8-K

                       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: February 17, 2010
                        (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)

3061 Industry Drive, Lancaster, Pennsylvania                  17603
- --------------------------------------------------------------------------------
Address of principal executive offices)                     (Zip Code)


Registrant's telephone number including area code       (717) 397-2777
                                                        --------------

              ----------------------------------------------------
         (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.
          ----------------------------------------------

     On February 17, 2010,  Herley  Industries,  Inc., (the "Company")  informed
Marcum LLP (formerly Marcum & Kliegman LLP, and together hereinafter referred to
as "Marcum") that it has been dismissed as the Company's independent  registered
public  accounting firm effective  immediately after the filing of the Company's
quarterly  report  on Form 10-Q for the  quarter  ended  January  31,  2010.  On
February 22, 2010,  Grant  Thornton  LLP ("Grant  Thornton")  was engaged as the
Company's  independent  registered public accounting firm, effective immediately
after the effective date of Marcum's  dismissal.  The dismissal of Marcum as the
Company's  independent  registered  public accounting firm and the engagement of
Grant Thornton as the new  independent  registered  public  accounting firm were
both approved by the Audit Committee of the Company's Board of Directors.

     Prior to engaging  Grant  Thornton,  the Company did not consult with Grant
Thornton  regarding  the  application  of  accounting  principles to a specified
transaction,  either  contemplated  or proposed,  or regarding the type of audit
opinion  that might be rendered by Grant  Thornton  on the  Company's  financial
statements, and Grant Thornton did not provide any written report or oral advice
that Grant Thornton  concluded was an important factor considered by the Company
in  reaching  a  decision  as to any  such  accounting,  auditing  or  financial
reporting issue.

     For the  fiscal  years  ended  August 3,  2008 and  August 2, 2009 and from
August 3, 2009  through  February  17, 2010,  there were no  disagreements  with
Marcum on any matter of accounting principles or practices,  financial statement
disclosure or auditing scope or procedures, which disagreements, if not resolved
to the  satisfaction  of Marcum,  would have caused it to make reference to such
disagreement in its reports.  In addition,  there were no "reportable events" as
such term is described in Item 304(a)(1)(iv) of Regulation S-K.

     The reports of Marcum on the Company's financial  statements for the fiscal
years ended August 2, 2009 and August 3, 2008 contained no adverse  opinion or a
disclaimer  of opinion and were not  qualified  or  modified as to  uncertainty,
audit scope or accounting principles.

     The Company has provided  Marcum with a copy of this Report on Form 8-K and
has  requested  that Marcum  furnish the Company with a letter  addressed to the
Securities  and  Exchange  Commission  stating  whether it agrees with the above
statements and, if it does not agree, the respects in which it does not agree. A
copy of the letter has been filed as Exhibit 16.1 to this Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits
           ---------------------------------

         (d)        Exhibits.

     Exhibit No.    Description
     -----------    -----------

     16.1 Letter from Marcum LLP regarding change in certifying accountant.

                                       2

                                   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/ Anello C. Garefino
                                         ----------------------
                                         Anello C. Garefino
                                         Chief Financial Officer
Dated:  February 23, 2010

EX-16.1

February 22, 2010




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

Commissioners:

We have read the statements made by Herley  Industries,  Inc. under Item 4.01 of
its Form 8-K dated  February 17, 2010. We agree with the  statements  concerning
our Firm in such Form 8-K; we are not in a position  to agree or  disagree  with
other statements of Herley Industries, Inc. contained therein.

Very truly yours,

/s/ Marcum LLP


Marcum LLP

/gg