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KRAMER
LEVIN NAFTALIS & FRANKEL LLP

919
THIRD AVENUE
 NEW YORK, N.Y. 10022 – 3852

STEPHANIE
G. DINKES
 ASSOCIATE

tel (212) 715-7803

fax
(212) 715-8000
sdinkes@kramerlevin.com

Paris

47, Avenue Hoche 75008

tel (33-1) 44 09 46 00

fax
(33-1) 44 09 46 01

February 9, 2005

VIA EDGAR AND FEDERAL EXPRESS

Securities and Exchange Commission
 Division of
Corporation Finance
 450 Fifth Street, N.W.
 Washington, D.C.
20549

Attention:
Mr. Larry Spirgel

Assistant Director

Re:
Globecomm Systems
Inc.
Form 10-K for the fiscal year ended June 30, 2004
Filed
September 28, 2004
 File No. 0-22839

Dear Mr.
Spirgel:

Reference is made to the comments of the Staff of the
Securities and Exchange Commission (the
"Staff") with respect to the Company's
Form 10-K for its fiscal year ended June 30, 2004 (the
"Form 10-K") of Globecomm Systems Inc. (the
"Company") in the letter dated January 27,
2005 (the "Comment Letter") addressed to Mr.
Andrew C. Melfi.

On behalf of the Company, we are writing to
respond to your comments on the Form 10-K. As indicated by the Staff in
its Comment Letter, the Company will reflect the responses to the
comments in its future filings. The numbered paragraphs and headings
below correspond to the headings and numbers set forth in the Comment
Letter, the text of which is copied below in italics for your
reference.

Item 6. Selected Financial Data, page
13

1.
Revise your
disclosure to include income (loss) from continuing operations per
common share in your tabular format. Refer to Item 301 of Regulation
S-K.

The Company will revise in future filings its
disclosure of selected financial data to include income (loss) from
continuing operations per common share within the Selected Financial
Data in tabular format as follows (for your convenience, we have
underlined the additional language):

KRAMER LEVIN NAFTALIS &
FRANKEL LLP

Securities and Exchange
Commission
February 9, 2005
Page 2

Selected
Financial Data
 (In thousands, except per share
data)

Years
Ended June
30,

2004

2003

2002

2001

2000

Statements
of Operations
Data:

Revenues
from ground segment systems, networks and enterprise
solutions

$
73,305

$
40,125

$
64,101

$
78,744

$
69,584

Revenues
from data communications
services

13,931

13,903

22,478

24,170

8,987

Total
revenues

87,236

54,028

86,579

102,914

78,571

Costs
and operating
expenses:

Costs
from ground segment systems, networks and enterprise
solutions

63,282

39,447

57,083

70,907

60,634

Costs
from data communications
services

12,992

17,796

26,705

22,661

10,101

Selling
and
marketing

4,808

6,042

6,735

7,235

6,139

Research
and
development

1,328

800

1,185

850

784

General
and
administrative

6,529

9,423

11,970

9,822

8,797

Asset
impairment
charge

—

—

237

2,857

—

Restructuring
charge

—

—

—

1,950

—

Total
costs and operating
expenses

88,939

73,508

103,915

116,282

86,455

Loss
from
operations

(1,703
)

(19,480
)

(17,336
)

(13,368
)

(7,884
)

Other
income
(expense):

Interest
income

271

422

1,030

3,194

1,727

Interest
expense

—

(539
)

(957
)

(6,579
)

(2,522
)

Gain
on sale of
consolidated

subsidiary's
common
stock

—

—

—

—

2,353

Gain
on sale of available-for-sale
securities

91

—

—

—

—

Gain
on sale of
investment

—

—

—

304

—

Loss
before income taxes and minority interests in operations of
consolidated
subsidiary

(1,341
)

(19,597
)

(17,263
)

(16,449
)

(6,326
)

Provision
for income
taxes

—

—

—

(1,600
)

—

Loss
before minority interests in operations of consolidated
subsidiary

(1,341
)

(19,597
)

(17,263
)

(18,049
)

(6,326
)

Minority
interests in operations of consolidated
subsidiary

—

—

—

(650
)

2,745

Net
loss from continuing
operations

$

														(1,341
)

$

														(19,597
)

$

														(17,263
)

$

														(18,699
)

$

														(3,581
)

Basic
and diluted net loss from continuing operations per common
share

$

														(0.10
)

$

														(1.56
)

$

														(1.36
)

$

														(1.55
)

$

														(0.36
)

Weighted-average
shares used in the calculation of basic and diluted net loss from
continuing operations per common
share

13,346

12,565

12,707

12,060

10,016

KRAMER LEVIN NAFTALIS &
FRANKEL LLP

Securities and Exchange
Commission
February 9, 2005
Page 3

Liquidity and
Capital Resources, page
21

2.
Tell us the
nature of the $4.0 million settlement with a major customer, for which
the Company recorded a non-recurring gain of $1.9 million in the
quarter ending September 30, 2004. We note your description of this
transaction in your form 8-K, filed November 4, 2004. Disclose in your
form 10-Q for the period ended December 31, 2004 additional detail
regarding the transaction.

