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: April 13, 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 Pointe 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 2.01     COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

     On April 13,  2005,  Herley  Industries,  Inc.  announced  the  completion,
effective  April 1, 2005,  of its  acquisition  of all of the  capital  stock of
Innovative Concepts,  Inc. in an all cash transaction totaling approximately $20
million.  Innovative Concepts, Inc. provides wireless communications  technology
and real-time embedded systems, software,  hardware and high speed processing in
support of the defense  industry.  Innovative  Concepts,  Inc.  had  revenues of
approximately $28 million for the fiscal year ended October 31, 2004.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS

     (a)  Financial  Statement  of  Business  Acquired.  As  permitted  by  Item
9.01(a)(4) of Form 8-K, the  Registrant  will,  if required,  file the financial
statements  required by Item  9.01(a)(1) of Form 8-K pursuant to an amendment to
this current  report on Form 8-K not later than  seventy-one  (71) calendar days
after the date this current report must be filed.

     (b) Pro Forma  Financial  Information.  As permitted by Item  9.01(b)(2) of
Form 8-K,  the  Registrant  will,  if  required,  file the pro  forma  financial
information  required by Item 9.01(b)(1) of Form 8-K pursuant to an amendment to
this current  report on Form 8-K no later than  seventy-one  (71)  calendar days
after the date this current report must be filed.

(c)     Exhibits.

     2.1  Common Stock Purchase Agreement dated as of April 12, 2005.

     99.1 Press Release dated April 13, 2005,  announcing  the completion of the
          acquisition of Innovative Concepts, Inc.



                                   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/ Thomas V. Gilboy
                                        ------------------------------------
                                        Thomas V. Gilboy
                                        Vice President and CFO
                                        (Principal Financial Officer)
Dated:  April 18, 2005