EXHIBIT 31.1

                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
                           PURSUANT TO RULE 13a-14(a)

I, Richard F. Poirier, Chief Executive Officer, certify that:

     1. I have  reviewed  this Annual  Report on Form 10-K/A  Amendment No. 1 of
     Herley Industries, Inc. ("the registrant");

     2. Based on my knowledge, this report does not contain any untrue statement
     of a material fact or omit to state a material  fact  necessary to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

     4. The  registrant's  other  certifying  officer and I are  responsible for
     establishing  and  maintaining  "disclosure  controls and  procedures"  (as
     defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
     over  financial  reporting (as defined in Exchange Act Rules  13a-15(f) and
     15d-15(f)) for the registrant and have:

          a. designed such disclosure  controls and  procedures,  or caused such
     disclosure controls and procedures to be designed under our supervision, to
     ensure that material information relating to the registrant,  including its
     consolidated  subsidiaries,  is made  known to us by  others  within  those
     entities,  particularly  during the  period in which  this  report is being
     prepared;

          b. designed such internal control over financial reporting,  or caused
     such internal  control over  financial  reporting to be designed  under our
     supervision,  to provide reasonable  assurance regarding the reliability of
     financial  reporting  and  the  preparation  of  financial  statements  for
     external  purposes  in  accordance  with  generally   accepted   accounting
     principles;

          c. evaluated the effectiveness of the registrant's disclosure controls
     and  procedures  and  presented  in this report our  conclusions  about the
     effectiveness of the disclosure  controls and procedures,  as of the end of
     the period covered by this report based on such evaluation; and

          d.  disclosed in this report any change in the  registrant's  internal
     control over  financial  reporting  that occurred  during the  registrant's
     fourth fiscal quarter that has materially affected, or is reasonably likely
     to materially  affect,  the  registrant's  internal  control over financial
     reporting; and

     5. The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

          a. all significant  deficiencies and material weaknesses in the design
     or  operation  of  internal  control  over  financial  reporting  which are
     reasonably  likely to adversely affect the registrant's  ability to record,
     process, summarize and report financial information; and

          b. any fraud,  whether or not material,  that  involves  management or
     other employees who have a significant  role in the  registrant's  internal
     control over financial reporting.


                                  Date:  November 30, 2009

                                  By: /S/ Richard F. Poirier
                                      ----------------------
                                  Name:   Richard F. Poirier
                                  Title: Chief Executive Officer


<PAGE>
                  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
                           PURSUANT TO RULE 13a-14(a)

I, Anello C. Garefino, Chief Financial Officer, certify that:

     1. I have  reviewed  this Annual  Report on Form 10-K/A  Amendment No. 1 of
     Herley Industries, Inc. ("the registrant");

     2. Based on my knowledge, this report does not contain any untrue statement
     of a material fact or omit to state a material  fact  necessary to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

     4. The  registrant's  other  certifying  officer and I are  responsible for
     establishing  and  maintaining  "disclosure  controls and  procedures"  (as
     defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
     over  financial  reporting (as defined in Exchange Act Rules  13a-15(f) and
     15d-15(f)) for the registrant and have:

          a. designed such disclosure  controls and  procedures,  or caused such
     disclosure controls and procedures to be designed under our supervision, to
     ensure that material information relating to the registrant,  including its
     consolidated  subsidiaries,  is made  known to us by  others  within  those
     entities,  particularly  during the  period in which  this  report is being
     prepared;

          b. designed such internal control over financial reporting,  or caused
     such internal  control over  financial  reporting to be designed  under our
     supervision,  to provide reasonable  assurance regarding the reliability of
     financial  reporting  and  the  preparation  of  financial  statements  for
     external  purposes  in  accordance  with  generally   accepted   accounting
     principles;

          c. evaluated the effectiveness of the registrant's disclosure controls
     and  procedures  and  presented  in this report our  conclusions  about the
     effectiveness of the disclosure  controls and procedures,  as of the end of
     the period covered by this report based on such evaluation; and

          d.  disclosed in this report any change in the  registrant's  internal
     control over  financial  reporting  that occurred  during the  registrant's
     fourth fiscal quarter that has materially affected, or is reasonably likely
     to materially  affect,  the  registrant's  internal  control over financial
     reporting; and

     5. The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors  (or persons  performing  the  equivalent  functions):

          a. all significant  deficiencies and material weaknesses in the design
     or  operation  of  internal  control  over  financial  reporting  which are
     reasonably  likely to adversely affect the registrant's  ability to record,
     process, summarize and report financial information; and

          b. any fraud,  whether or not material,  that  involves  management or
     other employees who have a significant  role in the  registrant's  internal
     control over financial reporting.

                                  Date:  November 30, 2009

                                  By: /S/ Anello C. Garefino
                                      ----------------------
                                  Name:   Anello C. Garefino
                                  Title: Chief Financial Officer