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: February 23, 2006
                        (Date of earliest event reported)


                             HERLEY INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)


    Delaware                          0-5411                     23-2413500
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(State or other                    (Commission                  (IRS Employer
 jurisdiction of                   File Number)                 Identification
 incorporation)                                                    Number)


101 North Point Boulevard, Lancaster, Pennsylvania               17601-4133
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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 (17 CFR 240.14d-2(b)

[ ] 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.


     On February 23, 2006, Dr. Rozalie Schachter, previously Vice President, was
appointed Vice President-Strategic Initiatives; John A. Carroll, previously Vice
President,  was appointed Vice President-Human  Resources and Dr. Andy Feldstein
has been  appointed  Vice  President and Chief  Technology  Officer.  William R.
Wilson,  formerly Chief Operating  Officer,  will continue as an employee of the
Company.

                                   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:  February 28, 2006