RADN Radyne Corp (MM)

Item 1.

Security and Issuer

This Amendment No. 2 to Schedule 13D (“ Amendment No. 2 ”) relates to the Common Stock, par value $0.001 per share (the “ Common Stock ”), of Radyne Corporation, a Delaware corporation (the “ Company ”), which has its principal executive offices at 3138 East Elwood Street, Phoenix, Arizona 85034.  This Amendment No. 2 amends and supplements, as set forth below, the information contained in Items 1, 4, and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on July 26, 2007, as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons with respect to the Company on September 12, 2007 (as so amended, the “Schedule 13D”).  All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D.  Except as amended by this Amendment No. 2, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’  knowledge and belief, true, complete and correct as of the date of this Amendment No. 2.

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended by adding the following as the fourth paragraph thereof:

On November 6, 2007, Discovery Equity Partners sent a letter (the “ Third Letter ”) to the Board of Directors of the Company making a demand, as permitted under Section 220 of the Delaware General Corporation Law, to inspect and photocopy for the purposes described in the Third Letter the following books and records of the Company, for the period from January 1, 2006 through November 6, 2007:

•        minutes of the meetings of the Company’s Board of Directors and any committee thereof, that relate to any discussions concerning any acquisition, change of control of, or merger or other combination with, the Company, or any proposal or request for information related thereto;

•        any documents related to the engagement of, and discussions with, any financial advisors regarding the value to shareholders of various strategic alternatives, including approaches by potential buyers, the impact of acquisitions, or the estimated value to shareholders of remaining independent and implementing management’s operating plan;

•        any discussions, with either internal or outside counsel, with respect to the topic of defending the Company against unsolicited offers or change-of-control transactions; and

•        any presentations made to the Board of Directors or the senior management of the Company that relate to any of the foregoing topics.

The description of the Third Letter contained in this Schedule 13D is qualified in its entirety by reference to the Third Letter, which is included as Exhibit 4 to this Amendment No. 2 and is incorporated by reference herein. 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is amended to read in its entirety as follows:

There are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons and any other person with respect to any securities of the Company other than the governing documents of Discovery Group and the Partnerships, the margin loan facilities referred to under Item 3 of the Schedule 13D, the Joint Filing Agreements of the Reporting Persons with respect to the Schedule 13D that were included as exhibits thereto, the Joint Filing Agreement of the Reporting Persons with respect to this Amendment No. 2 included as Exhibit 1 to this Amendment No. 2, and the Powers of Attorney granted by Messrs Donoghue and Murphy with respect to reports under Section 13 of the Securities Exchange Act of 1934, as amended, which Powers of Attorney are included as Exhibit 2 and Exhibit 3 , respectively, to this Amendment No. 2.

Item 7.

Material to Be Filed as Exhibits

Exhibit 1:                Joint Filing Agreement dated as of November 7, 2007, by and among

Discovery Equity Partners, L.P., Discovery Group I, LLC; Daniel J. Donoghue; and Michael R. Murphy.

Exhibit 2:                Power of Attorney of Daniel J. Donoghue, dated as of August 24, 2006.

Exhibit 3:                Power of Attorney of Michael R. Murphy, dated as of August 24, 2006.

Exhibit 4:                Letter dated November 6, 2007 from Discovery Equity Partners, L.P. to the Board of Directors of Radyne Corporation

November 7, 2007

Date

DISCOVERY GROUP I, LLC,

for itself and as general partner of

DISCOVERY EQUITY PARTNERS, L.P.

Michael R. Murphy*

Signature

Michael R. Murphy, Managing Member

Name/Title

Daniel J. Donoghue*

Signature

Daniel J. Donoghue

Name/Title

Michael R. Murphy*

Signature

Michael R. Murphy

Name/Title

*By: /s/ Robert M. McLennan

Robert M. McLennan

Attorney-in-Fact for Daniel J. Donoghue

Attorney-in-Fact for Michael R. Murphy

Exhibit 1

Joint Filing Agreement dated as of November 7, 2007, by and among Discovery Equity Partners, L.P.; Discovery Group I, LLC; Daniel J. Donoghue; and Michael R. Murphy.

Exhibit 2

Power of Attorney of Daniel J. Donoghue, dated as of August 24, 2006

Exhibit 3

Power of Attorney of Michael R. Murphy, dated as of August 24, 2006

Exhibit 4

Letter dated November 6, 2007 from Discovery Equity Partners, L.P. to the Board of Directors of Radyne Corporation