SecProbe.io

Mail Stop 3561
        January 24, 2007

Via Fax & U.S. Mail

Mr. Gary L. McArthur
Vice President and Chief Financial Officer
1025 West NASA Boulevard
Melbourne, Florida 32919

Re: Harris Corporation
 Form 10-K for the year ended June 30, 2006
Filed September 7, 2006
 File No. 001-03863

Dear Mr. McArthur:

We have reviewed your filing and have the following comments.  Unless
otherwise indicated, we think you should revi se your document in future filings in
response to these comments.  If you disagree, we will consider your explanation as to
why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us
with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

Form 10-K for the year ended June 30, 2006

Management’s Discussion and Analysis

Critical Accounting Policies and Estimates, page 47
– Provisions for Excess and Obsolete Inventory Losses

Mr. Gary L. McArthur
Harris Corporation
January 24, 2007 Page 2

1. We note your disclosure that if you determine that your inventory is undervalued,
you may have overstated “cost of sales”  in previous periods and would be
required to recognize such additional income .  Please note that in the case where
goods have been written down below cost at the close of a fiscal year, such
reduced amount is to be considered the cost for subsequent accounting purposes.
In this regard, please clarify for us a nd in your disclosure in future filings,
whether circumstances exist or have existed in the past which lead you to recognize additional income as a result of inventory being undervalued in previous periods.  If so, please explain to us in detail how your accounting treatment complies with footnote 2 of SFAS No. 151 and SAB Topic 5BB.  We
may have further comment upon receipt of your response.

Consolidated Financial Statements

Consolidated Statement of Comprehensive Income and Shareholders’ Equity, page 59

2. We note from your statement of comprehe nsive income and shareholders’ equity
that in fiscal 2006 debt was converted to 20,350 shares of common stock.  Please tell us the nature of this transaction including the initial terms of the debt.  Also, citing relevant authoritative literatur e, tell us how you accounted for the
conversion to common stock.

Notes to the Financial Statements

General

3. We note from your disclosures in MD&A that you recorded a $39.6 million charge in the Microwave Communications segment in 2006 for inventory write-downs and severance costs associated with product discontinuances and the shut-down of your manufacturing activities in Montreal, Canada.  We also note that
you incurred a $25 million charge related to inventory write-downs, severance
and other costs associated with cost -reduction actions in the Broadcast
Communications Segment.  Given these amounts represent ($.26) and ($.14) per
diluted share, respectively, please provide us with and revise your notes to the
financial statemetns in future filings to include the disc losures required by
paragraph 20 of SFAS No. 146.  Your re sponse and revised disclosure should
provide a description of each major type of cost associated with the exit or disposal activity (for example, one-time termination benefits, contract termination costs, and other associated costs) by se gment; disclose the total amount expected
to be incurred in connection with the activity, the amount incurred in the period,
and the cumulative amount incurred to da te, and a reconciliation of the beginning
and ending liability balances showing separately the changes during the period

Mr. Gary L. McArthur
Harris Corporation
January 24, 2007 Page 3

attributable to costs incurred and charge d to expense, costs paid or otherwise
settled, and any adjustments to the liability  with an explanation of the reason(s)
therefore, where applicable.  Additionally, please provide the line item(s) in the
income statement in which the costs are ag gregated.  Also, please revise the notes
to the financial statements in future fili ngs, to disclose in greater detail the facts
and circumstances surrounding the invent ory write-downs.  You may refer to
paragraph 14, Chapter 4 of ARB No. 43.

Note 1.  Significant Accounting Policies, page 60

4. We note from your disclosures included within MD&A that in the past you have recognized impairments relate d to capitalized software developments costs.  We
also note that significant additions were made to cap italized software costs during
fiscal 2006 and 2005, and your disclosure in the capital resour ces and liquidity
section indicate that you expect incur additional software costs in the future.  However, it is unclear to us what type(s ) of software costs are being capitalized
and how such costs are accounted for within  your financial stat ements.  In this
regard, please clarify for us whether your  capitalized software costs are accounted
for under SOP No. 98-1 or SFAS. No 86 an d revise your disclosures with your
significant accounting policies footnote in future filings to include your policies for which you capitalize software costs.  Your response and revised disclosure
should specifically identif y the accounting guidance used by management to
account for the capitalized software costs and how your policy complies with the applicable literature.  Also, please a ddress when the Company believes it is
appropriate to begin capitali zation of software costs a nd the useful life over which
you amortize such costs.  Explain how you determined the period over which you
expect to receive future benefits fr om these assets and why you believe the
assigned useful life is appropr iate.  Please provide us with  your planned revisions.
We may have further comment upon receipt of your response.

