SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

December 8, 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/A
Filed November 24, 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 limit the length of your prospect us cover page to one page only, as
required by Item 501(b) of Regulation S-K.

Guy M. Campbell
Harris Stratex Networks, Inc.
December 8, 2006 Page 2
2. Briefly explain on the cover page why the ac tual number of shares to be issued
cannot be known until closing.

Questions and Answers about the proposed transaction – page vi
3. Revise Q&A 1 and throughout the document  to clarify that the second proposal
relates to adjournment of the meeting sp ecifically for the purpose of soliciting
additional proxies.  It is not necessary  to include a proposal for adjournment
generally.
4. We note your response to comment 4, but ar e unable to determine where you have
revised your disclosure to disclose how the assumed market price of $5.20 per
share of Harris Stratex Class A common st ock was determined.  Please revise the
relevant Q&A and the Background section or  advise.  Also revise the Background
section to expand on the nature of th e parties’ negotiations regarding how
Stratex’s outstanding options and warrants  should affect the equity split,
clarifying how the determination to use the treasury stock method impacted the
agreed-upon equ ity split.

Conditions to the Completion of the Merger and the Contribution Tr ansaction – page 11
5. We note your response to comment 17.  Pl ease revise to clarify within the
prospectus that all of the conditions to  a party’s obligation to consummate the
proposed transactions are waivable by that party.

Risk Factors – page 25

Uncertainties associated with  the transactions or the combined company may cause the
combined company to lose significant customers. – page 25
6. We note your response to comment 20, but are unable to determine where you have addressed the second part  of the comment, directed you to indicate the extent
to which customers of Stratex have pr ovided notice of termination since the
announcement of the merger with th e Microwave Communi cations Division.

Background of the Transaction – page 61
7. Each presentation, discussion, or report held with or presented by an outside party that is materially related to  the Rule 13e-3 transaction,
whether oral or written , is
a separate report that requires a reason ably detailed description meeting the
requirements of Item 1015 of Regulation M- A.  This requirement applies to both
preliminary and final reports.  Revise to summarize the preliminary presentations provided by Bear Stearns listed in our prio r comment 28 pursuant to Item 4(b) of
Form S-4 and Item 1015(b) of Regulati on M-A.  To the extent that the

Guy M. Campbell
Harris Stratex Networks, Inc.
December 8, 2006 Page 3
information contained in the preliminary pr esentations is substantially similar to
the disclosure already provided in the summary of the advisor’s final opinion,
then provide a statement to this effect and summarize any differences in the information presented.  Alternativel y, advise us why these preliminary
presentations are not materially  related to the transaction.
8. We note your response to comment 31.  Pl ease revise to provide more robust
disclosure with respect to the degree to which management of both companies
considered strategic alternatives, includi ng transactions with third parties, and
why the alternatives were ultimately re jected.  Likewise, you do not appear to
have addressed why Harris believed that “none of the alternatives accomplished
the desired objective” of improving stockholde r value.  Please revise or advise.

Basis for the Recommendation of the Board of Directors – page 57
9. We note your response to comment 37, however you do not appear to have addressed the portion of the comment reques ting explanation as to how each listed
factor either does or does not support th e decision of the board to approve the
merger, including, but not limited to, the li quidity of the Class A common stock
and the contingent nature of the fee paya ble to Bear Stearns.  Many of the listed
factors continue to be vague and conclusory.  Please revise.
10. Revise the discussion on page 58 to quan tify “slightly accretive” and explain the
basis for the expectations regarding accre tion as requested in prior comment 39.
11. Expand the discussion of the expected annua l savings at the bottom of page 58 to
provide a reader with greater insight as to how the parties estimated the $35
million in savings in fiscal 2008.  To th e extent practicable, quantify the amounts
attributable to each contributing factor.
12. We note your response to comment 41, but ar e unable to determine where on page
59 you have made the requested revisions  regarding what consideration the
Stratex board gave regarding the nature and extent of the Harris liabilities to be
assumed by the combined company.  Please revise or advise.

