8-K/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 8-K/A
                                Amendment No. 2


                                 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."


     Further,  by letter dated August 14, 2006, a copy of which is annexed,  BDO
informed  the  Company  that  since  it  had  unilaterally   concluded  that  no
independent  investigation  acceptable  to them was going to be performed due to
apparent   limitations  on  the  scope  of  the  investigation  in  response  to
attorney-client   privilege   concerns,   it  could  no   longer   rely  on  the
representations  of management  provided to date and was withdrawing its opinion
on the Company's financial statements for the fiscal year ended July 31, 2005.

     As a consequence  thereof, on August 16, 2006 the Company's Audit Committee
approved the engagement of Marcum & Kliegman LLP to also act as its  independent
auditors for the fiscal year ended July 31, 2005,  and Marcum & Kliegman LLP has
accepted  this  engagement.


     (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

                                       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:  August 23, 2006


                                       4

EX-16

BDO Seidman, LLP                            1700 Market Street, 29th Floor
Accountants and Consultants                 Philadelphia,Pennsylvania 19103-3962
                                            Telephone: (215) 636-5500
                                            Fax: (215) 636-5501


August 14, 2006


Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549


We have been  furnished with a copy of the response to Item 4.01 of Form 8-K for
the event that  occurred on July  27,2006,  filed by our former  client,  Herley
Industries, Inc. (the Company). We agree with the statements made in response to
that Item  insofar  as they  relate  to our Firm  except  as it  relates  to the
comments in the fifth paragraph of that response.

We never considered the scope of the requested  independent  investigation to be
under negotiation with the Company or any representative. Our decision to resign
as  independent  registered  public  accountants  of the  Company was with prior
notification.  On  several  occasions  prior to our  resignation,  including  in
writing on June 26, 2007,  we provided a clear  indication  of the nature of the
independent  investigation  that would be required,  and the  conditions  of our
access to the  results  of such  investigation,  in order  for us to remain  the
independent  registered public accountant for the Company.  Repeated attempts by
the Company to reduce the scope of such  investigation  concluded with a meeting
on July 24, 2006 between  representatives of BDO Seidman,  LLP and the firm that
had been hired to perform an independent investigation.  Following that meeting,
we concluded that no such independent  investigation  acceptable to us was going
to be performed due to apparent limitations on the scope of the investigation in
response to attorney-client privilege concerns.

As a result of the lack of  responsiveness to our request regarding the scope of
the independent  investigation,  we believe we are no longer able to rely on the
representations  of management  provided to date.  Accordingly we have withdrawn
our opinion on the Company's  financial  statements  for the year ended June 30,
2005. In addition,  pursuant to the procedures  required by Section 10A(b)(2) of
the  Securities  Exchange  Act of  1934,  we  concluded  that  the  scope of the
independent  investigation  of the alleged  illegal acts as  contemplated by the
Company would not be  sufficient to allow BDO to determine  either the impact of
the alleged illegal acts on the financial  statements of the Company or identify
the potential  involvement of other Company personnel involved in the accounting
and  financial   reporting  function  due  to  the   attorney-client   privilege
limitations that were being imposed. Accordingly, in the circumstances,  we were
and are unable to conclude  that the Company was taking  timely and  appropriate
remedial actions with respect to the alleged illegal acts.

Very truly yours,


/s/ BDO Seidman, LLP
BDO Seidman, LLP


cc   Kevin Purcell, Chief Financial Officer, Herley Industries, Inc.
     Adm. Edward K. Walker, Jr. (Ret.), Audit Committee Chairman,
       Herley Industries, Inc.