SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES AND EXCHANGE COMMISSION
                    For the fiscal year ended August 1, 1999

                           Commission File No. 0-5411

                             Herley Industries, Inc.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                            23-2413500
    ------------------------------                           -----------------
   (State or other jurisdiction of                          (I.R.S. Employer
    incorporation or organization)                          Identification No.)

   10 Industry Drive, Lancaster, Pennsylvania                          17603
   ------------------------------------------                        --------
   (Address of Principal Executive Offices)                         (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

                                                      Name of Exchange on
     Title of Class                                    which registered
     --------------                                   -------------------
         None                                                None

Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $ .10 par value
                          -----------------------------
                                (Title of Class)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.         [X] Yes  [ ] No

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

     Based on the closing  sale price of  $12.0625  as of November 1, 1999,  the
aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant was $45,278,379.

     The number of shares  outstanding of  registrant's  common stock,  $.10 par
value was 4,577,728 as of November 1, 1999.

     Documents incorporated by reference: None


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                                    PART III

ITEM TEN - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The directors and executive officers of the Company are as follows:

             Name                 Age    Position(s) with the Company
--------------------------------  ---    --------------------------------------
Lee N. Blatt                       71    Chairman of the Board and
                                          Chief Executive Officer
Myron Levy                         59    President and Director
Anello C. Garefino                 52    Vice President-Finance, Treasurer
                                          and Chief Financial Officer
Allan L. Coon                      63    Senior Vice President
Adam J. Bottenfield                39    Vice President-Engineering
Ray Umbarger                       52    Vice President-Domestic Marketing
George Hopp                        61    Vice President-International Marketing
Mark A. Krumm                      53    Vice President-Business Development
Howard M. Eckstein                 48    Vice President
Mitchell Tuckman                   48    Vice President
Richard Poirier                    34    Vice President
Dr. Chandra Gupta                  45    Vice President
David H. Lieberman                 54    Secretary and Director
Adm.Thomas J. Allshouse  (Ret.)    74    Director, Member of Compensation and
                                          Audit Committees
Alvin M. Silver                    68    Director, Member of Compensation and
                                          Audit Committees
John A. Thonet                     49    Director
Adm. Edward K. Walker, Jr. (Ret.)  66    Director, Member of Compensation and
                                          Audit Committees

     Mr. Lee N. Blatt is a  co-founder  of the Company and has been  Chairman of
the Board of the  Company  since its  organization  in 1965.  Mr.  Blatt holds a
Bachelors  Degree in  Electrical  Engineering  from  Syracuse  University  and a
Masters  Degree in Business  Administration  from City College of New York.  Mr.
Blatt's term as a director expires at the 2000 annual meeting of stockholders.

     Mr. Myron Levy has been President of the Company since June 1993 and served
as Executive Vice  President and Treasurer  since May 1991, and prior thereto as
Vice  President for Business  Operations  and Treasurer  since October 1988. For
more than ten years prior to joining the Company,  Mr. Levy, a certified  public
accountant,   was   employed   in  various   executive   capacities,   including
Vice-President,    by   Griffon   Corporation   (formerly   Instrument   Systems
Corporation).  Mr. Levy's term as a director  expires at the 2001 annual meeting
of stockholders.

     Mr.  Anello  C.  Garefino  has been  employed  by the  Company  in  various
executive  capacities  for more  than the  past  five  years.  Mr.  Garefino,  a
certified public accountant, was appointed Vice President-Finance, Treasurer and
Chief  Financial  Officer in June 1993.  From 1987 to January 1990, Mr. Garefino
was Corporate Controller of Exide Corporation.

     Mr. Allan L. Coon joined the Company in 1992 and was appointed  Senior Vice
President in December 1998, and served as a Vice President  since December 1995.
Prior to joining  the  Company,  Mr. Coon was Senior  Vice  President  and Chief
Financial Officer of Alpha  Industries,  Inc., a publicly traded company engaged
in military and commercial electronic programs.


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     Mr. Adam J.  Bottenfield was appointed Vice President - Engineering in July
1997. Mr.  Bottenfield  has been employed by the Company as Systems  Engineering
Manager of Herley-Vega Systems since the Company's  acquisition of Vega in 1993.
From  1984 to  1993,  Mr.  Bottenfield  was  Manager  of  Digital  and  Software
Engineering of Vega.

