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Harris Corporation

    GARY L. MCARTHUR

    1025 West NASA Boulevard

    Vice President, and

    Melbourne, FL USA 32919

    Chief Financial Officer

    phone 1-321-724-3858

    www.harris.com

Via Electronic Submission (Correspondence)

February
1, 2008

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 year ended June 29, 2007

    Filed August 27, 2007

    File No. 001-03863

Dear Ms. Cvrkel:

     On behalf of Harris Corporation (“Harris”), I hereby 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 Harris’ Annual Report on Form 10-K
for the fiscal year ended June 29, 2007 (the “Form 10-K”), as set forth in your letter
dated January 17, 2008 (the “Comment Letter”).

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

Page 2

Staff Comment:

“Form 10-K for the year ended June 29, 2007

Consolidated Financial Statements

Statement of Cash Flows, page 62

    1.

    We note your presentation of “Other” as a component of the net cash provided by
operating activities. In light of the significance of this amount to cash provided by
operating activities in fiscal 2007 and the first quarter of fiscal 2008, please revise
future filings to separately identify the nature and amount of the significant components
included in the “other” amount. Also, to the extent the amount is material, please
separately present stock compensation expense as an adjustment to reconcile net income to
net cash provided by (used in) operating activities.”

Harris Response:

     We duly note the Staff’s comment. The “Other” component of net cash provided by (used in)
operating activities for fiscal 2007 and the first quarter of fiscal 2008, included stock
compensation expense of $28.7 million or 86 percent and $10.6 million or 53 percent, respectively,
of “Other.” We do not believe the remaining balance of $4.8 million and $9.5 million,
respectively, is material to the net cash provided by (used in) operating activities and there are
no items within the remaining balance in “Other” that are significant.

     In consideration of the Staff’s comment and to clarify the disclosure, in future filings we
will separately present stock compensation expense as an adjustment to reconcile net income to net
cash provided by (used in) operating activities. In future filings, if there are any significant
components included in “Other” we will also separately identify those items in our disclosure.

Staff Comment:

“Note 3. Business Combinations, page 72

    2.

    We note from your disclosure that in the Multimax acquisition you allocated $255.7
million of the purchase price to goodwill and $115 million to customer related intangible
assets. Please explain how you have considered the guidance contained in paragraph A14 of
SFAS No. 141 and EITF 02-17 in connection with your purchase price allocation of Multimax.
For instance, explain how you have considered the need to allocate fair value to order or
production backlog, contract-based intangibles, and technology-based intangibles. If you
have ascribed fair value to these contracts, describe the significant assumptions that
were used in your valuation and provide the related valuation.”

Page 3

Harris Response:

Intangible Asset Categories Considered

     In
the valuation related to Multimax Incorporated (“Multimax”), all of the categories of
intangible assets listed in Paragraph A14 of SFAS No. 141 were considered (i.e., technology-related,
customer-related, contract-related, marketing-related, and artistic-related intangible assets).

     Of
such categories of intangible assets, only customer-related intangible assets, which included consideration of all applicable
customer-related benefits, were determined to apply to Multimax. This
determination was based on consideration of the
criteria in Paragraph 39 of SFAS No. 141, including whether the benefits:

    •

    Arise from contractual or other legal rights, regardless of
whether those rights are transferable, and if they are transferable, regardless of whether the
acquirer intends to transfer them; and/or

    •

    Are separable, where “separable” means that the asset can be transferred, licensed, or rented
individually or in combination with a related contract, asset, or liability, regardless of
whether the acquirer intends to transfer, license, or rent it.

     Factors considered for all potential non-customer-related intangible asset categories are
described in further detail below under the heading “Other Intangible Asset Categories Considered.”

Valuation of Customer-Related Intangible Assets

General Considerations

     In valuing Multimax’s customer-related intangible assets, we considered relevant aspects of SFAS
141 and EITF 02-17 as follows:

    •

    According to EITF 02-17, Paragraph A19, “If an acquired order or production
backlog arises from contracts such as purchase or sale orders, it meets the contractual-legal
criterion for recognition apart from goodwill.” The valuation of Multimax’s customer-related
assets included consideration of backlog, which is captured as part of Multimax’s customer
contracts.

