UNITED STATES
                       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 July 30, 2000

                           Commission File No. 0-5411

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

            Delaware                                             23-2413500
    --------------------------------                         ------------------
   (State or other jurisdiction                               (I.R.S. Employer
    of 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 $21.438 as of  November  1, 2000,  the
aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant was $96,791,284.

     The number of shares  outstanding of  registrant's  common stock,  $.10 par
value was 6,061,503 as of November 1, 2000.

     Documents incorporated by reference: None

<PAGE>



                                                     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                            72  Chairman of the Board and
                                             Chief Executive Officer
Myron Levy                              60  President and Director
Allan L. Coon                           64  Senior Vice President
Howard M. Eckstein                      49  Senior Vice President
Mitchell Tuckman                        50  Senior Vice President
John M. Kelley                          47  Senior Vice President
Anello C. Garefino                      53  Vice President-Finance, Treasurer
                                             and Chief Financial Officer
Rozalie Schachter                       54  Vice President
Benjamin Robinson                       56  Vice President
David H. Lieberman                      55  Secretary and Director
Adm.Thomas J. Allshouse  (Ret.)         75  Director, Member of Compensation
                                             and Audit Committees
Alvin M. Silver                         69  Director, Member of Compensation
                                             and Audit Committees
John A. Thonet                          50  Director
Adm. Edward K. Walker, Jr. (Ret.)       67  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. 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.

     Mr. Howard M. Eckstein was  appointed  Senior Vice  President in July 2000,
and served as Vice  President and General  Manager,  Herley Vega since  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.


                                        2

<PAGE>



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 was appointed  Senior Vice President in July 2000,
and  served  as Vice  President  of  Herley  since 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.  John Kelley was  appointed  Senior Vice  President  in July 2000,  and
served as Vice President/Director of Corporate  Communications since March 2000.
Mr Kelley  joined  Herley in December  1998 as  Director of Investor  Relations.
Prior to joining  Herley,  Mr. Kelley had fifteen  years of banking  experience,
most recently serving as Vice President at First Capital Bank. Mr. Kelley earned
his BS in Finance from the  University of Arizona,  Tucson Arizona with Graduate
Degree Studies at UCLA.

     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.

     Dr.  Rozalie  Schachter  was  appointed  Vice  President  in May 2000.  Dr.
Schachter  joined  General  Microwave in 1990 and was Vice  President,  Business
Development  when Herley acquired  General  Microwave in January 1999.  Prior to
joining General Microwave Dr. Schachter held positions as Technical Director and
Group Leader at American Cyanamid Co. and Stauffer  Chemical Co.,  respectively.
Ms.  Schachter  received her BS from  Brooklyn  College in 1968, MS from Yeshiva
University in 1970 and PHD in Physics from New York University in 1979.

     Mr.  Ben  Robinson  was  appointed   Vice  President  of  Herley  upon  the
acquisition of Robinson Laboratories, Inc. in January 2000. Mr. Robinson founded
Robinson Labs in 1980 and served as President  since that time. Mr. Robinson has
over 35 years experience in the design and manufacture of microwave products and
has published technical articles in that field. Mr. Robinson holds a Bachelor of
Electrical Engineering from Rensselaer Polytechnic Institute.

     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 2002 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 Business  Administration
from Harvard  University.  Admiral Allshouse's term as a director expires at the
2002 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.


                                        3

<PAGE>



     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 Vice  President and Director of Corporate  Strategy
for Resource  Consultants,  Inc., a privately  held  corporation  supporting the
Department of Defense,  and other government  agencies.  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 July 30, 2000, August 1, 1999 and August 2, 1998.