     Mr. Ray Umbarger was appointed Vice President - Domestic  Marketing in July
1997,  having been  employed by the Company  since June 1995.  For more than ten
years  prior to that,  Mr.  Umbarger  served  in the  U.S.  Navy  where he was a
Captain.  His  responsibilities  in the Navy  included  the design,  development
production,  deployment  and life cycle support of all Navy,  and in some cases,
all  Department of Defense target  systems.  Mr.  Umbarger  received a Bachelors
Degree in Aeronautical Engineering from the U.S. Naval Academy, a Masters Degree
in Aeronautical  Engineering  from Princeton  University and a Masters Degree in
Business Administration from Monmouth College.

     Mr. George Hopp was appointed Vice President -  International  Marketing in
July 1997.  Mr. Hopp has been  employed by the Company in a sales and  marketing
position  since 1995 and directs the  operations  of the Company's GSS division.
For more than ten years prior to joining the  Company,  Mr. Hopp was Director of
International Programs for Northrop Grumman, Military Aircraft Division.

     Mr. Mark A. Krumm was appointed  Vice  President  for Business  Development
upon  joining  the  Company in  November  1997.  For more than 10 years prior to
joining  the  Company,  Mr.  Krumm was program  manager  for various  electronic
defense  systems with Harris  Corporation.  Mr. Krumm has a Bachelors  Degree in
Aerospace  engineering  from St. Louis  University and holds a Masters Degree in
Business Administration from Southern Illinois University.

     Mr.  Howard M. Eckstein was appointed  Vice  President - General  Manager ,
Herley Vega in December 1998 and was Vice President-New Product Development upon
joining the Company in April 1998. Mr.  Eckstein has 25 years  experience in the
design and  development  of  aerospace  telemetry  equipment  and  systems.  Mr.
Eckstein  served from 1992 to 1998 as Vice President - Advanced  Products for L3
Communications,  and as Vice  President  -  Engineering  from 1986 to 1992.  Mr.
Eckstein  earned  his  Bachelors  Degree  in  Electrical  Engineering  from  the
Pennsylvania State University and holds a Masters Degree in Engineering from the
University of Pennsylvania.

     Mr. Mitchell Tuckman became a Vice President of Herley upon the acquisition
of General  Microwave  Corporation  ("GMC") in January  1999. At the time of the
acquisition,  Mr. Tuckman was President - Chief  Executive  Officer of GMC since
March,  1995. He was Executive Vice President and Chief Operating Officer of GMC
from August,  1994 until March,  1995. From June,  1993 until August,  1994, Mr.
Tuckman was Vice  President-Microwave  Engineering of GMC. Prior to that, he was
Chief Microwave Engineer of GMC.

     Mr.  Richard  Poirier  joined  Micro-Dynamics,  Inc.  ("MDI")  in 1987 as a
Microwave  Engineer.  Following the  acquisition  of MDI by Herley in 1992,  Mr.
Poirier was appointed  Sales Manager of  Herley-MDI.  On September 30, 1999, Mr.
Poirier  became Vice  President of Sales and  Marketing  for Herley's  Microwave
Components  Product  Group.  Mr.  Poirier  received  his  Bachelor of Science in
Electrical Engineering from Marquette University.

     Dr. Chandra Gupta joined the  Herley-MDI  division as Manager of Operations
in September  1999, and was also  appointed  Vice President of Herley.  Prior to
joining the  Company,  Dr.  Gupta was the  Integrated  Product  Team Manager for
Marconi  North  America,   CNI  Division.   Dr.  Gupta  received  his  Ph.D  and
undergraduate degrees from the University of Wales, UK.

     Mr. David H.  Lieberman  has been a director of the Company  since 1985 and
Secretary  of the  Company  since  1994.  Mr.  Lieberman  has been a  practicing
attorney  in the  State of New York for more  than the past ten  years  and is a
member of the firm of Blau, Kramer,  Wactlar & Lieberman,  P.C., general counsel
to the Company.  Mr.  Lieberman's  term as a director expires at the 1999 annual
meeting of stockholders.

     Admiral Thomas J. Allshouse (Ret.) has been a director of the Company since
September  1983.  Prior to 1981,  when he retired  from the United  States Navy,
Admiral  Allshouse  served  for 34 years in  various  naval  officer  positions,
including  acting as  commanding  officer of the United States Naval Ships Parts
Control Center.  Admiral  Allshouse holds a Bachelors Degree in Engineering from
the United States Naval Academy and a Masters Degree in

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Business  Administration from Harvard University.  Admiral Allshouse's term as a
director expires at the 1999 annual meeting of stockholders.

