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EX-31.1 - HERLEY INDUSTRIES INC /NEWexhibit31.htm
EX-32.1 - HERLEY INDUSTRIES INC /NEWexhibit32.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1
FORM 10-Q/A


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended:   October 31, 2010
or

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 0-5411

          HERLEY INDUSTRIES, INC.                                                                
(Exact name of registrant as specified in its charter)

DELAWARE                                                                                             23-2413500
(State or other jurisdiction of incorporation or organization)                                                                                                (I.R.S. Employer Identification Number)

3061 Industry Drive, Lancaster, Pennsylvania                                                                                                      17603
         (Address of Principal Executive Offices)                                                                                                  (Zip Code)

Registrant's Telephone Number, including Area Code:                                                                                                    (717) 397-2777

___________________________________________                                                                    ___________
         (Former name, former address and former fiscal year                                                                                                    (Zip Code)
if changed since last report)

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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes          No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

[  ] Large accelerated filer                                                                           [X] Accelerated filer
[  ] Non-accelerated filer                                                                           [  ] Smaller reporting company
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes           X    No

As of December 6, 2010, there were 14,043,884 shares of Common Stock outstanding.

Explanatory Note

Herley Industries, Inc., (the "Company," "we," "us" or "our") is filing this Amendment No. 1 on Form 10-Q/A to our Report on Form 10-Q for the fiscal quarter ended October 31, 2010 (the "Report") for the purpose of including Exhibits 31 and 32 to the Form 10-Q, which were inadvertently omitted by the Company’s third party filing service.  
 
Except as described above, no other amendments are being made to the Report.  This Form 10-Q/A does not reflect events occurring after the December 9, 2010 filing of our Report or modify or update the disclosure contained in the Report in any way other than as required to reflect the amendments discussed above.
 
This amendment should be read in conjunction with our Quarterly Report for the first quarter ended October 31, 2010 filed on Form 10-Q on December 9, 2010.

Item 6. Exhibits

31           Certifications pursuant to Rules 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32
Certifications pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


                     HERLEY INDUSTRIES, INC.



                 BY:        /s/ Anello C. Garefino                                                                  
                       Anello C. Garefino, Chief Financial Officer
                   (Principal Financial Officer)


Date: December 9, 2010