SecProbe.io

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 April 4, 2025

Michael Connaway
Chief Financial Officer
Aviat Networks, Inc.
200 Parker Drive, Suite C100A
Austin, Texas 78728

 Re: Aviat Networks, Inc.
 Form 10-K for the Fiscal Year Ended June 28, 2024
 File No. 001-33278
Dear Michael Connaway:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
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 Document Securities and Exchange Commission March 27, 2025 Page 1 Aviat Networks, Inc. 200 Parker Drive Suite C100A Austin, TX 78728 Phone: +1 408 941 7100 Fax: +1 512 582 4605 March 27, 2025 Attn: Dale Welcome, Hugh West Division of Corporation Finance Office of Manufacturing United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3561 Re:    Aviat Networks, Inc. Form 10-K for the Fiscal Year Ended June 28, 2024 Filed October 4, 2024 Form 8-K filed February 4, 2025 File No. 001-33278 Dear Mr. Welcome and Mr. West: Set forth below are the responses of Aviat Networks, Inc. (the “ Corporation , ” “ we ,” “ us ” or “ our ”), to the comments received from the staff of the Division of Corporation Finance (the “ Staff ”) of the U.S. Securities and Exchange Commission (the “ Commission ”) by letter dated March 14, 2025, with respect to the Form 10-K for fiscal year ended June 28, 2024 (the “ Form 10-K ”) and Form 8-K filed on February 4, 2025. For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. All references to page numbers and captions correspond to the Form 10-K unless otherwise specified. Capitalized terms used but not defined in this letter have the meanings ascribed to such terms in the Form 10-K. Form 10-K for the Fiscal Year ended June 28, 2024 Management’s Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Estimates Revenue Recognition, page 44 1. We note for certain contracts you recognize revenue based on an over-time recognition model using the cost-input method and certain judgment is required when estimating total contract costs and progress to completion on the over-time arrangements, as well as whether a loss is expected to be incurred on the contract. Please address the following items. A.    Tell us whether you have recognized material favorable or unfavorable changes in estimates with respect to these contracts and provide us the gross amounts of favorable and unfavorable changes recognized during each period presented as part of your response. B.    Tell us the amount of contract losses recognized during each period presented and the status of material loss contracts. C.    Revise your disclosures in future filings to quantify and discuss the gross impacts of changes in contract estimates, including contract losses, during each period presented pursuant to Item 303(b)(3) of Regulation S-K. Securities and Exchange Commission March 27, 2025 Page 2 RESPONSE : Response to Comment 1A : The Company respectfully advises the Staff that it has not recognized material favorable or unfavorable changes in estimates with respect to the contracts referred to in the comment. The gross amounts of favorable and unfavorable changes recognized in revenue during the fiscal years indicated below, were as follows (in thousands): 2024 2023 2022 Favorable adjustments $ 3,733  $ 5,352  $ 4,403  Unfavorable adjustments (5,445) (5,285) (5,501) Net adjustments $ (1,712) $ 67  $ (1,098) Response to Comment 1B : Further, the Company respectfully advises the Staff that it has not recognized material loss contracts during the periods presented in the Form 10-K. The amount of contract losses recognized during the fiscal years indicated below were as follows (in thousands): 2024 2023 2022 Loss contracts recorded $ (225) $ (432) $ (644) Response to Comment 1C : The Company respectfully acknowledges the Staff’s comment, and it believes the disclosure of the impact of favorable and unfavorable changes in contract estimates and estimated contract losses is not material for the periods presented. For future periods with immaterial changes in estimates or amounts of contract losses, the Company will include a disclosure explaining that changes in contract estimates, including contract losses, are not considered material for each period presented. However, if there are favorable or unfavorable changes in estimates or amounts of contract losses which are material, the Company will provide disclosures to separately quantify and discuss the gross impacts of changes in contract estimates, including contract losses, during each period presented, pursuant to Item 303(b)(3) of Regulation S-K. Form 8-K filed February 4, 2025 Exhibit 99.1 2. We refer to your presentation of adjusted EBITDA and non-GAAP diluted earnings per share in the headline of your earnings release. In future filings, please revise your disclosures to also present, with equal or greater prominence, the most direct comparable GAAP financial measures. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the Division of Corporation Finance’s Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. RESPONSE :     The Company respectfully acknowledges the Staff’s comment. In its future filings, the Company will present the most direct comparable GAAP financial measures in its headlines with equal or greater prominence to any applicable non-GAAP financial measures, to comply with Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the Division of Corporation Finance’s Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. Securities and Exchange Commission March 27, 2025 Page 3 3. We note that you discuss non-GAAP total operating expenses in your narrative, but do not present a reconciliation to GAAP total operating expenses in your table. Please revise your disclosure accordingly in future filings. Refer to Item 10(e)(1)(i)(B) of Regulation S-K. RESPONSE :     The Company respectfully acknowledges the Staff’s comment. In its future filings, the Company will provide a reconciliation from non-GAAP total operating expenses to GAAP total operating expenses to comply with Item 10(e)(1)(i)(B) of Regulation S-K. For an illustration of such proposed disclosure, please see the below reconciliation of non-GAAP total operating expenses to GAAP total operating expenses for the three and six months ended December 27, 2024:   Three Months Ended Six Months Ended December 27, 2024 % of Revenue December 29, 2023 % of Revenue December 27, 2024 % of Revenue December 29, 2023 % of Revenue   (In thousands, except percentages) GAAP operating expense $ 32,916   27.8   % $ 32,938  35.2  % $ 68,272   33.0   % $ 59,243  32.8  % Share-based compensation (1,863) (1,824) (3,423) (3,475) Merger and acquisition and other expenses (514) (3,723) (4,295) (6,394) Restructuring charges (1,415) (2,000) (1,415) (2,644) Non-GAAP operating expense $ 29,124   24.6   % $ 25,391  27.1  % $ 59,139   28.6   % $ 46,730  25.9  % *    *    *    *    * Securities and Exchange Commission March 27, 2025 Page 4 Please direct any questions that you have with respect to the foregoing, or any requests for additional supplemental information required by the Staff, to the undersigned at (512) 582-4676 or michael.connaway@aviatnet.com, or to Katherine Terrell Frank at (214) 220-7869 or kfrank@velaw.com. Very truly yours, Aviat Networks, Inc. By:     /s/ Michael Connaway  Name:    Michael Connaway Title:    Senior Vice President and Chief Financial Officer cc:    Erin R. Boase, General Counsel and Vice President of Legal Affairs Michael Gibson, Vinson & Elkins L.L.P. Katherine Terrell Frank, Vinson & Elkins L.L.P.

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<TEXT>
 March 14, 2025

Michael Connaway
Chief Financial Officer
Aviat Networks, Inc.
200 Parker Drive, Suite C100A
Austin, Texas 78728

 Re: Aviat Networks, Inc.
 Form 10-K for the Fiscal Year Ended June 28, 2024
 Filed October 4, 2024
 Form 8-K filed February 4, 2025
 File No. 001-33278
Dear Michael Connaway:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended June 28, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Estimates
Revenue Recognition, page 44

1. We note for certain contracts you recognize revenue based on an
over-time
 recognition model using the cost-input method and certain judgment is
required when
 estimating total contract costs and progress to completion on the
over-time
 arrangements, as well as whether a loss is expected to be incurred on
the contract.
 Please address the following items.
 Tell us whether you have recognized material favorable or
unfavorable changes in
 estimates with respect to these contracts and provide us the gross
amounts of
 favorable and unfavorable changes recognized during each period
presented as
 part of your response.
 Tell us the amount of contract losses recognized during each period
presented and
 March 14, 2025
Page 2

 the status of material loss contracts.
 Revise your disclosures in future filings to quantify and discuss
the gross impacts
 of changes in contract estimates, including contract losses, during
each period
 presented pursuant to Item 303(b)(3) of Regulation S-K.