     Mr.  John A.  Thonet  has been a  director  of the  Company  since 1991 and
President of Thonet Associates, an environmental consulting firm specializing in
land  planning  and zoning  matters  for the past ten years.  Mr.  Thonet is the
son-in-law of Mr.  Blatt.  Mr.  Thonet's term as a director  expires at the 2001
annual meeting of stockholders.

     Dr. Alvin M. Silver has been a director of the Company  since October 1997.
Since 1977, Dr. Silver has been Executive Vice President of the Ademco  Division
of Pittway  Corporation.  Dr.  Silver  holds a  Bachelors  Degree in  Industrial
Engineering from Columbia University, a Masters Degree in Industrial Engineering
from Stevens Institute of Technology and a Doctor of Engineering  Science Degree
in Industrial  Engineering/Operations  Research from  Columbia  University.  Dr.
Silver is a  Professor  at the  Frank G. Zarb  School  of  Business  of  Hofstra
University.  Mr. Silver's term as a director  expires at the 2001 annual meeting
of stockholders.

     Admiral  Edward K.  Walker,  Jr.  (Ret.) has been a director of the Company
since October 1997.  Since his  retirement  from the United States Navy in 1988,
Admiral  Walker  has  been the  Director  of  Corporate  Strategy  for  Resource
Consultants,  Inc., a member of Gilbert Associates, Inc. which is a professional
services company supporting the Department of Defense, particularly the Navy, in
a wide range of technical,  engineering and management disciplines. Prior to his
retirement  from the United States Navy,  Admiral  Walker served for 34 years in
various naval officer positions, including Commander of the Naval Supply Systems
Command, and Chief of Supply Corps. Admiral Walker holds a Bachelors Degree from
the United  States Naval Academy and Masters  Degree in Business  Administration
from The  George  Washington  University.  Admiral  Walker's  term as a director
expires at the 2000 annual meeting of stockholders.

ITEM ELEVEN - EXECUTIVE COMPENSATION

     The following table sets forth the annual and long-term  compensation  with
respect to the  Chairman/Chief  Executive  Officer,  and the Company's four most
highly  compensated  executive  officers other than the Chief Executive  Officer
(the "named  executive  officers")  for  services  rendered for the fiscal years
ended August 1, 1999, August 2, 1998, and August 3, 1997.

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<TABLE>
<CAPTION>

                                            Summary Compensation Table

                            Annual Compensation (1)              Long-Term Compensation
                      ----------------------------------      ----------------------------
Name and                                                        Securities
Principal             Fiscal                                    Underlying     All Other
Position               Year       Salary(2)     Bonus(3)      Options/SARs(4) Compensation
------------------     ----      ----------    ---------      --------------- ------------
<S>                    <C>       <C>           <C>               <C>           <C>
Lee N. Blatt           1999      $ 475,908     $ 538,126         500,000 (7)   $ 4,800 (6)
Chairman of            1998        485,549       303,191            -            4,800
the Board              1997        531,629       302,432         599,999 (5)     4,500

Myron Levy             1999      $ 329,166     $ 430,501         500,000 (7)   $ 9,525 (6)
President              1998        333,912       242,553            -            9,300
                       1997        307,764       181,460         400,000 (5)     9,000

Allan L. Coon          1999      $ 137,157    $   35,000          20,000 (7)   $ 6,622 (6)
Vice President         1998        110,011        30,000            -            6,153
                       1997        110,011         -              73,332 (5)     5,751

Anello C. Garefino     1999      $ 105,019    $   15,000          15,000 (7)   $ 4,068 (6)
Vice President         1998        100,760        20,000            -            3,845
Finance-Treasurer      1997        101,914          -             59,999 (5)     3,579

George Hopp            1999      $ 108,011    $    7,500          10,000 (7)   $ 1,494 (6)
Vice President         1998        107,615         7,500            -            1,488
                       1997        107,615          -             18,666 (5)     1,422

--------
<FN>

(1)  Does not  include  Other  Annual  Compensation  because  amounts of certain
     perquisites  and other  non-cash  benefits  provided  by the Company do not
     exceed the lesser of $50,000  or 10% of the total  annual  base  salary and
     bonus disclosed in this table for the respective officer.

(2)  Amounts  set  forth  herein  include  cost  of  living   adjustments  under
     employment contracts.

(3)  Represents  for  Messrs.  Blatt  and  Levy  incentive   compensation  under
     employment agreements.