The $4.0 million
settlement related to amounts due under a contract with Shoreline
Communications Inc., a communications service provider in the island
nation of Tonga. The Company designed and installed a voice and data
telecommunications and television broadcast network using a combination
of satellite systems, terrestrial television and GSM cellular systems
and local wireless communications technology. In addition, the Company
provided Shoreline Communications with the information technology
infrastructure necessary to provide Internet access from the United
States Internet backbone to Tonga using satellites. The total value of
the contract was approximately $13.5 million.

The
customer had been unable to keep current on its payments due to
substantial delays in receiving outside financing and substantial
uncertainty had arisen regarding the collectibility of these amounts.
The Company worked closely with the customer since that time in an
effort to recover the related funds and secure the Company's
ability to recover the balance of the amounts coming due under the
contract, which had not yet been completed. As a result, the Company
recorded a $4.5 million charge in its fourth quarter in the year ended
June 30, 2003. The charge included a $1.5 million allowance for bad
debt expense, included in general and administrative expenses, related
to outstanding receivables for services completed. The remaining $3.0
million related to costs incurred to date in order to complete the
contract, which was included in costs from ground segment systems,
networks and enterprise solutions.

The customer
ultimately closed its financing arrangements and both parties agreed in
July 2004 on a settlement in the amount of $4.0 million. Although the
Company entered into the settlement agreement in the first quarter
ended September 30, 2004, the actual reversals of the previous charges
were recorded as payments were received based on the continued
uncertainty related to this customer. These reversals resulted in a
$1.9 million gain recorded in the first quarter ended September 30,
2004 and a $0.5 million gain in the second quarter ended December 31,
2004. These reversals resulted in a $0.9 million cost recovery to costs
from ground segment systems, networks and enterprise solutions and a
$1.5 million bad debt recovery included in general and administrative
expenses, both of which reversed a portion of the previous charge. The
remaining $1.6 million balance of the settlement settled an additional
$1.2 million account receivable due to the Company, which was not
subject to the charge, and covered $0.4 million in anticipated amounts
to complete the contract.

KRAMER LEVIN NAFTALIS &
FRANKEL LLP

Securities and Exchange
Commission
February 9, 2005
Page 4

The Company
will add a note to its consolidated financial statements in the Form
10-Q for the quarter ended December 31, 2004 as follows to summarize
the transaction described in detail above:

"5. Settlement Agreement

The
Company reached a $4.0 million settlement in July 2004 relating to
amounts due under a contract with a major customer. The Company had
recorded a $4.5 million charge in the fourth quarter of the year ended
June 30, 2003 of which $1.5 million and $3.0 million was included in
general and administrative expenses and costs from ground segment
systems, networks, and enterprise solutions, respectively. This
settlement resulted in a $0.9 million cost recovery to costs from
ground segment systems, networks and enterprise solutions and a $1.5
million bad debt recovery included in general and administrative
expenses, both of which reversed a portion of the previous charge. The
balance of $1.6 million related to a $1.2 million account receivable
due to the Company, which was not subject to the charge, and covered
$0.4 million in costs to complete the contract."

Restricted Cash, page F-2

3.
Revise your disclosures
to include a description of your restricted cash balance. Refer to Rule
5-02 of Regulation S-X.

In future filings the
Company will revise its disclosures in the note to its consolidated
financial statements covering significant accounting policies to
include the following description of restricted cash:

"Restricted Cash

Restricted
cash includes certificates of deposit used as cash collateral for bid
proposals and contract performance guarantees."

Goodwill, page F-9 and Note 6, page
F-10

4.
Specifically
describe in your goodwill policy the manner in which your conduct
annual impairment testing. For example, explain that the first step in
the process is to identify potential goodwill impairment by comparing
the estimated fair value of the reporting unit to its carrying amount.
The second step measures the amount of the impairment based on a
comparison of 'implied fair value' of goodwill with its
carrying amount.

