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CORRESP
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            May 2,
            2008

            Michele Anderson

            Legal Branch Chief

            United States Securities and Exchange Commission

            Division of Corporation Finance

            100
            F Street, N.E.

            Washington, D.C. 20549

                            Re:

                            Comtech Telecommunications Corp.

                            Form 10-K for fiscal
                            year ended July 31, 2007

                            Filed September 19,
                            2007

                            File No.
                            0-07928

            Dear
            Ms. Anderson:

            On behalf of our client, Comtech Telecommunications Corp. (the
            “Company”), I am responding to your letter dated April 3, 2008 to Mr. Fred
            Kornberg (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.

            Management’s Discussion and Analysis of Financial Condition
            and Results of Operations

            Liquidity and Capital Resources, page 34

                            1.

                            In the future, please provide a more detailed
                            discussion of your ability to meet both your short-term and long-term
                            liquidity needs rather than vaguely referring to “the foreseeable
                            future.” We consider “long term” to be the period in
                            excess of the next twelve months. See Section III.C. of Release no.
                            34-26831 and footnote 43 of Release no. 34-48960. You should also
                            revise to quantify and distinguish between your material short-term and
                            long-term liquidity requirements, to the extent
                            practicable.

            PROSKAUER ROSE LLP

            Michele
            Anderson

            Legal
            Branch Chief

            United
            States Securities and Exchange Commission

            May 2,
            2008

            Page
            2

            Response:

            The
            Company will, in future filings, provide a more detailed discussion of its ability to
            meet both short-term and long-term liquidity needs. In addition, in future filings, and
            to the extent practicable, it will quantify and distinguish between its material
            short-term and long-term liquidity requirements.

            Definitive Proxy Statement Incorporated by Reference into Part III
            of Form 10-K

            Compensation Discussion and Analysis, page 10

                            2.

                            We note your disclosure on pages 15 and 22 that
                            annual incentives for Messrs. Burt and McCollum were payable upon the
                            attainment of “pre-set performance goals,” including
                            operating profit, free cash flows, new orders and personal goals.
                            Please disclose the specific performance goals in future filings. To
                            the extent you believe that disclosure of the objectives or targets is
                            not required because it would result in competitive harm such that you
                            may omit this information under Instruction 4 to Item 402(b) of
                            Regulation S-K, please provide in your response letter a detailed
                            explanation of such conclusion. Also clarify how the ECC determined
                            Messrs. Burt and McCollum’s actual performance achievement rates
                            under the pre-set terms of the performance goals.

            Response:

            We
            are dividing our response into two sections: (A) the Company’s conclusion that
            disclosure of the objectives or targets is not required because it would result in
            competitive harm and the information is not material and (B) the Company’s
            response to how the Executive Compensation Committee (“ECC”) determined
            Messrs. Burt and McCollum’s actual performance achievement rates under the
            pre-set terms of the performance goals.

            A. Disclosure of the Objectives Is Not Required
            Because It Would Result in Competitive Harm and the Information is Not
            Material

            For
            the reasons set forth below, the Company believes that the public disclosure of any of
            the specific pre-set performance objectives or targets (both for prior periods and
            future periods) relating to operating profit, free cash flows, new orders and personal
            goals for the operations under each executive’s supervision (the
            “Confidential Performance Targets”) is not required because the information
            is confidential and disclosure would result in substantial harm to the Company’s
            competitive position. Accordingly, on behalf of the Company, we request that the
            Commission grant confidential treatment to the Confidential Performance
            Targets.

            PROSKAUER ROSE LLP

            Michele
            Anderson

            Legal
            Branch Chief

            United
            States Securities and Exchange Commission

            May 2,
            2008

            Page
            3

            The
            Company also believes that disclosure of each individual pre-set performance objective
            or target is not material to an understanding of the annual bonus plan or actual annual
            bonus payouts for Messrs. Burt and McCollum. In particular, as discussed in more detail
            below, due to the weighting of each individual performance goal, each individual goal
            in and of itself is not material to an understanding of the Company’s non-equity
            incentive compensation and should not be required to be disclosed in any
            case.

            Background Information

            Mr.
            Burt is responsible for the day-to-day oversight of the Company’s subsidiaries
            that sell telecommunications transmission products known as over-the-horizon microwave
            products and Mr. McCollum is responsible for the day-to-day oversight of the
            Company’s subsidiaries that sell telecommunications transmission products known
            as satellite earth station products. The aggregated financial results for these product
            lines are reported in the Company’s telecommunications transmission segment in
            its SEC filings. The specific pre-set performance goals for Messrs. Burt and McCollum
            were not based on company-wide reported results. The eligible bonus that Messrs. Burt
            and McCollum could earn was based on a percentage of their relevant subsidiary’s
            or subsidiaries’ pre-tax profits for each of their respective product lines and
            their composite performance on pre-defined performance targets. Notwithstanding these
            pre-set performance goals, as the Company disclosed in its proxy, the ECC can use its
            discretion to reduce the level of annual incentive payouts to any amount lower than the
            calculated amount, based on actual performance.

