SecProbe.io

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

      DIVISION OF
CORPORATION FINANCE

February 27 , 2013

Via E-mail
Michael A. Pangia
President and Chief Executive Officer
Aviat Networks, Inc.
5200 Great America Parkway
Santa Clara, CA 95054

 Re: Aviat Networks, Inc.
  Form 10-K for the Fiscal Year Ended June 29, 2012
  Filed September 4 , 2012
  File No. 1-33278

Dear Mr. Pangia :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   At this juncture, we are asking you to provide us with information so we may
better understa nd your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances, p lease tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

General
1. We note that your Form 10 -K discusses business activities and offices in the Middle East
and Africa,  and that your website provides contact information for the Caribbean.  Syria,
located in the Middle East, Sudan, located in Africa, and Cuba, located in the Caribbean,
are identified by the State Department as state sponsors of terrorism and are subject t o
U.S. economic sanctions and export controls.  Please describe to us the nature and extent
of any past, current, and anticipated contacts with Syria, Sudan or Cuba, whether through
subsidiaries, affiliates, distributors, resellers or other direct or indir ect arrangements.  For
instance, we note from MTN Group’s website and recent news reports that it has
subsidiaries and offices in Syria and Sudan.  We also note a 2009 news article reporting
that your predecessor partnered with Zain Nigeria to launch a net work operations center
in Lagos; and we note from Zain’s website that it conducts business in Sudan.  Your

Michael A. Pangia
Aviat Networks, Inc.
February 27 , 2013
Page 2

 response should describe any products, technology or services you have provided to or
received from Syria, Sudan or Cuba, and any agreements, commerc ial arrangements, or
other contacts you have had with the governments of those countries or entities controlled
by their governments.
2. Please discuss the materiality of your contacts with Syria, Sudan or Cuba described in
response to the foregoing comment  and whether those contacts constitute a material
investment risk for your security holders.  You should address materiality in quantitative
terms, including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the last thr ee fiscal years and the subsequent interim period .  Also, address
materiality in terms of qualitative factors that a reasonable investor would deem
important in making an investment decision, including the potential impact of corporate
activities upon a co mpany’s reputation and share value.  Various state and municipal
governments, universities, and other investors have proposed or adopted divestment or
similar initiatives regarding investment in companies that do business with U.S. -
designated state sponsor s of terrorism.  Your materiality analysis should address the
potential impact of the investor sentiment evidenced by such actions directed toward
companies that have  operations associated with Syria, Sudan and Cuba.
3. You state in the 10 -K that MTN Group accounted for 17% of fiscal 2012 revenues.  We
note from MTN Group’s website and recent news reports that it has a subsidiary and
office in Iran, and that MTN Irancell is 49% owned by MTN International and 51%
owned by the Iran Electronic Development Compa ny.  We also note negative publicity
regarding MTN Group’s activities in Iran through MTN Irancell.  Specifically, we are
aware of 2012 news reports of MTN Group discussions with the Treasury Department, in
an effort to repatriate millions of dollars of pr ofit that it cannot access because of U.S.
sanctions on the Iranian financial system; allegations that MTN Group tried to
circumvent U.S. sanctions to source American technology equipment for MTN Irancell;
and allegations that MTN installed software to int ercept data and calls by mobile phone
users for the Iranian government.  Please discuss for us the potential for reputational
harm from your relationship with MTN Group.

We urge all persons who are responsible  for the accuracy and adequacy of the disclo sure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession of all facts relating to the company’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

Michael A. Pangia
Aviat Networks, Inc.
February 27 , 2013
Page 3

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

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

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

Please contact Jennifer Hardy, Special C ounsel, at (202) 551 -3767 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

                  Sincerely,

                  /s/ Cecilia Blye

                  Cecilia Blye, Chief
                  Office of Global Security Risk

cc:  Larry Spirgel
  Assistant Director
 Division of Corporation Finance