In future filings the Company will
revise its disclosure in the notes to its consolidated financial
statements to include the following description of the annual
impairment testing for goodwill and other intangible assets:

"Goodwill and Other Intangible Assets

Goodwill represents the excess of the purchase price of
businesses over the fair value of the identifiable net assets acquired.
In accordance with SFAS No. 142, Goodwill and Other
Intangible

KRAMER LEVIN NAFTALIS &
FRANKEL LLP

Securities and Exchange
Commission
February 9, 2005
Page 5

Assets,
goodwill and other indefinite life intangible assets are no longer
amortized, but instead tested for impairment at least annually. The
impairment test for goodwill uses a two-step approach, which is
performed at the reporting unit level. Step one compares the fair value
of the reporting unit (calculated using a discounted cash flow method)
to its carrying value. If the carrying value exceeds the fair value,
there is a potential impairment and step two must be performed. Step
two compares the carrying value of the reporting unit's goodwill
to its implied fair value (i.e., fair value of the reporting unit less
the fair value of the unit's assets and liabilities, including
identifiable intangible assets). If the carrying value of goodwill
exceeds its implied fair value, the excess is required to be recorded
as an impairment."

Pension Plan, page
F-13

5.
In your
disclosure regarding the Company's 401(k) plan, you note the plan
allows for a matching contribution equal to the discretionary
percentage of the participating employee, not to exceed 4% of
the employee's compensation. In the year ended June 30, 2004, the
Company contributed $0 to the plan. In accordance with FAS 132R,
paragraph 11, revise your disclosure to include a description of the
nature of this significant change to the Company's plan
contributions.

In future filings the Company will
revise its disclosure in the note to its consolidated financial
statements covering its pension plan to include a description of the
nature of the change to the Company's plan contributions in
accordance with FAS 132R as follows (for your convenience, we have
underlined the additional language):

"10.
Pension Plan

The Company maintains a 401(k) plan, which
covers substantially all employees of the Company. Participants may
elect to contribute from 1% to 75% of their pre-tax
compensation, subject to elective deferral limitations under Section
403 of the Internal Revenue Code. The plan allows for a matching
contribution equal to the discretionary percentage of a participating
employee not to exceed 4% of their compensation by the Company.
The Company contributed approximately $0, $460,000 and $470,000 to the
401(k) plan during the years ended June 30, 2004, 2003 and 2002,
respectively. The Board of Directors did not authorize a matching
contribution for the year ended June 30, 2004 as part of the
Company's cost cutting initiatives. In addition, the plan
also provides for discretionary profit sharing contributions by the
Company. There were no discretionary profit sharing contributions made
by the Company during the years ended June 30, 2004, 2003 and
2002."

KRAMER LEVIN NAFTALIS &
FRANKEL LLP

Securities and Exchange
Commission
February 9, 2005
Page 6

Allowance for
Doubtful Accounts, page
F-17

6.
Revise your
disclosure in MD&A to include the reasoning for the decline in the
allowance balance. Specifically, provide additional analysis on the
factors which caused this fluctuation in comparison to the previous
estimates. Refer to http://www.sec.gov/rules/33-8350.htm for
Commission guidance regarding Critical Accounting Estimates.

In future filings the Company will revise its disclosures in
MD&A to include the following description of significant changes
for the current period in the allowance for doubtful accounts (for your
convenience, we have underlined the additional language):

"Allowances for Doubtful Accounts

We maintain allowances for doubtful accounts for estimated
losses resulting from the inability of our customers to make required
payments. We assess the customer's ability to pay based on a
number of factors, including our past transaction history with the
customer and the creditworthiness of the customer. An assessment of the
inherent risks in conducting our business with foreign customers is
also made since a significant portion of our revenues is international.
Management specifically analyzes accounts receivable, historical bad
debts, customer concentrations, customer creditworthiness and current
economic trends. If the financial condition of our customers were to
deteriorate in the future, resulting in an impairment of their ability
to make payments, additional allowances may be required.

The allowance for doubtful accounts at December 31, 2004
and June 30, 2004 was $1.1 million and $2.6 million, respectively. The
decrease in the allowance of approximately $1.5 million primarily
relates to a bad debt recovery related to a settlement reached with a
major customer in July 2004."

*    *    *    *    *

Thank you
very much for your prompt attention to our responses set forth above.
If you or any other member of the Staff has any further questions or
comments concerning these responses, please call either Richard Gilden
(212-715-9486) or the undersigned (212-715-7803) of Kramer Levin
Naftalis & Frankel LLP.

Sincerely,

/s/ Stephanie G.
Dinkes

Stephanie
G. Dinkes

cc:
Dave Walz
 Andrew C.
Melfi
 Richard Gilden