                                        4

<PAGE>

<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        Compensation
----------------     ------    ---------         ---------      ---------------     ------------

<S>                  <C>       <C>               <C>            <C>                 <C>
Lee N. Blatt         2000      $ 637,879         $ 539,619      150,000 (4)         $ 4,800 (6)
Chairman of          1999        475,908           538,126      500,000 (5)           4,800
the Board            1998        485,549           303,191         -                  4,800

Myron Levy           2000      $ 471,590         $ 431,695      150,000 (4)         $ 6,924 (6)
President            1999        329,166           430,501      500,000 (5)           9,525
                     1998        333,912           242,553         -                  9,300

Allan L. Coon        2000      $ 158,758         $  50,000       15,000 (4)         $ 8,094 (6)
Senior               1999        137,157            35,000       20,000 (5)           6,502
Vice President       1998        110,011            30,000         -                  6,153

Howard Eckstein      2000      $ 120,016         $  20,000       10,000 (4)         $ 4,402 (6)
Senior               1999        114,240             3,000       15,000 (5)           4,083
Vice President       1998         24,231              -            -                    727

Mitchell Tuckman     2000      $ 160,000         $    -          10,000 (4)         $ 5,059 (6)
Senior               1999         92,308            44,985         -    (5)           2,664
Vice President

--------
<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  for Messrs.
     Blatt and Levy under employment contracts.

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

(4)  Consisting  of the  following  options  issued in May 2000 for the right to
     purchase Common Stock of the Company at a price of $15.688:  Lee N. Blatt -
     150,000,  Myron Levy - 150,000,  Allan L. Coon - 15,000,  Howard Eckstein -
     10,000, and Mitchell Tuckman - 10,000.

(5)  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,  and Myron Levy - 250,000;  options  granted in December 1998 at a
     price of $11.44:  Allan L. Coon - 10,000,  and Howard Eckstein - 7,500; and
     at a price of $13.15 (at 115% of the market price on date of issue):  Allan
     L. Coon - 10,000,  and Howard Eckstein - 7,500; 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.

(6)  All Other Compensation  includes: (a) group term life insurance as follows:
     $2,124 for Mr. Levy,  $3,294 for Mr. Coon, $502 for Mr. Eckstein,  and $259
     for Mr. Tuckman,  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, Levy,
     Coon and Tuckman, and $3,900 for Mr. Eckstein.
</FN>
</TABLE>



                                        5

<PAGE>



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              150,000          22           $15.69       5/18/10    $ 0.00  $ 1,479,915  $ 3,750,395

Myron Levy                150,000          22           $15.69       5/18/10    $ 0.00  $ 1,479,915  $ 3,750,395

Allan L. Coon              15,000           2           $15.69       5/18/10    $ 0.00     $147,991     $375,039

Howard Eckstein            10,000           2           $15.69       5/18/05    $ 0.00      $43,343      $95,777

Mitchell Tuckman           10,000           2           $15.69       5/18/05    $ 0.00      $43,343      $95,777
--------
<FN>

(1)  Options  were  issued in fiscal  2000 at 100% of the  closing  price of the
     Company's Common Stock on dates of issue and vest as follows: Lee N. Blatt,
     Myron  Levy and  Allan L.  Coon - at date of  grant,  Howard  Eckstein  and
     Mitchell  Tuckman  - 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 2000 were for
     842,500 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>


                                        6

<PAGE>



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 2000
and all  unexercised  stock  options and  warrants  held by the named  executive
officers as of July 30, 2000.

<TABLE>
<CAPTION>
                                                                                             Value of
                                                      Number of Unexercised          Unexercised In the-Money
                                                      Options and Warrants             Options and Warrants
                       Shares                          at Fiscal Year-End             at Fiscal Year-End (2)
                     Acquired on      Value        ----------------------------    ----------------------------
Name                 Exercise(#)  Realized($)(1)   Exercisable    Unexercisable    Exercisable    Unexercisable
----------------     -----------  --------------   -----------    -------------    -----------    -------------
<S>                  <C>          <C>              <C>            <C>              <C>            <C>
Lee N. Blatt              -       $     -             616,666        83,333        $ 4,542,008     $ 789,080
Myron Levy                -             -             550,000        83,333          3,603,457       789,080
Allan L. Coon           15,000       104,843           61,332        12,000            553,927        77,078
Howard Eckstein           -             -               9,000        23,500             55,696       113,854
Mitchell Tuckman          -             -               8,000        22,000             26,660        70,300

--------
<FN>

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

(2)  Based upon the  trading  price of the  Common  Stock of $18.719 on July 30,
     2000.
</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  $604,933 , as adjusted  June 30,  2000,  with an annual cost of
living increase plus 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 $446,391,  as adjusted  June 30,  2000,  with an annual cost of
living increase plus 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.