(4)  Adjusted to give effect to a  four-for-three  stock split on September  30,
     1997.

(5)  Consisting of the following options issued in October 1996 for the right to
     purchase Common Stock of the Company at a price of $6.9375:  Lee N. Blatt -
     133,333; Myron Levy - 100,000, Allan L. Coon - 26,666, Anello C. Garefino -
     13,333; options granted in February 1997 at a price of $8.3438 and repriced
     to $6.0938  in April  1997:  Lee N. Blatt - 133,333,  Myron Levy - 100,000,
     Allan L. Coon - 20,000,  Anello C.  Garefino - 20,000,  and  George  Hopp -
     5,333; and options granted in May 1997 at a price of $6.4688:  Lee N. Blatt
     - 333,333, Myron Levy - 200,000, Allan L. Coon - 26,666, Anello C. Garefino
     - 26,666, and George Hopp - 13,333.

(6)  All Other Compensation  includes: (a) group term life insurance as follows:
     $4,725 for Mr. Levy, $2,387 for Mr. Coon, $902 for Mr. Garefino, and $1,494
     for Mr.  Hopp,  and (b)  contributions  to the  Company's  401(k) Plan as a
     pre-tax salary  deferral as follows:  $4,800 for each of Messrs.  Blatt and
     Levy, $4,235 for Mr. Coon, and $3,166 for Mr. Garefino.

(7)  Consisting of the following  options issued in August 1998 for the right to
     purchase  Common  Stock of the Company at a price of $9.25:  Lee N. Blatt -
     250,000, Myron Levy - 250,000;  options granted in December 1998 at a price
     of $11.44:  Allan L. Coon - 10,000,  Anello C. Garefino - 7,500, and George
     Hopp - 5,000; and at a price of $13.15 (at 115% of the market price on date
     of issue):  Allan L. Coon - 10,000,  Anello C. Garefino - 7,500, and George
     Hopp - 5,000; and options granted in June 1999 at a price of $12.13: Lee N.
     Blatt - 125,000,  and Myron  Levy -  125,000,  and at a price of $13.94 (at
     115% of the  market  price on date of issue):  Lee N. Blatt - 125,000,  and
     Myron Levy - 125,000.
</FN>
</TABLE>


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Option/SAR Grants in Last Fiscal Year

<TABLE>
<CAPTION>


                                            Individual Grants
                         ----------------------------------------------------      Potential Realized Value at
                          Number of                                                  Assumed Annual Rates of
                         Securities     % of Total                                  Stock Price Appreciation
                         Underlying   Options Issued    Exercise                        Option Term (3)
                           Options    to Employees in     Price    Expiration   --------------------------------
Name                     Granted(1)   Fiscal Year(2)     ($/Sh)       Date         0%         5%          10%
----------------------   ----------   ---------------   --------   ----------   ------   ----------  -----------
<S>                       <C>              <C>          <C>          <C>        <C>      <C>         <C>
Lee N. Blatt              125,000          10           $13.94       6/17/09    $ 0.00   $  725,831  $ 2,188,178
                          125,000          10            12.13       6/17/09      0.00      953,168    2,415,516
                          250,000          21             9.25       8/14/08      0.00    1,454,319    3,685,529

Myron Levy                125,000          10           $13.94       6/17/09    $ 0.00   $  725,831  $ 2,188,178
                          125,000          10            12.13       6/17/09      0.00      953,168    2,415,516
                          250,000          21             9.25       8/14/08      0.00    1,454,319    3,685,529

Allan L. Coon              10,000           1           $13.15      12/10/08    $ 0.00      $54,776     $165,135
                           10,000           1            11.44      12/10/08      0.00       71,933      182,292

Anello C. Garefino          7,500           1           $13.15      12/10/08    $ 0.00      $41,082     $123,851
                            7,500           1            11.44      12/10/08      0.00       53,950      136,719

George Hopp                 5,000           -           $13.15      12/10/08    $ 0.00      $27,388      $82,568
                            5,000           -            11.44      12/10/08      0.00       35,966       91,146
--------
<FN>

(1)  Options were issued in fiscal 1999 at 100% and at 115% of the closing price
     of the Company's Common Stock on dates of issue and vest as follows: Lee N.
     Blatt and Myron  Levy - 250,000  options  each which vest at date of grant,
     and  250,000  options  each -  one-third  of which  vest at date of  grant,
     one-third  vest one year from date of grant and the balance  vest two years
     from date of grant;  Allan L. Coon,  Anello C.  Garefino,  and George  Hopp
     one-fifth  of the  options  vest one year from date of grant and  one-fifth
     each year thereafter.

