Exhibit 10.1

           MODIFICATION NO. 3 TO AMENDED AND RESTATED REVOLVING CREDIT
      FACILITY AGREEMENT DATED DECEMBER 23, 1997 (the "Agreement") AND THE
          REVOLVING CREDIT NOTE IN THE PRINCIPAL AMOUNT OF TEN MILLION
                  DOLLARS DATED DECEMBER 23, 1997 (the "Note")

      THIS MODIFICATION NO. 3 OF THE AGREEMENT AND NOTE is made by and between
ANAREN MICROWAVE, INC. (the "Borrower") and MANUFACTURERS AND TRADERS TRUST
COMPANY (the "Bank") as of January 1, 2002. Capitalized terms not otherwise
defined herein shall have the meanings set forth in the Agreement or the Note.

1.    The definition of "Termination Date" stated in the Agreement as previously
      modified by prior modifications is hereby modified to now read as follows:

"Termination Date" shall mean the earlier of (i) December 31, 2006 or (ii) the
date of an Event of Default.

2.    References in the Agreement and the Note as previously modified which
      refer to the "Termination Date" shall be deemed to now refer to the
      definition set forth in this Modification No. 3.

3.    References in the Agreement and the Note as previously modified which
      refer to the applicable rate for LIBOR Loans as the LIBOR Interest Rate
      plus one hundred seventy five (175) basis points are hereby modified and
      now deemed to refer to the applicable rate for LIBOR Loans as the LIBOR
      Interest Rate plus one hundred twenty-five (125) basis points.

4.    The Borrower shall pay the Bank an annual facility fee equal to
      three-eighths percent (3/8%) of the Maximum Principal Amount ($37,500),
      which shall be payable quarterly in advance.

5.    All of the wholly-owned U.S. Subsidiaries of the Borrower, as formed from
      time to time, shall execute and deliver unconditional and continuing
      guarantees (in a form prescribed by the Bank) of the obligations owed by
      the Borrower to the Bank, including but not limited to those obligations
      represented by the Agreement and the Note, as modified from time to time.
      As the present date, the wholly-owned Subsidiaries are RF Power
      Components, Inc. and Amitron, Inc., each of which shall deliver such
      guarantees to Lender contemporaneous with this Modification No. 3.

6.    Except as specifically modified herein, all other terms of the Note and
      the Agreement as modified by any previous modification remain unchanged
      and in full force and effect.

7.    This Modification No. 3 shall only be effective when accepted by the Bank.


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<PAGE>

      IN WITNESS WHEREOF, The Borrower and Bank have agreed to the terms of and
have each executed and delivered this Modification No. 3, which is dated as of
first written above.

ANAREN MICROWAVE, INC.

By: S/Joseph E. Porcello, Vice President of Finance
    -----------------------------------------------
                                   Title

ACCEPTED:

MANUFACTURERS AND TRADERS TRUST COMPANY

By: S/David E. McKeon, Vice President
    ---------------------------------
                           Title

STATE OF NEW YORK                   )
                                    ) : ss:
COUNTY OF ONONDAGA                  )

      On the 18th day of January in the year 2002 before me personally came
JOSEPH E. PORCELLO to me known, who being by me duly sworn, did depose and say
that he resides at 218 Dawley Road, Fayetteville, NY 13066; that he is the Vice
President of Finance and Treasurer of ANAREN MICROWAVE, INC., the corporation
described in and which executed the above instrument; and that he signed his
name by authority of the board of directors of the corporation.

                                             S/Anne M. Savage
                                             --------------------------------
                                             Notary Public

STATE OF NEW YORK                   )
                                    ) : ss:
COUNTY OF ONONDAGA                  )

      On the 22nd day of January in the year 2002 before me personally came
DAVID E. MCKEON to me known, who being by me duly sworn, did depose and say that
he resides at Camillus, New York; that he is the Vice President of Manufacturers
and Traders Trust Company, the corporation described in and which executed the
above instrument; and that he signed his name by authority of the board of
directors of the corporation.

                                             S/Lynn A. Knittel
                                             --------------------------------
                                             Notary Public


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