Herley Industries, Inc.
                           101 North Point Boulevard
                            Lancaster, PA 17601-4133




                                        January 12, 2005


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0406

Attention:      Theresa A. Messinese, CPA

Re:             Herley Industries, Inc.
                Form 8-K filed December 28, 2004
                File No. 0-5411
                ---------------

Ladies and Gentlemen:

     Following are our responses,  including  supplemental  information,  to the
comments of the Securities and Exchange  Commission (the "SEC") set forth in its
letter dated January 4, 2005 with respect to the above-referenced document filed
by Herley  Industries,  Inc.  (the  "Company" or  "Herley").  The numbers of our
responses parallel the numbers in your January 4, 2005 comment letter.

     1. We have amended the Form 8-K to state that the former  accountants  were
dismissed.

Other
- -----

     2. Please be advised supplementally that the Company acknowledges that:

          --   it is responsible for the adequacy and accuracy of the disclosure
               in the filngs;
          --   staff  comments  or changes to  disclosure  in  response to staff
               comments  in the filings  reviewed by the staff do not  foreclose
               the Commission from taking any action with respect to the filing;
               and
          --   the  Company  may not assert  staff  comments as a defense in any
               proceeding  initiated by the  Commission  or any person under the
               federal securities laws of the United States.

                                      Very truly yours,

                                      HERLEY INDUSTRIES, INC.

                                      /s/Thomas Gilboy
                                      Thomas Gilboy
                                      Vice President and Chief Financial Officer