SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: June 7, 1995
________________________________
(Date of earliest event reported)
Herley Industries, Inc.
___________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 0-5411 23-2413500
_____________ ___________ _____________
(State or other (Commission (IRS Employer
jurisdiction of File Number) identification
incorporation) number)
10 Industry Drive, Lancaster, Pennsylvania 17603
_________________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number including area code: (717) 397-2777
_________________________________________________________________
(Former name or former address, if changed since last report.)
<PAGE> 2
Item 4. Changes in Registrant's Certifying Accountant
Effective June 7, 1995, the Board of Directors determined to
replace Wolinetz, Gottlieb & Lafazan, P.C., the Company's
independent accountants for the fiscal year ended July 31, 1994,
with Arthur Andersen LLP, which will be the Company's independent
accountants for its fiscal year ending July 30, 1995. The decision
to change independent accountants was recommended to the Board of
Directors by the Audit Committee of the Board of Directors.
In connection with the audit for the Company's fiscal years
ended July 31, 1994 and August 1, 1993 and for the period from
August 2, 1994 through June 7 1995, there were no disagreement with
Wolinetz, Gottlieb & Lafazan, P.C. on any matters of accounting
principles or practices, financial statement disclosure, or
auditing scope of procedure, which disagreements, if not resolved
to their satisfaction, would have caused it to make a reference to
the subject matter of the disagreements in connection with its
report.
The report of Wolinetz, Gottlieb & Lafazan, P.C. for the years
ended July 31, 1994 and August 1, 1993 does not contain an adverse
opinion or a disclaimer of opinion, or a qualification or
modification as to uncertainty, audit scope or accounting
principles.
The Company has not had any discussions or received any
written reports or oral advice from Arthur Andersen LLP during the
two most recent fiscal years and any subsequent interim period with
respect to either the application of accounting principles to a
specific transaction, either completed or proposed, or as to the
type of audit opinion that might be rendered on the Registrant's
financial statements.
Enclosed is a copy of a letter from Wolinetz, Gottlieb &
Lafazan, P.C. as required pursuant to Item 304(a)(3) of Regulation
S-K.
Item 7. Financial Statements and Exhibits
(c) Exhibits
(16) Letter from Wolinetz, Gottlieb & Lafazan, P.C.
referred to in Item 4 (e) above.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has caused this report to be signed on
behalf of the undersigned thereunto duly authorized.
HERLEY INDUSTRIES, INC.
_______________________
(Registrant)
By: /S/ Myron Levy
_______________________
Myron Levy, President
Date: June 7, 1995
<PAGE> 3
WOLINETZ, GOTTLIEB & LAFAZAN, P.C.
5 North Village Avenue
Rockville Centre
New York, 11570
June 9, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: Herley Industries, Inc.
Report on Form 8-K as of
June 7, 1995
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Gentlemen:
We have read Item 4 included in the attached Form 8-K dated
June 7, 1995 of Herley Industries, Inc. to be filed with the
Securities and Exchange Commission and are in agreement with the
statements contained therein.
Very truly yours,
WOLINETZ, GOTTLIEB & LAFAZAN, P.C.