(2)  Total  options  issued to employees  and  directors in fiscal 1999 were for
     1,250,500 shares of Common Stock.

(3)  The amounts  under the columns  labeled  "5%" and "10%" are included by the
     Company pursuant to certain rules promulgated by the Commission and are not
     intended  to  forecast  future  appreciation,  if any,  in the price of the
     Common  Stock.  Such  amounts  are based on the  assumption  that the named
     persons hold the options for the full term of the options. The actual value
     of the options will vary in accordance  with the market price of the Common
     Stock.  The column headed "0%" is included to demonstrate  that the options
     were  issued with an exercise  price  greater  than or equal to the trading
     price of the  Common  Stock so that the  holders  of the  options  will not
     recognize any gain without an increase in the stock price,  which  increase
     benefits all stockholders commensurately.
</FN>
</TABLE>


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Aggregate  Option/SAR  Exercises  in  Last  Fiscal  Year  and  Fiscal  Year  End
Option/SAR Values

     The following table sets forth stock options  exercised  during fiscal 1999
and all  unexercised  stock  options and  warrants  held by the named  executive
officers as of August 1, 1999.
<TABLE>
<CAPTION>

                                                                                             Value of
                                                      Number of Unexercised          Unexercised In the-Money
                                                      Options and Warrants             Options and Warrants
                       Shares                         at Fiscal Year-End(2)           at Fiscal Year-End (3)
                     Acquired on       Value       ----------------------------    ----------------------------
Name                 Exercise(#)  Realized($)(1)   Exercisable    Unexercisable    Exercisable    Unexercisable
-------------------  -----------  --------------   -----------    -------------    -----------    -------------
<S>                     <C>         <C>               <C>           <C>            <C>             <C>
Lee N. Blatt            261,113     $ 2,066,512       383,333       166,666        $ 1,450,000     $ 770,830
Myron Levy              338,892       2,615,042       316,667       166,666            834,380       770,830
Allan L. Coon             5,000          37,967        57,332        16,000            388,806        25,266
Anello C. Garefino       38,890         354,472        16,333        12,000            127,860        18,950
George Hopp              -               -             14,890        15,999            109,369        71,875

--------
<FN>

(1)  Values are  calculated by  subtracting  the exercise price from the trading
     price of the Common Stock as of the exercise date.

(2)  Adjusted to give effect to a  four-for-three  stock split on September  30,
     1997.

(3)  Based upon the  trading  price of the Common  Stock of $13.875 on August 1,
     1999.
</FN>
</TABLE>

Employment Agreements

     Lee N. Blatt has entered  into an  employment  agreement  with the Company,
dated as of October 1, 1998,  (as modified  January 26, 1999 and June 17, 1999),
which provides for a four year and three month term, terminating on December 31,
2002. Pursuant to the agreement, Mr. Blatt receives compensation consisting of a
base salary of $587,972, with an annual cost of living increase and an incentive
bonus. Mr. Blatt's  incentive bonus is 5% of the pretax income of the Company in
excess of $2,000,000.

     Myron Levy has entered into an employment agreement with the Company, dated
as of October 1, 1998, (as modified  January 26, 1999 and June 17, 1999),  which
provides for a four year and three month term, terminating on December 31, 2002,
and a five year consulting period commencing at the end of the active employment
period. Pursuant to the agreement,  Mr. Levy receives compensation consisting of
a base  salary of  $433,876,  with an  annual  cost of  living  increase  and an
incentive  bonus.  Mr. Levy's  incentive bonus is 4% of the pretax income of the
Company in excess of $2,000,000.  Mr. Levy's  compensation during the consulting
period is at the annual rate of $100,000.

     The employment  agreements with Messrs.  Blatt and Levy provide for certain
payments following death or disability.  The employment agreements also provide,
in the event of a change in control of the  Company,  as  defined  therein,  the
right,  at their  election,  to terminate  the  agreement and receive a lump sum
payment of approximately three times their annual salary.

     Allan L. Coon has entered  into a  severance  agreement  with the  Company,
dated June 11, 1997,  which  provides  that in the event Mr. Coon is  terminated
other than for cause prior to June 12,  1999,  he is entitled to two years' base
salary and in the event he is so terminated  after June 11, 1999 and before June
12, 2002, he is entitled to one year's base salary. Mr. Coon's base salary as of
November 1, 1999 is $175,000.

