Exhibit 10.29

                        FIFTH AMENDMENT TO LOAN AGREEMENT

     THIS FIFTH AMENDMENT TO LOAN AGREEMENT (the "Fifth Amendment"), is made and
entered  into this  __3rd___  day of  ___March___,  2006,  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,
a Second  Amendment to Loan Agreement dated April 20, 2004, a Third Amendment to
Loan Agreement  dated January 28, 2005 and a Fourth  Amendment to Loan Agreement
dated  June  __9th____,  2005  (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":  March 31, 2008, 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
Fifth 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 Fifth
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

<PAGE>

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 Fifth Amendment evidenced by writings of the same or subsequent date not in
conflict with the above modifications under this Fifth 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 Fifth  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 Fifth
Amendment.


                                      -2-
<PAGE>


     IN WITNESS WHEREOF, and intending to be legally bound hereby, the Borrower,
the Lenders and the Agent have  caused  this Fifth  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.,


     /S/ John  Kelley                 By:     /S/ Myron Levy
 ------------------------------           ----------------------------
John Kelley, President                            Myron Levy, CEO

     /S/ John  Kelley                 By:     /S/ Anello C. Garefino
 ------------------------------           --------------------------------------
John Kelley, President                        Anello C. Garefino, Vice President



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


                                       By:     /S/ Jane E. Kline
                                           -------------------------------
                                              Jane E. Kline
                                              Title: Vice President


                                       FULTON BANK


                                       By: /S/ William Kepler
                                           -------------------------------
                                              William Kepler
                                              Title:  Senior Vice President
                                           -------------------------------