January 4, 2005
Mail Stop 0305

Via U.S. Mail and fax (717) 735-8123

Thomas V. Gilboy
Herley Industries, Inc.
101 North Pointe Boulevard
Lancaster, PA  17601

	Re:	Form 8-K filed December 28, 2004
      File No.: 0-5411

Dear Mr. Gilboy:

We have reviewed your filing and have the following comments.
Where
indicated, we think you should revise your document in response to
this comment.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

1. Please revise the Form to state whether the former accountant
resigned, declined to stand for re-election or was dismissed, as
required by Item 304(a)(1)(i) of Regulation S-K.  It is not
sufficient to state that the company "determined to end its
relationship" with the accountant, as that wording is unclear to a
reader.

Other

2. We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In connection with responding to our comment, please provide, in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.


We welcome any questions you may have about our comments or on any
other aspect of our review.  You may contact me at 202-942-1785,
or
in my absence, Robert Benton at 202-942-1811.

      Sincerely,


								Theresa A. Messinese, CPA
      Staff Accountant
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Thomas V. Gilboy
Herley Industries, Inc.
January 4, 2005
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