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Letter to SEC

Via Electronic Submission (Correspondence)

February 28, 2007

Ms. Linda Cvrkel

Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

         Re:

    Harris Corporation

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

Filed September 7, 2006

File No. 001-03863 and

Form 10-Q for the quarter ended December 29, 2006

Filed January 31, 2007

File No. 001-03863

Dear Ms Cvrkel:

     On behalf of Harris Corporation (“Harris”), I herby submit our responses to the
comments of the Staff of the Division of Corporation Finance (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) on the Annual Report on Form 10-K of
Harris for the fiscal year ended June 30, 2006 (the “Form 10-K”) and on the Quarterly
Report on Form 10-Q of Harris for the quarter ended December 29, 2006, as set forth in your letter
dated February 13, 2007 (the “Second Comment Letter”).

     For reference purposes, the text of the Staff’s comments is set forth below in bold, numbered
to correspond to the comment numbers used in the Second Comment Letter and followed by our
responses thereto.

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

Note 4. Business Combinations, page 68

    1.

    We note from your response to our prior comment 7 that $68.9 million of liabilities
were excluded from the investment amount in the Rule 3-05 test because you acquired the
shares of Leitch pursuant to an amalgamation and you were not the direct legal obligor of
the liabilities. Please explain to us why these liabilities are presented as “assumed
liabilities” in Note 4 and included in the $513 purchase price amount. We would expect
that if the $68.9 million did not represent legally “assumed” liabilities, the total
purchase price would exclude these liabilities. Please clarify for us, and revise your
disclosure in future filings to indicate, the appropriate purchase price calculated using
only legally assumed liabilities. Also, please

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    supplementally provide us with the relevant portions of the purchase agreement with Leitch
that clearly indicate that you are not the legal obligor for $68.9 million of liabilities.

Response:

     As stated in our response letter to the Staff dated February 7, 2007, the $68.9 million should
not have been disclosed as “Assumed liabilities” in the table on page 69 of the Form 10-K (“Note 4
Business Combinations”). Such $68.9 million of liabilities, which consisted of accounts payable,
accrued salaries and other accrued expenses as a result of the transaction were not assumed by
Harris and Harris was not a direct legal obligor for such liabilities
or any other liabilities of Leitch Technology Corporation
(“Leitch”) as a result of the
transaction. The correct purchase price for the purchase of Leitch, excluding the $68.9 million of liabilities incorrectly included as “assumed
liabilities,” is $444.1 million. As requested by the Staff, in future filings, we will modify the
Business Combination footnote to reflect the correct purchase price for Leitch of $444.1 million
and exclude from the caption “Assumed liabilities” those liabilities for which we were not the
direct legal obligor as a result of the purchase transaction or are not required to be included as
part of the purchase price for Leitch.

     We supplementally advise the Staff that the full text of the Arrangement Agreement, dated as
of August 31, 2005, by and between Harris Corporation and Leitch Technology Corporation was filed
as Exhibit 2.1 to Harris’ Current Report on Form 8-K filed with the Commission on September 2,
2005, and the Amending Agreement, dated as of September 12, 2005, between Harris Corporation and
Leitch Technology Corporation was filed as Exhibit 2.1 to Harris’ Current Report on Form 8-K filed
with the Commission on September 16, 2005. The Arrangement Agreement, as amended by the Amending
Agreement, is referred to herein as the “Purchase Agreement.”

     We also supplementally advise the Staff that pursuant to the Purchase Agreement, Harris
indirectly, through a wholly-owned subsidiary named “2081259 Ontario Inc.” and referred to in the
Purchase Agreement as “Harris Acquireco,” acquired all shares of Leitch as a result of a Leitch
shareholder and court-approved plan of arrangement under the Business Corporations Act (Ontario)
(“OBCA”). The Purchase Agreement consistently provided that the Common Shares held by
Leitch shareholders shall be transferred by the holders and acquired by Harris Acquireco. For
example, Section 2.1(b) of the Purchase Agreement provided as follows:

