Exhibit 3.2
                                                                     -----------
Amended August 7, 2001
                                 AMENDED BY-LAWS

                                       of

                             HERLEY INDUSTRIES, INC.
                            (A Delaware Corporation)



                                    ARTICLE I
                                  STOCKHOLDERS

     Section 1. Place of  Meetings.  Meetings of  stockholders  shall be held at
such  place,  either  within  or  without  the  State of  Delaware,  as shall be
designated from time to time by the Board of Directors.

     Section 2. Annual Meetings.  Annual meetings of stockholders  shall be held
on such  date  not  earlier  than  September  1 nor  later  than  March 1 of the
subsequent year on such day and at such time as shall be designated from time to
time by the Board of Directors.  At each annual meeting the  stockholders  shall
elect a Board of Directors by plurality vote and transact such other business as
may be properly brought before the meeting.

     Section 3. Special Meetings.  Except as otherwise  required by law, special
meetings of the stockholders may be called only by the Board of Directors.

     Section  4.  Notice of  Meetings.  Written  notice of each  meeting  of the
stockholders stating place, date and hour of the meeting shall be given by or at
the direction of the Board of Directors to each stockholder  entitled to vote at
the meeting at least ten,  but not more than sixty,  days prior to the  meeting.
Notice of any  special  meeting  shall  state in  general  terms the  purpose or
purposes  for  which  the  meeting  is  called  and no other  business  shall be
transacted thereat except as stated in such notice.

     Section 5. Quorum;  Adjournments of Meetings. The holders of the issued and
outstanding  shares of the capital stock of the  corporation  entitled to cast a
majority  of the votes  entitled  to be cast by the  holders  of all  classes of
capital  stock of the  corporation  entitled to vote  generally  in elections of
directors,  considered  for this  purpose  as one  class,  present  in person or
represented by proxy,  shall constitute a quorum for the transaction of business
at such meeting;  but, if there be less than a quorum, the holders of a majority
of  the  votes  entitled  to be  cast  by the  holders  of  all  classes  of the
corporation's capital stock so present or represented may adjourn the meeting to
another  time or place,  from  time to time,  until a quorum  shall be  present,
whereupon the meeting may be held, as adjourned,  without further notice, except
as required by law, and any business may be transacted  thereat which might have
been transacted at the meeting as originally called.


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     Section 6.  Voting.  At any meeting of the  stockholders  every  registered
owner of shares  entitled to vote may vote in person or by proxy and,  except as
otherwise  provided by statute,  in the  Certificate of  Incorporation  or these
By-Laws,  shall  have one vote for each such share  standing  in his name on the
books  of  the  corporation.  Except  as  otherwise  required  by  statute,  the
Certificate  of  Incorporation  or these  By-Laws,  all matters,  other than the
election of directors,  brought before any meeting of the stockholders  shall be
decided  by a  vote  of a  majority  in  interest  of  the  stockholders  of the
corporation  present in person or by proxy at such meeting and voting thereon, a
quorum being present.

     Section 7. Inspectors of Election. The Board of Directors, or, if the Board
shall not have made the  appointment,  the chairman  presiding at any meeting of
stockholders,  shall  have  power  to  appoint  one or  more  persons  to act as
inspectors  of  election  at the  meeting  or any  adjournment  thereof,  but no
candidate  for the office of director  shall be appointed as an inspector at any
meeting for the election of directors.


                                   ARTICLE II
                               BOARD OF DIRECTORS

     Section  1.  General  Powers.  Except as  provided  in the  Certificate  of
Incorporation  or these  By-Laws,  the  affairs,  business  and  property of the
Corporation shall be managed and controlled by the Board of Directors. The Board
may exercise all such  authority and powers of the  Corporation  and do all such
lawful acts and things as are not by statute or the Certificate of Incorporation
directed or required to be exercised or done by the stockholders.

     Section 2. Number of Directors.  The number of directors of the corporation
shall not be less than three nor more than twelve,  and may be changed from time
to time by action of not less than a majority  of the  members of the Board then
in office.  Whenever the words "whole Board", "entire Board" or "total number of
directors"  are used in these  By-Laws,  such  words  shall  mean the  number of
directors  fixed  by the  Board  and  then in  effect  in  accordance  with  the
provisions of the Certificate of Incorporation or these By-Laws.