     Messrs.  Coon,  Eckstein  and Tuckman  have each  entered  into a severance
agreement  with the Company,  dated July 26, 2000,  which  provides  that in the
event of a change in  control of the  Company  prior to July 27,  2002,  each is
entitled to two years' base  salary.  The base  salary of each  executive  as of
November 1, 2000 is as follows:  Mr. Coon $200,000,  Mr. Eckstein $150,000,  and
Mr. Tuckman $175,000.




                                        7

<PAGE>



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.

ITEM TWELVE - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

     The following table sets forth the indicated  information as of October 29,
2000 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:


                                                    Shares of Common
                                                    Stock Beneficially
Name                                                Owned (1)(5)
----                                                ------------------------

                                                    Shares       Percent

Lee N. Blatt (2)(4)(5)..........................      801,596      11.9%
Myron Levy (4)(5)...............................      857,074      12.8%
Allan L. Coon (4)...............................       70,332       1.1%
Howard M. Eckstein (4)..........................       12,000
Mitchell Tuckman (4)............................        8,000
Adm. Thomas J. Allshouse (4)....................       39,666
David H. Lieberman (4)..........................       15,933
John A. Thonet (3)(4)...........................       48,693
Alvin M. Silver (4).............................       31,500
Adm. Edward K. Walker, Jr. (Ret.) (4)...........       23,500
Kennedy Capital Management, Inc. (6)............      309,129       5.1%
Fidelity Management & Research, Inc. (7)........      449,966       7.4%
Directors and executive
  officers  as a group
  (10 persons)..................................    1,908,294      25.1%
---------

(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 312,602  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 117,332 shares, owned by Mr. Thonet's children, Hannah and
     Rebecca  Thonet,  and 28,278 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
     October  29,  2000 at prices  ranging  from  $6.0938  to  $16.46  per share
     pursuant to the Company's Stock Plans: Lee N. Blatt - 566,666,

                                        8

<PAGE>



     Myron Levy - 566,666,  Allan  L. Coon - 65,332,  Howard  Eckstein - 12,000,
     Mitchell  Tuckman - 7,000,  Adm.  Thomas  J.  Allshouse - 28,333,  David H.
     Lieberman  - 15,333,  John  A.  Thonet - 28,333,  Alvin M. Silver - 22,500,
     Edward K. Walker - 22,500.

(5)  Includes shares subject to outstanding  warrants exercisable within 60 days
     after October 29, 2000 at a price of $4.6406: Lee N. Blatt - 133,333, Myron
     Levy - 66,667.

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

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

Stock Plans

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

      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 July  30,  2000,
non-qualified options to purchase 58,664 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,  subject  to  certain
restrictions.  Options for 86,000 shares of Common Stock were granted during the
fiscal year ended July 30, 2000. At July 30, 2000,  options to purchase  805,759
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 up to ten years from the date of grant,  subject to certain
restrictions. Options for 646,500 shares of Common Stock were granted during the
fiscal year ended July 30, 2000. At July 30, 2000, options to purchase 1,145,000
shares of Common Stock were outstanding under this plan.

      On May 18, 2000,  the Company  issued 10 year options to purchase  150,000
shares of Common Stock at a price of $15.688 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 at grant date.

      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


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<PAGE>



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. At July 30, 2000,  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 $415,000, $266,000
and $197,000 for the 52 weeks ended July 30, 2000,  August 1, 1999 and August 2,
1998,  respectively.  For the year ended July 30, 2000, $4,800,  $4,800, $4,800,
$3,900,  and  $4,800 was  contributed  by the  Company to this plan for  Messrs.
Blatt,  Levy,  Coon,  Eckstein  and  Tuckman,   respectively,  and  $32,520  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.

      Additionally,  in March 2000,  the Company  entered  into  another 10 year
lease  agreement with the same  partnership  for additional  space.  The initial
minimum  annual rent of $92,000 is 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, 2000
                                     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, 2000 by the following  persons
in the capacities indicated:

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

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

/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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