     Anello C. Garefino has entered into a severance agreement with the Company,
dated  February  18,  1998,  which  provides  that in the event Mr.  Garefino is
terminated  other than for cause prior to February 19,  2000,  he is entitled to
two years' base salary and in the event he is so terminated  after  February 18,
2000 and before February 19, 2003, he is entitled to one year's base salary. Mr.
Garefino's base salary as of November 1, 1999 is $105,000.


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Indemnification Agreements

     Herley  has  entered  into  separate  indemnification  agreements  with the
officers and directors of Herley.  Herley has agreed to provide  indemnification
with regard to certain legal  proceedings so long as the indemnified  officer or
director has acted in good faith and in a manner he or she  reasonably  believed
to be in, or not opposed to, the best  interests  of Herley and with  respect to
any criminal  proceeding,  had no reasonable cause to believe his or her conduct
was unlawful.  Herley only  provided  indemnification  for expenses,  judgments,
fines and amounts paid in settlement  actually  incurred by the relevant officer
or director, or on his or her behalf, arising out of proceedings brought against
such officer or director by reason of his or her corporate status.


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ITEM TWELVE - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth the indicated  information as of November 1,
1999 with respect to the  beneficial  ownership of the Company's  securities by:
(i) all persons known to the Company to be beneficial  owners of more than 5% of
the outstanding  shares of Common Stock,  (ii) each director and named executive
officer of the Company,  and (iii) by all executive  officers and directors as a
group:

<TABLE>
<CAPTION>

                                                       Shares of Common
                                                      Stock Beneficially
                                                         Owned (1)(5)
                                                      -------------------
Name                                                  Shares      Percent
------------------------------------------------      -------     -------
<S>                                                   <C>          <C>
Lee N. Blatt (2)(4)(5)..........................      604,263      12.0%
Myron Levy (4)(5)...............................      628,941      12.6%
Anello C. Garefino (4)..........................       44,031       1.0%
Allan L. Coon (4)...............................       51,332       1.1%
George Hopp (4).................................       21,334
Adam J. Bottenfield (4).........................       25,834
Ray Umbarger (4)................................       20,287
Mark A. Krumm (4)...............................        5,000
Howard M. Eckstein (4)..........................        7,500
Mitchell Tuckman (4)............................        4,000
Richard Poirier (4).............................        5,150
Adm. Thomas J. Allshouse (4)(5).................       34,666
David H. Lieberman (4)(5).......................       13,933
John A. Thonet (3)(4)(5)........................       39,693
Alvin M. Silver (4).............................       24,000
Adm. Edward K. Walker, Jr. (Ret.) (4)...........       16,000
Kennedy Capital Management, Inc. (6)............      648,712      14.2%
Fidelity Management & Research, Inc. (7)........      450,566       9.8%
Emerald Asset Management, Inc. (8)..............      321,170       7.0%
Directors and executive
  officers  as a group
  (16 persons)..................................    1,545,964      27.2%
---------
<FN>

(1)  No  executive  officer  or  director  owns  more  than one  percent  of the
     outstanding  shares of Common Stock unless otherwise  indicated.  Ownership
     represents sole voting and investment power.

(2)  Does not include an  aggregate of 285,102  shares owned by family  members,
     including Hannah Thonet, Rebecca Thonet, Kathi Thonet, Randi Rossignol, Max
     Rossignol, Henry Rossignol,  Patrick Rossignol and Allyson Gerber, of which
     Mr. Blatt disclaims beneficial ownership.

(3)  Does not include 109,332 shares, owned by Mr. Thonet's children, Hannah and
     Rebecca  Thonet,  and 24,278 shares owned by his wife,  Kathi  Thonet.  Mr.
     Thonet disclaims beneficial ownership of these shares.

(4)  Includes  shares  subject to options  exercisable  within the 60 days after
     November 1, 1999 at prices ranging from $2.535 to $16.46 per share pursuant
     to the Company's Stock Plans: Lee N. Blatt - 333,333, Myron Levy - 333,333,
     Anello C. Garefino - 6,000,  Allan L. Coon - 51,332,  George Hopp - 16,890,
     Adam J. Bottenfield - 23,999, Ray Umbarger - 19,334, Mark A. Krumm - 5,000,
     Howard Eckstein - 7,500, Mitchell Tuckman - 4,000, Richard Poirier - 4,933,
     Adm.  Thomas J. Allshouse - 23,333,  David H.  Lieberman - 13,333,  John A.
     Thonet - 23,333, Alvin M. Silver - 15,000, Edward K. Walker - 15,000.

