UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

(Check One):  [X]   Form 10-K  [ ]   Form 20-F  [ ]   Form 11-K  [ ]   Form 10-Q
[ ]   Form N-SAR  [ ]   Form N-CSR

     For Period Ended: August 3, 2008
                       --------------

[ ] Transition Report on Form 10-K        [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20F         [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K

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     Nothing in this form shall be  construed to imply that the  Commission  has
verified any information contained herein.

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     If the  notification  relates  to a portion of the  filing  checked  above,
identify the item(s) to which the notification relates:

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                                     PART I
                             REGISTRANT INFORMATION

Full name of registrant:  Herley Industries, Inc.
                          -----------------------
Former name if applicable:

Address of principal executive office (Street and Number):

                          101 North Pointe Boulevard
                          --------------------------

City, state and zip code: Lancaster, PA 17601
                          --------------------------

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                                     PART II
                             RULE 12b-25 (b) AND (c)

     If the subject  report could not be filed  without  unreasonable  effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check box if appropriate)

     [ ]  (a)  The reasons  described in  reasonable  detail in Part III of this
               form  could  not be  eliminated  without  unreasonable  effort or
               expense:

     [X]  (b)  The subject annual report,  semi-annual report, transition report

               on Form 10-K, Form 20-F, Form 11-K, Form N-SAR, or Form N-CSR, or
               portion  thereof,  will  be  filed  on or  before  the  fifteenth
               calendar day  following the  prescribed  due date; or the subject
               quarterly  report or  transition  report on Form 10-Q, or portion
               thereof  will be  filed  on or  before  the  fifth  calendar  day
               following the prescribed due date; and

     [ ] (c)   The  accountant's  statement  or other  exhibit  required by Rule
               12b-25(c) has been attached if applicable.

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                                    PART III
                                    NARRATIVE

     State below in reasonable  detail why Forms 10-K, 20-F, 11-K, 10-Q,  N-SAR,
N-CSR, or the transition  report or portion  thereof,  could not be filed within
the prescribed time period.

     The financial statements and related material are not presently available.
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                                     PART IV
                                OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification:

         Kevin J. Purcell              717                     735-8117
         ----------------    ---------------------   ------------------------
             (Name)                (Area Code)            (Telephone Number)

(2)  Have all other periodic  reports  required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter  period that the
     registrant was required to file such report(s) been filed? If the answer is
     no, identify report(s).

                                                    [X] Yes   [ ] No

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding  period for the last fiscal year will be reflected by the
     earnings  statements  to be  included  in the  subject  report  or  portion
     thereof?

                                                    [ ] Yes   [ ] No

                                Presently unknown
                                -----------------

     If so: attach an explanation of the anticipated  change,  both  narratively
and  quantitatively,  and, if  appropriate,  state the reasons why a  reasonable
estimate of the results cannot be made.

                             Herley Industries, Inc.
                             -----------------------
                  (Name of Registrant as Specified in Charter)

Has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.


Date:   October 17, 2008        By:    /s/ Kevin J. Purcell
        ----------------               --------------------
                                       Kevin J. Purcell, Chief Financial Officer

     Instruction.  The  form  may  be  signed  by an  executive  officer  of the
registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature.  If
the  statement  is  signed  on  behalf  of  the   registrant  by  an  authorized
representative   (other   than   an   executive   officer),   evidence   of  the
representative's  authority to sign on behalf of the  registrant  shall be filed
with the form.


                                    ATTENTION

     Intentional  misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).

                              GENERAL INSTRUCTIONS

     1.  This  form  is  required  by  Rule  12b-25  of the  General  Rules  and
Regulations under the Securities Exchange Act of 1934.

     2.  One  signed  original  and  four  conformed  copies  of this  form  and
amendments  thereto must be completed and filed with the Securities and Exchange
Commission,  Washington,  DC 20549,  in accordance  with Rule 0-3 of the General
Rules and Regulations under the Act. The information  contained in or filed with
the form will be made a matter of the public record in the Commission files.

     3. A manually signed copy of the form and amendments thereto shall be filed
with each national  securities  exchange on which any class of securities of the
registrant is registered.

     4.  Amendments to the  notifications  must also be filed on Form 12b-25 but
need not restate information that has been correctly  furnished.  The form shall
be clearly identified as an amended notification.

     5.  Electronic  Filers.  This form shall not be used by  electronic  filers
unable to timely file a report  solely due to  electronic  difficulties.  Filers
unable to submit a report within the time period  prescribed due to difficulties
in  electronic  filing  should  comply  with  either  Rule  201 or  Rule  202 of
Regulation  S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.