Form 8-K filed February 4, 2025
Exhibit 99.1

2. We refer to your presentation of adjusted EBITDA and non-GAAP diluted
earnings
 per share in the headline of your earnings release. In future filings,
please revise your
 disclosures to also present, with equal or greater prominence, the most
directly
 comparable GAAP financial measures. Refer to Item 10(e)(1)(i)(A) of
Regulation S-K
 and Question 102.10(a) of the Division of Corporation Finance s
Compliance and
 Disclosure Interpretations on Non-GAAP Financial Measures.
3. We note that you discuss non-GAAP total operating expenses in your
narrative, but do
 not present a reconciliation to GAAP total operating expenses in your
table. Please
 revise your disclosure accordingly in future filings. Refer to Item
10(e)(1)(i)(B) of
 Regulation S-K.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Dale Welcome at 202-551-3865 or Hugh West at 202-551-3872
with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
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CORRESP
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CORRESP

 May 10, 2024

 Patrick
Fullem

 Office of Manufacturing

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F.
Street, N.E.

 Washington, D.C. 20549-3561

Re:
 Aviat Networks, Inc.

Registration Statement on Form S-3

Filed April 30, 2024

 File No. 333-279014

 Ladies and Gentlemen:

On behalf of Aviat Networks, Inc., and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby
requests that the effective date of the above-referenced Registration Statement on Form S-3 be accelerated to 5:00 P.M., Washington, D.C. time, on May 14, 2024, or as soon as practicable thereafter.

Thank you for your assistance in this matter.

 Securities and Exchange Commission

May 10, 2024

 Page 2

Very truly yours,

AVIAT NETWORKS, INC.

By:

/s/ Peter A. Smith

Name:

Peter A. Smith

Title:

President and Chief Executive Officer

 Enclosures

cc:
 Katherine Terrell Frank, Vinson & Elkins L.L.P.

United States securities and exchange commission logo
May 1, 2024
Peter Smith
Chief Executive Officer
Aviat Networks, Inc.
200 Parker Drive, Suite C100A
Austin, TX 78728
Re:Aviat Networks, Inc.
Registration Statement on Form S-3
Filed April 30, 2024
File No. 333-279014
Dear Peter Smith:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Patrick Fullem at 202-551-8337 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Katherine Terrell Frank

CORRESP
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CORRESP

 May 3, 2021

 Anne
Nguyen Parker

 Chief

 Office of Manufacturing

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F. Street, N.E.

 Washington, D.C.
20549-3561

Re:
 Aviat Networks, Inc.

Registration Statement on Form S-3

Filed April 13, 2021

 File No. 333-255206

 Ladies and Gentlemen:

On behalf of Aviat Networks, Inc., and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby
requests that the effective date of the above-referenced Registration Statement on Form S-3 be accelerated to 5:00 P.M., Washington, D.C. time, on May 5, 2021, or as soon as practicable thereafter.

Thank you for your assistance in this matter.

 Securities and Exchange Commission

May 3, 2021

  Page
 2

Very truly yours,

AVIAT NETWORKS, INC.

By:

 /s/ Eric Chang

Name:

Eric Chang

Title:

Senior Vice President, Chief Financial Officer

 Enclosures

cc:
 Paul Tobias, Vinson & Elkins L.L.P.

Katherine Frank, Vinson & Elkins L.L.P.

United States securities and exchange commission logo
April 19, 2021
Peter A. Smith
President and Chief Executive Officer
Aviat Networks, Inc.
200 Parker Drive, Suite C100A
Austin, Texas 78728
Re:Aviat Networks, Inc.
Registration Statement on Form S-3
Filed April 13, 2021
File No. 333-255206
Dear Mr. Smith:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jennifer Angelini at (202) 551-3047 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Katherine Frank

July 30, 2019
Walter Stanley Gallagher, Jr.
Chief Operating Officer and Principal Financial Officer
Aviat Networks, Inc.
860 N. McCarthy Blvd., Suite 200
Milpitas, California 95035
Re:Aviat Networks, Inc.
10-K for the Year Ended June 30, 2018
Filed August 28, 2018
File No. 001-33278
Dear Mr. Gallagher:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

CORRESP
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		ResponsetoSECcommentletter719

July 5, 2019

VIA E-MAIL AND EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Mail Stop 3030

Washington, D.C. 20549-4561

Attn: Kathryn Jacobson

         Robert Littlepage

Re: Aviat Networks, Inc.

10-K for the Year Ended June 30, 2018

Filed August 28, 2018

Form 10-Q for the Quarter Ended March 29, 2019

Filed May 13, 2019

File No. 001-33278

Ladies and Gentlemen:

Aviat Networks, Inc. (”Aviat”, “Company”, “we”, or “us”) has received the comment letter dated June 25, 2019 from the staff of the Division of Corporation Finance (“Staff”), and below is our response to the Staff’s comment. For ease of reference, we have recited the Staff’s comment in italicized, bold type and have followed the comment with the Company’s response.

Form 10-Q for the Quarter Ended March 29, 2019

Note 3. Revenue Recognition, page 13

1.

 We note under bill-and-hold arrangements, customers can direct the use of the bill-and-hold inventory for which you retain physical possession and thus, "transfer of control has been met." Please explain to us how you applied the guidance in ASC 606-10-25-30 in concluding that a customer has obtained control in a bill-and-hold arrangement. Additionally, in your assessment of transfer of control, tell us how each of the criteria under ASC 606-10-55-83 has been met.

Below is a brief background in relation to the Company’s customer arrangements subject to bill-and-hold, followed by our response to the accounting guidance referenced in the Staff’s comment.

Background

We respectfully advise the Staff, Aviat has two customers for which it recognizes revenue on a bill-and-hold basis under ASC 606: one in Asia (“Customer G”) and one in Africa (“Customer M”).

Customer G is a major provider of telecommunication services in the Philippines. To manage its supply chain related to telecommunications equipment, Customer G has established terms such that equipment it purchases from Aviat is warehoused in a facility managed by Aviat in Manila, Philippines for the convenience of Customer G.  The master agreement signed by Customer G outlines certain key terms and the individual POs that are issued by Customer G to Aviat, references the master agreement.  Once a Purchase Order (“PO”) is fulfilled by Aviat, the shipment of the equipment is into an Aviat-controlled warehouse in Manila,

1

Philippines where it is then directed to sites to be installed throughout the Philippines, at the discretion of Customer G.

Customer M is a major provider of telecommunication services in South Africa.  To manage its supply chain related to telecommunications equipment, Customer M has established terms such that equipment it purchases from Aviat is warehoused in a facility managed by Aviat in Johannesburg, South Africa for the convenience of Customer M.  The master agreement signed by Customer M outlines certain key terms and the individual POs that are issued by Customer M to Aviat, references the master agreement.  Once a PO is fulfilled by Aviat, the shipment of the equipment is into an Aviat-controlled warehouse in Johannesburg, South Africa where it is then directed to sites to be installed throughout South Africa, at the discretion of Customer M.

Response to Staff’s Comment

The Company has addressed the applicable guidance in accordance with ASC 606-10-25-30 and ASC 606-10-55-83 as follows:

606-10-25-30

 Customer G

 Customer M

(a)    The entity has a present right to payment for the asset – If a customer presently is obligated to pay for an asset, then that may indicate that the customer has obtained the ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset in exchange.

 Aviat has the contractual right to payment for 50% of the equipment value upon delivery to the bill-and-hold warehouse (DAP “delivered at place” Vendor’s warehouse in Manila).  Aviat has the contractual right to payment for the remaining 50% after the equipment has been installed and acceptance received at one of Customer G’s sites.

Per Paragraph BC148 of ASU 2014-09, the Board rejected specifying a right to payment as the overarching criteria in determining if revenue can be recognized.  It was noted the core revenue recognition principle is determining if control has been transferred to the customer.  Further, the acceptance is considered a formality (perfunctory) (see discussion below).

 Aviat has the contractual right to payment for 100% of the equipment value upon delivery to South Africa (DDP “incoterm upon delivery” Johannesburg).   Therefore, Aviat has the contractual right to payment prior to the inventory arriving at the bill-and-hold warehouse.

2

(b)    The customer has legal title to the asset – Legal title may indicate which party to a contract has the ability to direct the use of, and obtain substantially all of the remaining benefits from, an asset or to restrict the access of other entities to those benefits.  Therefore, the transfer of legal title of an asset may indicate that the customer has obtained control of the asset.  If an entity retains legal title solely as protection against the customer’s failure to pay, those rights of the entity would not preclude the customer from obtaining control of an asset.