    •

    According to EITF 02-17, Paragraphs A20 and A21, “If an entity establishes
relationships with its customers through contracts, those customer relationships would arise
from contractual rights. Therefore, customer contracts and the related customer relationships
are intangible assets that meet the contractual-legal criterion. This Statement requires that
those intangible assets be recognized as assets apart from goodwill.” The valuation of
Multimax’s customer-related assets included consideration of Multimax’s contracts.

Page 4

    •

    If a customer relationship does not arise from a contract, SFAS 141 also requires
that the relationship be recognized as an intangible asset apart from goodwill if it meets the
separability criterion. According to SFAS 141, “a customer relationship exists between an
entity and its customer if (a) the entity has information about the customer and has regular
contact with the customer and (b) the customer has the ability to make direct contact with the
entity...Customer relationships may arise through means other than contracts, such as through
regular contact by sales or service representatives.” The valuation of Multimax’s
customer-related assets included consideration of non-contractual customer relationships
associated with Multimax’s various contracts, including the prospects for future contract
renewal.

    In analyzing
Multimax’s backlog/contracts and customer relationships, we assessed their value in
aggregate because the impact of separating both aspects would not be material.
In the government service industry the contracts and backlog generate cash flows over
multiple years due to the related customer relationship. They also exhibit the same pattern in
which their economic benefits are consumed or are otherwise used up.

Primary Valuation Assumptions

    •

    Multimax’s largest contracts/customer relationships relate to the Navy/Marine Corps
Intranet (“NMCI”) program and to Air Force, Army, and various Civilian and Special Programs.
The valuation at the acquisition date of Multimax’s customer-related intangible assets
included all (large and small) contracts/customer relationships.

    •

    The value of Multimax’s contracts/customer relationships lies in the generation of a
consistent and predictable revenue source and the avoidance of the costs associated with
developing the contractual/customer relationships, and was assessed utilizing the Excess Earnings
Method. The Excess Earnings Method measures the value of an asset by calculating the present
value of related future economic benefits, such as cash earnings. Primary valuation
assumptions included the following:

    –

    Estimated revenue through the term of each contract which relates specifically to
backlog/contract value.

    –

    Estimated revenue following the expiration of each contract which relates to
Multimax’s non-contractual customer relationships. Due to the nature of Multimax’s
business, with recompetition required after government contracts end, it is not certain
whether the customer relationships will continue to generate revenue into perpetuity.
Therefore, revenue was probability-weighted to reflect this uncertainty.

    –

    Over the projection period for the
backlog/contracts/non-contractual customer
relationships, earnings before interest and taxes (“EBIT”) were estimated based
on consideration of expectations for Multimax’s business and market participant
profitability levels.

Page 5

    –

    A sales and marketing expense adjustment was added to reflect costs that would not be
necessary due to the existence of the customer intangible assets.

    –

    Other adjustments included charges for the use of contributory assets (Multimax’s
fixed assets, working capital, and assembled work force) and consideration of value
associated with the asset’s amortization tax shield.

    –

    A discount rate of 15% was utilized based on the following: (i) the weighted average
cost of capital for Multimax’s business, based on data related to similar companies and
market participants; and (ii) the specific risk associated with the income-generating
capacity of the customer-related intangible assets.

     Using the above assumptions, we calculated the net present value of cash flows related to our
customer relationships to be $115 million.

     In selecting the amortization life associated with Multimax’s customer-related intangible
assets, we considered the guidance from SFAS 142, Paragraph 12, which notes that “the pattern in
which the economic benefits of the intangible asset are consumed or otherwise used up” should be
considered. Based on this analysis we determined that 10 years was the appropriate weighted
amortization period.

Other Intangible Asset Categories Considered

Technology-Related Assets

     According to SFAS 141, Paragraph 125, “Technology-based intangible assets relate to
innovations or technological advances. As stated in paragraphs A26-A28, the future economic
benefits of those assets are often protected through contractual or other legal rights. Thus, many
technology-based intangible assets meet the contractual-legal criterion for recognition apart from
goodwill.”

