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 20, 2005
                        (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)


101 North Point Boulevard, Lancaster, Pennsylvania       17601-4133
Address of principal executive offices)                  (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 5.02  Departure of Directors or Principal Officers; Election of Directors;
           Appointment of Principal Officers.

     At a meeting of the Board of Directors  held on January 20, 2005,  David H.
Lieberman,  Esq.  resigned as a director of Registrant  and Carlos  Campbell was
appointed a  director,  effective  immediately,  to serve in Class III until the
Annual Meeting of Stockholders in 2005. Mr.  Campbell,  an independent  director
under current SEC and Nasdaq rules and regulations,  was also appointed to serve
as a  member  of the  Corporate  Governance  Committee  and as  Chairman  of the
Nominating Committee of the Board of Directors.

     Mr.  Lieberman  is a member of Beckman,  Lieberman  &  Barandes,  LLP which
continues to act as counsel to Registrant.

                                   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.


                                         By: /s/ Myron Levy
                                             Myron Levy
                                             Chief Executive Officer

Dated:  January 21, 2005.