     Section 3. First Meeting.  The first meeting of each newly elected Board of
Directors,  of which no notice  shall be  necessary,  shall be held  immediately
following the annual meeting of stockholders  or any adjournment  thereof at the
place the annual meeting of  stockholders  was held at which such directors were
elected,  or at such  other  place as a  majority  of the  members  of the newly
elected  Board  who are  then  present  shall  determine,  for the  election  or
appointment  of officers for the ensuing year and the  transaction of such other
business as may be brought before such meeting.

     Section 4. Regular  Meeting.  Regular  meetings of the Board of  Directors,
other  than the first  meeting,  may be held  without  notice at such  times and
places as the Board of Directors may from time to time determine.


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     Section 5. Special Meetings. Special meetings of the Board of Directors may
be called by order of the Chairman of the Board, the Vice Chairman of the Board,
the President or any two directors. Notice of the time and place of each special
meeting shall be given by or at the  direction of the person or persons  calling
the  meeting by  mailing  the same at least two days  before  the  meeting or by
telephoning, telegraphing or delivering personally the same at least twenty-four
hours before the meeting to each director.  Except as otherwise specified in the
notice thereof,  or as required by statute,  the Certificate of Incorporation or
these By-Laws, any and all business may be transacted at any special meeting.

     Section  6.  Attendance  by  Communication   Equipment.   Unless  otherwise
restricted  by  the  Certificate  of  Incorporation,  members  of the  Board  of
Directors  or of any  committee  designated  by the Board may  participate  in a
meeting of the Board or any such  committee by means of conference  telephone or
similar  communications  equipment  whereby  all  persons  participating  in the
meeting  can hear each other.  Participation  in any meeting by such means shall
constitute presence in person at such meeting.  Any meeting at which one or more
members of the Board of Directors or of any  committee  designated  by the Board
shall  participate  by means of conference  telephone or similar  communications
equipment  shall be deemed to have  been held at the place  designated  for such
meeting,  provided that at least one member is at such place while participating
in the meeting.

     Section 7. Quorum;  Vote. A majority of the directors  then in office shall
constitute a quorum, for the transaction of business, but less than a quorum may
adjourn  any  meeting to another  time or place from time to time until a quorum
shall be  present,  whereupon  the meeting may be held,  as  adjourned,  without
further  notice.  Except as otherwise  required by statute,  the  Certificate of
Incorporation  or these  By-Laws,  all matters  coming before any meeting of the
Board of Directors  shall be decided by the vote of a majority of the  directors
present at the meeting, a quorum being present.

     Section 8. Compensation.  A director or member of a committee may serve the
Corporation  in any other  capacity  and  receive  compensation  therefor.  Each
director or member of a  committee,  other than  directors  who are  officers or
employees of the Corporation, may receive for his services as director or member
of a committee,  compensation  (whether in the form of  attendance  fees,  fixed
remuneration,  or otherwise) in such amount as may be fixed from time to time by
the Board of  Directors,  in  addition to  reimbursement  of  traveling  or like
expenses.

                                   ARTICLE III
                                   COMMITTEES

     Section 1. Executive  Committee.  The Board of Directors may, by resolution
passed by a majority  of the whole  board,  designate  from among its members an
Executive Committee to consist of three or more members and may designate one of
such  members  as  chairman.  The  Board may also  designate  one or more of its
members as alternates to serve as a member or members of the Executive Committee
in the absence of a regular  member or members.  Except as provided in Section 4
of this Article III, the Executive Committee shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the corporation,

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and the Executive  Committee may  authorize  the seal of the  corporation  to be
affixed to all papers which may require it.

     Section 2. Other Committees.  The Board of Directors,  acting by a majority
of the whole  Board,  may also  appoint  from among its own members or otherwise
such other committees as the Board may determine, to have such powers and duties
as  shall  from  time to time be  prescribed  by the  Board  and  which,  in the
discretion of the Board, may be designated as committees of the Board; provided,
however,  that if an audit committee or compensation  committee is formed,  each
such committee shall contain only Independent Directors (as such term is defined
in Article V, Section 1).

