SecProbe.io

February 15, 2013

Via E -mail
Mr. Fred Kornberg
Chief Executive Officer
Comtech Telecommunications Corp.
68 South Service Road
Suite 230
Melville, NY  11747

Re: Comtech  Telecommunications Corp.
Form 10-K for the Year Ended  July 31 , 2012
Filed September 26, 2012
  File No. 0-07928

Dear Mr. Kornberg :

 We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.  Please comply with the following comments in
future filings.  Confirm in writing that you will  do so and explain to us how you intend to
comply.   In some of our comments, we may ask you to provide us with  information so we may
better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
infor mation  or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comme nts, we may
have  additional comments.

Mr. Kornberg
Comtech Telecommunications Corp.
February 15, 2013
Page 2

 Form 10 -K for the Fiscal Year Ended July 31, 2012

Critical Accounting Policies, page 38

1. We note that goodwill represents 19% of your assets as of July 31, 2012 .  In light of the
significance of your goodwill balance, we expect robust and comprehensive disclosure
both in your footnote and in your critical accounting policies regarding your impairment
testing policy.   This disclosure should provide investors with sufficient informat ion about
management's insights and assumptions with regard to the recoverability of goodwill.
Specifically, in your next filing please disclose the following information for each
reporting unit (with material goodwill) that is at risk of failing step one of the goodwill
impairment test:

 Description of the methodology used to determine fair value
 Description of key assumptions used and how the key assumptions were
determined
 Discussion of the uncertainty associated with the key assumptions and any
poten tial events and/or circumstances that could have a negative effect on the
key assumptions.

Otherwise disclose,  if true, in your critical accounting policies that none of your reporting
units with significant goodwill is at risk of failing step one of the goodwill impairment
test. Please provide us your proposed disclosures.

Please file all correspondence over ED GAR.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable Exchange Act rules
require.   Since the  company and its management are in possession of all facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they
have made.

In responding to our comments, please provide  a written statement from t he company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with res pect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Mr. Kornberg
Comtech Telecommunications Corp.
February 15, 2013
Page 3

 You may contact Charles Eastman, Staff Accountant, at (202)  551-3794  or Terry French,
Accountant Branch Chief,  at (202) 551 -3828 if you have questions regarding comments on the
financial statements and related matters.  Please contact me at (202) 551 -3810 with any other
questions.

Sincerely,

/s/ Terry French for

Larry Spir gel
Assistant Director