SecProbe.io

Mail Stop 3720

November 9, 2006

Guy M. Campbell
Chief Executive Officer
Harris Stratex Networks, Inc.
1025 West NASA Boulevard
Melbourne, Florida 32919

 RE:   Harris Stratex Networks, Inc.
Registration Statement on Form S-4
Filed October 13, 2006
File No. 333-137980

Dear Mr. Campbell:

 We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  Af ter reviewing this information, we may or
may not 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.

Prospectus Cover Page - To Our Stockholders
1. Please revise to indicate the total number  of shares of Harris Stratex Class A
common stock that holders of Stratex co mmon stock will receive in the merger
and the number of shares of Harris St ratex Class B common stock Harris will
receive in exchange for the contribu tion of its Microwave Communications
Division, including $25 million cash.

Guy M. Campbell
Harris Stratex Networks, Inc.
November 9, 2006 Page 2
2. Revise the fourth paragraph to clarify that you cannot provide any assurance that
the market value of a share of Harris Stra tex Class A common st ock will be equal
to or greater than $20.80 after the merger.

Questions and Answers about the proposed transaction – page vi

Q. 1—What are the proposed  transactions for which I am being asked to vote?
3. Rather than provide such a detailed respons e to the first question, please revise to
include separate disclosure  under its own heading clearl y stating the consideration
Stratex shareholders will receive if th e proposed transaction is approved by the
majority of Stratex shareholders.
4. Please revise to briefly explain what the treasury stock method is, and why it was chosen to determine the relative owne rship of the combined companies.
Likewise, please disclose how the assume d market price per share of Harris
Stratex Class A common was arrived at.  Include a more detailed discussion of
these matters in the “Background of the Transactions” section.
5. Please revise to confirm that the ratio is  fixed regardless of any change in the
price of Stratex common shares.

Q. 2—What will happen to the Stratex comm on stock in connection with the merger?
6. Please revise to clarify that following the merger Stratex common stock will be
delisted from NASDAQ.

Summary – page 1

What vote is needed – page 2
7. Please revise to indicate the percentage of  outstanding shares that will be voted in
favor of the merger by Stratex directors a nd senior officers pursuant to the voting
agreement.

The Companies – page 2
8. In your brief discussion of Stratex’s a nd Microwave Communications’ businesses,
please note their financial condition, incl uding the net losses for both companies
for their most recent fiscal years.

Guy M. Campbell
Harris Stratex Networks, Inc.
November 9, 2006 Page 3
The Contribution Transaction and the Merger – page 3
9. Please revise to quantify the extent of  the Microwave Communications Division
liabilities that Harris Stratex will assume in connection with the business combination.   In an appropriate location elsewhere in the proxy
statement/prospectus, provide a reasonably detailed list of the Harris liabilities
that Harris Stratex will assume and their corresponding amounts.
.
Reasons for the Recommendation of the Boar d of Directors of Stratex – page 6
10. Please revise to briefly explain and quan tify if possible the extent to which the
combined company’s “customer footprint” will be “significantly” expanded.  Similarly revise the related bullet poi nt appearing under “Reasons for the
Recommendation of the Board of Directors.”
11. In order to provide a balanced presen tation, please revise to summarize the
material risks associated with the proposed transactions that were considered by the Stratex board of directors.

Opinion of Stratex’s Financial Advisor – page 7
12. Disclose the total fee that Bear Stearns will receive and specifically note the amount and percentage of the fee that will be paid only if the merger is
successfully consummated.  Pl ease consider adding a risk factor to address the
contingent nature of the fee structure.  In addition, revise the reference to the
advisor’s opinion and analyses appearing in “Reasons for the Recommendation of
the Board of Directors” to a ddress the contingent payments.

Interests of Stratex’ Directors and Executiv e Officers in the Tran sactions – page 7
13. Please revise to briefly summarize and quantify both individually and on an
aggregate basis the interests of certain directors and officers that may conflict
with the interests of shareholders generally.  Please similarly revise risk factor disclosure on page 25, “Stratex’s director s and executive officers have interests in
the merger, the contribution transaction a nd the other transactions provided for in
the combination agreement in addition to those of stockholders” to disclose these
conflicts.
14. Clarify the merger’s effect on any st ock and option plans and severance and
employment agreements as they rela te to your officers and directors.