(5)  Includes shares subject to outstanding  warrants exercisable within 60 days
     after November 1, 1999 at a price of $4.6406: Lee N. Blatt - 133,333, Myron
     Levy - 66,667, Anello C. Garefino - 13,333.

(6)  Address is 10829 Olive Boulevard, St. Louis, Missouri 63141.

(7)  Address is 82 Devonshire  Street , Boston,  Massachusetts  02109.

(8)  Address is 1857 William Penn Way, Suite 203, Lancaster, Pennsylvania 17605.
</FN>
</TABLE>

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<PAGE>



Stock Plans

     Certain  officers and  directors of the Company hold options or warrants to
purchase Common Stock under the Company's 1992 Non-Qualified  Stock Option Plan,
1996 Stock  Option  Plan,  1997 Stock  Option  Plan,  and 1998 Stock Option Plan
(collectively, the "Stock Plans"), and under certain warrant agreements.

     1992 Non-Qualified  Stock Option Plan. The 1992 Non-Qualified  Stock Option
Plan covers 1,333,333  shares of Common Stock.  Under the terms of the plan, the
purchase  price of the shares,  subject to each option  granted,  is 100% of the
fair market value at the date of grant.  The date of exercise is  determined  at
the time of grant by the  Compensation  Committee or the Board of Directors.  If
not  specified,  50% of the shares can be exercised each year beginning one year
after the date of grant. The options expire ten years from the date of grant. In
December  1995,  this  plan  was  terminated  except  for  outstanding   options
thereunder.  At August 1, 1999,  non-qualified options to purchase 12,668 shares
of Common Stock were outstanding under this plan.

     1996 Stock Option Plan. The 1996 Stock Option Plan covers 666,666 shares of
Common  Stock.  Options  granted  under the plan may be incentive  stock options
qualified under Section 422 of the Internal Revenue Code of 1986, as amended, or
non-qualified stock options.  Under the terms of the plan, the exercise price of
options  granted  under  the plan will be the fair  market  value at the date of
grant.  The nature and terms of the options to be granted are  determined at the
time of grant by the  Compensation  Committee or the Board of Directors.  If not
specified, 100% of the shares can be exercised one year after the date of grant.
The  options  expire  ten  years  from the date of grant.  At  August  1,  1999,
non-qualified options to purchase 79,663 shares of Common Stock were outstanding
under this plan.

     1997 Stock Option Plan. The 1997 Stock Option Plan covers  1,666,666 shares
of Common Stock.  Options  granted under the plan may be incentive stock options
qualified under Section 422 of the Internal Revenue Code of 1986, as amended, or
non-qualified stock options.  Under the terms of the plan, the exercise price of
options  granted  under  the plan will be the fair  market  value at the date of
grant.  The nature and terms of the options to be granted are  determined at the
time of grant by the  Compensation  Committee or the Board of Directors.  If not
specified, 100% of the shares can be exercised one year after the date of grant.
The options expire ten years from the date of grant.  Options for 875,500 shares
of Common  Stock were granted  during the fiscal year ended  August 1, 1999.  At
August 1,  1999,  options  to  purchase  927,282  shares of  Common  Stock  were
outstanding under this plan.

     1998 Stock Option Plan. The 1998 Stock Option Plan covers  1,500,000 shares
of Common Stock.  Options  granted under the plan may be incentive stock options
qualified under Section 422 of the Internal Revenue Code of 1986, as amended, or
non-qualified stock options.  Under the terms of the plan, the exercise price of
options  granted  under  the plan will be the fair  market  value at the date of
grant.  The nature and terms of the options to be granted are  determined at the
time of grant by the  Compensation  Committee or the Board of Directors.  If not
specified, 100% of the shares can be exercised one year after the date of grant.
The options expire ten years from the date of grant.  Options for 375,000 shares
of Common  Stock were granted  during the fiscal year ended  August 1, 1999.  At
August 1,  1999,  options  to  purchase  375,000  shares of  Common  Stock  were
outstanding under this plan.