 Legal title to the equipment passes to Customer G when it arrives at the bill-and-hold warehouse (DAP, Aviat’s warehouse in Manila).

 Legal title to the equipment passes to Customer M when Customer M takes delivery of the equipment in accordance with Incoterm 2010 (DDP Johannesburg, South Africa).  Therefore, legal title to the equipment passes to Customer M upon arriving at the bill-and-hold warehouse.

(c)    The entity has transferred physical possession of the asset - The customer’s physical possession of an asset may indicate that the customer has the ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset or to restrict the access of other entities to those benefits.  For example, in some repurchase agreements and in some consignment arrangements, a customer or consignee may have physical possession of an asset that the entity controls.  Conversely, in some bill-and-hold arrangements, the entity may have physical possession of an asset that the customer controls.  Paragraphs 606-10-55-66 through 55-78, 606-10-55-79 through 55-80, 606-10-55-79 through 55-80, and 606-10-55-81 through 55-84 provide guidance on accounting for repurchase agreements, consignment arrangements, and bill-and-hold arrangements, respectively.

 Aviat and Customer G entered into a separate warehousing services agreement which is a separate performance obligation to store Customer G’s equipment in the bill-and-hold warehouse. While the equipment is in the bill-and-hold warehouse, the control to direct where the equipment is being deployed to a site resides with Customer G.  Please see further discussion under ASC 606-10-55-83 (c) below.

 Aviat and Customer M entered into a separate warehousing services agreement which is a separate performance obligation to store Customer M’s equipment in the bill-and-hold warehouse. While the equipment is in the bill-and-hold warehouse, the control to direct where the equipment is being deployed to a site resides with Customer M.  Please see further discussion under ASC 606-10-55-83 (c) below.

3

(d)    The customer has the significant risks and rewards of ownership of the asset – The transfer of the significant risks and rewards of ownership of an asset to the customer may indicate that the customer has obtained the ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset.  However, when evaluating the risks and rewards of ownership of a promised asset, an entity shall exclude any risks that give rise to a separate performance obligation in addition to the performance obligation to transfer the asset.   For example, an entity may have transferred control of an asset to a customer but not yet satisfied an additional performance obligation to provide maintenance services related to the transferred asset.

 Legal title of the equipment passes to Customer G at Manila Warehouse (DAP Manila); therefore, the customer has the risks and rewards of ownership as in accordance with ASC 606-10-25-25 it can: a) use the equipment to settle liabilities, b) sell or exchange the equipment with a third party or c) pledge the equipment to secure a loan. Aviat’s creditors would have no claim to this inventory at the point Customer G obtained title to the equipment.  Warehousing service is a separate performance obligation which Aviat bills the customer separately and is excluded from the analysis as per the guidance prescribed. Customer G has discretion over the sites to which the equipment is delivered and installed and therefore has the ability to direct the use of the equipment.

 Legal title of the equipment passes to Customer M upon arriving at the bill-and-hold warehouse (DDP Johannesburg, South Africa); therefore, the customer has the risks and rewards of ownership as in accordance with ASC 606-10-25-25  it can: a) use the equipment to settle liabilities, b) sell or exchange the equipment with a third party or c) pledge the equipment to secure a loan. Aviat’s creditors would have no claim to this inventory at the point Customer M obtained title to the equipment.  Warehousing service is a separate performance obligation which Aviat bills the customer separately and is excluded from the analysis as per the guidance prescribed. Customer M has discretion over the sites to which the equipment is delivered and installed and therefore has the ability to direct the use of the equipment.

4

(e)    The customer has accepted the asset – The customer’s acceptance of an asset may indicate it has obtained the ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset.  To evaluate the effect of a contractual customer acceptance clause on when control of an asset is transferred, an entity shall consider the guidance in paragraphs 606-10-55-85 through 55-88.

 Acceptance of the equipment is related to Aviat’s specified performance criteria.   Acceptance tests are conducted to ensure there are no interoperability issues with the equipment (e.g., correct frequency to ensure operability within Customer G’s network).  This has historically been demonstrated prior to shipment to the bill-and-hold warehouse.

Acceptance is therefore determined to be a formality in accordance with ASC 606-10-55-86 as the equipment is built specifically to the proof of concept agreed to by Customer G.   We have not experienced any significant requests for return or exchange for the equipment based on our history with Customer G.  Customer G has been a customer since 2014.

 Acceptance of the equipment is related to Aviat’s specified performance criteria.   Acceptance tests are conducted to ensure there are no interoperability issues with the equipment (e.g., correct frequency to ensure operability within Customer M’s network).  This has historically been demonstrated prior to shipment to the bill-and-hold warehouse.

Acceptance is therefore determined to be a formality in accordance with ASC 606-10-55-86 as the equipment is built specifically to the proof of concept agreed to by Customer M.   We have not experienced any significant requests for return or exchange for the equipment based on our history with Customer M.  Customer M has been a customer since 2015.

Conclusion for Customer G

Based on the review of the five control indicators of ASC 606-10-25-30 above, the only indicator that does not point to control transfer at the Manila warehouse is physical possession of the equipment while Aviat provides the warehousing services. However, warehousing of the equipment at the bill-and-hold warehouse is for the convenience of Customer G, which has the ability to direct the use of the equipment once it arrives at the warehouse. Therefore, we believe the criteria for control transfer to customer G are met in accordance with ASC 606-10-25-30.

Conclusion for Customer M

Based on the review of the five control indicators of ASC 606-10-25-30 above, the only indicators that do not point to control transfer at the Johannesburg warehouse is physical possession. However, warehousing of the equipment at the bill-and-hold warehouse is for the convenience of Customer M, which has the ability to direct the use of equipment once it arrives at the warehouse. Therefore, we believe the criteria for control transfer to customer M are met in accordance with ASC 606-10-25-30.

As ASC 606-10-25-30(c) has not be met for Customer G or M, we then assess if the bill-and-hold criteria are met under 606-10-55-83 (point 2 of comment):

5

In addition to applying the guidance in paragraph 606-10-25-30, for a customer to have obtained control of a product in a bill-and-hold arrangement, all of the following criteria must be met:

606-10-55-83

 Customer G

 Customer M

(a)    The reason for the bill-and-hold arrangement must be substantive (for example, the customer has requested the arrangement).

 Customer G has requested this arrangement as they require a physical warehouse to store the equipment prior to installation at their various sites. The warehousing arrangement allows the customer to have Aviat manage their inventory and to reduce lead time.

 Customer M has requested this arrangement as they require a physical warehouse to store the equipment prior to installation at their various sites. The warehousing arrangement allows the customer to have Aviat manage their inventory and to reduce lead time.

(b)    The product must be identified separately as belonging to the customer.

 The bill-and-hold warehouse space is dedicated to Customer G; therefore, there is no equipment for other customers in this space.

 The bill-and-hold warehouse space is dedicated to Customer M; therefore, there is no equipment for other customers in this space.

(c)    The product currently must be ready for physical transfer to the customer.

 No work is performed on the equipment at the bill-and-hold warehouse; therefore, the equipment is ready to be deployed to one of Customer G’s sites for installation at the discretion of Customer G.

 No work is performed on the equipment at the bill-and-hold warehouse; therefore, the equipment is ready to be deployed to one of Customer M’s sites for installation at the discretion of Customer M.

(d)    The entity cannot have the ability to use the product or to direct it to another customer.

 Aviat cannot use the equipment or direct it to another customer because it no longer has title to the equipment.  Customer G directs where the equipment in the warehouse should be deployed.

 Aviat cannot use the equipment or direct it to another customer because it no longer has title to the equipment.  Customer M directs where the equipment in the warehouse should be deployed.

Conclusion for Customer G and M

All criteria for Customer G and Customer M are met above in accordance with ASC 606-10-55-83.

The Company acknowledges the following:

•

 the Company is responsible for the adequacy and accuracy of the disclosures in the filing;

•

 staff comments or changes to disclosures 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.

Should you have any questions or comments about our responses, please contact Eric Chang, Principal Accounting Officer at (408) 941-7124 or eric.chang@aviatnet.com or myself at (408) 941-7107 or stan.gallagher@aviatnet.com.

6

Sincerely,

/s/ Walter Stanley Gallagher, Jr.

