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: July 11, 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 July 11,  2002,  the Board of  Directors  of the
Company,  at the recommendation of its Audit Committee,  approved the engagement
of Deloitte & Touche 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.

     At a meeting held on May 21, 2002, the Company's Board of Directors, at the
recommendation  of the Audit  Committee,  had approved the engagement of Ernst &
Young LLP as successor  auditors to Arthur Andersen,  LLP.  Shortly  thereafter,
however,  it was determined  that Ernst & Young LLP had been retained in pending
litigation against the Company to perform forensic  accounting work on behalf of
a party in that litigation adverse to the Company, and to testify, if necessary,
as to the  agreed  upon  procedures  that Ernst & Young LLP had  performed.  The
Company and Ernst & Young LLP were unable to resolve certain issues with respect
to Ernst & Young's continued participation as a consulting and testifying expert
in the pending litigation. Accordingly, the Company elected to engage Deloitte &
Touche LLP as its independent auditors to succeed Arthur Andersen, LLP.

     There  were no reports  of Ernst & Young LLP with  respect to the  Company,
including for either of the past two years,  since they have never performed any
auditing services for the Company.

     Through the date of this report,  there were no disagreements or reportable
events  with  Ernst & Young  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 Ernst & Young LLP would  have
caused Ernst & Young LLP to make  reference to the matter in their  report,  had
they issued a report.

     (b) The  Company  has not had any  discussions  nor  received  any  written
opinion or oral  advice  from  Deloitte & Touche 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 Ernst & Young 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: July 17, 2002

EX-16

                     Ernst & Young LLP                  Phone: (717) 651-7300
                     Central Pennsylvania Practice      Fax: (717) 651-7444
                     Commerce Court, Suite 200          www.ey.com
                     2601 Market Place
                     Harrisburg, Pennsylvania 17110-9359

EXHIBIT 16 TO FORM 8-K


July 17, 2002




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

Gentlemen:

We have read Item 4(a) of Form 8-K dated July 17,  2002,  of Herley  Industries,
Inc. and are in agreement with the statements  contained in the second paragraph
(except for the last sentence of the second paragraph),  the third paragraph and
the fourth  paragraph  on page 2 therein.  We have no basis to agree or disagree
with other statements of the registrant contained therein.

                                       Very truly yours,

                                       /s/ Ernst & Young LLP









       Ernst & Young LLP is a member of Ernst & Young International, Ltd.