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

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Date of Report (Date of earliest event reported): June 16, 2008

Anaren, Inc.

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(Exact Name of Registrant as Specified in Charter)

New York	000-6620	16-0928561
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employe Identification No.)

6635 Kirkville Road, East Syracuse, New York 13057

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(Address of Principal Executive Offices)(Zip Code)

Registrant's telephone number, including area code: (315) 432-8909

Not Applicable

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(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 - Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On June 16, 2008, Anaren, Inc. (the “Company”) entered into Amendment #2 to the Employment Agreement with Carl W. Gerst, Jr., the Company’s Chief Technical Officer and Vice Chairman of the Board, effective as of July 1, 2008 (“Amendment #2”).

Under the terms of the Employment Agreement, dated February 14, 2004, between the Company and Mr. Gerst (the “Employment Agreement”), as amended on May 16, 2007, Mr. Gerst’s term as the Company’s Chief Technical Officer would have expired on June 30, 2008 or such earlier date as provided in the Employment Agreement. Amendment #2 extends the term of Mr. Gerst’s employment as a regular full time employee under the Employment Agreement through June 30, 2009 or such earlier date as may result pursuant to the terms of the Employment Agreement. Amendment #2 does permit Mr. Gerst to begin receiving certain severance payments, which were originally provided for in his Employment Agreement, beginning in January 2009.

The foregoing description of Amendment #2 does not purport to be complete and is qualified in its entirety by reference to the Amendment #2 attached to this Current Report on Form 8-K as Exhibit 10.1 and the Employment Agreement filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 3, 2004. The Amendment and the Employment Agreement are incorporated by reference as if fully set forth herein and therein.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d)Exhibits

Exhibit No.	Description
10.1	Amendment #2 to the Employment Agreement with Carl W. Gerst, Jr.

SIGNATURES

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, hereunto duly authorized.

DATE:June 20, 2008
	ANAREN, INC.
	By:	/s/ Lawrence A. Sala
		Name: Lawrence A. Sala
		Title: President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment #2 to the Employment Agreement with Carl W. Gerst, Jr.