on the
date of the change in control shall become  immediately  and fully  exercisable,
and (b) an optionee will be permitted to surrender for cancellation within sixty
(60) days after the change in control  any option or portion of an option  which
was granted more than six (6) months prior to the date of such surrender, to the

                                       2
extent not yet  exercised,  and to receive a cash  payment in an amount equal to
the excess,  if any, of the fair market  value (as defined in the plan),  on the
date of  surrender,  of the  shares of common  stock  subject  to the  option or
portion thereof surrendered, over the aggregate purchase price for such shares.

     Herley's reports and registration  statements filed with the Securities and
Exchange Commission pursuant to the provisions of the Securities Exchange Act of
1934 are  incorporated  by  reference  herein  and these  documents,  as well as
Herley's annual report to  shareholders,  and additional  information  about the
plan and its administration, are available upon written or oral request from the
Treasurer  of  Herley,  at  its  offices  at  3061  Industry  Drive,  Lancaster,
Pennsylvania  17603,  (717)  397-2777.  Herley  does not intend to  furnish  any
reports to  participants  as to the amount and status of their options under the
plan.

                         FEDERAL INCOME TAX CONSEQUENCES

     The following is a brief summary of the Federal income tax  consequences as
of the date hereof with respect to options  exercised  with cash or common stock
or a  combination  of cash and common  stock.  This  description  of the Federal
income tax consequences is based upon law and Treasury interpretations in effect
on the date of this  prospectus  (including  proposed and temporary  regulations
which may be changed  when  finalized),  and it should be  understood  that this
summary is not  exhaustive,  that the law may change,  and further  that special
rules may apply with respect to situations not  specifically  discussed  herein.
Careful attention should also be given to state and local tax  consequences.  As
such, optionees are urged to consult with their own qualified tax advisors.

     Exercise of Non-Qualified Options with Cash

     No taxable  income  will be realized  by the  optionee  upon the grant of a
non-qualified  option.  On exercise,  the excess of the fair market value of the
stock at the  time of  exercise  over the  option  price of such  stock  will be
compensation and (i) will be taxable at ordinary income tax rates in the year of
exercise,  (ii) will be subject to withholding  for Federal income tax purposes,
and (iii)  generally  will be an allowable  income tax deduction to Herley.  The
optionee's tax basis for stock acquired upon exercise of a non-qualified  option
will be equal to the option  price paid for the stock plus any amounts  included
in income as compensation. Upon the sale of shares acquired pursuant to exercise
of a  non-qualified  option,  the optionee  will have  long-term  or  short-term
capital gain or loss depending on the holding period.

     If the  optionee  is subject to  restrictions  under  Section  16(b) of the
Exchange Act at exercise,  (i) he will not be taxed at the time of exercise, and
will instead be taxed when the Section 16(b) restrictions lapse (which is deemed
under  Treasury  regulations  to be six months after the date of issuance of the
shares),  based on the excess (if any) at that time or, if earlier,  at the time
of the sale of such shares, of the fair market value of the shares received over
the option  price,  and (ii) the  holding  period for  purposes  of  determining
entitlement to long-term or short-term capital gain or loss, as the case may be,
will commence on the earlier of the date of sale of such shares or the date that
the Section 16(b) restrictions lapse.  However, such an optionee may elect under
Section 83(b) of the Internal  Revenue Code of 1986, as amended,  to be taxed at
the time of exercise of the option,  based on the excess (if any) at the time of
exercise of the fair market value of the shares  received over the option price,
in which  event  the  holding  period  will  commence  on the date of  transfer.
Optionees  who are  subject  to  Section  16(b)  restrictions  should  consult a
qualified tax advisor  regarding the  advisability  of a Section 83(b) election,
which must be made within 30 days following the exercise of the shares.

                                       3
Exercise of Non-Qualified Options with Common Stock

     Based on a 1980 Revenue Ruling,  if shares  previously  acquired other than
upon exercise of an incentive  stock option are  surrendered  in full or partial
payment of the exercise price of a  non-qualified  option,  then no gain or loss
will be  recognized  by the  optionee,  on the date of exercise,  for the shares
which have an  aggregate  fair market value equal to the  aggregate  fair market
value of the shares  surrendered.  These shares received are called  replacement
shares.  The optionee will have a basis in the  replacement  shares equal to the
basis of the shares surrendered, and the optionee's holding period (for purposes
of  determining  entitlement  to  short-term  or long-term  capital gain or loss
treatment on a subsequent  disposition of the Replacement Shares) will generally
include the period during which the surrendered shares were held.

