Exhibit 10.12
                                                                   -------------
                           AMENDMENT TO LOAN AGREEMENT


               THIS AMENDMENT TO LOAN AGREEMENT (the  "Amendment"),  is made and
entered into this _____ day of May, 2003, by and among HERLEY  INDUSTRIES,  INC.
(the "Borrower"), MANUFACTURERS AND TRADERS TRUST COMPANY, successor in interest
to  Allfirst  Bank,  and  FULTON  BANK (each a "Lender"  and  collectively,  the
"Lenders") and MANUFACTURERS AND TRADERS TRUST COMPANY, successor in interest to
Allfirst Bank, as agent (in such capacity, the "Agent").

                               B A C K G R O U N D

A.   Borrower has  borrowed  from Lenders and desires to continue to borrow from
     Lenders in connection with the operation of its  business(es).  On June 19,
     2002,  the parties  entered into a Loan  Agreement,  upon which monies have
     been advanced (the "Loan  Agreement").  The Loan Agreement is  incorporated
     herein by reference  and made a part  hereof.  All  capitalized  terms used
     herein without  definition  which are defined in the Loan  Agreement  shall
     have the meanings set forth therein.

B.   Borrower has  requested  Lenders to amend  certain  provisions  of the Loan
     Agreement.

C.   The  parties  desire  to enter  into  this  Amendment  to  effectuate  such
     amendments.

D.   Borrower  has no  defense,  charge,  defalcation,  claim,  plea,  demand or
     set-off against the Loan Agreement or any of the Loan Documents.

NOW,  THEREFORE,  for  valuable  consideration,   receipt  of  which  is  hereby
acknowledged,  and  intending to be legally  bound  hereby,  the parties  hereto
covenant and agree as follows:

     1.   That the above Background is incorporated herein by reference.

     2.   That  Section  1.1 of the Loan  Agreement  be and hereby is amended by
          amending the definition of "Revolving Credit Maturity Date" to read in
          its entirety as follows:

               "Revolving  Credit  Maturity  Date":  January 31,  2005,  or such
               earlier date on which the Revolving Credit Notes shall become due
               and payable, whether by acceleration or otherwise.

     3.   That the  Borrower  reaffirms  and restates  the  representations  and
          warranties set forth in Section 7 of the Loan Agreement, as amended by
          this Amendment,  and all such  representations and warranties shall be
          true and  correct on the date hereof with the same force and effect as
          if made on such  date,  except  as they may  specifically  refer to an
          earlier   date(s).   The  Borrower   represents  and  warrants  (which
          representations   and  warranties  shall  survive  the  execution  and
          delivery  hereof) to the Agent and the Lenders that (i) this Amendment
          has been duly  authorized,  executed and  delivered  and  constitute a
          legal,  valid  and  binding   obligation  of  the  Borrower,   and  is
          enforceable in accordance with its terms;  (ii) the Borrower is not in
          default under the Loan  Agreement or any of the other Loan  Documents,
          and the  Borrower  is in full  compliance  with all of the  terms  and
          conditions  thereof;  (iii) no event exists,  or is likely to exist in
          the future,  which with the  passage of time,  notice,  or both,  will
          constitute a default under the Loan Agreement or any of the other Loan
          Documents; and (iv) there have been no material adverse changes in the
          Borrower's  financial  condition or  operations  which would cause the
          Borrower  to be in  default  under  any  of  the  financial  covenants
          contained in the Loan  Documents.  Borrower shall update all Schedules
          as of the date of this Amendment.

     4.   That the terms and  conditions,  paragraph  sections,  collateral  and
          guaranty  requirements,  representations  and  warranties  of the Loan
          Agreement and Loan Documents,  together with all understandings by and
          between the  parties to this  Amendment  evidenced  by writings of the
          same or subsequent  date not in conflict with the above  modifications
          under  this  Amendment  shall  remain in full  force and effect as the
          agreement  of the  parties  relative  to the  Loans,  and  are  hereby
          ratified,  reaffirmed and confirmed. Any past, present or future delay
          or  failure of the Agent and the  Lenders to demand or enforce  strict
          performance  of each term and condition of the Loan Agreement and Loan
          Documents,  and any past,  present  or future  delay or failure of the
          Agent or the Lenders to exercise any right,  power or privilege  shall
          not be deemed or construed as a waiver with respect to the same or any
          other matter, or preclude the future exercise of such right,  power or
          privilege, or be construed or deemed to be a waiver of or acquiescence
          in any such default.

     5.   That all references to the Loan Agreement,  the Loan Documents and the
          other documents and instruments delivered pursuant to or in connection
          therewith,  as well as in  writings  of the same or  subsequent  date,
          shall mean the Loan Agreement as amended hereby and as each may in the
          future be amended,  restated,  supplemented  or modified  from time to
          time. Further,  all references to Allfirst Bank in the Loan Agreement,
          the Loan Documents and the other documents and  instruments  delivered
          pursuant to or in  connection  therewith  shall be deemed to have been
          made and to refer to  Manufacturers  and Traders Trust Company,  a New
          York banking corporation, successor in interest to Allfirst Bank.

     6.   That the  parties  hereto  shall,  at any time,  and from time to time
          following  the  execution of this  Amendment,  execute and deliver all
          such further  instruments  and take all such further  action as may be
          reasonably  necessary  or  appropriate  in  order  to  carry  out  the
          provisions of this Amendment.



<PAGE>



               IN WITNESS WHEREOF, and intending to be legally bound hereby, the
Borrower, the Lenders and the Agent have caused this Amendment to be executed by
their proper corporate officers thereunto duly authorized as of the day and year
first above written.

ATTEST:                                                HERLEY INDUSTRIES, INC.,


                                          By:
------------------------------------            -------------------------------
Margaret M. Guzzetti, Asst Secretary              Myron Levy, CEO

                                          By:
------------------------------------          ----------------------------------
Margaret M. Guzzetti, Asst Secretary          Anello C. Garefino, Vice President



                                        MANUFACTURERS AND TRADERS TRUST COMPANY,
                                         successor in interest to Allfirst Bank,
                                         in its capacities as Agent and Lender


                                          By:
                                               --------------------------------

                                          Title:
                                                -------------------------------


                                        FULTON BANK


                                          By:
                                               --------------------------------

                                          Title:
                                                -------------------------------