[3,000,000] Shares of Common Stock



                           HERLEY INDUSTRIES, INC.



                            UNDERWRITING AGREEMENT



                                                               _________, 2002









BEAR, STEARNS & CO. INC.

SG COWEN

as Representatives of the

several Underwriters named in

Schedule I attached hereto

c/o Bear, Stearns & Co. Inc.

245 Park Avenue

New York, New York  10167



Ladies and Gentlemen:



               Herley Industries, Inc., a corporation organized and existing

under the laws of Delaware (the "Company"), proposes, subject to the terms and

conditions stated herein, to issue and sell to the several underwriters named

in Schedule I hereto (the "Underwriters") an aggregate of [3,000,000] shares

(the "Firm Shares") of its common stock, par value $0.10 per share (the

"Common Stock"). The Company and the Stockholders of the Company listed on

Scheduled II hereto (the "Selling Stockholders") propose to sell for the sole

purpose of covering over-allotments in connection with the sale of the Firm

Shares, at the option of the Underwriters, up to an additional [450,000]

shares (the "Additional Shares") of Common Stock. The Firm Shares and any

Additional Shares purchased by the Underwriters are referred to herein as the

"Shares." The Shares are more fully described in the Registration Statement

referred to below.



               1.      Representations and Warranties of the Company.  The

Company represents and warrants to, and agrees with, each of the Underwriters

that:



                       (a)     The Company has filed with the Securities and

Exchange Commission (the "Commission") a registration statement on Form S-3

(No. 333-_____), and amendments thereto, and related preliminary prospectuses

for the registration under the Securities Act of 1933, as amended (the

"Securities Act"), of the Shares which registration statement, as so amended

(including post-effective amendments, if any), has been declared effective by

the Commission and copies of which have heretofore been delivered to the

Underwriters. The registration statement, as amended at the time it















<PAGE>





became effective, including the exhibits and information (if any) deemed to be

part of the registration statement at the time of effectiveness pursuant to

Rule 430A or 434(d) under the Securities Act, is hereinafter referred to as

the "Registration Statement." If the Company has filed or is required pursuant

to the terms hereof to file a registration statement pursuant to Rule 462(b)

under the Securities Act registering additional shares of Common Stock (a

"Rule 462(b) Registration Statement"), then, unless otherwise specified, any

reference herein to the term "Registration Statement" shall be deemed to

include such Rule 462(b) Registration Statement. Other than a Rule 462(b)

Registration Statement, which became effective upon filing, no other document

with respect to the Registration Statement has heretofore been filed with the

Commission. No stop order suspending the effectiveness of either the

Registration Statement or the Rule 462(b) Registration Statement, if any, has

been issued and no proceeding for that purpose has been initiated or,

threatened by the Commission. The Company, if required by the Securities Act

and rules and regulations of the Commission (together, the "Rules and

Regulations"), proposes to file the Prospectus with the Commission pursuant to

Rule 424(b) of the Rules and Regulations. The Prospectus, in the form in which

it is to be filed with the Commission pursuant to Rule 424(b) of the Rules and

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