HERLEY INDUSTRIES, INC.
                           101 NORTH POINTE BOULEVARD
                            LANCASTER, PA 17601-4133
                                 (717) 735-8117



February 8, 2008


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

Attn:  Linda Cvrkel, Branch Chief
       Mail Stop 3561

                  RE:      Herley Industries, Inc.
                           Form 10-K for the year ended July 29, 2007
                           Filed October 12, 2007
                           File No. 000-05411

Ladies and Gentlemen:

     This  letter is filed in response to the  comments  of the  Securities  and
Exchange Commission (the "Commission") set forth in its letter dated February 4,
2008 with respect to the above-referenced  documents filed by Herley Industries,
Inc. (the "Company").  The Company will comply with the suggested changes to its
disclosures,  as noted in the  Commission's  letter,  in future filings with the
Commission.  Please note that, for the Staff's convenience,  we have recited the
Staff's comment and provided the Company's response immediately thereafter.

Form 10-K for the fiscal year ended July 29, 2007
-------------------------------------------------

     SEC Comment:

     We have reviewed your response to our prior comment  number 11 in which you
     explain the nature of the  reconciling  item  described as  "adjustment  of
     prior year  accrual"  in your 2007  reconciliation  of your  statutory  and
     effective tax rates.  As your response  indicates that this item represents
     an error in failing to record a deferred tax asset  arising in 2006 in your
     2006  balance  sheet,  which was  subsequently  corrected in 2007 and which
     represents 8.3% of your 2007 pre-tax earnings, please confirm that you will
     revise the notes to your financial  statements in future filings to include
     additional  disclosure explaining the nature of this reconciling item. Your
     revised  disclosures  should be presented  in a level of detail  consistent
     with your response to our prior comment number 11.


     Herley Response:

     Please  be  advised  supplementally  that we will  revise  the notes to our
     financial  statements in future  filings to include  additional  disclosure
     explaining the nature of this  reconciling  item.  Our revised  disclosures
     will be presented in a level of detail  consistent with our response to the
     Commission's prior comment number 11.

Additionally, we acknowledge that:

     o    The  Company is  responsible  for the  adequacy  and  accuracy  of the
          disclosure in the filings;

     o    Staff  comments or changes to disclosure in response to staff comments
          do not foreclose the Commission from taking any action with respect to
          the filings; and

     o    The  Company  may  not  assert  staff  comments  as a  defense  in any
          proceeding initiated by the Commission or any person under the federal
          securities laws of the United States.

Thank  you for your  comments.  We trust  that  this  response  is  sufficiently
detailed  for your  purposes.  However,  if you have any  further  questions  or
comments, please feel free to contact me.

                                   Very truly yours,

                                   /s/    Kevin J. Purcell
                                   -----------------------
                                   Kevin J. Purcell
                                   Chief Financial Officer


Cc:    Jean Yu, Staff Account
       Division of Corporation Finance