8-K/A

                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                   FORM 8-K/A

                                 CURRENT REPORT

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

                        Date of Report: December 23, 2004
                        (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 Jurisdiction   Commission File Number        I.R.S. Employer
   of incorporation                                      Identification Number


101 North Pointe Boulevard, Lancaster Pennsylvania            17601
- --------------------------------------------------            -----
     (Address of principal executive office)                (Zip code)

 Registrant's telephone number including area code        (717) 735-8117

                _________________________________________________
          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act

[ ] Pre-commencement  communications  pursuant to Rule 13e-4c under the Exchange
Act (17 CFR 240.13e-4c)


Item 4.01 Changes in Registrant's Certifying Accountant.

     On December 23, 2004,  the Registrant  dismissed  Deloitte & Touche LLP, as
its independent  registered public accounting firm, and engaged BDO Seidman, LLP
as its new independent  registered public accounting firm for fiscal year ending
July 31, 2005.

     Deloitte & Touche LLP's reports on the Company's  financial  statements for
the past two fiscal years did not contain an adverse  opinion or  disclaimer  of
opinion,  and was not  qualified or modified as to  uncertainty,  audit scope or
accounting principles.

     During the  Registrant's  two most recent fiscal years and through December
23,  2004,  there  have been no  disagreements  or  reportable  events  with the
Deloitte & Touche  LLP on any matter of  accounting  principles,  or  practices,
financial   statement   disclosure  or  auditing   scope  or  procedure,   which
disagreements  if not resolved to the  satisfaction of the Deloitte & Touche LLP
would  have  caused  them to make  reference  thereto  in their  reports  on the
financial statements for such years.

     During the  Registrant's  two most recent  fiscal years and any  subsequent
interim period, the Registrant has not consulted with BDO Seidman, LLP regarding
any matters or reportable events described in Item 304 (a)(2) of Regulation S-B.

     The Registrant  provided to Deloitte & Touche LLP a copy of the disclosures
made in this Form 8-K and requested that Deloitte & Touche LLP furnish it with a
letter  addressed to the Securities and Exchange  Commission  stating whether or
not  it  agrees  with  the  above  statements  in  this  item  relating  to  the
relationship  with  Deloitte & Touche LLP and if not,  stating  the  respects in
which it does not agree. A copy of Deloitte & Touche LLP's letter dated December
28, 2004 agreeing with the statements is attached to this report as an Exhibit.

Item 9.01      Financial Statements and Exhibits

          (c)       Exhibits

               16 - Letter from Deloitte & Touche LLP





                                   SIGNATURES



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

                             HERLEY INDUSTRIES, INC.


                             By: /s/Thomas V. Gilboy
                                 ------------------------------------------
                                 Thomas V. Gilboy
                                 Vice President and Chief Financial Officer


Dated:    January 12, 2005

EX-16

                                                Exhibit 16

DELOITTE

                                                Deloitte & Touche LLP
                                                Suite 800
                                                1750 Tysons Boulevard
                                                McLean, VA  22102-4219
                                                USA

                                                Tel: +1-703 251 1000
                                                Fax: +1 703 251 3400
                                                www.deloitte.com




January 11, 2005



Securities and Exchange Commission
Mail Stop 11-3
450 5th Street, NW
Washington, DC  20549

Dear Sirs/Madams:

We have read Item 4.01 of Herley  Industries,  Inc.'s Form 8-K/A dated  December
23, 2004, and have the following comments:

     We agree with the statements made in paragraphs one, two, three, and five.

     We have no basis on which to agree or disagree with the statements  made in
     the fourth paragraph.

Yours truly,

/s/ Deloitte & Touche LLP