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                                                                 EXHIBIT 10.22.3

                      THIRD AMENDMENT TO CREDIT AGREEMENT
                      -----------------------------------
                                        
     THIS THIRD AMENDMENT TO CREDIT AGREEMENT (the "Amendment") dated as of July
                                                    ---------                   
28, 1998, is entered into by and between POWERWAVE TECHNOLOGIES, INC. (the
                                                                          
"Borrower") and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION (the
---------                                                                  
"Bank").
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                                    RECITALS
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     A.  The Borrower and the Bank are parties to a Credit Agreement dated as of
August 1, 1997, as amended by a First Amendment to Credit Agreement dated as of
December 11, 1997, and as amended by a Second Amendment to Credit Agreement
dated as of April 28, 1998 (as so amended, the "Credit Agreement"), pursuant to
which the Bank has extended certain credit facilities to the Borrower.

     B.  The Borrower has requested that the Bank agree to a certain amendment
of the Credit Agreement.

     C.  The Bank is willing to amend the Credit Agreement, subject to the terms
and conditions of this Amendment.

     NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby agree as follows:

     1.  Defined Terms.  Unless otherwise defined herein, capitalized terms
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used herein shall have the meanings, if any, assigned to them in the Credit
Agreement.

     2.  Amendment to Credit Agreement.  Section 1.01 of the Credit Agreement
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is hereby amended at the defined term "Availability Period" by amending and
restating such defined term in its entirety as follows:

         "`Availability Period':  the period commencing on the date of this
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     Agreement and ending on the date that is earlier to occur of (a) September
     30, 1998, and (b) the date on which the Bank's commitment to extend credit
     hereunder terminates."

     3.  Representations and Warranties.  The Borrower hereby represents and
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warrants to the Bank as follows:

         (a) No default or Event of Default has occurred and is continuing.

         (b) The execution, delivery and performance by the Borrower of this
Amendment have been duly authorized by all necessary corporate and other action
and do not and will not require any registration with, consent or approval of,
notice to or action by, any Person (including any governmental authority) in
order to be effective and enforceable.  The Credit Agreement as amended by this
Amendment constitutes the legal, 

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valid and binding obligations of the Borrower, enforceable against it in
accordance with its respective terms, without defense, counterclaim or offset.

         (c) All representations and warranties of the Borrower contained in the
Credit Agreement are true and correct.

         (d) The Borrower is entering into this Amendment on the basis of its
own investigation and for its own reasons, without reliance upon the Bank or any
other Person.

     4.  Effective Date.   This Amendment will become effective as of the date
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first above written, provided that the Bank has received from the Borrower a
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duly executed original (or, if elected by the Bank, an executed facsimile copy)
of this Amendment.

     5.  Reservation of Rights.   The Borrower acknowledges and agrees that the
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execution and delivery by the Bank of this Amendment shall not be deemed to
create a course of dealing or otherwise obligate the Bank to execute similar
amendments under the same or similar circumstances in the future.

     6.  Miscellaneous.
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         (a) Except as herein expressly amended, all terms, covenants and
provisions of the Credit Agreement are and shall remain in full force and effect
and all references therein and in the other Credit Documents to such Credit
Agreement shall henceforth refer to the Credit Agreement as amended by this
Amendment.  This Amendment shall be deemed incorporated into, and a part of the,
Credit Agreement.

         (b) This Amendment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.  No third party
beneficiaries are intended in connection with this Amendment.

         (c) This Amendment shall be governed by and construed in accordance
with the law of the State of California.

         (d) This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument.  Each of the parties hereto
understands and agrees that this document (and any other document required
herein) may be delivered by any party thereto either in the form of an executed
original or an executed original sent by facsimile transmission to be followed
promptly by mailing or a hard copy original, and that receipt by the Bank of a
facsimile transmitted document purportedly bearing the signature of the Borrower
shall bind the Borrower with the same force and effect as the delivery of a hard
copy original.  Any failure by the Bank to receive the hard copy executed
original of such document shall not diminish the binding effect of receipt of
the facsimile transmitted executed original of such document which hard copy
page was not received by the Bank.

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         (e) This Amendment, together with the Credit Agreement, contains the
entire and exclusive agreement of the parties hereto with reference to the
matters discussed herein and therein.  This Amendment supersedes all prior
drafts and communications with respect thereto.

         (f) If any term or provision of this Amendment shall be deemed
prohibited by or invalid under any applicable law, such provision shall be
invalidated without affecting the remaining provisions of this Amendment or the
Credit Agreement, respectively.

     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first above written.



                             POWERWAVE TECHNOLOGIES, INC.


                             By:     /s/ Bruce C. Edwards
                                     -----------------------------------------
                             Name:   Bruce C. Edwards
                             Title:  President and Chief Executive Officer


                             By:     /s/ Kevin T. Michaels
                                     -----------------------------------------
                             Name:   Kevin T. Michaels
                             Title:  Vice President, Finance and
                                     Chief Financial Officer



                             BANK OF AMERICA NATIONAL
                             TRUST AND SAVINGS ASSOCIATION


                             By:     /s/ Debra G. Staiger
                                     -----------------------------------------
                             Name:   Debra G. Staiger
                             Title:  Vice President

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