8-K

                       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: May 21, 2002
                        (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)


  3061 Industry Drive, Lancaster, Pennsylvania           17603-4025
   (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.)




Item 4.   Changes in Registrant's Certifying Accountant

     (a) At a  meeting  held on May 21,  2002,  the  Board of  Directors  of the
Company,  at the recommendation of its Audit Committee,  approved the engagement
of Ernst & Young LLP as its independent auditors for the fiscal year ending July
28, 2002 to replace  the firm of Arthur  Andersen  LLP,  who were  dismissed  as
auditors of the Company effective May 21, 2002.

     The reports of Arthur  Andersen LLP on the Company's  financial  statements
for the past two fiscal years did not contain an adverse opinion or a disclaimer
of opinion and were not qualified or modified as to uncertainty, audit scope, or
accounting principles.

     In connection  with the audits of the Company's  financial  statements  for
each of the two fiscal years ended July 30, 2000 and July 29, 2001,  and through
the date of this report,  there were no disagreements or reportable  events with
Arthur  Andersen  LLP on any  matters of  accounting  principles  or  practices,
financial statement  disclosure,  or auditing scope and procedures which, if not
resolved to the  satisfaction  of Arthur  Andersen LLP would have caused  Arthur
Andersen LLP to make reference to the matter in their report.

     (b) The  Company  has not had any  discussions  nor  received  any  written
opinion or oral advice from Ernst & Young LLP during the two most recent  fiscal
years and any subsequent  interim period with respect to either the  application
of  accounting  principles  to a  specified  transaction,  either  completed  or
proposed,  or as to the type of audit  opinion  that  might be  rendered  on the
registrant's financial statements.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits

     (c)  Exhibits

          (16) Letter from Arthur Andersen LLP required by Item 304(a)(3) of
               Regulation S-K.






                                   Signatures

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

                                   HERLEY INDUSTRIES, INC.

                                        /s/ Myron Levy
                                   By:
                                       Myron Levy
                                       Chief Executive Officer
Dated: May 24, 2002

EX-16

                                                        Exhibit 16


                                             Arthur Andersen LLP
                                             1909 Charter Lane
                                             Lancaster, PA  17601


May 23, 2002




Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washiington, D.C.  20549

Dear Sir/Madam:

We have read the first,  second and third  paragraphs  of Item 4 included in the
Form 8-K dated May 21,  2002 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,


/s/  Arthur Andersen LLP




cc:  Mr. Anello C. Garefino, CFO
      Herley Industries, Inc.