The 28th Dynasty lasted from 404 BC to 398 BC and it includes only one Pharaoh, Amyrtaeus (Amenirdis), also known as Psamtik V or Psammetichus V. Amyrtaeus was probably the grandson of the Amyrtaeus of Sais, who carried on a rebellion in 465–463 BC with the Egyptian chief, Inarus (himself a grandson of Psamtik III), against the satrap Achaemenes of Achaemenid Egypt.

At the end of the 5th century BC, Amyrtaeus, a native Egyptian, revolted against Darius II, the Achaemenid Persian King and the last Pharaoh of the 27th Dynasty.

Amyrtaeus succeeded in expelling the Persians from Memphis in 405 BC with assistance from Cretan mercenaries, and in 404 BC, following the death of Darius, proclaimed himself Pharaoh of Egypt.

Artaxerxes II, Darius' successor as King of Persia, attempted to lead an expedition to retake Egypt but he failed to do so, due to political problems with his brother, Cyrus the Younger.

This allowed Amyrtaeus to consolidate his rule over Egypt.