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: January 6, 1999
                       (Date of earliest event reported)


                             HERLEY INDUSTRIES, INC.
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             (Exact name of registrant as specified in its charter)



    Delaware                          0-5411                        23-2413500
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(State or other                    (Commission                    (IRS Employer
jurisdiction of                     File Number)                  Identification
 incorporation)                                                      Number)


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



Registrant's telephone number including area code                (717)  397-2777
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         (Former name of former address, if changed since last report.)

ITEM 2.   Acquisition or Disposition of Assets
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     1. (a) On January 6, 1999,  the  Registrant  acquired all of the issued and
outstanding shares of common stock of General Microwave  Corporation ("GMC") due
to the  consummation  of a merger  between GMC and GMC  Acquisition  Corporation
("Acquisition"),  a wholly-owned  subsidiary of the  Registrant.  The merger was
effected pursuant to the terms and provisions of an Agreement and Plan of Merger
dated as of August 21,  1998 by and among  GMC,  eleven  GMC  shareholders,  the
Registrant and Acquisition.  Pursuant to the terms of the Merger Agreement, each
former shareholder of GMC is entitled to receive $18.00 in cash and a three-year
warrant to purchase  one share of the  Registrant's  common  stock at a price of
$14.40 per share if the Warrant is exercised on or before  January 11, 1999, and
$15.60 per share if the Warrant is exercised  after  January 11, 1999.  The cash
portion of the purchase price was financed by borrowing  under the  Registrant's
existing line of credit facility with its bank.

          (b)  GMC's  facilities  are  used  by it in the  design,  development,
manufacture  and marketing of microwave and  electronic  systems,  equipment and
components,  and the Registrant  currently  intends to continue such operations,
including under leases thereof.


ITEM 7.   Financial Statements, Pro Forma Financial
          Information and Exhibits
          -----------------------------------------
          (a) Financial Statements of Business Acquired. Since it is impractical
to provide the required financial statements at this time, the Company will file
the required financial statements on Form 8-K/A as soon as practicable,  but not
later than sixty days after the required filing date of this report.

          (b) Pro forma Financial Information.  Any required pro forma financial
information  also  will be filed on Form  8-K/A  within  sixty  days  after  the
required filing date of this report.

          (c)  Exhibits.

               (1)  Agreement  and Plan of Merger  dated  August 21, 1998 by and
                    among  GMC,   eleven  GMC   shareholders,   Acquisition  and
                    Registrant.  (Incorporated  by  reference  to  Exhibit  1 to
                    Schedule 13D dated August 28,1998).

               (2)  Amendment  No.  1 to  Agreement  and  Plan of  Merger  dated
                    November 18, 1998 by and among GMC, eleven GMC shareholders,
                    Acquisition  and  Herley.   (Incorporated  by  reference  to
                    Exhibit 2.2 to  Registrant's Registration  Statement on Form
                    S-4, File No. 333-68603).

                                   SIGNATURES

     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.


                                   HERLEY INDUSTRIES, INC.

                                   By:   /s/ David H. Lieberman
                                       -----------------------------
                                       David H. Lieberman, Secretary

Dated:  January 20, 1999