Guy M. Campbell
Harris Stratex Networks, Inc.
November 9, 2006 Page 4
Certain Material U.S. Federal In come Tax Consequences – page 8
15. Please revise to clarify, if true, that Stra tex shareholders will incur tax liability for
cash received in lieu of fractional shares.
16. Where you discuss the tax aspects of the tr ansaction, including in the last sentence
of the first paragraph, clearly state, as applicable, that you have an opinion of
counsel that the transaction will be tax free to shareholde rs and state that you filed
this opinion as an exhibit to the registration statement.

Conditions to the Completion of the Merger and the Contribution Tr ansaction – page 11
17. Disclose here, and on pages 92 and 93 under “Conditions to Completion of the
Merger,” the material conditions to the me rger that are waiveable.  In addition,
disclose here whether it is the Strate x board’s intent to resolicit stockholder
approval of the merger if either party waiv es material conditions.  We believe that
resolicitation is generally required when companies waive material conditions to a
merger,  and such changes in the terms of the merger render the disclosure that
you previously provided to shareholders materially misleading.
18. Because the tax consequences are materi al, a waiver of th e condition that the
parties receive favorable tax opinions and any related changes in the tax
consequences to investors would constitute material changes to your prospectus necessitating amendment and resolicitation.  If the tax opinion condition is
waiveable, please confirm that you will to recirculate and reso licit if there is a
material change in tax consequences a nd the condition is waived, or advise us
why you believe it is not necessary to do so.  Please also note our position that the
executed tax opinions must still be filed pr ior to effectiveness,  regardless of your
undertaking to recircul ate and resolicit.

Risk Factors – page 24
19. We note your statement in paragraph two of the introduction that “the risks and
uncertainties described below are not the only ones facing Harris Stratex.”  Please
confirm that you have included risk factor  disclosure with respect to each known
material risk.

Uncertainties associated with  the transactions or the combined company may cause the
combined company to lose significant customers – page 24
20. Rather than retain the vague reference to  “some of Stratex’s customer contracts,”
revise to clarify the portion of Stratex’ s customer contracts that contain the
termination provisions, including whethe r any of the significant customers
referenced on page 31 have the right to  terminate upon a change of control of

Guy M. Campbell
Harris Stratex Networks, Inc.
November 9, 2006 Page 5
Stratex.  Also indicate the extent to which Stratex’s customers have provided
notice of termination since the announcement of the merger with the Microwave Communications Division, if at all.

Harris Stratex may have potential conflicts of  interest with Harris relating to their
ongoing relationship . . . – page 27
21. Please revise to indicate whether there are pr ocedures in place or anticipated to be
in place to resolve conflicts of inte rest between Harris and Harris Stratex.

Consolidation within the tele communications industry could result in a decrease in Harris
Stratex’s revenues – page 33
22. Please revise to more specifically descri be the adverse effect to Harris Stratex
resulting from consolidation within the telecommunications industry, beyond the general reference to the risk factor on page 31 regarding Harris Stratex’ revenues being derived from a limited number of customers.

If Harris Stratex is unable to favorably assess the effectiveness of its internal controls
over financial reporting… – page 33
23. We note the continuation of a material w eakness in the review of the financial
statements of foreign operations and th e period-end financial close and reporting
process for Stratex’s consolidated operat ions.  Revise Stratex’s MD&A to more
specifically describe any material impact  the material weakness has had or may
have on its financial statements, ensuri ng that you provide quantification and
further analysis of the uncertainties a nd trends associated with the material
weakness.  Also briefly desc ribe the nature of Strate x’s remediation efforts to
address the remaining material weakness and when you anticipate such efforts
will be completed.

Information relating to forward-looking statements – page 38
24. Please note that reliance upon the safe ha rbor protections for forward-looking
statements under the Private Securities Liti gation Reform Act is not permitted in
initial public offerings, which includes Harri s Stratex’s registration of securities
on this Form S-4.  See Section 27A of the Securities Act of 1933.  Please either delete any references to the Private S ecurities Litigation Reform Act or make
clear that the safe harbor does not apply to you.

