EXHIBIT 31.2
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                             CERTIFICATION PURSUANT
                                TO RULE 13a-14(a)

I, Thomas V. Gilboy, certify that:

     1. I have reviewed  this Annual  Report on Form 10-K of Herley  Industries,
     Inc.;  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(s) 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))  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.   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
         c.   disclosed in this report any change in the  registrant's  internal
              control  over  financial   reporting  that  occurred   during  the
              registrant's most recent fiscal quarter (the  registrant's  fourth
              fiscal  quarter  in  the  case  of  an  annual  report)  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(s) 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:    October 15, 2004

                                           By:         /s/ Thomas V. Gilboy
                                                    ---------------------------
                                           Name:     Thomas V. Gilboy
                                           Title:   Chief Financial Officer