Walter Stanley Gallagher

June 25, 2019
Walter Stanley Gallagher, Jr.
Chief Operating Officer and Principal Financial Officer
Aviat Networks, Inc.
860 N. McCarthy Blvd., Suite 200
Milpitas, California 95035
Re:Aviat Networks, Inc.
10-K for the Year Ended June 30, 2018
Filed August 28, 2018
Form 10-Q for the Quarter Ended March 29, 2019
Filed May 13, 2019
File No. 001-33278
Dear Mr. Gallagher:
            We have reviewed your filing and have the following comment.  In our comment, we ask
you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-Q for the Quarter Ended March 29, 2019
Note 3. Revenue Recognition, page 13
1.We note under bill-and-hold arrangements, customers can direct the use of the bill-and-
hold inventory for which you retain physical possession and thus, "transfer of control has
been met."  Please explain to us how you applied the guidance in ASC 606-10-25-30 in
concluding that a customer has obtained control in a bill-and-hold arrangement.
Additionally, in your assessment of  transfer of control, tell us how each of the criteria
under ASC 606-10-55-83 has been met.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Kathryn Jacobson, Senior Staff Accountant at (202) 551-3365 or Robert

 FirstName LastNameWalter Stanley Gallagher, Jr.
 Comapany NameAviat Networks, Inc.
 June 25, 2019 Page 2
 FirstName LastName
Walter Stanley Gallagher, Jr.
Aviat Networks, Inc.
June 25, 2019
Page 2
Littlepage, Accountant Branch Chief at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

May 30, 2014

Via E-mail
Mr. Edward J. Hayes, Jr.
Senior Vice President and Chief Financial Officer
Aviat Networks, Inc.
5200 Great America Parkway
Santa Clara, California  95054

Re: Aviat Networks, Inc.
Form 10 -K for the Year Ended June 28, 2013
Filed September 23 , 2013
File No. 1-33278

Dear Mr. Hayes :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s 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 l aws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

Sincerely,

 /s/ Terry French for

Larry Spirgel
Assistant Director

CORRESP
1
filename1.htm

		Aviat SEC Comment Response Letter_5-1-14

CONFIDENTIAL TREATMENT REQUESTED BY

AVIAT NETWORKS, INC.

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED UNDER 17 C.F.R. § 200.83 WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.

May 1, 2014

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention:

 Larry Spirgel, Assistant Director

Re:

 Aviat Networks, Inc.

Form 10-K for the Year Ended June 28, 2013

Filed September 23, 2013

Form 10-Q for the Quarterly Period Ended December 27, 2013

Filed February 10, 2014

File No. 1-33278

Dear Mr. Spirgel,

Aviat Networks, Inc. (“the “Company”) is submitting this letter in response to the comments from the Staff (“Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter dated April 10, 2014 (the “Comment Letter”) regarding the filings referenced above. Please find the Company’s responses to the Staff’s comments below. For your convenience, the Company has copied the comment in the Comment Letter immediately preceding the Company’s response.

Because of the commercially sensitive nature of information contained herein, this submission is accompanied by a request for confidential treatment for selected portions of this letter.  The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83.  For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of Information and Privacy Act Operations as well as a copy of this correspondence, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

Form 10-Q for the Quarterly Period Ended December 27, 2013

Notes to the Condensed Consolidated Financial Statements

CONFIDENTIAL TREATMENT REQUESTED BY

AVIAT NETWORKS, INC.

Note 1, The Company and Basis of Presentation

Correction of Immaterial Errors, page 7

We note your disclosure that you recognized an adjustment of $2.2 million during the second quarter of fiscal 2014 to correct immaterial errors arising from fiscal 2007 through September 27, 2013 to decrease the provision for income taxes and your reserve for uncertain tax positions. Please provide us with your analysis under the accounting literature for not reporting this as the correction of an error for financial reporting purposes.

Company Response:

This correction of an immaterial error was related to the Company’s Reserve for Uncertain Tax Positions in a subsidiary whose functional currency was the U.S. dollar. The ultimate settlement, if any, of this liability would be in the subsidiary’s local currency. This reserve was initially recorded during fiscal 2007, 2008 and 2009 as top side adjustments totaling $4.2 million in U.S. dollars, but should have been calculated and recorded in local currency and subsequently remeasured each period thereafter. [***].

[***].

Materiality Guidance:

The Company assessed the materiality of this misstatement under the guidance of Staff Accounting Bulletin (“SAB”) No. 99, Materiality, and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, which are codified in Accounting Standards Codification (“ASC”) 250-10-S99 Sub Topic 1.M. and 1.N.  The Company also considered other guidance provided in ASC 250, Accounting Changes and Error Corrections.

Materiality concerns the significance of an item to users of a registrant’s financial statements.  A matter is “material” if there is a substantial likelihood that a reasonable person would consider it important. In its Concepts Statement 2, Qualitative Characteristics of Accounting Information, the Financial Accounting Standard Board stated the essence of the concept of materiality as follows: “The omission or misstatement of an item in a financial report is material if, in the light of surrounding circumstances, the magnitude of the item is such that it is probable that the judgment of a reasonable person relying upon the report would have been changed or influenced by the inclusion or correction of the item.”

Under SAB No. 99 and SAB No. 108, an assessment of materiality requires that one views the facts in the context of the “surrounding circumstances.”  In the context of a misstatement of a financial statement item, while the “total mix” includes the size in numerical or percentage terms of the misstatement, it also includes the factual context in which the user of financial statements would view the financial statement item. Management must consider both “quantitative” and “qualitative” factors in assessing an item’s materiality.

Quantitative Considerations:

The quantitative impact of this misstatement is summarized as follows:

CONFIDENTIAL TREATMENT REQUESTED BY

AVIAT NETWORKS, INC.

 Fiscal Years Ended prior to July 1, 2011

 Fiscal Year Ended

 Six Months Ended

(Dollars in millions)

 July 1, 2011

 June 29, 2012

 June 28, 2013

 December 27, 2013

Provision for (benefit from) income taxes as reported

 14.1

 1.5

 13.3

 (0.3)

Increase (decrease) as a result of the error

 0.3

 0.6

 (0.2)

 1.4

 (2.1)

Provision for income taxes as if adjusted

 14.7

 1.3

 14.7

 (2.4)

Net loss as reported

 (90.5)

 (24.1)

 (15.0)

 (23.5)

(Increase) decrease as a result of the error

 (0.3)

 (0.6)

 0.2

 (1.4)

 2.1

Net loss as if adjusted

 (91.1)

 (23.9)

 (16.4)

 (21.4)

Percentage of net loss as reported

 0.7

  %

 (0.8

 )%

 9.3

  %

 (8.9

 )%

Stockholders' Equity as reported

 177.7

 157.5

 149.9

 128.9

Increase (decrease) as a result of the error

 (0.9)

 (0.7)

 (2.1)

 0.0

Stockholders' Equity as if adjusted

 176.8

 156.8

 147.8

 128.9

Percentage of stockholders' equity as reported

 (0.5

 )%

 (0.4

 )%

 (1.4

 )%

 0.0

  %

 Fiscal 2013

 Fiscal 2014

(Dollars in millions)

 Q1

 Q2

 Q3

 Q4

 Q1

 Q2

Provision for income taxes as reported

 1.5

 9.9

 0.6

 1.3

 0.2

 (0.5)

Increase (decrease) as a result of the error

 0.2

 1.8

 (0.3)

 (0.3)

 0.1

 (2.2)

Provision for income taxes as if adjusted

 1.7

 11.7

 0.3

 1.0

 0.3

 (2.7)

Net loss as reported

 (2.2)

 (5.3)

 (1.7)

 (5.8)

 (13.6)

 (9.9)

(Increase) decrease as a result of the error

 (0.2)

 (1.8)

 0.3

 0.3

 (0.1)

 2.2

Net loss as if adjusted

 (2.4)

 (7.1)

 (1.4)

 (5.5)

 (13.7)

 (7.7)

Percentage of net loss as reported

 9.1

  %

 34.0

  %

 (17.6

 )%

 (5.2

 )%

 0.7

  %

 (22.2

 )%

Stockholders' Equity as reported

 157.6

 154.2

 154.0

 149.9

 137.9

 128.9

Increase (decrease) as a result of the error

 (0.9)

 (2.7)

 (2.4)

 (2.1)

 (2.2)

 0.0

Stockholders' Equity as if adjusted

 156.7

 151.5

 151.6

 147.8

 135.7

 128.9

Percentage of stockholders' equity as reported

 (0.6

 )%

 (1.8

 )%

 (1.6

 )%

 (1.4

 )%

 (1.6

 )%

 0.0

  %

The overstatement of income in fiscal 2013 was $1.4 million, or 9.3% of our net loss.  In fiscal 2013, our net loss was lower in absolute dollars than fiscal 2011 and 2012 as we were moving toward breakeven profitability.