     Section 3. Quorum and Discharge.  A majority of the entire  committee shall
constitute a quorum for the transaction of business of any committee and may fix
its rules of  procedure.  The Board of Directors  may  discharge  any  committee
either with or without cause at any time.

     Section 4. Powers of  Committees.  No committee  designated or appointed by
the  Board of  Directors  shall  have the  power or  authority  of the  Board in
reference to (a)  amending the  Certificate  of  Incorporation,  (b) adopting an
agreement of merger or  consolidation,  (c) recommending to the stockholders the
sale,  lease  or  exchange  of all  or  substantially  all of the  Corporation's
property and assets,  (d)  recommending to the stockholders a dissolution of the
Corporation  or a revocation of a  dissolution,  (e) amending the By-Laws of the
Corporation,  (f) declaring dividends,  (g) designating committees,  (h) filling
vacancies  among  committee  members or (i)  removing  officers.  The  Executive
Committee  shall  have the power and  authority  of the Board to  authorize  the
issuance  of  shares of  capital  stock of the  corporation  of any class or any
series of any class.

     Section 5. Committee Meetings. Regular meetings of any committee designated
or appointed  by the Board of  Directors  shall be held at such times and places
and on such notice,  if any, as the committee  may from time to time  determine.
Special  meetings of any  committee  designated or appointed by the Board may be
called by order of the  Chairman  of the  Board,  Vice  Chairman  of the  Board,
President of the  Corporation,  Chairman of the  committee or any two members of
any such committee.  Notice shall be given of the time and place of each special
meeting  by  mailing  the  same at least  two  days  before  the  meeting  or by
telephoning, telegraphing or delivering personally the same at least twenty-four
hours before the meeting to each committee member. Except as otherwise specified
in the notice thereof or as required by law, the Certificate of Incorporation or
these By- Laws, any and all business may be transacted at any regular or special
meeting of a committee.  The Secretary of the Corporation shall keep the minutes
of the  meetings  of all  committees  designated  or  appointed  by the Board of
Directors and shall be the custodian of all corporation records.

                                   ARTICLE IV
                                    OFFICERS

     Section 1. Number and  Designation.  The Board of Directors  shall elect as
executive  officers  a  Chairman  of the Board,  a  President,  one or more Vice
Presidents,  a  Secretary  and a  Treasurer,  and  there may be one or more Vice
Chairmen of the Board, one or more Assistant Secretaries, one or

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August 7, 2001


more Assistant  Treasurers,  and such other officers,  as the Board of Directors
may deem  necessary.  The Chairman of the Board,  the Vice Chairmen of the Board
and the President shall be elected from among the Directors. Any two offices may
be held by one person,  but in any case where the By- Laws or resolutions of the
Board of Directors  provide for the  signature of the  incumbents of two or more
officers of the Corporation  upon the  certificates of stock,  notes,  checks or
other  instruments or documents issued by the  Corporation,  no one person shall
sign in more than one capacity. The executive officers shall be elected annually
by the Board of Directors at its first meeting  following the annual election of
directors,  but in the  event  of the  failure  of the  Board  so to  elect  any
executive  officer,  such  executive  officer  may be elected at any  subsequent
meeting of the Board of  Directors.  The Board of  Directors  may at any meeting
elect additional Vice Presidents. Each executive officer shall hold office until
the first meeting of the Board of Directors  following the next annual  election
of directors and until his successor shall have been duly elected and qualified,
except in the event of the  earlier  termination  of his term of office  through
death, resignation, removal or otherwise. Any vacancy in an executive office may
be filled for the  unexpired  portion of the term of such office by the Board of
Directors at any regular or special meeting.

     Section 2(a). The Chairman of the Board. The Chairman of the Board shall be
an  officer  of the  Corporation.  The  Chairman  of the Board  (i) may  execute
contracts and other instruments in the name of the Corporation,  and appoint and
discharge  agents and  employees;  (ii) shall  preside  at all  meetings  of the
stockholders  and of the Board of  Directors;  and (iii)  shall  have such other
powers and perform such other duties as the Board of Directors  may from time to
time prescribe.