Guy M. Campbell
Harris Stratex Networks, Inc.
November 9, 2006 Page 6
The Companies page 40

Microwave Communications Division of Harris Corporation – page 41
25. Please revise to briefly explain the products and services associated with NetBoss.
The current reference to it being a tur nkey, end-to-end servi ce assurance solution
is somewhat difficult to understand because  of the reliance on industry jargon.

Voting Your Proxy – page 43
26. Please provide us with the passwords necessary to access the site by which
shareholders can vote via the Internet.

Solicitation of Proxies – page 44
27. We note that Stratex may supplement the or iginal solicitation of proxies by mail,
by solicitation by telephone, telegram or “o ther means” by its directors, officers
and employees.  Revise to clarify the nature  of the “other means.”  Also note that
all written soliciting materials, including any scripts used in soliciting proxies
over the telephone, e-mail corre spondence and informati on posted on the Internet,
must be filed under the cover of Schedule 14A.  See Rule 14a-6(b) and (c).
Please confirm your understanding in the response letter.

Background of the Transactions – page 48
28. The Background section contains multiple references to presentations or analyses provided by Stratex’s financia l advisor, such as Bear Stearns’ presentation of
preliminary material at the April 19 mee ting, its “preliminary presentation on the
transaction and its financial analysis of the two constituent businesses and the combined company” on August 14 and “the initial portion of Bear Stearns’ preliminary presentation analyzing the fairness of the consideration” at the
meeting on September 1.  Advise us w hy each of these presentations do not
constitute a “report, opinion or appraisal materially relating to the transaction”
within the meaning of Item 4(b) of Form S-4.  Alternatively, provide all of the
disclosure about these presen tations that is required by Item 4(b) of Form S-4 and
Item 1015(b) of Regulation M-A.  We ma y have further comment after reviewing
your response.
29. Please provide us with a copy of the B ear Stearns engagement letter.  Also
provide us with any analyses, reports, presentations, or similar materials,
including any board books and projections, provided to or prepared by Stratex’s financial advisor in connection with rendering the fairne ss opinion.  We may have
further comment upon receipt of these materials.

Guy M. Campbell
Harris Stratex Networks, Inc.
November 9, 2006 Page 7
30. Please note that disclosure of financia l forecasts prepared by management is
generally required if the forecasts were provided to third-parties, including a
third-party’s financial advisor.  Acco rdingly, please disclose all material
projections that were ex changed among Stratex, Harri s, and their respective
financial advisors, as well as the projecti ons for the combined company, or advise
us why they are not material.  We note, for example, the reference on page 56 to five year and three year projections provided by Harris to Bear Stearns.  Also
disclose the bases for and the nature of  the material assumptions underlying the
projections.
31. Provide an expanded discussion of the degree to which management of both
companies considered strategic alternatives, including transactions with third parties, and why the alternatives were ultimately rejected.  For example, disclose the approximate number of parties w ith whom Stratex’s management had
discussions and clarify the extent of th e discussions, including whether Stratex
received any preliminary indications of in terest.  Also expand your disclosure of
the reasons why Harris believed that “ none of the availa ble alternatives
accomplished the desired objective” of improving stockholder value.
32. Please revise the first full paragraph on pa ge 49 to indicate why Mr. Kissner first
contacted Mr. Lance in December of 2005.
33. Please revise the disclosure on page 49 rega rding the April 19 meeting to disclose
why it was considered “likely” that Harris would control the combined company
and elaborate on the “issues” relating to su ch control.  Also disclose the basis for
Harris’ belief that it should be entitled to more than half of the equity of the
combined company, as expressed at the meeting on May 5.
34. Please expand your discussion of the parties’ negotiation of key aspects of the
proposed deal, including, but not  limited to, the following:

• the exchange ratio and the significance of the negotiations relating to completing the merger in a manner that would have the same effect as a one-for-four reverse split;
• the structure of the transaction and th e final percentage of the combined
company’s common shares that the St ratex stockholders would own post-
merger;
• the allocation of assets and liabiliti es between Harris and the combined
company; and
• the amount of cash that Harris will cont ribute to the combined company.

Guy M. Campbell
Harris Stratex Networks, Inc.
November 9, 2006 Page 8
As an example, while you disclose that a frequent topic for negotiation was the equity split of the combined company, you never indicate the parties’ respective
percentage inter