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CORRESP
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                www.comtechtel.com

                68 South Service
      Road ¨ Melville, New
      York 11747

              Telephone  (631) 962-7000 ¨ Fax (631) 962-7001

    March 9,
2010

    Mr. Larry
Spirgel

    Assistant
Director

    United
States Securities and Exchange Commission

    Division
of Corporate Finance

    100 F
Street, N.E.

    Washington,
D.C. 20549

              RE:

              Comtech
      Telecommunications Corp.

    Form
10-K for the year ended July 31, 2009 (the “Form 10-K”)

    Filed
September 23, 2009

    File
No. 0-07928

    Dear Mr.
Spirgel,

    I am
responding to your letter dated February 2, 2010 offering comments on the
above-referenced filing (the “Comment Letter”).  To facilitate your
review, I have repeated your original comments in the Comment Letter as set
forth below in bold type and have listed the Company’s corresponding response
below it in ordinary type.

    Backlog, page
15

    1.
If true, please clarify to state that the backlog amounts disclosed are firm and
for government contracts, such amounts are funded and the contracts are awarded
and signed. Otherwise, disclose the value of backlog orders that you believe to
be firm (including nature and amounts of government orders that are firm but not
yet funded and the contracts awarded but not yet signed), as of a recent date
and as of a comparable date in the preceding fiscal year. Additionally, please
disclose segment backlog if material to the understanding of the business taken
as a whole. Refer to Item 101 (c)(l)(viii) and related Instruction as set forth
in Regulation S-K.

    Response

    We
confirm that as of July 31, 2009, our backlog consists solely of orders that we
believe to be firm. We confirm that backlog for U.S. government orders is
derived from U.S. government contracts that have been awarded, signed and
funded. For clarity, in future Form 10-K filings, in addition to our existing
disclosures relating to backlog and government contracts, we will include an
affirmative statement as follows:

    “Our
backlog consists solely of orders that we believe to be firm. Backlog that is
derived from U.S. government orders relates to U.S. government contracts that
have been awarded, signed and funded.”

        Page 1 of
15

    We note
that in addition to disclosing our total backlog of approximately $549.8 million
as of July 31, 2009, our Form 10-K discloses that $438.2 million of our total
backlog relates to our mobile data communications segment, of which a
substantial portion is for the shipment or the inclusion of new MTS ruggedized
computers and related accessories (see page 43 of our Form 10-K).  The
remainder of our backlog as of July 31, 2009, $111.6 million (which can be
arithmetically calculated by a reader of our Form 10-K), relates to our two
other segments and we believe that disclosure of such amounts by each of these
two segments is not material to an understanding of our business, taken as a
whole. The $111.6 million primarily consists of orders for our
telecommunications transmission and RF microwave amplifier segments’ products.
As described in our Form 10-K, these products, which include our satellite earth
station modems and satellite earth station traveling wave tube amplifiers,
respectively, generally have short lead times and are extremely subject to
short-term fluctuations in customer demand. As we have disclosed in our Form
10-K, on page 43, bookings, sales and profitability for each of these two
segments can fluctuate dramatically from period-to-period. If future
circumstances, such as the receipt of a large material telecommunications
transmission or RF microwave amplifiers segment contract, lead us to conclude
that disclosing the specific amount of backlog for our remaining individual
segments is material to an understanding of our business, taken as a whole, we
will disclose backlog by segment.

    Evaluation of Disclosure
Controls and Procedures, page 58

    2.
Please confirm, if true, that your management concluded that your disclosure
controls and procedures were "effective" as of the end of the fiscal year. In
future filings, please include disclosure clearly stating management's
conclusion regarding the effectiveness of your disclosure controls and
procedures. See Item 307 of Regulation S-K.

    Response

    Based on
the evaluation of disclosure controls and procedures, described in Part II –
Item 9A. Controls and Procedures (see page 58 of our Form 10-K), we confirm that
our Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were effective, as of the end of the period
covered by the report, to provide reasonable assurance that the information
required to be disclosed by us in reports filed under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized
and reported within the time periods specified in the SEC’s rules and
forms.

    Commencing
with our Report on Form 10-Q filed on March 3, 2010, we have and in future
filings will specifically state in Item 4. Controls and Procedures whether,
based on an evaluation of disclosure controls and procedures, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures were effective, as of the end of the period covered by
the report, to provide reasonable assurance that the information required to be
disclosed by us in reports filed under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and
forms.