Opinion of Stratex’s Financial Advisor, page 60
13. We note your response to prior comment 30 regarding projections for the combined company.  Please revise any references to the combined company
projections, such as the seventh bulle t on page 61, to explain that these
projections “represent an ar ithmetic combination” of the Stratex projections and
the Microwave Communicati ons Division projections disclosed later in the
document.  Also briefly describe the “limited number of combination
adjustments” made to develop the combin ed projections and indicate that the

Guy M. Campbell
Harris Stratex Networks, Inc.
December 8, 2006 Page 4
projections did not reflect any adju stments for the additional risks and
uncertainties in operating the combined business.  In addition, clarify how the parties prepared combined company proj ections for the two years ending June 30,
2011 when the two sets of stand-alone projections only extend through June 30,
2009.  Finally, provide us with a copy of the combined company projections for our review.
14. In the first paragraph on page 65, in dicate how the assumed compound annual
growth rate of revenue of 12.8% compares to Stratex’s historical  growth rate.  See
prior comment 46.

Certain Material U.S. Federal In come Tax Consequences – page 79
15. We note your response to comment 48.  Please revise the opinion of Bingham
McCutchen to consent to bei ng named in the prospectus.
16. Remove the frequent references to the term “generally” appearing under “Cash in Lieu of Fractional Shares” or provide the altern ative disclosure suggested in prior
comment 49.
17. Since Harris’ receipt of an opinion of Sullivan & Cromwell that the contribution of the Microwave Communication Division, to gether with the merger, qualifies as
a tax-free transaction under section 35 1 of the Internal Revenue Code is a
condition to completion of the transactions, please revise to file the Sullivan & Cromwell opinion as an exhibit to the Form S-4 or advise us why you do not
believe this tax consequence is material to an investor.  Also re vise this section to
disclose counsel’s opinion as to whethe r the contribution and the merger will be
treated as a transaction describe d in Section 351 of the code.

Description of the Business of Stratex Networks, Inc., page 123

Certain Projections Relating to Stratex, page 123
18. Your disclosure at the bottom of page 124 cautioning readers “not to rely upon the
accuracy or completeness of the projections ” is an improper disclaimer.  Instead,
you may caution readers not to “unduly” re ly or place “undue certainty” on the
projections.  Please revise th is section as well as the id entical statement appearing
in the section entitled “Certain Projections Relating to the Microwave Communications Division” beginning on page 150.
19. Revise to include all materi al projections relating to Stratex and the Microwave
Communications Division, and not ju st summary versions.

Guy M. Campbell
Harris Stratex Networks, Inc.
December 8, 2006 Page 5
Description of the Business of the Micr owave Communications Division of Harris
Corporation, page 144
20. We note your response to prior comment 57.  It is unclear to us why you believe it
is appropriate to eliminate the corporate allocations expense of  MCD’s historical
results when deriving the combined pro forma results for Harris Stratex Networks.  It appears to us that this adjustment is not factually supportable.  Please revise
pages 173 and 174.

Unaudited Pro Forma Condensed Consolidated Financial Data, pages 169, 171
21. We note your response to prior comment 59, specifically your statement that you
will assume any “contingent liabilities of the Microwave Communications Division which by their nature are not quant ifiable and may not be identifiable.”
If there is at least a reason able possibility that an allo cable loss or an additional
loss may have been incurred by the Microwave Communications Division
existing as of the date of business co mbination/contribution transaction, please
disclose the nature of the loss contin gency and the scope and extent of your
liability per your ag reement with Harris.  Refer to paragraphs 10, 12 and 14 of
SFAS 5.
22. We refer to your response to prior comm ent 60.  We note that your response was
limited to a discussion of the effects of the transition services agreement on your
pro forma financial presentation.  Please re vise page 170 to clarify how certain of
the Other Agreements, as detailed on pa ge 14, are reflected in your pro forma
financial statements.  Please tell us your c onsideration of each separate agreement
listed on pages 13-14 and your conclusions on their pro forma effects, if any.
23. We note your response to prior comment 62.  It appears to us that competitive
factors may limit the useful life of Eclipse to a period shorter than 10 years.  Tell
us how you concluded that ten years would be a reasonable estimate of the useful
life, considering that Harris Corporati on can compete with you following the five-
year term of the non-competition agreemen t per your disclosure on page 31.  In
addition, your response should also address your statement on page 35 that your market is “characterized by rapid technological change, evolving industry
standards and frequent new product innovations.”