     On August 14, 1998, the Company issued 10 year options to purchase  250,000
shares of Common  Stock at a price of $9.25 per share,  the fair market value at
the date of grant,  under  these  plans to each of Lee N. Blatt and Myron  Levy,
which  options  vest one  third on each of the  grant  date and on the first and
second anniversary dates of the grant date. On June 17, 1999, the Company issued
10 year options under these plans,  which options vest  immediately,  to each of
Lee N.  Blatt and Myron Levy to  purchase  125,000  shares of Common  Stock at a
price of $12.13  per  share,  the fair  market  value at the date of grant;  and
options  to  purchase  125,000  shares of Common  Stock at a price of $13.94 per
share, which was 115% of the fair market value at the date of grant.

     Warrant  Agreements.  In April 1993,  common stock  warrants were issued to
certain officers and directors for the right to acquire 573,333 shares of Common
Stock at an exercise price of $5.3475 per share,  which was the closing price of
the Common Stock on the date of issue.  In December 1995,  warrants with respect
to 533,333 of these shares were canceled, and the remaining 40,000 warrants were
exercised  in March 1998.  In  December  1995,  warrants  were issued to certain
officers for the right to acquire  293,333 shares of Common Stock at an exercise
price of $4.6425 per share at date of issue.  These warrants expire December 13,
2005. During fiscal 1998, warrants to purchase 66,667 shares of Common Stock

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<PAGE>


were  exercised at a price of $4.6425.  At August 1, 1999,  warrants to purchase
213,333 shares of Common Stock at $4.6425 per share were outstanding.

Employee Savings Plan

     The Company  maintains an Employee  Savings Plan that qualifies as a thrift
plan  under  Section  401(k) of the  Internal  Revenue  Code.  This plan  allows
employees to contribute  between 2% and 15% of their  salaries to the plan.  The
Company,  at  its  discretion,  can  contribute  100%  of  the  first  2% of the
employees'  salary so contributed  and 25% of the next 4% of salary.  Additional
Company  contributions can be made,  depending on profits. The aggregate benefit
payable to an employee  depends upon the employee's  rate of  contribution,  the
earnings  of the  fund,  and the  length of time such  employee  continues  as a
participant.  The Company recognized expenses of approximately  $266,000 for the
52 weeks ended August 1, 1999, and  approximately  $197,000 and $181,000 for the
52  weeks  ended  August  2,  1998  and  the 53  weeks  ended  August  3,  1997,
respectively.  For the year ended August 1, 1999,  $4,800,  $4,800,  $4,235, and
$3,166 was contributed by the Company to this plan for Messrs. Blatt, Levy, Coon
and Garefino,  respectively,  and $32,146 was  contributed  for all officers and
directors as a group.

ITEM THIRTEEN - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On September 23, 1999,  the Company closed on the sale of GMC's property in
Amityville,   New  York  and  relocated  the  plant  to  a  leased  facility  in
Farmingdale, New York. The Company entered into a 10 year lease agreement with a
partnership owned by the children of certain officers of the Company.  The lease
provides for initial  minimum annual rent of $312,390,  subject to escalation of
approximately 4% annually throughout the 10 year term. The Company believes that
these rents are at the fair market value.  The outside  directors of the Company
unanimously approved this transaction.


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<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange  Act of 1934,  the  Company has duly caused this report to be signed on
its  behalf  by the  undersigned,  thereunto  duly  authorized  on the 16 day of
November, 1999
                                               Herley Industries, Inc.

                                               By: /s/ Lee N. Blatt
                                                  --------------------------
                                                    Lee N. Blatt
                                                    Chairman of the Board
                                                    (Chief Executive Officer)


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this report has been signed below on November 16, 1999 by the following  persons
in the capacities indicated:

         Signature                             Title
----------------------------------         ------------------------

/s/ Lee N. Blatt                           Chairman of the Board
-------------------------                  (Chief Executive Officer)
Lee N. Blatt

/s/ Myron Levy                             President and Director
-------------------------
Myron Levy

/s/ Anello C. Garefino                     Vice President - Finance, Treasurer
-------------------------                  (Chief Financial Officer and
Anello C. Garefino                          Principal Accounting Officer)

/s/ Thomas J. Allshouse                    Director
-------------------------
Thomas J. Allshouse

/s/ David H. Lieberman                     Secretary and Director
-------------------------
David H. Lieberman

/s/ John Thonet                            Director
-------------------------
John Thonet

/s/Alvin M. Silver                         Director
-------------------------
Alvin M. Silver

/s/ Edward K. Walker, Jr.                  Director
-------------------------
Edward K. Walker, Jr.


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