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
incorporation or organization)                     Identification No.)

10 Industry Drive, Lancaster, Pennsylvania                   17603
------------------------------------------                ----------
 (Address of Principal Executive Offices)                 (Zip Code)

                             1996 STOCK OPTION PLAN
                      1992 NON-QUALIFIED STOCK OPTION PLAN
                      ------------------------------------
                            (Full title of the plan)

                             LEE N. BLATT, CHAIRMAN
                             HERLEY INDUSTRIES, INC.
                                10 Industry Drive
                          Lancaster, Pennsylvania 17603
                     ---------------------------------------
                     (Name and address of agent for service)

                                  717-397-2777
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
                                         Proposed    Proposed
                                          Minimum     Maximum
   Title of Each          Amount         Offering    Aggregate     Amount of
Class of Securities        To Be         Price Per   Offering    Registration
 To be Registered       Registered     Security (1)  Price (1)        Fee
-------------------  ----------------- ------------ -----------  ------------
Common Stock, par      500,000 shs.(2)   $13.00     $ 6,500,000    $ 1,970
value $.001 per
share                1,000,000 shs.(2)   $13.00     $13,000,000    $ 3,939
------------------------------------------------------------------------------
(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant to Rule 457 of the  Securities  Act of 1933,  based upon the average of
the high and low closing price reported in the consolidated  reporting system on
December 4, 1996. (2) The  Registration  Statement also covers an  indeterminate
number of  additional  shares of Common  Stock  which  may  become  issuable  to
anti-dilution and adjustment provisions of the Plan.

<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 (c) below:

         (a)      The  Registrant's  latest  annual  report  filed  pursuant  to
                  Section  13 (a) or 15 (d) of the  Securities  Exchange  Act of
                  1934, or either (I) the latest  prospectus  filed  pursuant to
                  Rule 424 (b) under the  Securities  Act of 1933 that  contains
                  audited  financial  statements  for  the  Registrant's  latest
                  fiscal year for which such  statements have been filed or (II)
                  the Registrant's  effective  registration statement on Form 10
                  filed under the  Securities  Exchange  Act of 1934  containing
                  audited  financial  statements  for  the  Registrant's  latest
                  fiscal year;

         (b)      All other reports  filed  pursuant to Section 13 (a) or 15 (d)
                  of the  Securities  Exchange  Act of 1934 since the end of the
                  fiscal year covered by the Registrant's  documents referred to
                  in (a) above;

         (c)      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,  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.

         David H. Lieberman, a member of the law firm of Blau, Kramer, Wactlar &
Lieberman, P.C., is a director of the Registrant. Mr. Lieberman owns 6,600 share
of common stock of the Registrant and owns warrants to purchase 10,000 shares of
common stock of the Registrant.



                                        2

<PAGE>

Item 6.  Indemnification of Directors and Officers.

         Under  provisions of the  Certificate of  Incorporation  and By-Laws of
Registrant,  each person who is or was a director or officer of Registrant shall
be  indemnified  by  Registrant  as of  right to the full  extent  permitted  or
authorized by the General Corporation Law of Delaware.

         Under such law,  to the extent that such  person is  successful  on the
merits of defense of a suit or proceeding  brought  against him by reason of the
fact that he is a director  or officer of  Registrant,  he shall be  indemnified
against expenses  (including  attorneys' fees) reasonably incurred in connection
with such action.

         If  unsuccessful  in defense of a third-party  civil suit or a criminal
suit is settled,  such a person shall be indemnified under such law against both
(1) expenses  (including  attorneys' fees) and (2) judgments,  fines and amounts
paid in  settlement  if he acted in good  faith  and in a manner  he  reasonably
believed to be in, or not opposed to, the best interests of Registrant, and with
respect to any criminal  action,  had no reasonable cause to believe his conduct
was unlawful.

