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: July 27, 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 (17 CFR 240.14d-2(b)

[  ]  Pre-commencement communications pursuant to Rule 13e-4c under the
Exchange Act (17 CFR 240.13e-4c)



Item 4.01       Changes in Registrant's Certifying Accountant.

     (a) On July 27, 2006, the Company  received written  notification  from its
independent  auditors,  BDO  Seidman,  LLP ("BDO") that they had resigned as the
Company's  auditors.  At a meeting held on July 27, 2006,  the  Company's  Audit
Committee  accepted the resignation of BDO and approved the engagement of Marcum
& Kliegman LLP as its independent auditors for the third quarter ended April 30,
2006 and fiscal year ending July 30, 2006.  Marcum & Kliegman LLP accepted  this
engagement on July 27, 2006.

     The  reports  of BDO on the  Company's  financial  statements  for the past
fiscal year, the only year BDO audited,  did not contain an adverse opinion or a
disclaimer  of opinion and were not  qualified  or  modified as to  uncertainty,
audit scope, or accounting principles.

     In connection with the audits of the Company's financial statements for the
fiscal year ended July 31, 2005, and in the subsequent  interim  periods,  there
were no  disagreements  with BDO on any  matters  of  accounting  principles  or
practices,  financial  statement  disclosure,  or auditing  scope and procedures
which, if not resolved to the satisfaction of BDO, would have caused BDO to make
reference to the matter in their report.

     However,  prior to the issuance of its review of the Company's 10-Q for the
third quarter ended April 30, 2006,  ("10-Q"),  BDO informed the Company that it
could not complete its review of the 10-Q,  as required in order for the 10-Q to
be deemed  "timely  filed"  under  applicable  rules,  because of the  Company's
indictment several days earlier. As a consequence, the Company's 10-Q filed with
the Securities and Exchange  Commission did not include the required  review and
officer  certifications;  and on June  20,  2006 the  Company  was  notified  of
NASDAQ's intended  delisting of its securities for not filing the required 10-Q
including  the review and the  officer  certifications.  Since the filing of the
10-Q,   BDO  has  further   notified  the  Company  that  in   discharging   its
responsibilities  under the law,  it is its  position  that it cannot  issue any
report on the quarterly  review unless the Company engages a new independent law
firm to undertake,  separate and apart from any prior investigation,  a thorough
investigation into the alleged illegal activities  referenced in the indictment;
that the Company's attorney-client privilege would be waived with respect to the
subject  matters of the  indictment;  that BDO will require full and  unfettered
access  to the  progress  and  developments  in the  investigation  and any work
product related thereto; that BDO could not state how much time it would take to
conduct this  investigation;  and that it was not possible at the time to inform
the Company as to what specific findings in the investigation  will allow BDO to
continue as the  Company's  auditors or complete its review of the third quarter
ended April 30, 2006.

                                      -2-


     Based on the foregoing,  the Company's  Audit  Committee  retained  counsel
which it authorized to negotiate with BDO as to the scope of its  investigation.
However,  during  the  course  of these  negotiations,  and  without  any  prior
notification  to either the Company or its  counsel,  the Company  received  the
above-referenced  July 27, 2006 letter from BDO stating that "the client-auditor
relationship between Herley Industries, Inc. and BDO Seidman, LLP has ceased."

     (b) The  Company  has not had any  discussions  nor  received  any  written
opinion or oral  advice  from  Marcum & Kliegman  LLP during the two most recent
fiscal  years and any  subsequent  interim  period  with  respect  to either the
application  of  accounting  principles  to  a  specified  transaction,   either
completed or proposed, or as to the type of audit opinion that might be rendered
on the Company's financial statements.


Item 9.01   Financial Statements and Exhibits

        (c)     Exhibits

                16 - Letter from BDO Seidman, LLP (to be filed by amendment).

                                       3



                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


                                       HERLEY INDUSTRIES, INC.


                                       By:   /s/ John Kelley
                                          -----------------------------------
                                             John Kelley
                                             President
Dated:  July 27, 2006