HERLEY INDUSTRIES, INC.
                               3061 Industry Drive
                               Lancaster, PA 17603
                                 (717) 397-2777





March 26, 2010


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 August 2, 2009
                           Filed October 19, 2009
                           File No. 000-05411

Ladies and Gentlemen:

This letter is filed in response to the Staff's comment letter,  dated March 19,
2010 ("Comment Letter"); a follow-up to letter dated January 29, 2010. Thank you
for the additional  comment contained  therein.  The Company takes seriously its
obligation to provide  quality  disclosure to its investors and to adhere to the
SEC regulations and guidelines.

The  following  is our  response,  including  supplemental  information,  to the
comment of the Securities and Exchange  Commission (the  "Commission") set forth
in its recent  letter dated March 19, 2010 with respect to the  above-referenced
document  filed  by  Herley  Industries,  Inc.  (the  "Company").   Supplemental
information  provided  to you in this  letter is based upon  information  and/or
documentation  available  to the  Company.  The  Company  will  comply  with the
suggested changes to its disclosures,  as noted in the Comment 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 to the
comment immediately thereafter.

Form -10-K for the year ended August 2, 2009
- --------------------------------------------

Statements of Cash Flows, page F-7
- ----------------------------------

SEC Comment.
- -----------

1. We note  from your  response  to our  prior  comment 2 that a portion  of the
$8,982 amount  included on the statement of cash flows as "litigation and claims
settlements"  relates to the settlement of litigation with a customer  resulting
in a charge to cost of products sold of $7,711  million.  You also disclose that
this litigation settlement is discussed in your response to our prior comment 3.
However,  we note that the amount  recorded  as a charge to cost of sales due to
the EDO  settlement  discussed  in our prior  comment 3 is $4,299,  rather  than
$7,711.  Please resolve this  discrepancy  for us. If the $7,711  includes other
settlements or transactions than the EDO settlement,  please provide us with the
nature and amount of those other settlements or transactions.

Herley Response.
- ---------------

Please be advised  supplementally  that the charge to "Cost of products sold" of
$7,711  million  discussed in our  response to your prior  comment No. 2 relates
solely  to EDO for the full  fiscal  year  2009.  The  supplemental  information
provided in response to your prior comment No. 3 relates to a charge to "Cost of
products  sold" in the amount of $4,299  million in the fourth quarter of fiscal
2009 only.  Aggregate costs of  approximately  $8,645 million were incurred over
several  quarters as  discussed  in our prior  response  to your  comment No. 3.
Reserves for  estimated  cost  overruns were  established  in prior  quarters of
fiscal 2009 through a charge to "Cost of products sold."


                                  *************

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.

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


                                   Very truly yours,

                                   /s/ Anello C. Garefino
                                   -----------------------------
                                   Anello C. Garefino
                                   Chief Financial Officer



cc:      Claire Erlanger
         Division of Corporation Finance