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: December 4, 2007
                        (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 5.02 Departure of Directors or Certain  Officers;  Election of  Directors;
          Appointment of Certain Officers; Compensatory Arrangements of  Certain
          Officers.

     On December 4, 2007,  the Board of Directors  accepted the  resignation  of
John M. Kelley for health  reasons.  Mr.  Kelley 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
                                       Chairman and Chief Executive Officer



Dated:   December 6, 2007