     At the date of acquisition by Harris, Multimax was a service and consulting company, with no
significant proprietary software and systems engineering, and no significant research and
development. As a result of the factors described above, no technology-related assets were
determined to exist and therefore no value was assigned to them. We believe the absence of
technology-related assets is common with the acquisition-related accounting and related purchase
price allocations associated with acquired companies similar to Multimax.

Page 6

Contract-Related Assets

Non-Compete Agreements

     An agreement by a seller to refrain from competing with the purchaser of a business is a
valuable intangible asset. In determining the potential value of a non-compete agreement, we
considered Internal Revenue Service (“IRS”) issued guidelines included in Revenue Ruling 77-403,
1977-2 C.B. 302. As these guidelines address factors to consider in determining the fair
market value of non-compete agreements, they were determined to be relevant to assessing the fair
value of the non-compete agreements related to Multimax. In this ruling, the IRS stated that the
relevant factors for determining value related to non-compete agreements are as follows:

    •

    Whether the covenantor has the ability to compete effectively with the covenantee
in the activity in question. The courts have ruled that the ability of a covenantor to
compete is evidenced by the individual’s experience in and knowledge of the transferred
business. Specifically, such ability can be indicated by the covenantor’s thorough knowledge
of the company’s operations, markets, and strategies. Ability is also evidenced by the
covenantor’s leadership and stature in the industry and the community, as well as by his or
her financial wherewithal and entrepreneurial ability.

    •

    Whether it is feasible to compete effectively within the time and area specified
by the covenant, in view of the activity and market in question. Unlike ability, which
focuses on factors specific to the covenantor, the question of feasibility is normally
associated with endogenous factors such as barriers to entry. Such barriers might include
time to start a competing operation, procurement of necessary licenses, availability of labor,
and amount of capital investment required in light of returns expected.

    •

    Whether the covenantor would desire to compete with the covenantee. The desire to
compete can be demonstrated by showing that there are no factors, such as age and health of
the covenantor or the attractiveness of the returns expected, that would diminish the desire
to compete.

     In connection with the acquisition, no non-compete agreement was made by the seller of the
Multimax business in favor of Harris. As part of the acquisition,
Multimax continued to be a party
to two pre-existing employment agreements with Multimax’s Chief Executive Officer and general
counsel, each of which contained twelve month non-compete agreements (the “Non-Compete Agreements”). It
was determined that each of these executives lacked all three factors described above. As a
result, these Non-Compete Agreements were determined to have no value.

Page 7

Other Contracts

     No other significant contracts existed as of the acquisition date.

Marketing-Related Assets

     According to SFAS 141, Paragraph A15, “If registered or otherwise provided legal protection, a
trademark or other mark is an intangible asset that meets the contractual-legal criterion for
recognition apart from goodwill. Otherwise, a trademark or other mark shall be recognized apart
from goodwill only if the separability criterion is met, which would normally be the case.”

     Following the acquisition, the Multimax operations have been integrated into a business unit
within Harris’ Government Communications Systems Division, which business unit was renamed Harris
IT Services. While the Multimax legal entity continues to exist, the business is not actively
utilizing the Multimax trademark or branding in its ongoing marketing. The plans to discontinue
the use of the Multimax name were assumed to be similar to the strategy of another hypothetical
market participant buyer — the lack of a separate value associated with marketing-related assets
for Multimax is common with the acquisition-related accounting and
related purchase price allocations
associated with acquired companies similar to Multimax. As a result, no value or separate
consideration was assigned to marketing-related assets.

Artistic-Related Assets

     According to SFAS 141, Paragraph A22, “Artistic-related intangible assets meet the criteria
for recognition apart from goodwill if the assets arise from contractual rights or legal rights
such as those provided by copyright...Copyrights can be transferred either in whole through
assignments or in part through licensing agreements. In determining the fair value of an
intangible asset protected by copyright, consideration shall be given to the existence of any
assignments or licenses of the acquired copyrights.”

     These types of assets are not applicable to this transaction. Accordingly, no specific value
or separate consideration was