         If  unsuccessful  in  defense  of a suit  brought by or in the right of
Registrant, or if such suit is settled, such a person shall be indemnified under
such law only  against  expenses  (including  attorneys'  fees)  incurred in the
defense or  settlement of such suit if he acted in good faith and in a manner he
reasonably  believed  to be  in,  or not  opposed  to,  the  best  interests  of
Registrant except that if such a person is adjudicated to be liable in such suit
for negligence or misconduct in the  performance  of his duty to Registrant,  he
cannot be made whole even for expenses  unless the court  determines  that he is
fairly and reasonably entitled to be indemnified for such expenses.

         The officers and  directors of the 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  aggregate
deductible  for each loss under the policy of $200,000.  The Company has entered
into  Indemnification  Agreements  with each 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      (a) 1996 Stock Option Plan.

            (b) 1992 Non-Qualified Stock Option Plan.


                                        3

<PAGE>

     5.1    Opinion  and  consent of Blau,  Kramer,  Wactlar &  Lieberman,  P.C.
            relating to the legality of  securities  under the 1996 Stock Option
            Plan and 1992 Non-Qualified Stock Option Plan.

    23.1    Consent of Blau, Kramer,  Wactlar & Lieberman,  P.C. - included in
            their opinion filed as Exhibit 5.

    23.2    Consent of Independent Public Accountants.

    24      Power  of  Attorney   (included  on  the  signature   page  of  this
            Registration Statement).

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,
                         represents 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.  Provided,
                         however,  that  paragraphs  (a)(1)(I) and (a)(1)(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  of  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.

                                        4

<PAGE>

          (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 of 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  public  policy  as  expressed  in the Act and  will be
          governed by 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 5th day of December, 1996.

                                        HERLEY INDUSTRIES, INC.

                                        BY:   /S/  Lee N. Blatt
                                            --------------------
                                            Lee N. Blatt
                                            Chairman of the Board



                                        5

<PAGE>

                                POWER OF ATTORNEY

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on December 5, 1996 by the following
persons in the capacities  indicated.  Each person whose signature appears below
constitutes and appoints Lee N. Blatt, with full power of substitution, our true
and lawful  attorney and agent to do any and all acts and things in our name and
on our behalf in our capacities  indicated  below which we 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;  and we do hereby  ratify  and
confirm all that we shall do or cause to be done by virtue thereof.

                                        6

<PAGE>

                  Signature                             Title
       ----------------------------            ---------------------------

By:    /S/  Lee N. Blatt                           Chairman of the Board
    ----------------------                     -----------------------------
         Lee N. Blatt                          (Principal Executive Officer)

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

By:    /S/  Gerald I. Klein                    Chief Technical Officer
    -------------------------                    and Director
      Gerald I. Klein

By:    /S/  Anello C. Garefino                  Vice President Finance/CFO
    ----------------------------              -----------------------------
      Anello C. Garefino                       (Principal Financial Officer)

By:   /S/  David H. Lieberman                   Director
    ---------------------------
      David H. Lieberman

By:  /S/  Thomas J. Allshouse                   Director
    --------------------------
      Thomas J. Allshouse

By:   /S/  John A. Thonet                       Director
    -----------------------
        John A.  Thonet


                                        7

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

-------------------------------------------------------------------------------

                             HERLEY INDUSTRIES, INC.
-------------------------------------------------------------------------------



                         Form S-8 Registration Statement


-------------------------------------------------------------------------------


                          E X H I B I T    I N D E X

-------------------------------------------------------------------------------



                                                       Page No. In Sequential
Exhibit                                                Numbering of all pages,
Number         Exhibit Description                     including Exhibit Pages
-------    -----------------------------------------   -----------------------
 4 (a)     1996 Stock Option Plan                                9 of 23

   (b)     1992 Non-Qualified Stock Option Plan                 17 of 23

 5.1       Opinion and Consent of counsel                       22 of 23

23.1       Consent of Counsel                              See Exhibit 5

23.2       Consent of Independent Public Accountants            23 of 23

24         Power of Attorney                           Included on the signature
                                                       page of this Registration
                                                       Statement.

