Exhibit 10.19
                                                                   -------------

                       SECOND AMENDMENT TO LOAN AGREEMENT


     THIS SECOND AMENDMENT TO LOAN AGREEMENT (the "Second  Amendment"),  is made
and entered into this _____ day of April,  2004, 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,  which was amended by an Amendment to Loan Agreement dated May 2, 2003
(as amended, 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,  2006,  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
     Second 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 Second 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  Second  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.


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          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 Second  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 Second Amendment.


     IN WITNESS WHEREOF, and intending to be legally bound hereby, the Borrower,
the Lenders and the Agent have  caused this Second  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                        Myron Levy, CEO
Asst. Secretary
                                      By:
------------------------------------      ------------------------------------
Margaret M. Guzzetti                        Anello C. Garefino, Vice President
Asst. Secretary


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


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

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


                                     FULTON BANK


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

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




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