The Company’s net loss for the six months ended December 27, 2013 was $23.5 million and the forecasted net loss for the full fiscal 2014 year was $36.0M, according to the Company’s internal approved forecast dated February 5, 2014.

The understatement of income of $2.2 million and $2.1 million, respectively, for the three and six months ended December 27, 2013 represented 22.2% and 8.9% of the Company’s net loss for those respective periods.  The understatement of income of $2.1 million for the six months ended December 27, 2013 represented 6% of the forecasted net loss for the year. During the six

CONFIDENTIAL TREATMENT REQUESTED BY

AVIAT NETWORKS, INC.

months ended December 27, 2013, the magnitude of the error originating during this period was a $0.1 million overstatement of income which was recorded in the first three months of that period. [***].

Qualitative Considerations:

The Company believes that the most important factors in investors’ and analysts’ evaluation of the Company’s business and results of operations are revenue, gross margin, operating income, non-GAAP earnings per share and cash generation. The error did not affect any of these financial measures.  During the second quarter of fiscal 2013, the Company recorded an additional $9.9 million reserve for uncertain tax positions described above. During the second quarter of fiscal 2014, the Company made a large cash payment related to this liability also described above.  The Company is providing to the Staff two analyst reports from Needham, the investment analyst that covers Aviat, issued immediately after the Company’s earnings announcements in the second quarter of fiscal 2013 and 2014, respectively. The financial tables in these reports as well as their commentary demonstrate that these are the financial measures noted above are the most important from an investor perspective. This analyst excludes the income tax provision from their financial models for the Company, and instead replaces it with a non-GAAP tax provision that is an estimate of expected cash tax payments.

Based on this, the Company believes its investors place a higher degree of emphasis on the Company’s non-GAAP income tax provision and the Company’s expected cash tax payments related to its ongoing business than on the actual provision for income taxes. The Company believes there is a very low degree of sensitivity and importance placed on the Provision for Income Taxes and the Reserve for Uncertain Tax Positions by investors, and therefore the difference of $2.2 million is immaterial based on its qualitative merits.

The following facts are also worth noting:

1)

 [***].

2)

 Although this one-time $9.9 million tax provision was disclosed in the text of the quarterly earnings release and mentioned during the earnings conference call, there were no questions asked related to this item. A transcript of that conference call is being provided supplementally to the Staff.

3)

 There was no adverse stock price impact as a result of this large income tax provision and the stock price closed at $3.74 immediately prior to issuing the Company’s earnings release, and closed at $3.75 and $3.74, respectively, on the two days following the earnings release, suggesting that the market does not place any appreciable degree of emphasis on this type of item.

4)

 During the quarter ended December 27, 2013, the Company made a tax payment of $13.2 million related to this liability. Although this cash tax payment was disclosed in the text of the quarterly earnings release and mentioned in the Company’s CFO’s commentary on the earnings conference call, there were no questions asked related to this item. A transcript of that conference call is being provided supplementally to the Staff.

In considering the materiality of this misstatement, the Company also considered the following qualitative factors set forth in SAB 99:

1. Whether the misstatement arises from an item capable of precise measurement or whether it arises from an estimate and, if so, the degree of imprecision inherent in the estimate. The Company’s Reserve for Uncertain Tax Positions is accounted for in accordance with ASC 740-10 (formerly FASB Interpretation #48 (FIN 48)). ASC740-10 requires judgment regarding the likelihood of potential outcomes with tax jurisdictions that are judgmental. The measurement in a functional currency is a precise measurement. The error related only to not remeasuring this liability from the functional currency to the reporting currency.

2. Whether the misstatement masks a change in earnings or other trends. As noted above, this misstatement only affected the provision for income taxes and reserve for uncertain tax positions which are not performance metrics that are important to investors. This misstatement did not mask a change in the Company’s net loss trend. In each fiscal year period presented and in each quarter of fiscal 2013 and 2014, the Company recorded a net loss. Had this misstatement not occurred, there still would have been a net loss in each recorded period.

CONFIDENTIAL TREATMENT REQUESTED BY

AVIAT NETWORKS, INC.

3. Whether the misstatement hides a failure to meet analysts’ consensus expectations for the enterprise. As mentioned above, the Company believes that analysts exclude the income tax provision from their financial models for the Company, and instead replace it with the non-GAAP tax provision. Accordingly, this misstatement did not hide a failure to meet analysts’ consensus expectations for the enterprise.

4. Whether the misstatement changes a loss into income or vice versa. This misstatement does not change a loss into income. In each fiscal year period presented and in each quarter of fiscal 2013 and 2014, the Company recorded a net loss. Had this misstatement not occurred, there still would have been a net loss in each recorded period.

5. Whether the misstatement concerns a segment or other portion of the registrant’s business that has been identified as playing a significant role in the registrant’s operations or profitability. The Company has only one reportable segment.

6. Whether the misstatement affects the registrant’s compliance with regulatory requirements. This misstatement does not and did not have an impact on compliance with regulatory requirements.

CONFIDENTIAL TREATMENT REQUESTED BY

AVIAT NETWORKS, INC.

7. Whether the misstatement affects the registrant’s compliance with loan covenants or other contractual requirements. The Company’s loan covenants are based on achieving certain ratios of earnings before interest, taxes, depreciation and amortization. A change in the income tax provision has no impact on these calculations.

8. Whether the misstatement has the effect of increasing management’s compensation. There was no effect on the compensation of senior management, as the provision for income tax is not a component of senior management bonuses.

9. Whether the misstatement involves concealment of an unlawful transaction.  There was no concealment of any unlawful transaction.

Management’s Materiality Assessment and Conclusion

As indicated above, the Company considered both quantitative and qualitative factors when evaluating the materiality of this misstatement. The Company considered the magnitude of the item and believes a reasonable investor relying upon the reported financial statements would not have been influenced by the inclusion or correction of this misstatement. On a quantitative basis, this misstatement resulted in a small overstatement of income recorded in the first three months of six months ended December 27, 2013. On a qualitative basis, there was no reaction from investors in a quarter where the Company recorded a much larger one-time provision for income taxes. The Company believes this is strong qualitative evidence supporting the fact that a misstatement to the Company’s income tax provision is immaterial to investors. Based on the quantitative and qualitative factors discussed, the Company concluded the error was not material to any of the periods previously presented.

Disclosure

In the process of preparing this response letter, the Company identified certain clarifying edits to its previous disclosure that it intends to make in future filings. The disclosure the Company will make is described in the paragraph below.

Correction of Immaterial Errors

We recognized an adjustment of $2.2 million during the

April 10, 2014

Via US Mail
Mr. Edward J. Hayes, Jr.
Senior Vice President and Chief Financial Officer
Aviat Networks, Inc.
5200 Great America Parkway
Santa Clara, California  95054

Re: Aviat Networks, Inc.
Form 10 -K for the Year Ended June 28, 2013
Filed September 23 , 2013
Form 10 -Q for the Quarterly Period Ended December 27, 2013
Filed February  10, 201 4
File No. 1-33278

Dear Mr. Hayes :

 We have reviewed your filing and have the following comment.  Please provide us with
the requested  information so we may better understand 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 comment appl ies to your facts and circumstances, please tell us why in your
response.

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

Form 10 -Q for the quarterly period ended December 27, 2013

Notes  to Condensed Consolidated Financial Statements

Note  1. The Company and Basis of Presentation

Correction of Immaterial Errors, page 7

We note your disclosure t hat you recognized an adjustment of $2.2 million during the
second quarter of fiscal 2014 to correct immaterial errors arising from fiscal 2007 through
September 27, 2013 to decrease the provision for income taxes and your reserve for uncertain tax
positio ns. Please provide us with your analysis under the accounting literature for not reporting
this as the correction of an error for financial reporting purposes.