     In the event that the optionee  receives any additional  shares in addition
to the  replacement  shares on such  exercise,  then (i) the  excess of the fair
market value of all of the shares received over the sum of the fair market value
of the shares  surrendered  plus any cash  payments  made by the optionee on the
exercise  of the  option  will be treated as  compensation  taxable as  ordinary
income (and subject to withholding), (ii) the optionee's basis in the additional
shares  will be  equal to the sum of the  amount  taxed as  ordinary  income  on
exercise plus the amount of any cash  payments  made on exercise,  and (iii) the
holding  period  for  the   additional   shares  (for  purposes  of  determining
entitlement  to long-term  or  short-term  capital  gain or loss  treatment on a
subsequent disposition of the additional shares) will begin when such additional
shares are issued to the optionee.

     In the absence of new published  rulings to the  contrary,  it would appear
that rules similar to those that apply under the 1980 Revenue Ruling would apply
to the exercise of a non-qualified  option using shares  previously  acquired by
exercising an incentive  stock  option.  Based on the 1980 Revenue  Ruling,  the
exercise  of  a  non-qualified   option  using  shares  previously  acquired  by
exercising  an  incentive  stock  option  would not  result in a  "disqualifying
disposition" of such shares.

     Information Reporting

     Pursuant  to  applicable  tax  regulations,  Herley  will  provide  to each
optionee  and to the  appropriate  tax  authorities  information  regarding  the
exercises of non-qualified options on Form W-2 or 1099.

               RESTRICTION ON REOFFERS OR RESALES OF COMMON STOCK
                          ACQUIRED PURSUANT TO THE PLAN

     Participants in the plan who receive shares of common stock pursuant to the
exercise  of  options  may from time to time  sell all or a part of such  common
stock. In some instances,  there may be restrictions on the amount and manner of
such sales by reason of  pertinent  provisions  of the  securities  laws and the
rules  thereunder.  Optionees  should  consult  with  legal  counsel  about  the
securities law  implications  of the exercise of options and the  acquisition or
disposition of shares of common stock under the plan.

     Pursuant to Section  16(b) of the Exchange  Act, if an  optionee,  while an
officer,  director or ten percent (10%) stockholder of Herley,  (i) acquires any
equity  security of Herley (other than shares of common stock acquired under the
plan or another stock option plan of Herley if the exercise  price of the option
pursuant to which such shares of common stock were  acquired does not exceed the
fair market value thereof at the time of  exercise),  and (ii) within six months
before or after such acquisition sells any equity security of Herley,  including

                                       4
common stock  acquired  under the plan,  then such  optionee will be required to
repay to Herley any profit attributable to the two transactions.

     In the event of any  inconsistency  between this summary and the plan,  the
terms of the plan shall govern.

     This document  constitutes  part of a prospectus  covering  securities that
have been registered under the Securities Act of 1933.

                                       5
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, 2000;

     (b)  The Registrant's  Quarterly Report on Form 10-Q for the quarters ended
          October 29, 2000, January 28, 2001 and April 29, 2001;

     (c)  The Registrant's proxy statement filed on January 18, 2001; 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.

     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

                                      II-1
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. 2000 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.

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-2
(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 10th day October, 2001.

                              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 October 10, 2001 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
____________________________       Chief Executive Officer and Director
Myron Levy

/s/ Anello C. Garefino
____________________________       Vice President-Finance, Treasurer
Anello C. Garefino                 Chief Financial Officer

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

/s/ Thomas J. Allshouse
____________________________       Director
Thomas J. Allshouse

/s/ Alvin M. Silver
____________________________       Director
Alvin M. Silver

/s/ John A. Thonet
____________________________       Director
John A. Thonet

/s/ Edward K. Walker
____________________________       Director
Edward K. Walker

                                      II-4