Combined Statements of Cash Flows, page F-5
24. We note your response to prior comment 65.  The netting of such balance sheet
accounts is generally not appr opriate in light of paragr aphs 11-13 of SFAS 95.  If
material, please provide separate captions for the non-cash ch arges associated
with inventory and receivable provisi ons within operating activities in the
Statements of Cash Flows.  Refe r to paragraphs 28 and 131 of SFAS 95.

Guy M. Campbell
Harris Stratex Networks, Inc.
December 8, 2006 Page 6

Notes to Combined Financial Statements, page F-7

1. Significant Accounting Policies

Goodwill, page F-8

25. We note from your response to prior comment 66.  Although you provided a qualitative analysis of the similarities of your international regions based on each
factor cited in paragraph 17 of SFAS 131 and additionally, the factors in EITF D-101, you did not separately provide a quant itative assessment of their economic
similarities.  Please provide us with e ach international region’s respective long-
term average gross (or operating) margi n, as opposed to their operating margin
distribution within the International segment.
26. We refer to your qualitative analysis of the similarities of the international regions
based on the factors listed in EITF D-101.  Since the international regions appear
dissimilar in various respects and do not appear to be economically
interdependent, it is still not clear to  us why you believe that these business
components can be aggregated for the purpose of testing goodwill for impairment. Accordingly, please address the following:

• Since you operate in countries at diss imilar stages of development (for
example, Middle East/Africa and Eur ope), it is unclear to us how you
concluded that your regional operations are economically interdependent and
that they operate in a similar manner.  We also note that each of the international regions has a regional manager who oversees both product and
service sales.  Moreover, it appears to us that certain  of these regions may be
more susceptible than others to thos e political, economic and geographic risks
that you cited on page 34.
• There was no indication in your filing that regional business units work in
concert, which would support your stat ement that “goodwill is recoverable
from regional business units working in concert.”
• The fact that each of your regions shar es only a limited amount of assets,
infrastructure and resources, does not provide compelling evidence that these
regions are economically similar or economically interdependent.  Further, most large multi-national companies provide a facility for shared services either at a headquarters or  a regional location for the benefit of their divisions.
If some assets are employed in or relate to the operations of multiple reporting units, these assets are required to be a llocated to each reporting unit based on
benefits derived.  Refer to paragraph 33 of SFAS 142.

Guy M. Campbell
Harris Stratex Networks, Inc.
December 8, 2006 Page 7
7. Accrued Warranties, page F-16
27. We note your revisions to your accrued wa rranty liability disclosures for fiscal
2006 and 2005.  Please tell us why such am ounts have been changed and further
explain why there has been no corresponding revision to the consolidated balance
sheets.

Condensed Combined Financial Statements

Notes to Condensed Combined Financial Statements

7. Stock Options and Share-Ba sed Compensation, page F-33
28. Please revise your disclosure to clarif y whether your three stock incentive plans
for employees are the Harris Corporati on plans in which the MCD employees
may participate.  Also, disclose whet her any options or other share-based
instruments have been issued during the three months ended September 29, 2006.

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewing your amendment and responses to our comments.

 You may contact Kathryn Jacobson, A ccountant, at (202) 551-3365 or Kyle
Moffat, Accounting Branch Chief, at (202) 551-3810 if you have questions regarding
commen