Mr. Edward J. Hayes, Jr.
Aviat Networks, Inc.
April 10, 2014
Page 2

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
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 a company’s disclosure, they  are responsible for the accuracy
and adequacy of the disclosures they have made.

            In responding to our comment, 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 p roceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Sharon Virga , Senior Staff Accountant , at 202-551-3385  or Terry
French, Accountant Branch Chief, a t 202-551-3828  if you have questi ons regarding the comment
on the financial statements and related matters.  Please contact me at  202-551-3810  with any
other questions.

Sincerely,

 /s/ Terry French for

Larry Spirgel
Assistant Director

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

      DIVISION OF
CORPORATION FINANCE

March 28 , 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 refer you to our comment letter dated February 27, 2013 regarding business contacts
with Syria, Sudan and Cuba .  We have completed our review of this subject matter.  We remind
you that our comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respect to the company or 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.  We urge all persons who are
responsible for the accuracy and adequacy of the disclosure in the fi ling to be certain that the
filing includes the information the Securities Exchange Act of 1934 and all applicable rules
require .

                  Sincerely,

                 /s/ Cecilia Blye

                  Cecilia Blye, Chief
                  Office of Global S ecurity Risk

cc:  Larry Spirgel
  Assistant Director
 Division of Corporation Finance

CORRESP
1
filename1.htm

		Form Corresp_3-15-13

[Letterhead of Aviat Networks, Inc.]

March 15, 2013

Ms. Cecelia Blye

Chief

Office of Global Security Risk

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street N.E.

Washington, DC 20549

Re:     Aviat Networks, Inc.

Form 10-K for the Fiscal Year Ended June 29, 2012

Filed September 4, 2012

File No. 1-33278

Dear Ms. Blye,

Aviat Networks, Inc. ( the “Company”) is submitting this letter in response to the comments from the staff of the Securities and Exchange Commission (the “Commission”) contained in the letter dated February 27, 2013  regarding the Form 10-K for the year ended June 29, 2012 of the Company (“Form 10-K”).   Our responses pertain to the three fiscal years reported in the Form 10-K and for the subsequent period to date.  For your convenience, we have copied each of the staff's comments in italics immediately preceding our response thereto and the headings and numbered responses in this response letter correspond to the headings and numbered comments contained in the comment letter.  Confidential treatment for this letter is requested under the Freedom of Information Act pursuant to Rule 83 of the SEC's Rules of Practice, 17 CFR Section 200.83.

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 to 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 indirect 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 network operations center in Lagos; and we note from Zain's website that it conducts business in Sudan. Your response should describe any products, technology or services you have provided to or received from Syria, Sudan or Cuba, and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities controlled by their governments.

*Redacted.

In July 2009, Aviat Networks Communication Solutions Limited, a wholly-owned subsidiary of Aviat U.S., Inc., (“Aviat Nigeria”), constructed a Network Operations Center (NOC) for Zain Nigeria in Nigeria.  Aviat Nigeria built the facility to manage and monitor only Zain's network equipment in Nigeria.  Zain's businesses in Nigeria (today known as Airtel Networks Limited, Nigeria), including the NOC, were

*Redacted pursuant to Rule 83 of the SEC's Rules of Practice, 17, CFR Section 200.83.

1

acquired subsequently by Bharti Airtel Limited, a public limited company in India that today owns 79.06% of Airtel Networks Limited, Nigeria.  Aviat Nigeria has never been involved in the day-to-day operation of the NOC.

*Redacted.

We have no past, current or anticipated contacts with Cuba to describe.  Also, we have not received any products, technology or services from Syria, Sudan or Cuba, nor do we have any agreements, commercial arrangements, or other contacts with the governments of those countries or entities controlled by them. *Redacted.

We wish to emphasize that our policy is to conduct business in compliance with all laws and regulations, wherever we do business.  We strive to comply with all U.S. export control and economic sanction laws, regulations and requirements, including prohibitions and restrictions relating to Cuba, Sudan and Syria.  We have established a Business Ethics Program and a Code of Conduct for all of our employees and take appropriate steps to ensure that they are aware of them.  The Code of Conduct requires all Company employees to abide by legal regulations that govern our business, including compliance with national and international laws relating to trade restrictions. We place similar provisions in our contracts with our customers, resellers and distributors, as applicable.

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 three 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 company'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 sponsors 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.

*Redacted.

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 Company. 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 profit 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 intercept 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.

*Redacted.

We have had a longstanding and valued business relationship with these MTN Group entities.  To date, we have not encountered any reputational harm from this relationship, and do not foresee any such harm stemming from this relationship at this time.

*Redacted pursuant to Rule 83 of the SEC's Rules of Practice, 17, CFR Section 200.83.

2

We disclaim any contacts or transactions with MTN Irancell.  We have had no information or involvement with anybody in the MTN Group regarding the negative publicity and news reports to which the staff has referred.  We have no information that any of our transactions with the above-listed MTN Group members have involved MTN Irancell.  Furthermore, our software contained in our equipment does not pertain to call and data intercepts.

The Company acknowledges 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.

Should you have any questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at 408-567-7137.

Sincerely,

/s/ Meena Elliott

Meena Elliott

Senior Vice President, General Counsel, Secretary

Aviat Networks, Inc.

cc:     Larry Spirgel, Assistant Director, Division of Corporation Finance

Michael A. Pangia, President and Chief Executive Officer, Aviat Networks, Inc.

3

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

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

       DIVISION OF
CORPORATION FINANCE

 March 23, 2011

Via U.S. Mail and Facsimile to:  (408) 567-7001
  Charles D. Kissner Chief Executive Officer Aviat Networks, Inc. 5200 Great America Parkway Santa Clara, CA 95054
Re:  Aviat Networks, Inc.
Form 10-K for the Year Ended July 2, 2010 Filed September 9, 2010  File Number 001-33278

Dear Mr. Kissner:

 We have completed our review of your Form 10-K and have no further comments at this
time.
       S i n c e r e l y ,            L a r r y  S p i r g e l         A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

SEC Correspondence Filing

 Aviat Networks, Inc.

 5200
Great America Parkway

 Santa Clara, CA 95054

 Phone: 408 567 7000

 Fax: 408 567 7111

 www.aviatnetworks.com

 March 16, 2011

VIA EDGAR

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Fax. No. (703) 813-6981

Attention:
Larry Spirgel, Assistant Director

Re:
Aviat Networks, Inc.

Form 10-K for the year ended July 2, 2010

Filed September 9, 2010

File Number 001-33278

 Ladies and
Gentlemen:

 This letter provides supplemental information requested by the Staff of the Securities and Exchange Commission (“Staff”)
during our phone conversation on March 10, 2011 regarding our response on February 25, 2011 to Staff Comments No. 5, 6 and 7 contained in the Staff’s comment letter dated February 4, 2011, regarding the above-referenced
filing.

 Your additional comments are provided for convenience along with the Company’s responses.

Staff Comments #1 and #2

 Note C
– Goodwill and Identifiable Intangible Assets, page 73

1.
We noted your response to Comment #5 in your letter dated February 25, 2011. Please clarify the consideration of normalized working capital levels in the
development of the discount rates to the cash flows used in the fair value calculations of intangible assets.

Response: The working capital levels referenced in the previous response represented normalized working capital levels of the Company. For
example, our working capital represented approximately 60% to 70% of each reporting unit’s net operating assets at the end of fiscal 2010, which was within the range of the Company’s historical working capital ratio in fiscal 2009 and
fiscal 2008. In addition, our aggregate working capital represented approximately 40% of total revenue at the end of fiscal 2010, which was within the range of the Company’s historical working capital to revenue ratio in fiscal 2009 and fiscal
2008. Our working capital to revenue ratio at the end of fiscal 2010 was also within the range of that of other comparable public companies that we considered as market participants. The working capital to net operating assets ratio varies depending
on changes in goodwill and intangible assets resulting from acquisition activities, therefore it may not be comparable among market participants.

