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: June 16, 2006
                        (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 3.01 Notice of Delisting or Failure to Satisfy a Continued  Listing Rule or
          Standard; Transfer of Listing.


     As set forth in the  Company's  report on Fo+rm 10-Q for the  period  ended
April 30,  2006,  as filed with the  Securities  and  Exchange  Commission  (the
"10-Q"), the Company's independent  registered public accountants were unable to
review  the 10-Q  prior to  filing  since,  under  generally  accepted  auditing
standards,  they had not completed  review  procedures  in  connection  with the
Company's recent  indictment.  Since these review procedures were not completed,
the required certifications were unable to be provided.

     By letter dated June 16, 2006, the Company  received  written  notification
from  Nasdaq that since the Form 10-Q had not been  reviewed by its  accountants
and  did  not  include  the  required  certifications,  the  Company  was not in
compliance  with  Marketplace  Rule 4310(c) (14).  Accordingly,  the Company was
informed  that its  securities  will be delisted from The Nasdaq Stock Market at
the  opening  of  business  on June 27,  2006  unless it  requests  a hearing in
accordance with the Marketplace  Rule 4800 Series on or before 4:00 p.m. Eastern
Time on June 23, 2006.

     The Company will be  requesting a hearing,  which  automatically  stays the
delisting of the  Company's  securities  pending the hearing and the decision of
the Nasdaq Listing  Qualification  Panel (the "Panel").  The Company  intends to
take such reasonable  measures that are necessary to comply with the Marketplace
Rules in order to maintain its listing.  However, there can be no assurance that
the Panel will grant the Company's request for continued listing.


                                   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
                                          Chairman and Chief Executive Officer

Dated: June 20, 2006