UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

(Check  One):  [X] Form  10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form N-SAR [ ] Form N-CSR

     For Period Ended:   July 31, 2005

[  ] Transition Report on Form 10-K       [  ] Transition Report on Form 10-Q
[  ] Transition Report on Form 20F        [  ] Transition Report on Form N-SAR
[  ] Transition Report on Form 11-K

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     Nothing in this form shall be  construed to imply that the  Commission  has
verified any information contained herein.

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     If the  notification  relates  to a portion of the  filing  checked  above,
identify the item(s) to which the notification relates:


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                                     PART I
                             REGISTRANT INFORMATION

Full name of registrant: Herley Industries, Inc.

Former name if applicable:

Address of principal executive office (Street and Number):
                      101 North Pointe Boulevard

City, state and zip code: Lancaster, PA  17601

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                                     PART II
                             RULE 12b-25 (b) AND (c)

     If the subject  report could not be filed  without  unreasonable  effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check box if appropriate)

[ ]  (a) The reasons  described in reasonable  detail in Part III of this form
     could not be eliminated without unreasonable effort or expense:

[X]  (b) The subject annual report,  semi-annual  report,  transition  report on



     Form 10-K,  Form 20-F,  Form 11-K,  Form N-SAR,  or Form N-CSR,  or portion
     thereof,  will be filed on or before the  fifteenth  calendar day following
     the  prescribed  due date;  or the subject  quarterly  report or transition
     report on Form  10-Q,  or  portion  thereof  will be filed on or before the
     fifth calendar day following the prescribed due date; and

[ ]  (c) The accountant's  statement or other exhibit required by Rule 12b-25(c)
     has been attached if applicable.

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                                    PART III
                                    NARRATIVE

     State below in reasonable  detail why Forms 10-K, 20-F, 11-K, 10-Q,  N-SAR,
N-CSR, or the transition  report or portion  thereof,  could not be filed within
the prescribed time period.

     The financial statements and related material are not presently completed.
This is the first year registrant is required to comply with Section 404 of the
Sarbanes-Oxley Act with regard to certain internal control procedures.

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                                     PART IV
                                OTHER INFORMATION

     (1)  Name and  telephone  number  of person  to  contact  in regard to this
          notification:

                 Myron Levy             717             735-8117
              ---------------           ---             --------
                 (Name)             (Area Code)    (Telephone Number)

     (2)  Have all other periodic  reports required under Section 13 or 15(d) of
          the  Securities  Exchange Act of 1934 or Section 30 of the  Investment
          Company Act of 1940 during the preceding 12 months or for such shorter
          period that the  registrant  was required to file such  report(s) been
          filed? If the answer is no, identify report(s).

                                                  [X] Yes   [   ] No

     (3)  Is it anticipated that any significant change in results of operations
          from  the  corresponding  period  for the  last  fiscal  year  will be
          reflected  by the  earnings  statements  to be included in the subject
          report or portion thereof?

                                                  [   ] Yes   [   ] No
                         Presently unknown.
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     If so: attach an explanation of the anticipated  change,  both  narratively
and  quantitatively,  and, if  appropriate,  state the reasons why a  reasonable
estimate of the results cannot be made.

                            Herley Industries, Inc.

                  (Name of Registrant as Specified in Charter)

Has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.

Date: October 12, 2005               By:  /s/ Myron Levy
      ------------------             ----------------------------------------
                                       Myron Levy, Chief Executive Officer

      Instruction. The form may be signed by an executive officer of the
 registrant or by any other duly authorized representative. The name and title
 of the person signing the form shall be typed or printed beneath the signature.
 If the statement is signed on behalf of the registrant by an authorized



 representative (other than an executive officer), evidence of the
 representative's authority to sign on behalf of the registrant shall be filed
 with the form.


                                    ATTENTION

     International   misstatements  or  omissions  of  fact  constitute  Federal
criminal violations (see 18 U.S.C. 1001).

                              GENERAL INSTRUCTIONS

     1.  This  form  is  required  by  Rule  12b-25  of the  General  Rules  and
Regulations under the Securities Exchange Act of 1934.

     2.  One  signed  original  and  four  conformed  copies  of this  form  and
amendments  thereto must be completed and filed with the Securities and Exchange
Commission,  Washington,  DC 20549,  in accordance  with Rule 0-3 of the General
Rules and Regulations under the Act. The information  contained in or filed with
the form will be made a matter of the public record in the Commission files.

     3. A manually signed copy of the form and amendments thereto shall be filed
with each national  securities  exchange on which any class of securities of the
registrant is registered.

     4.  Amendments to the  notifications  must also be filed on Form 12b-25 but
need not restate information that has been correctly  furnished.  The form shall
be clearly identified as an amended notification.

     5.  Electronic  Filers.  This form shall not be used by  electronic  filers
unable to timely file a report  solely due to  electronic  difficulties.  Filers
unable to submit a report within the time period  prescribed due to difficulties
in  electronic  filing  should  comply  with  either  Rule  201 or  Rule  202 of
Regulation  S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.