 1

2.
In your previous response to Comment #6, you mentioned that your customer relationships repeat business rates assumption of 50% to 75% in the fiscal 2010 analysis
was lower than the assumption of 75% to 90% in the fiscal 2009 analysis because of greater expected losses associated with legacy customer relationships due to the operating challenges in fiscal 2010 as well as the planned discontinuance of
products. Please discuss the consideration of factors beyond the discontinuance of legacy products in the development of customer loss assumptions.

 Response: Our current product platform has new and different features and technology compared with our legacy products. Therefore we expected that the current product will appeal to a new set of
customers and that current product may not meet the requirements for or be attractive to some of our legacy customers. In the development of the customer loss assumptions for the fiscal 2010 impairment analysis, we assumed a decrease in legacy
product customers purchasing our current products as compared with purchasing our legacy products. In addition, we expected that the majority of our future revenue would come from new customers that were not part of the legacy customer relationship
asset that was tested for impairment at July 2, 2010. Based on above considerations, our repeat business rate assumption for fiscal 2010 decreased to 50% to 75% from 75% to 90% in fiscal 2009.

Staff Comment #3

 Form 10-Q
for the quarterly period ended October 1, 2010

 Note E — Inventories, page 8

3.
In your previous response to Comment #6, you mentioned that most of the manufacturing equipment for your current products recorded in your books is located at your
contract manufacturers’ facilities. Please clarify if the Company has title and ownership of the equipment.

Response: We confirm that we have title to and ownership of the manufacturing equipment related primarily to test stations for our current
products that are located at our contract manufacturers’ facilities. The procurement arrangements with our contract manufacturers were negotiated to take into account the economics of the Company providing the equipment. We have the
right to dispose of the equipment or to transfer it to other manufacturing facilities.

 The Company acknowledges 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.

 Should you have any questions or comments regarding the foregoing, please do not hesitate to contact the
undersigned at 408-567-7120.

Sincerely,

/s/ Thomas L. Cronan III

Thomas L. Cronan III

Senior Vice President and Chief Financial Officer

 cc:

 John J. Madigan, Vice President, Corporate Controller and Principal Accounting Officer

 Meena Elliott, Vice President, General Counsel and Corporate Secretary

 David Cima, Ernst & Young LLP

 Alan Kalin, Bingham McCutchen LLP

 2

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

       DIVISION OF
CORPORATION FINANCE

 February 4, 2011

Via U.S. Mail and Facsimile to:  (408) 567-7001
  Charles D. Kissner Chief Executive Officer Aviat Networks, Inc. 5200 Great America Parkway Santa Clara, CA 95054
Re:  Aviat Networks, Inc.
Form 10-K for the Year Ended July 2, 2010 Filed September 9, 2010  File Number 001-33278

Dear Mr. Kissner:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested response.  If you do not believe our comments a pply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 31
 1. We note that you had significant decreases in revenue from prior periods.  However your
disclosure regarding the decrease only states the regions that had the decrease/increase and provides general reasons that could be applicable to most companies.  Please identify and discuss key performance indicators, in cluding non-financial performance indicators
that you use to manage the business and that would be material to investors.  Your discussion should include the decline in sales attributable to product pricing and/or product volume.  You should identify and disclose known trends, events, demands, commitments and uncertainties that are reasonably likely to have a material effect on financial condition or operating performance in the future.  Please refer to Commission

Charles D. Kissner
Aviat Networks, Inc. February 4, 2011 Page 2
Guidance Regarding Management's Discussion and Analysis of Financial Condition and
Results of Operations, Release Nos. 33-8350; 34-48960; FR-72 at:  http://www.sec.gov/rules/interp/33-8350.htm
.  Please provide us with the proposed
disclosures that you will include in your future to provide the details above.
 Liquidity, Capital Resources and Financial Strategies, page 40

 2. Please consider enhancing your liquidity sec tion to provide greater detail on historical
sources and uses of cash including trends and uncertainties, and discussion of prospective information regarding companies' sources of and needs for capital. Refer to Commission Guidance Regarding Management's Discussion and Analysis of Financial Condition and
Results of Operations, Release Nos. 33-8350; 34-48960; FR-72 at:  http://www.sec.gov/rules/interp/33-8350.htm
.  Please provide us with the proposed
disclosures that you will include in future filings to provide the details above.
 Critical Accounting Estimates, page 46

 3. We note that some of your critical accounting estimates, such as revenue recognition, are
exactly the same as your accounting policies in the financial statements.  Critical accounting estimates should supplement, not duplicate, the description of accounting policies that are already disclosed in the notes to the financial statements. The disclosure should provide greater insight into the quality and variability of information regarding financial condition and operating performance. While accounting policy notes in the financial statements generally describe the method used to apply an accounting principle, the discussion in MD&A should present a company's analysis of the uncertainties involved in applying a principle at a given time or the variability that is reasonably likely to result from its application over time.  Please consider enhancing your critical accounting estimates in future filings.  Refer to Commission Guidance Regarding Management's Discussion and Analysis of Financial Condition and Results of Operations, Release Nos. 33-8350; 34-48960; FR-72 at:  http://www.sec.gov/rules/interp/33-8350.htm
.  Please provide us with the proposed
disclosures that you will include in future filings to provide the details above.
 Goodwill, Identifiable Intangible Assets and Impairment of Long-Lived Assets, page 64

 4. You state that goodwill and intangible assets deemed to have indefinite lives are tested at
the reporting unit level.  Please note that intangible assets that have indefinite lives should be tested at the unit of accounting level not at the reporting unit level.  Refer to ASC 350-30-35.  Tell us in detail how you test indefinite lived intangible assets currently and in the past.

Charles D. Kissner
Aviat Networks, Inc. February 4, 2011 Page 3  Note C – Goodwill and Identifiable Intangible Assets, page 73

 5. We note that you recorded impairment charges of $63.2 million for identifiable intangible
assets during fiscal year ended July 2, 2010.  We also note that you applied discount rates ranging from 28% to 30% to the cash flows used in the fair value calculations of intangible assets.  In this regard tell us in detail why you believe that discount rates ranging from 28% to 30% were appropriate.

6. Furthermore, tell us if you tested your identifiable intangible assets for impairment
during the fiscal year ended July 3, 2009 when you had impaired goodwill for $279.0 million and trade names from $32.6 million.  If you did test them in the prior year, tell us what assumptions changed in your impairment testing between the two periods.  Tell us the assumptions used for your goodwill and indefinite lived assets impairment test in the fiscal year ended July 2, 2009.

Form 10-Q for the quarterly period ended October 1, 2010

 Note E – Inventories, page 8

 7. You state that beginning in the first qua rter of fiscal 2011, the production of your
products is outsourced to contract manuf acturers and you no longer manufacture products
internally.  In this regard, tell us if this manufacturing equipment is still recorded on your books.  If it is still recorded in your books tell us what your future plans are for this equipment.  Tell us how you considered its useful lives and/or the potential for impairment.
Executive Compensation, page 18

  8. Your compensation discussion and analysis should be sufficiently precise to identify
material differences in compensation policies for individual officers. In this regard, we note the significantly different amounts paid to  your various Named Executive Officers.
Please revise your disclosure to explain in more detail the reasons for the differences in the amounts of compensation awarded to the named executive officers.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
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 a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
 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;

Charles D. Kissner
Aviat Networks, Inc. February 4, 2011 Page 4
 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.

You may contact Inessa Kessman, Staff Acc ountant, at (202) 551-3371, or Kyle Moffatt,
Accounting Branch Chief, at (202) 551-3836 if you have questions regarding comments on the financial statements and related matters.  Please contact John Zitko, Staff Attorney, at (202) 551-3399, Paul Fischer, Attorney-Adviso r, at (202) 551-3415, or me at (202) 551-3810
with any other questions.
Sincerely,
     Larry Spirgel
        A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

SEC Correspondence

 Aviat Networks, Inc.

 5200 Great America Parkway

 Santa Clara, CA 95054

Phone: 408 567 7000

 Fax: 408 567 7111

 www.aviatnetworks.com

February 25, 2011

 VIA EDGAR AND
FACSIMILE

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549

 Fax. No.
(703) 813-6981

Attention:

Larry Spirgel, Assistant Director

Re:

Comment Letter Dated February 4, 2011

Aviat Networks, Inc.