        Page 2 of
15

    (c) Revenue Recognition,
page F-9

    3.
Please expand your disclosure to include your basis for stating amounts related
to contracts in progress, including policies with respect to accounting for
indirect costs. Refer to ASC 912-235-50-1.

    Response

    For the
Staff’s convenience, we note that we disclosed our policy relating to
work-in-process inventory in Note “(1)(e) Inventories” on page F-11 of our Form
10-K. Although not specifically clarified in our Form 10-K, our work-in-process
inventory includes amounts related to our
contracts-in-progress.  Commencing with our Report on Form 10-Q filed
on March 3, 2010, we have and in future filings will make such clarification.
Also, commencing with our Report on Form 10-Q filed on March 3, 2010, to expand
our disclosures as requested, we have and in future filings will note in our
revenue recognition accounting polices that amounts related to
contracts-in-progress do not include indirect costs, such as general and
administrative, which are charged to expense as incurred and are not included in
our work-in-process (including our contracts-in-progress) inventory or cost of
sales.

    (2) Acquisitions, page
F-17

    4.
We note that on a pro forma basis, your total revenues for the year ended July
31, 2008 would have been $682 million, had you acquired Radyne at the beginning
of that fiscal year. Please clarify the disclosure in your MD&A to state why
despite a full year of operations following its acquisition, Radyne did not
appear to positively impact your sales. In this regard, we note your disclosures
in the second and third paragraphs on page 19.

    Response

    When
comparing our actual fiscal 2009 revenues of $586.4 million to pro-forma fiscal
2008 revenues of $682.4 million, we believe it is important to note that our
consolidated sales in fiscal 2009 reflect significantly lower sales of our
legacy Movement Tracking Systems (“MTS”) products which are included in our
mobile data communications segment. In this regard, we also note that we
received over $378.7 million of orders for new MTS equipment for which the
substantial majority could not be shipped in fiscal 2009. We discussed these
shipment delays in Item 7. “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” on page 45 of our Form 10-K as
follows:

          Page 3 of
15

    In
January 2009, we received a $281.5 million purchase order from the U.S. Army for
new MTS third-party produced ruggedized computers and related accessories. This
order is the single largest order received in our history. In addition, in April
2009, we received an order for $97.2 million for the supply of MTS systems which
include both mobile satellite transceivers and MTS third-party
ruggedized computers. Except for some nominal deliveries we made late in fiscal
2009, the U.S. Army has requested these orders be delivered during fiscal
2010.

    Based on
the foregoing disclosures, we believe that a reader of our MD&A can readily
conclude that had we been able to ship more than just a nominal amount of our
MTS orders for new equipment in fiscal 2009, our actual revenues in fiscal 2009
would have easily met or even exceeded the $682.4 million of pro-forma fiscal
2008 revenues.

    We did,
in our Form 10-K, qualitatively describe how the Radyne acquisition positively
impacted our sales results for fiscal 2009. As described in our Form 10-K,
amidst the most challenging global economic environment in decades, in fiscal
2009, Comtech and Radyne delivered combined sales of $586.4
million.  Notwithstanding the MTS shipment delays, this was a record
amount of sales for Comtech and was clearly attributable to the positive impact
of the Radyne acquisition, which was offset by a decline in MTS shipments. In
this regard, we refer you to the below disclosure which is in Item 7.
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations” on page 45 of our Form 10-K, and explains the positive impact that
Radyne had on our sales:

    Consolidated
net sales were $586.4 million and $531.6 million for fiscal 2009 and fiscal
2008, respectively, representing an increase of $54.8 million, or 10.3%. The
year-over-year increase in net sales is primarily attributable to our
acquisition of Radyne which significantly benefited both our telecommunications
transmission and RF microwave amplifiers segments. As further discussed below,
these increases were partially
offset by a significant decline in shipments by our mobile data communications
segment to the U.S. Army, pursuant to their request. (Emphasis
added.)