     Section 2(b). Chief Executive  Officer.  The Chief Executive  Officer shall
have,  subject to the Board of Directors,  general  direction,  supervision  and
management of the business and affairs of the  Corporation.  The Chief Executive
Officer  (i) may  execute  contracts  and other  instruments  in the name of the
Corporation, and appoint and discharge agents and employees; and (ii) shall have
such other powers and perform  such other  duties as the Board of Directors  may
from time to time prescribe.

     Section 2(c).  Vice  Chairman of the Board.  The Vice Chairman of the Board
shall assist the Chairman of the Board in the performance of the duties of chief
executive  officer,  and, subject to the Board of Directors,  shall have such of
the powers and duties of the chief executive officer of the Corporation as shall
be delegated by the Chairman of the Board. The Vice Chairman of the Board, or if
more than one, the Vice  Chairmen of the Board,  (i) to the extent  empowered by
the Board,  shall perform the duties of the Chairman of the Board in the absence
of the  Chairman of the Board,  or in the event of his  inability  to act;  (ii)
shall  have such  other  powers and  perform  such other  duties as the Board of
Directors may from time to time prescribe;  and (iii) may also execute contracts
and other instruments in the name of the Corporation,  and appoint and discharge
agents and employees.



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     Section  2(d).  President.  The  President  shall be the  chief  operations
officer of the Corporation, and, subject to the Board of Directors, the Chairman
of the Board and the Vice Chairman of the Board,  shall direct the operations of
the Corporation. The President (i) shall have such other powers and perform such
other duties as the Board of Directors may from time to time prescribe;  (ii) in
the absence of and/or in the event of the  inability of both the Chairman of the
Board and the Vice Chairman of the Board to act, shall perform the duties of the
Chairman of the Board; (iii) may also execute contracts and other instruments in
the name of the Corporation, and appoint and discharge agents and employees; and
(iv)  except  as herein  otherwise  provided,  shall  perform  all other  duties
incident to the office of President.

     Section 3. Vice Presidents. Whenever there is more than one Vice President,
the Board of Directors  shall decide upon the order of their  seniority  and may
designate  one or  more to be  executive  Vice  Presidents.  In the  absence  or
inability to act of the President, or if the office of Presi dent be vacant, the
Vice  Presidents,  in order of  seniority,  subject to the right of the Board of
Directors  from time to time to extend or confine  such powers and  duties,  may
exercise all the powers of the President.  Each Vice  President  shall have such
other  powers and shall  perform  such other duties as may be assigned to him by
the Board of Directors.

     Section 4. Treasurer.  The Treasurer,  subject to the right of the Board of
Directors from time to time to extend or confine his powers and duties or assign
them to others,  shall have general supervision over the care and custody of the
funds and securities of the  corporation and shall deposit the same or cause the
same to be deposited in the name of the Corporation in such bank or banks, trust
company or trust  companies,  and in such safe  deposit  company or companies or
invested  in  securities  of such money  market  fund or funds,  as the Board of
Directors or the executive committee may designate,  shall have supervision over
the  accounts of all  receipts  and  disbursements  of the  Corporation,  shall,
whenever  required  by the  Board,  render  or  cause to be  rendered  financial
statements  of the  Corporation,  shall have the powers and  perform  the duties
usually  incident to the office of  Treasurer,  and shall have such other powers
and  perform  such  other  duties  as may be  assigned  to him by the  Board  of
Directors.

     Section 5. Secretary.  The Secretary,  subject to the right of the Board of
Directors  from time to time to extend or  confine  his  powers and duties or to
assign  them  to  others,  shall  act  as  Secretary  of  all  meetings  of  the
stockholders  and of the Board of Directors  at which he is present,  shall have
supervision over the giving and serving of notices of the Corporation,  shall be
the  custodian  of  the  corporate  records  and of the  corporate  seal  of the
Corporation,  shall be  empowered  to affix  the  corporate  seal to  documents,
execution  of  which,  on  behalf of the  Corporation,  under its seal,  is duly
authorized,  and when so affixed may attest the same,  shall exercise the powers
and perform the duties  usually  incident to the office of Secretary,  and shall
exercise  such other  powers and perform such other duties as may be assigned to
him by the Board of Directors.  The Secretary shall, if the law so provides,  be
sworn to the faithful discharge of his duties.