                                        8
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 19155}]
{"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": "333-17369", "film-number": "96676678"}, "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"}]}
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
incorporation or organization)                     Identification No.)

10 Industry Drive, Lancaster, Pennsylvania                   17603
------------------------------------------                ----------
 (Address of Principal Executive Offices)                 (Zip Code)

                             1996 STOCK OPTION PLAN
                      1992 NON-QUALIFIED STOCK OPTION PLAN
                      ------------------------------------
                            (Full title of the plan)

                             LEE N. BLATT, CHAIRMAN
                             HERLEY INDUSTRIES, INC.
                                10 Industry Drive
                          Lancaster, Pennsylvania 17603
                     ---------------------------------------
                     (Name and address of agent for service)

                                  717-397-2777
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
                                         Proposed    Proposed
                                          Minimum     Maximum
   Title of Each          Amount         Offering    Aggregate     Amount of
Class of Securities        To Be         Price Per   Offering    Registration
 To be Registered       Registered     Security (1)  Price (1)        Fee
-------------------  ----------------- ------------ -----------  ------------
Common Stock, par      500,000 shs.(2)   $13.00     $ 6,500,000    $ 1,970
value $.001 per
share                1,000,000 shs.(2)   $13.00     $13,000,000    $ 3,939
------------------------------------------------------------------------------
(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant to Rule 457 of the  Securities  Act of 1933,  based upon the average of
the high and low closing price reported in the consolidated  reporting system on
December 4, 1996. (2) The  Registration  Statement also covers an  indeterminate
number of  additional  shares of Common  Stock  which  may  become  issuable  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 Registrant hereby  incorporates by reference into this Registration
Statement the documents listed in (a) through (c) below:

         (a)      The  Registrant's  latest  annual  report  filed  pursuant  to
                  Section  13 (a) or 15 (d) of the  Securities  Exchange  Act of
                  1934, or either (I) the latest  prospectus  filed  pursuant to
                  Rule 424 (b) under the  Securities  Act of 1933 that  contains
                  audited  financial  statements  for  the  Registrant's  latest
                  fiscal year for which such  statements have been filed or (II)
                  the Registrant's  effective  registration statement on Form 10
                  filed under the  Securities  Exchange  Act of 1934  containing
                  audited  financial  statements  for  the  Registrant's  latest
                  fiscal year;

         (b)      All other reports  filed  pursuant to Section 13 (a) or 15 (d)
                  of the  Securities  Exchange  Act of 1934 since the end of the
                  fiscal year covered by the Registrant's  documents referred to
                  in (a) above;

         (c)      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,  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.

         David H. Lieberman, a member of the law firm of Blau, Kramer, Wactlar &
Lieberman, P.C., is a director of the Registrant. Mr. Lieberman owns 6,600 share
of common stock of the Registrant and owns warrants to purchase 10,000 shares of
common stock of the Registrant.

                                        2
Item 6.  Indemnification of Directors and Officers.

         Under  provisions of the  Certificate of  Incorporation  and By-Laws of
Registrant,  each person who is or was a director or officer of Registrant shall
be  indemnified  by  Registrant  as of  right to the full  extent  permitted  or
authorized by the General Corporation Law of Delaware.

         Under such law,  to the extent that such  person is  successful  on the
merits of defense of a suit or proceeding  brought  against him by reason of the
fact that he is a director  or officer of  Registrant,  he shall be  indemnified
against expenses  (including  attorneys' fees) reasonably incurred in connection
with such action.

         If  unsuccessful  in defense of a third-party  civil suit or a criminal
suit is settled,  such a person shall be indemnified under such law against both
(1) expenses  (including  attorneys' fees) and (2) judgments,  fines and amounts
paid in  settlement  if he acted in good  faith  and in a manner  he  reasonably
believed to be in, or not opposed to, the best interests of Registrant, and with
respect to any criminal  action,  had no reasonable cause to believe his conduct
was unlawful.

