Millimeter wave (mW) communication is one of the key enabling technologies for meeting the vast data demand growth and bandwith scarcity. It offers higher bandwidth which resuls in higher capacity. To improve the user experience in the 5G communication, it is proposed to utilize the composition of microwave (μ, W) and mW Networks. On the other hand, an ultra-dense Network (UDN) has been envisioned as a promising Network paradigm for spectrum efficiency (SE) enhancement. In this paper, the Cellular Network using TDD duplexing, consists of both mW and μ, W base stations. BSs and users are distributed in indoor and outdoor environments. Our aim is to calculate the spectral efficiency for both mW and μ, W sysyems, based on the BSs and users distribution. Moreover, the effect of BS density on spectral efficiency is evaluated. Finally, the problem of maximizing the downlink rate is formulated and solved as a linear optimization problem so that the minimum uplink rate is guaranted. The simulation results show that by servicing both mW and μ, W simultaneously on uplink and downlink, high SE can be achieved and with the help of optimal resources allocation, the Network’, s perfomance is improved significantly.