– Reclassifications, page 65

5. We note that you have reclassified prio r-year additions of capitalized software
from cash flows from operating activities to cash flows from investing activities
on the statement of cash flows.  We also  note that you prev iously classified
auction rate securities as cash and cash equivalents and have reclassified such securities as short-term investments.  In light of the significant changes to net cash
provided by operating and invest ing activities due to such reclassifications, please
tell us why you believe it is appropr iate to present such changes as
reclassifications rather than as correc tions of errors as addressed by APB 20.

Mr. Gary L. McArthur
Harris Corporation
January 24, 2007 Page 4

6. We note your disclosure that you changed the classification of the reduction of
income tax paid as a result of the deduc tion related to employees’ exercise of
stock options from financing activities to  operating activities on the statement of
cash flows.  Please also tell us if you have  classified cash retained as a result of
the tax deductibility of incr eases in the value of equ ity instruments issued under
share-based payment arrangements that are not included in the cost of goods or
services that is recognizab le for financial reporting purposes, as a cash inflow
from financing activities, as requi red by paragraph 68 of SFAS No. 123(R).

Note 4.  Business Combinations, page 68

7. Reference is made to the disclosures re garding your acquisiti on of Leitch during
fiscal 2006.  We note from th e table included on page 69 th at total purchase price
of Leitch was approximately $513.4 million and based on the conditions set forth
in Rule 3-05 of Regulation S-X, it appear s Leitch meets the significance test as a
significant subsidiary given the purchase  price (including assumed liabilities)
represents 20.9% of your total assets.  In  this regard, please tell us whether you
have filed audited financial statements for the most recent year for Leitch in
accordance with Rule 3-05 of Regulation S-X and if so, please tell us where.  If
audited financial statements for the most recent year have not been filed, please
file an amended Form 8-K which includes the most recent audited financial statements of Leitch in accordance with the guidance noted above.  Please note
that although your most recently filed Form 10-K includes the results of Leitch from the date of acquisition, it does not meet the filing requirements since the
results of Leitch have been reported within your most recent audited financial statements for a period of less than one year.

8. We note that the acquisitions of Leitch and Encoda resulted in large amounts of
goodwill recorded on the balance sheet.  In  light of the significant amount of
goodwill, please explain to us and revise futu re filings to disclose the underlying
business reasons for the acquisitions and f actors which lead to purchase prices in
excess of net assets acquired (i.e., goodwill), as required by paragraph 51b of
SFAS No. 141.

Mr. Gary L. McArthur
Harris Corporation
January 24, 2007 Page 5

Note 5. Receivables, page 71
Note 6. Inventories, page 71

9. It appears from your disclosures incl uded within the business section and
elsewhere in your filing that the majority of your receivables re late to long term
contracts.  In future f ilings, please revise your disc losure of receivables and
inventories (specifically unbilled costs) to include the following:
(1) Balances billed but not paid by customers under retainage provisions
in contracts.
(2) Amounts representing the recognized  sales value of performance and
such amounts that had not been billed  and were not billable to customers
at the date of the balance sheet. In clude a general description of the
prerequisites for billing.
(3) Billed or unbilled amounts represen ting claims or other similar items
subject to uncertainty concerning their determination or ultimate
realization. Include a descri ption of the nature and status of the principal
items comprising such amount.
(4) With respect to (1) through (3) above, also state the amounts included
in each item which are expected to be collected after one year. Also state,
by year, if practicable, wh en the amounts of retainage (see (1) above) are
expected to be collected.
Please provide us with the revised disclo sure you intend on in cluding in future
filings.  See Rule 5-02(3)(c) of Regulation S-X and refer to the exhibit included in
the SEC ASR No. 164.

Note 16. Net Income Per Share, page 80

10. In future filings, please disclose the amount  of securities that could potentially
dilute EPS in the future, but which were not included in the calculation of diluted
EPS because to do so would have been antidilutive for the periods presented.  See paragraph 40 of SFAS No. 128.

Note 24. Legal Proceedings, page 87

11. We note from your disclosure in Note 23 that headquarters expense in fiscal 2006
included a $5.4 million charge related to your arbitration with Bourdex.  Please
explain to us, and disclose in future filings, the nature, facts and circumstances surrounding this arbitration.  Include in your response when the legal issue arose,
any amounts previously accrued for the potential loss contingencies, and the current status of the arbitration.

Mr. Gary L. McArthur
Harris Corporation
January 24, 2007 Page 6

********

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a
statement from the 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 respect 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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Claire Er langer at (202) 551-3301 or Jean Yu at (202) 551-3305
if you have questions regarding comments on the financial statements and related
matters.  Please contact me at ( 202) 551-3813 with any other questions.

Sincerely,

Linda Cvrkel
Branch Chief