         If  unsuccessful  in  defense  of a suit  brought by or in the right of
Registrant, or if such suit is settled, such a person shall be indemnified under
such law only  against  expenses  (including  attorneys'  fees)  incurred in the
defense or  settlement of such suit if he acted in good faith and in a manner he
reasonably  believed  to be  in,  or not  opposed  to,  the  best  interests  of
Registrant except that if such a person is adjudicated to be liable in such suit
for negligence or misconduct in the  performance  of his duty to Registrant,  he
cannot be made whole even for expenses  unless the court  determines  that he is
fairly and reasonably entitled to be indemnified for such expenses.

         The officers and  directors of the 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  aggregate
deductible  for each loss under the policy of $200,000.  The Company has entered
into  Indemnification  Agreements  with each 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      (a) 1996 Stock Option Plan.

            (b) 1992 Non-Qualified Stock Option Plan.

                                        3
5.1    Opinion  and  consent of Blau,  Kramer,  Wactlar &  Lieberman,  P.C.
            relating to the legality of  securities  under the 1996 Stock Option
            Plan and 1992 Non-Qualified Stock Option Plan.

    23.1    Consent of Blau, Kramer,  Wactlar & Lieberman,  P.C. - included in
            their opinion filed as Exhibit 5.

    23.2    Consent of Independent Public Accountants.

    24      Power  of  Attorney   (included  on  the  signature   page  of  this
            Registration Statement).

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,
                         represents 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.  Provided,
                         however,  that  paragraphs  (a)(1)(I) and (a)(1)(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  of  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.

                                        4
(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 of 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  public  policy  as  expressed  in the Act and  will be
          governed by 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 5th day of December, 1996.

                                        HERLEY INDUSTRIES, INC.

                                        BY:   /S/  Lee N. Blatt
                                            --------------------
                                            Lee N. Blatt
                                            Chairman of the Board

                                        5
POWER OF ATTORNEY

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on December 5, 1996 by the following
persons in the capacities  indicated.  Each person whose signature appears below
constitutes and appoints Lee N. Blatt, with full power of substitution, our true
and lawful  attorney and agent to do any and all acts and things in our name and
on our behalf in our capacities  indicated  below which we 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;  and we do hereby  ratify  and
confirm all that we shall do or cause to be done by virtue thereof.

                                        6
Signature                             Title
       ----------------------------            ---------------------------

By:    /S/  Lee N. Blatt                           Chairman of the Board
    ----------------------                     -----------------------------
         Lee N. Blatt                          (Principal Executive Officer)

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

By:    /S/  Gerald I. Klein                    Chief Technical Officer
    -------------------------                    and Director
      Gerald I. Klein

By:    /S/  Anello C. Garefino                  Vice President Finance/CFO
    ----------------------------              -----------------------------
      Anello C. Garefino                       (Principal Financial Officer)

By:   /S/  David H. Lieberman                   Director
    ---------------------------
      David H. Lieberman

By:  /S/  Thomas J. Allshouse                   Director
    --------------------------
      Thomas J. Allshouse

By:   /S/  John A. Thonet                       Director
    -----------------------
        John A.  Thonet

                                        7
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                             HERLEY INDUSTRIES, INC.
-------------------------------------------------------------------------------

                         Form S-8 Registration Statement

-------------------------------------------------------------------------------

                          E X H I B I T    I N D E X

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                                                       Page No. In Sequential
Exhibit                                                Numbering of all pages,
Number         Exhibit Description                     including Exhibit Pages
-------    -----------------------------------------   -----------------------
 4 (a)     1996 Stock Option Plan                                9 of 23

   (b)     1992 Non-Qualified Stock Option Plan                 17 of 23

 5.1       Opinion and Consent of counsel                       22 of 23

23.1       Consent of Counsel                              See Exhibit 5

23.2       Consent of Independent Public Accountants            23 of 23

24         Power of Attorney                           Included on the signature
                                                       page of this Registration
                                                       Statement.

                                        8