SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549



                                       FORM 8-K

                                   CURRENT REPORT

                         Pursuant to Section 13 or 15(d) of
                         the Securities Exchange Act of 1934


                            Date of Report: June 7, 1995
                          ________________________________
                          (Date of earliest event reported)



                               Herley Industries, Inc.
                 ___________________________________________________
               (Exact name of registrant as specified in its charter)



                  Delaware            0-5411                  23-2413500
               _____________       ___________              _____________
               (State or other     (Commission              (IRS Employer
               jurisdiction of     File Number)             identification
               incorporation)                               number)

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



          Registrant's telephone number including area code: (717) 397-2777


          _________________________________________________________________

           (Former name or former address, if changed since last report.) 
 2
Item 4.   Changes in Registrant's Certifying Accountant

     Effective June 7, 1995, the Board of Directors determined to
replace  Wolinetz,  Gottlieb  &  Lafazan,  P.C.,  the   Company's
independent accountants for the fiscal year ended July 31,  1994,
with Arthur Andersen LLP, which will be the Company's independent
accountants for its fiscal year ending July 30, 1995. The decision
to change independent accountants was recommended to the Board of
Directors by the Audit Committee of the Board of Directors.

     In connection with the audit for the Company's fiscal  years
ended July 31, 1994  and August 1, 1993  and for the period  from
August 2, 1994 through June 7 1995, there were no disagreement with
Wolinetz, Gottlieb & Lafazan, P.C.  on any matters of  accounting
principles  or  practices,  financial  statement  disclosure,  or
auditing scope of procedure, which disagreements, if not resolved
to their satisfaction, would have caused it to make a reference to
the subject matter  of the disagreements  in connection with  its
report.

     The report of Wolinetz, Gottlieb & Lafazan, P.C. for the years
ended July 31, 1994 and August 1, 1993 does not contain an adverse
opinion or  a  disclaimer  of  opinion,  or  a  qualification  or
modification  as  to  uncertainty,  audit  scope  or   accounting
principles.

     The Company  has not  had any  discussions or  received  any
written reports or oral advice from Arthur Andersen LLP during the
two most recent fiscal years and any subsequent interim period with
respect to either the application  of accounting principles to  a
specific transaction, either completed or proposed, or as to  the
type of audit opinion that might be rendered on the  Registrant's
financial statements.

     Enclosed is a  copy of  a letter from  Wolinetz, Gottlieb  &
Lafazan, P.C. as required pursuant to Item 304(a)(3) of Regulation
S-K.

Item 7.   Financial Statements and Exhibits

     (c)  Exhibits 
          (16) Letter from Wolinetz, Gottlieb & Lafazan, P.C.    
               referred to in Item 4 (e) above.

                           SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has caused this report to be signed on
behalf of the undersigned thereunto duly authorized.  

                                   HERLEY INDUSTRIES, INC.
                                   _______________________
                                        (Registrant)

                              By:  /S/ Myron Levy
                                   _______________________
                                   Myron Levy, President
Date: June 7, 1995 
 3
             WOLINETZ, GOTTLIEB & LAFAZAN, P.C.
                   5 North Village Avenue
                      Rockville Centre
                      New York,  11570




                                   June 9, 1995


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

RE:  Herley Industries, Inc.
     Report on Form 8-K as of
     June 7, 1995
     ------------------------------

Gentlemen:

     We have read Item 4 included in the attached Form 8-K dated
June 7, 1995 of Herley Industries, Inc. to be filed with the
Securities and Exchange Commission and are in agreement with the
statements contained therein.

                              Very truly yours,

                              WOLINETZ, GOTTLIEB & LAFAZAN, P.C.