“ (b) all of the Common Shares issued and outstanding immediately prior to the Effective Time
held by each Shareholder (other than any Dissenting Shares held by Dissenting Shareholders
who are ultimately entitled to be paid the fair value of the Dissenting Shares held by such
Dissenting Shareholder, and any Common Shares held by Harris and its affiliates, which shall
not be transferred under the Arrangement) shall, without any further action on behalf of such
Shareholder, be transferred by the holders thereof, and acquired by, Harris Acquireco without
any

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act or formality on its or their part in exchange for a cash amount equal to the product of
the number of Common Shares held by such holder and the Cash Consideration and Harris
Acquireco shall be deemed to be the legal and beneficial owner thereof, free and clear of all
Liens.”

     Under
section 92(1) of the OBCA, a holder of shares does not, as a result of owning the
shares, have any obligation with respect to the liabilities of the corporation that has issued the
shares, except in narrow circumstances prescribed by section 92(1) pursuant to other provisions of
the OBCA, none of which are applicable. The text of section 92(1) of
the OBCA and the other provisions of the OBCA referred to therein is attached as
Appendix A to this letter and is also posted by the Province of Ontario on the following website:

     http://www.e-laws.gov.on.ca/home_E.asp?lang=en

Form 10-Q for the quarter ended December 29, 2006

Note N — Subsequent Events, page 11

    2.

    We note from your disclosure that you will recognize a gain of $131 million in the
third quarter of fiscal 2007 as a result of your combination with Stratex Networks in
which you contributed your Microwave Communications Division in exchange for approximately
56% ownership of the new combined company. Please explain to us how the gain was
calculated or determined and why you believe gain recognition is appropriate.

Response:

     In the transaction: (i) Harris contributed the assets comprising its Microwave Communications
Division (“MCD”) and $32.1 million in cash to Harris Stratex Networks, Inc. (“Harris
Stratex”) and Harris Stratex also assumed the liabilities primarily resulting from or primarily
arising out of the MCD operations (the “Contribution”); and (ii) Merger Sub, a wholly-owned
subsidiary of Harris Stratex, merged with and into Stratex Networks, Inc. (“Stratex”) with
Stratex surviving as a wholly-owned subsidiary of Harris Stratex (the “Merger”). The
Contribution and the Merger are together referred to as the “Combination.”

     In connection with the Combination: (i) the former holders of Stratex common stock received
approximately 44% of the outstanding shares of common stock of Harris Stratex; and (ii) Harris
received approximately 56% of the outstanding shares of common stock of Harris Stratex. Pursuant
to an investor agreement, Harris currently nominates five (5) of the nine (9) Harris Stratex
directors.

     The Combination of Stratex and MCD is being accounted for as a business combination in
accordance with FAS 141. Harris is the acquiring entity for accounting purposes as it acquired a
56% controlling voting interest in Harris Stratex and has control of the Board of Directors of
Harris Stratex through the ability to appoint 5 of 9 members

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in exchange for 44% of the net assets of MCD. In accordance with EITF 01-2, it is appropriate
to recognize a gain on the portion of the MCD interest (44%) deemed to be sold to the shareholders
of Stratex. We also considered SAB 51 and will recognize the gain as the transaction is not part of
a broader reorganization of Harris, we do not currently plan on repurchasing the interest related
to MCD and MCD is not a start-up or development stage company. The estimated gain was calculated
based upon the difference between 56% of the fair value of Stratex which was deemed to be acquired
by MCD and 44% of the carrying value of MCD net assets which were deemed to be sold to Stratex.
The price used to calculate the estimated $131 million gain was the Stratex stock price listed on
the NASDAQ Stock Exchange on the date of the transaction, January 26, 2007, as that was the most
readily determinable fair value of the transaction as MCD had no publicly traded stock as it was a
division of Harris. Following is the calculation of the estimated gain on the transaction.