            The
            actual fiscal 2007 performance measures and related weightings for Messrs. Burt and
            McCollum are as set forth in the table below:

                            Fiscal 2007 Performance
                            Measures1

                                Operating

                                Profit

                                New Orders

                                Free Cash

                                Flow

                                Personal Goals

                                Total

                            Richard L. Burt

                            25%

                            25%

                            25%

                            25%

                            100%

                            Robert L. McCollum

                            25%

                            25%

                            25%

                            25%

                            100%

            Although the Company did not disclose the above table in the
            Company’s Definitive Proxy Statement on Form 14A filed November 1, 2007 (the
            “2007 Proxy Statement”), a similar table

            _________________________

            1  The percentages in this table
            represent the percentage of the total cash bonus goal related to each specific pre-set
            performance measure. Except for personal goals, the percentage for each performance
            measure can be decreased or increased proportionally as a function of the achievement
            of each goal, ranging from a minimum of 70% achievement up to a maximum of 150%
            achievement. Since personal goals can only be achieved at a maximum payout of 25%, the
            aggregate maximum bonus that can be paid to any individual is equal to 137.5% of their
            respective annual bonus target rate. Achievement of less than 70% of any performance
            measure goal results in no credit for that respective performance measure.

            PROSKAUER ROSE LLP

            Michele
            Anderson

            Legal
            Branch Chief

            United
            States Securities and Exchange Commission

            May 2,
            2008

            Page
            4

            was
            disclosed in Item 1.01 “Entry into a Material Definitive Agreement” in the
            Company’s Form 8-K, dated October 9, 2006 and filed with the SEC on October 12,
            2006. In that Form 8-K filing, the Company indicated that it was not disclosing the
            specific pre-set performance goals (e.g., New Orders of $X) because the Company
            believed these amounts are confidential business information, the disclosure of which
            could have an adverse effect on the Company. Personal goals include confidential
            specific operational goals including product development, marketing to targeted
            customers, staffing improvements and other goals that are consistent with the
            Company’s overall short-term and long-term confidential business.

            Enhanced Disclosure To Be Provided by the Company

            As
            applicable, the Company intends to include the above table (and related information
            contained in the footnote) in its future proxy statement, to help enhance the
            reader’s understanding of Messrs. Burt’s and McCollum’s bonus
            arrangement. The Company will also disclose, in general terms, the nature of the
            principal personal goals (i.e., that they relate to product development, marketing to
            targeted customers, and operational and staffing improvements).

            The
            Company recognizes that by omitting the specific performance targets in its filings, it
            is required to discuss in more detail how difficult it will be for each executive or
            how likely it will be for the executive or the business unit to achieve the undisclosed
            target level, factor or criteria. I note that on page 22 of the 2007 Proxy Statement,
            the Company disclosed that although the maximum achievement level could have been as
            high as 137.5% of target bonus, only 91.45% and 74.01% was achieved respectively for
            Mr. McCollum and Mr. Burt. As disclosed in the Company’s proxy on Page 22, the
            percentage for Mr. Burt was not impacted by the use of the ECC’s discretion to
            reduce the amount payable; however, the ECC made a downward discretionary adjustment to
            Mr. McCollum’s award so that amounts not paid to him could be reallocated to
            other employees’ fiscal 2007 bonuses.

            In
            future filings, the Company will enhance its disclosures relating to the ECC’s
            view of the difficulty of achieving the pre-determined goals by making a specific
            statement of the ECC’s view.

            Legal Analysis and Detailed Explanation of Reasons For Confidential
            Treatment

            Section 552(b)(4) of the Freedom of Information Act (“FOIA”)
            protects persons from the competitive disadvantages which would result from publication
            of confidential financial or commercial data. See National
            Parks and Conservation Ass’n v. Morton, 498 F.2d 765,
            768 (D.C. Cir. 1974) (“National Parks
            I”). In National Parks
            I the court stated that:

            PROSKAUER ROSE LLP

            Michele
            Anderson

            Legal
            Branch Chief

            United
            States Securities and Exchange Commission

            May 2,
            2008

            Page
            5

            commercial or financial matter is “confidential” for
            purposes of the 5 U.S.C. § 552(b)(4) exemption if disclosure of the
            information is likely to have either of the following effects: (1) to impair the
            Government’s ability to obtain necessary information in the future; or (2) to
            cause substantial harm to the competitive position of the person from whom the
            information was obtained. Id. at
            770.

            In Burke Energy Corporation v. Department of
            Energy, 583 F. Supp. 507, 511 (Dist. Kan. 1984), the court
            stated that the types of information that the courts have held to be within the Section
            552(b)(4) exemption include: sales and profit data, breakdown of sales, market share
            data, and business statistics including total net sales. Courts have upheld the
            redaction and confidential treatment of financial information where disclosure of such
            information “would provide competitors with valuable insights into the
            company’s operations, give competitors pricing advantages over the company, or
            unfairly advantage competitors in future business negotiations.”
            People for the Ethical Treatment of Animals v. United States
            Department of Agriculture, No. 03-C195SBC, 2005 U.S. Dist.
            LEXIS 10586, at *14 (Dist. D.C. 2005), citing National Parks
            & Conservation Assoc. v. Kleppe, 547 F.2d 673, 684 (D.C.
            Cir. 1976) (“National Parks
            II”). In National Parks
            II the court held that, with the disclosure of detailed and
            comprehensive financial records, “the likelihood of substantial harm to . . .
            competitive positions to be virtually axiomatic.” 547 F.2d at 684.

            For
            the reasons described below, the Company’s request for confidential treatment is
            consistent with the forgoing authority. The Company seeks confidential treatment for
            information which is financial and commercial and, as set forth in the second prong of
            the National Parks I test,
            disclosure of the information would cause substantial harm to the competitive position
            of the Company.

            The
            Confidential Performance Target information is the type of information that is specific