    We did
not specifically quantify the amount of Radyne sales included in our fiscal 2009
results because we do not view Radyne-branded product sales as a meaningful
distinct measure of our performance. As discussed in detail in Item 7.
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations,” on pages 39 and 40 of our Form 10-K, within the first few days
following the acquisition, we integrated many of Radyne’s functions and products
into our existing similar operations. We note the following disclosure in our
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations” on page 39:

          Page 4 of
15

    Our
combined satellite earth station sales and marketing team now offers current and
prospective customers an expanded one-stop shopping approach by providing them
the opportunity to buy Comtech and/or Radyne branded products. In addition, we
are continuing to integrate and share technology across our product lines. These
strategies have resulted in individual brands becoming less distinguishable and
historical sales patterns and mix less relevant. As a result, we believe that
period-to-period comparisons of individual brands as indicators of our
performance are not meaningful.

    In
conclusion, we believe our disclosures in our Form 10-K provide a reader with an
understanding that (i) total Company revenues in fiscal 2009 were adversely
impacted by our MTS customer’s delivery requirements for MTS orders received in
fiscal 2009, (ii) the Radyne acquisition clearly benefited fiscal 2009 sales in
both our telecommunications transmission and RF microwave amplifiers segments,
and (iii) but for the impact of those aforementioned MTS delivery requirements,
revenues in fiscal 2009 would have easily met or even exceeded the $682.4
million of pro-forma combined fiscal 2008 revenues.

    13. Customer and Geographic
Information, page F-28

    5.
Please disclose revenues attributed to foreign countries in total and your basis
for attributing revenues from external customers to individual countries. Refer
to ASC 280-10-50-41.

    Response

    Note 13
of our audited consolidated financial statements, included in our Form 10-K on
page F-28, discloses the percentage of our consolidated net sales that are
derived from all foreign customers. This percentage is noted in the
“international” total line and enables a reader who desires the information to
arithmetically calculate the dollar amount of international or foreign sales.
Nevertheless, at the Staff’s request, commencing with our Report on Form 10-Q
filed on March 3, 2010, we have and in future filings will, in addition to this
percentage, disclose the actual dollar amount of such revenues attributable to
our international customers in total.

    In our
Form 10-K, we did not disclose sales to any individual country, other than the
U.S., because such sales were individually immaterial.  In this
regard, we note that sales to any individual foreign country did not exceed 2.5%
of our consolidated net sales for any of the three fiscal years ended July 31,
2009, 2008 or 2007.

    In
attributing revenues to individual international countries, we include both
direct sales to such countries as well as indirect sales to customers for known
inclusion in products that will be sold to such countries. This is the same
basis that we use to attribute revenues to international customers in total and
is also what we disclosed as our policy in Note 13 of our audited consolidated
financial statements included in our Form 10-K.

          Page 5 of
15

    Commencing
with our Report on Form 10-Q filed on March 3, 2010, we have and in future
filings will clarify that our policy relating to international sales also
applies to attributing sales to individual foreign countries.  We will
also disclose sales to individual countries in future filings, if
required.

    Valuation and Qualifying
Accounts and Reserves, page S-1

    6.
Please tell us and disclose in your MD&A why your provision for inventory
reserves in 2009 more than doubled over 2008.

    Response

    It is
important to note that our inventory provision in fiscal 2008 does not include
any amounts associated with the Radyne acquisition, which as discussed in our
Form 10-K, was completed on August 1, 2008 (the beginning of our 2009 fiscal
year).

    With that
in mind, the following table details the increase in our inventory provision
(dollars in millions):

                Provision
      for fiscal year ended July 31, 2008

              $
              2.4

                Incremental
      provision

              2.1
               (a)

                Write-down
      associated with discontinued products

              1.2
               (b)

                Provision
      for fiscal year ended July 31, 2009

              $
              5.7

              (a)

              As
      disclosed on page 47 of our Form 10-K, we regularly review our inventory
      and record a provision for excess and obsolete inventory based on
      historical and projected usage assumptions. Given the overall decline in
      the economy that occurred in fiscal 2009 and which was anticipated to
      continue in fiscal 2010, our provision for inventory reserves increased
      accordingly. As noted above, this amount includes incremental provision
      for Radyne inventory, which we acquired on August 1, 2008 (the beginning
      of our 2009 fiscal year).

              (b)

              As
      disclosed on page 47 of our Form 10-K, we recorded a total of $1.2 million
      related to the write-down of inventory to net realizable value