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)

                             1997 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,          1,666,666 shs.        $13.00               $21,666,658            $6,392
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 February 17, 1998, 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 and 10-K/A for the fiscal
          year ended August 3, 1997;

     (2)  The  Company's  Quarterly  Report on Form 10-Q for the thirteen  weeks
          ended November 2, 1997.

     (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 6,600 shares of Common Stock,  warrants to purchase 10,000 shares
of Common Stock, and options to purchase 10,000 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    1997 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 23rd day of February, 1998.

                                         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  February  23,  1998 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)

--------------------------               Director
Thomas S. Allshouse

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

--------------------------               Director
Dr. Alvin M. Silver

/s/ John Thonet
--------------------------
John Thonet                              Director

--------------------------
Adm. Edward K. Walker, Jr.               Director
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16866}]
{"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": "333-46777", "film-number": "98547957"}, "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)

                             1997 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,          1,666,666 shs.        $13.00               $21,666,658            $6,392
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 February 17, 1998, 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 and 10-K/A for the fiscal
          year ended August 3, 1997;

     (2)  The  Company's  Quarterly  Report on Form 10-Q for the thirteen  weeks
          ended November 2, 1997.

     (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 6,600 shares of Common Stock,  warrants to purchase 10,000 shares
of Common Stock, and options to purchase 10,000 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    1997 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 23rd day of February, 1998.

                                         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  February  23,  1998 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)

--------------------------               Director
Thomas S. Allshouse

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

--------------------------               Director
Dr. Alvin M. Silver

/s/ John Thonet
--------------------------
John Thonet                              Director

--------------------------
Adm. Edward K. Walker, Jr.               Director