SecProbe.io

April  1, 2015

William M. Brown
President and Chief Executive Officer
Harris Corporation
1025 West NASA Boulevard
Melbourne, FL  32919

Re: Harris Corporation
Registration Statement on Form S -4
Filed March 5 , 2015
  File No. 333 -202539

Dear Mr. Brown :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  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  by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing  any amendment to your registration statement and the information you
provide in response to these  comments, we may have additional comments.

General

1. We note that Exelis  has not disclosed in this registration statement the information
required by paragraph (a)(7) of Item 18 of Form S -4 which requires certain information
for each person who will serve as a director or an executive officer of the surviving or
acquiring comp any.  Additionally, we note your disclosure in the New Management
Arrangements section on page 138 that new management arrangements have not yet been
determined.  Finally, we note that Exelis has incorporated by reference into this
registration statement i ts Annual Report on Form 10 -K for the fiscal year ended
December 31, 2014.  We also note, however, that certain portions of Exelis’ Definitive
Proxy Statement for its 2015 Annual Meeting of Shareholders are to be incorporated by
reference into such Annual Report.  Please confirm your understanding , to the extent
applicable,  that Exelis may need to file  its Definitive Proxy Statement for its 2015

William M. Brown
Harris Corporation
April  1, 2015
Page 2

 Annual Meeting of Shareholders, amend its Annual Report to include the information
required by Part III of Form  10-K, or include the required Item 18 information in this
registration statement prior to requesting acceleration of the effectiveness of this
registration statement.  To the extent you do not believe additional Item 18  information is
required, please adv ise.

Summary, page 11

Interests of Exelis’ Directors and Executive Officers in the Merger, page 16

2. Please briefly describe the interests of Exelis’ directors and officers  in the  proposed
business combination here.

Recommendation of the Exelis Board; Ex elis’ Reasons for the Merger, page 78

3. Please refer to the second bullet point on page 80.  We note that the Exelis board of
directors considered that Exelis shareholders would benefit from the synergies expected
to result from the merger.  We further note  that the Harris board of directors considered
certain synergies disclosed on page 97.  To the extent known at the time, please revise to
quantify here the anticipated synergies expected to be realized from the merger  that the
Exelis board of directors con sidered .

Opinion of J.P. Morgan, page 83

4. Please provide us with a copy of the board book  and any other materials prepared by J.P.
Morgan .

Analysis of Exelis, page 85

Selected Transaction Multiples Analysis for Exelis, page 87

5. Please revise to disclose  the FV to LTM EBITDA multiple for each selected transaction.

Value Creation Analysis, page 91

6. Please refer to the last paragraph on page 92.  We note your disclosure that Exelis has
agreed to pay J.P. Morgan a fee based on a percentage of the total tran saction value
which is expected to be approximately $19 million, a portion of which was payable upon
the delivery by J.P. Morgan of its opinion, and the remainder of which is due upon the
consummation of the merger.  Please revise to quantify the portion o f the fee which has
already been paid to J.P. Morgan.  Refer to Item 1015(b)(4) of Regulation M -A.

William M. Brown
Harris Corporation
April  1, 2015
Page 3

 Harris’ Reasons for the Merger, page 97

7. We note that the Harris board of directors received certain advice from Morgan Stanley.
However, we also note that this advice from Morgan Stanley was not included as a factor,
positive or negative, which affected Harris  board of directors’ recommendations.  Please
tell us how Morgan Stanley ’s advice affected the recommendation of the Harris  board of
directors.

Litigation Related to the Merger, page 101

8. Please provide us with a copy of the complaint for the shareholder litigation action
discussed in this section.

The Merger Agreement, page 102

9. We note the statement that information concerning the subject matter of the
representations and warranties may have change d after the date of the merger agreement
and do not purport to be accurate as of the date of the proxy statement/prospectus .  Please
confirm your understanding that you are responsible for considering whether additional
specific disclosures of material  information regarding material contrac tual provisions are
required to clarify  the statements  included in the  filing .

Signatures, page II -5

10. Please revise the second half of your signature page to include the signature of your
principal executive officer .  Refer to Instruction 1 to Signatures on Form S -4.  In this
regard, we note that Mr. Brown signed the first half of your signature page on be half of
the registrant but not in his individual capacity.

Exhibit 5.1

11. We note that you have not filed Exhibit 5.1.  Please file a fully executed and dated
opinion of counsel.

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 Act of 193 3 and
all applicable Securities 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 di sclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written sta tement from the company
acknowledging that:

William M. Brown
Harris Corporation
April  1, 2015
Page 4

  should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any act ion with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of th e disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Se curities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registrati on statement.

Please contact Donald E. Field  at (202) 551 -3680  or me at (202) 551 -3642  with any other
questions.

Sincerely,

/s/ Loan Lauren P. Nguyen

Loan Lauren P. Nguyen
Special Counsel

cc: Keith A. Pagnani, Esq.
 Sullivan & Cromwell LLP