     Section  6.  Other  Officers.  The  Assistant  Secretaries,  the  Assistant
Treasures  and all other  officers  shall hold office during the pleasure of the
Board of Directors and shall exercise such powers and perform such duties as may
be assigned to each by the Board of Directors.

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     Section 7. Term of Office; Removal and Vacancy. Each officer shall hold his
office  until his  successor  is  elected  and  qualified  or until his  earlier
resignation or removal. Any officer or agent shall be subject to removal with or
without  cause at any time by the Board of  Directors.  Vacancies  in any office
whether occurring by death, resignation,  removal or otherwise, may be filled by
the Board of Directors.

     Section 8. Power to Vote Stock.  Unless  otherwise  ordered by the Board of
Directors,  the Chairman of the Board,  the Vice Chairman and the President each
shall have full power and authority on behalf of the  Corporation  to attend and
to  vote  at any  meeting  of  stockholders  of any  corporation  in  which  the
Corporation may hold stock,  and may exercise on behalf of this  Corporation any
and all of the rights and powers  incident to the ownership of such stock at any
such meeting and shall have power and authority to execute and deliver  proxies,
waivers  and  consents  on  behalf of the  Corporation  in  connection  with the
exercise by the  Corporation of the rights and powers  incident to the ownership
of such stock.  The Board of Directors from time to time, may confer like powers
upon any other person or persons.

                                    ARTICLE V
                   POLICY REGARDING CORPORATE OPPORTUNITY AND
                             AFFILIATE TRANSACTIONS

     Section 1.  Definitions.  For the purpose of this  Article,  the  following
terms have the meanings set forth below:

          "Affiliate" means, with respect to a particular Person, (i) any Person
     that,  directly or  indirectly  is in control of, is  controlled  by, or is
     under common control with, such particular Person, (ii) any Person who is a
     director,  officer or general partner (A) of such particular Person, (B) of
     any Subsidiary of such particular  Person,  (C) of any Person  described in
     clause  (i)  above,  (iii) any trust or  estate  in which  such  particular
     Person,  or the spouse of any relative of such  Person,  or any relative of
     such  spouse,  has a  beneficial  interest  or as to which such  particular
     Person,  or the spouse of any relative of such  Person,  or any relative of
     such spouse,  serves as trustee or in a similar fiduciary capacity, or (iv)
     the spouse of any relative of such  particular  Person,  or any relative of
     such spouse.  For purposes of this  definition,  (i)  "control" of a Person
     shall mean the power,  direct or  indirect,  (A) to vote 10% or more of the
     securities  having  ordinary  voting power for the election of directors of
     such Person or (B) to direct or cause the direction of the  management  and
     policies of such Person  whether by  contract or  otherwise;  and the terms
     "controlling"  and  "controlled  by"  have  meanings   correlative  to  the
     foregoing  and  (ii) a  "relative"  of a  Person  shall  mean an  ancestor,
     descendant or sibling of such Person.

          "Independent  Director" means a director of the Company who (i) is not
     an employee or Affiliate of the Company or any of its  Subsidiaries  (other
     than by reason of his status as a director of the Company or one or more of
     its  Subsidiaries)  and  (ii)  has no  material  business  or  professional
     relationship  with the Company or any Subsidiary of the Company,  or any of
     their Affiliates.  For purposes of this definition, a "material business or
     professional  relationship" means any business or professional relationship
     with the Company or a Subsidiary of the Company of any of the types

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     described in, and which  exceeds any  applicable  disclosure  threshold set
     forth in, Item 404(b) of Regulation S-K.

          "Person"  means  any  individual,   corporation,   partnership,  joint
     venture,  incorporated or unincorporated association,  joint-stock company,
     trust,  unincorporated  organization  or  government  or  other  agency  or
     political subdivision thereof or other entity of any kind.