    Calculation of Harris’ Estimated Gain on the Acquisition of Stratex

    (in millions, except percentages)

    Market capital of Stratex

    $
    467.0

    Percentage acquired by Harris

    56

    Fair value of Stratex acquired by Harris

    $
    261.5

    Book value of MCD (including $32.1 million in cash)

    $
    251.7

    Percentage sold to Stratex

    44

    Book value of MCD sold to Stratex

    $
    110.7

    Fair value of Stratex acquired by Harris

    $
    261.5

    Book value of MCD sold to Stratex

    (110.7
    )

    Pre-tax gain on sale of MCD

    150.8

    Estimated taxes

    (20.0
    )

    Estimated gain on sale of MCD

    $
    130.8

* * * * *

Page 5

Company Acknowledgement

     Harris acknowledges the following:

    •

    Harris is responsible for the adequacy and accuracy of the disclosures in the filings
with the Commission;

    •

    Staff comments or changes to disclosure in response to Staff comments do not foreclose
the Commission from taking any action with respect to the filings; and

    •

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

If you have any questions or comments in connection with the foregoing please call me at (321)
724-3439 or Gary L. McArthur, Vice President and Chief Financial Officer, at (321) 724-3858.
Facsimile transmission may be sent to either of us at (321) 727-9222.

    Very truly yours,

    /s/ Lewis A. Schwartz

    Lewis A. Schwartz

    Vice President and

Principal Accounting Officer

    cc:

    Claire Erlanger, Securities and Exchange Commission

Jean Yu, Securities and Exchange Commission

Gary L. McArthur, Vice President and Chief Financial Officer, Harris Corporation

APPENDIX A

Selected Provisions of the Business Corporations Act (Ontario)

92. (1) Shareholders’ liability limited — The shareholders of a corporation are not, as
shareholders, liable for any act, default, obligation or liability of the corporation except under
subsection 34(5), subsection 108(5) and section 243.

(2) Shares subject to call — The provisions of the Corporations Act relating to the liability of a
holder of shares that are not fully paid and to the enforcement of such liability apply in respect
of shares that were not fully paid,

(a) on the 1st day of January, 1971, in the case of shares of a corporation
that then became subject to the Business Corporations Act being chapter 53 of the Revised
Statutes of Ontario, 1970; or

(b) on the day upon which any other body corporate was continued under The Business
Corporations Act being chapter 53 of the Revised Statutes of Ontario, 970, or under this
Act, in the case of shares of such other body corporate.

34. (5) Application for order where improper reduction — A creditor of a corporation is entitled
to apply to the court for an order compelling a shareholder or other recipient,

(a) to pay to the corporation an amount equal to any liability of the shareholder that was
extinguished or reduced contrary to this section; or

(b) to pay or deliver to the corporation any money or property that was paid or
distributed to the shareholder or other recipient as a consequence of a reduction of
capital made contrary to this section.

108. (5) Where shareholder has power, etc., of director — A shareholder who is a party to a
unanimous shareholder agreement has all the rights, powers, duties and liabilities of a director of
the corporation, whether arising under this Act or otherwise, to which the agreement relates to the
extent that the agreement restricts the discretion or powers of the directors to manage or
supervise the management of the business and affairs of the corporation and the directors are
thereby relieved of their duties and liabilities, including any liabilities under section 131, to
the same extent.

243. (1) Liability of shareholders to creditors — Despite the dissolution of a corporation, each
shareholder to whom any of its property has been distributed is liable to any person claiming under
section 243 to the extent of the amount received by that shareholder upon the distribution, and an
action to enforce such liability may be brought.

(2) Party action — The court may order an action referred to in subsection (1) to be brought
against the persons who were shareholders as a class, subject to such conditions as the court
thinks fit and, if the plaintiff establishes his, her or its claim, the court may refer the
proceedings to a referee or other officer of the court who may,

(a) add as a party to the proceedings before him or her each person who was a shareholder
found by the plaintiff;

(b) determine, subject to subsection (1), the amount that each person who was a shareholder
shall contribute towards satisfaction of the plaintiff’s claim; and

(c) direct payment of the amounts so determined.

(3) Definition- In this section, “shareholder” includes the heirs and legal representatives of a
shareholder.