     Section 2. Corporate Opportunity. In the event any corporate opportunity is
presented  to any  director or officer of the Company or any  Subsidiary  or any
Affiliates  of such director or officer to acquire or to enter into any business
transaction  involving  any type of  business  conducted  by the Company or that
would be significant to the Company, i.e., Flight Instrumentation Components and
Systems and related  products or systems,  such director or officer shall submit
such opportunity to the Board of Directors for their review and consideration by
appropriate  notice in writing promptly after presentation of the opportunity to
such  director or officer and such director or officer shall take no action with
respect to such  opportunity  until the first to occur of (i) a decision  by the
Board of Directors not to pursue the  opportunity  so presented by such director
or  officer  and  approval  of the  Board of  Directors  of such  director's  or
officer's  participation  in such  opportunity  or (ii) the expiration of thirty
(30) days  after  receipt  by the Board of  Directors  of the  notice  from such
director or officer to the Board of Directors described such opportunity.

     Section 3.  Affiliate  Transactions.  The Company  shall not, and shall not
permit any Subsidiary of the Company to, directly or indirectly,  enter into any
transaction (including without limitation the purchase,  sale, lease or exchange
of any property or the  rendering of any service) with an officer or director of
the Company or of any Subsidiary or an Affiliate of any such officer or director
(an  "Affiliate   Transaction"),   unless  such  transaction   shall  have  been
unanimously  approved by the Independent  Directors and such resolution provides
that such Affiliate  Transaction  complies with the requirements of this Article
V.

     Section 4.  Investment  Policy.  The Company shall  establish an investment
policy for the  investing of available  cash.  Cash held by the Company,  to the
extent not  immediately  necessary  to fulfill  the  Company's  needs,  shall be
invested  in certain  high-quality  short term  securities,  the choice of which
shall be at the reasonable  discretion of the treasurer or other chief financing
officer of the Company.

     Section 5.  Amendment of this Article.  This Article may only be amended or
repealed by approval of the holders of two-thirds of the  outstanding  shares of
the Company's common stock.


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                                   ARTICLE VI
                                  CAPITAL STOCK

     Section 1. Certificates for Stock. Certificates or stock of the Corporation
shall be in such form as the Board of Directors may from time to time  prescribe
and shall be signed by the Chairman of the Board or a Vice Chairman of the Board
or the  President  or a Vice  President  and by the  Treasurer  or an  Assistant
Treasurer or the Secretary or an Assistant Secretary.

     Section 2. Transfer of Stock.  Shares of capital  stock of the  Corporation
shall be  transferable  on the books of the  Corporation  only by the  holder of
record  thereof,  in person or by duly authorized  attorney,  upon surrender and
cancellation of certificates for a like number of shares,  with an assignment or
power of transfer endorsed thereon or delivered  therewith,  duly executed,  and
with  such  proof of the  authenticity  of the  signature  and of  authority  to
transfer, and of payment of transfer taxes, as the Corporation or its agents may
require.

     Section 3. Ownership of Stock.  The Corporation  shall be entitled to treat
the  holder of record  of any share or shares of stock as the owner  thereof  in
fact and shall not be bound to  recognize  any  equitable  or other  claim to or
interest in such shares on the part of any other person, whether or not it shall
have express or other notice thereof,  except as otherwise expressly provided by
law.


                                   ARTICLE VII
                                  MISCELLANEOUS

     Section 1. Corporate Seal. The seal of the Corporation shall be circular in
form and shall  contain  the name of the  Corporation  and the year and State of
Incorporation.

     Section 2. Fiscal Year. The Board of Directors shall have power to fix, and
from time to time to change, the fiscal year of the Corporation.

                                  ARTICLE VIII
                                    AMENDMENT

     The Board of  Directors  shall have the power to make,  alter or repeal the
By-Laws of the Corporation  subject to the power of the stockholders to alter or
repeal the By-Laws made or altered by the Board of Directors.

                                   ARTICLE IX
                                 INDEMNIFICATION

     The Corporation may indemnify any director,  officer,  employee or agent of
the Corporation to the full extent permitted by law.



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