Form 10-K for the year ended July 2, 2010

Filed September 9, 2010

File Number 001-33278

 Dear Mr. Spirgel:

 Aviat Networks, Inc. (“Aviat Networks” or the “Company”) is submitting this letter in response to the comments from the
staff (“Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter dated February 4, 2011 (the “Comment Letter”) regarding the Form 10-K for the year ended July 2, 2010 of the
Company (the “Form 10-K”). Please find our responses to the Staff’s comments below. For your convenience, we have copied each of the comments in the Comment Letter immediately preceding our response thereto and the headings and
numbered responses in this response letter correspond to the headings and numbered comments contained in the Comment Letter.

 Staff Comment
#1

 Form 10-K for the Fiscal Year Ended July 2, 2010

Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 31

1.
We note that you had significant decreases in revenue from prior periods. However your disclosure regarding the decrease only states the regions that had the
decrease/increase and provides general reasons that could be applicable to most companies. Please identify and discuss key performance indicators, including non-financial performance indicators that you use to manage the business and that would be
material to investors. Your discussion should include the decline in sales attributable to product pricing and/or product volume. You should identify and disclose known trends, events, demands, commitments and uncertainties that are reasonably
likely to have a material effect on financial condition or operating performance in the future. Please refer to Commission Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations, Release Nos.
33-8350; 34-48960; FR-72 at: http://wvvw.sec.gov/rules/interp/33-8350.htm. Please provide us with the proposed disclosures that you will include in your future to provide the details above.

 1

 Company Response to Comment #1:

 We develop, manufacture and sell wireless telecommunications equipment that is used to transport voice and data information within public and private communications networks, particularly for the backhaul
portions of these networks. In North America, we provide complete turnkey communications solutions for state and local governments, energy utilities and public networks operators. We have two market segments: North America and International. Our key
performance indicators within each segment are top line revenue growth and operating profit. Generally, we focus on the growth of our sales and we measure both revenue growth and profitability, the latter in terms of operating profit. In our
International segment, wireless transmission comprises more than half of the total backhaul market, whereas in North America, wireless transmission makes up less than 20% of the backhaul market. Fiber optics cable makes up the remaining 80% of the
backhaul market. In our North American segment, the majority of our customers have historically purchased our legacy products. Beginning in June 2010, we began notifying our customers that we would no longer manufacture or sell our Legacy products
after June 2011. We are now transitioning these customers to our Eclipse product line. In our International segment, customers have our Eclipse product line installed in their networks. Furthermore, the majority of revenue in our International
segment is from carriers, whereas our North American segment generates significant amounts of revenue from state and local governments. Within the International segment, revenue by region is also a key performance indicator due to the differing
industry growth trends among these regions. Mobile operators in developing countries like those in Africa and parts of Asia have different purchasing patterns from mobile operators in developed countries which has an impact on our product mix and
pricing. In addition, competitors vary by region which also impacts the purchasing decision. In light of the differences in the two segments noted above, management’s key performance indicators within each segment are revenue and operating
profit.

 We believe that our Management’s Discussion and Analysis in our 10-K complied with the SEC’s requirements for such section.
However, in future filings we will revise our Management’s Discussion and Analysis section to provide more extensive information on geographic revenue trends, and the impact of other key events such as new product introductions and pricing
pressures on these trends, where applicable. We will include a discussion of key performance indicators similar in nature to the preceding paragraph.

 The following narrative provides an example of how we propose to present this discussion in future filings based primarily on the disclosures excerpted from our recently filed 10-Q:

Revenue by region comparing the second quarter of fiscal 2011 with the second quarter of fiscal 2010 and the related changes are shown in
the table below:

Quarter Ended

Amount
Increase/(Decrease)

Percentage
Increase/(Decrease)

December 31,
2010

January 1,
2010

(In millions, except percentages)

 North America

$
40.4

$
49.4

$
(9.0
)

(18.2
)%

 International:

 Africa

26.2

18.6

7.6

40.9
%

 Europe, Middle East, and Russia

33.7

29.9

3.8

12.7
%

 Latin America and Asia Pacific

23.9

24.7

(0.8
)

(3.2
)%

 Total International

83.8

73.2

10.6

14.5
%

 Total Revenue

$
124.2

$
122.6

$
1.6

1.3
%

 The increase of our total revenue in the second quarter of fiscal 2011 compared with the same
quarter in fiscal 2010 resulted from significant increases in Africa and the Europe, Middle East and Russia (“EMER”) regions, where increased orders for the current product platform were delivered in the second quarter of fiscal 2011. The
substantial year to year increase in Africa came from a wireless customer who resumed purchasing after substantially reducing its orders in the prior year. In addition, certain other customers in the region increased spending during the fourth
quarter of the calendar year. We expect continued demand for our products and services in Africa during our third fiscal quarter. Revenue in the second quarter of fiscal 2010 included a substantial amount of purchases from a customer in the Middle
East that was not repeated in fiscal 2011.

 2

 However, wireless customers in Russia that had reduced their capital spending sharply in calendar 2009 and
early 2010 in response to the tightening in credit markets, increased spending allowing us to benefit from their incremental business in the second quarter of fiscal 2011. Competitive pricing pressures in Russia continue to impact the business so
future order levels may vary significantly. Finally, in the Asia Pacific region, the product mix varied from the second quarter of fiscal 2011 as compared with the same quarter in fiscal 2010. In the second quarter of fiscal 2011, revenue from
shipments of WiMAX product substantially increased in the region, mostly in India, while microwave business in other countries was flat or down compared to the previous year.

 We experienced a significant decrease in revenue in North America that resulted primarily from product transition to our current product platform from our legacy products, some continuing effects of the
economic downturn, as well as increased competition. In the second quarter of fiscal 2010, most of our North America business was in our legacy products. While we continued last time buy activity in those product lines in the second quarter of
fiscal 2011, we are also in the process of transitioning our North America customers to our current product. Many of our customers are now completing their first deployments of the current product. We expect orders for this line of products to
increase in future periods as market acceptance gains traction. Revenue in North America benefited in the second quarter of fiscal 2011 because shipments delayed in the first quarter of fiscal 2011 were delivered and recognized as revenue in the
second quarter of fiscal 2011. The shipment delays in the first quarter of fiscal 2011 were due to component shortages and supply chain issues from the transition to contract manufacturers.

During the second quarter of fiscal 2011 and fiscal 2010, none of our customers accounted for 10% or more of revenue.

In addition to the above we will provide additional trend information regarding our operating income for each segment in our future filings.

Staff Comment #2

 Liquidity,
Capital Resources and Financial Strategies, page 30

2.
Please consider enhancing your liquidity section to provide greater detail on historical sources and uses of cash including trends and uncertainties, and discussion
of prospective information regarding companies’ sources of and needs for capital. Refer to Commission Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations, Release Nos. 33-8350; 34-48960;
FR-72 at: http://www.sec.gov/rules/interp/33-8350.htm. Please provide us with the proposed disclosures that you will include in future filings to provide the details above.

Company Response to Comment #2:

In future filings we will revise our liquidity section to provide greater detail on historical sources and uses of cash including trends and
uncertainties, and discussion of prospective information regarding our sources of and needs for capital.

 The following narrative provides an
example of how we propose to present this discussion in future filings based on the disclosures excerpted from our recently filed 10-Q:

Sources of Cash

As of December 31, 2010, our total cash and cash equivalents was $102.4 million. Approximately $37.6 million or 37% of our total cash
and cash equivalents was held by entities domiciled in the United States. The remaining balance of $64.8 million or 63% was held by entities outside the United States, primarily in Singapore, and could be subject to additional taxation if it were to
be repatriated to the United States.

 As of December 31, 2010, our principal sources of liquidity consisted of the $102.4
million in cash and cash equivalents, $24.4 million of available credit under our current $40.0 million credit facility with Silicon Valley Bank, and cash collections from our customers. Historically our primary sources of liquidity have been cash

 3

 flows from operations, credit facilities and cash proceeds from sale of our equity securities. During the
first two quarters of fiscal 2011, our total cash and cash equivalents decreased by $39.3 million primarily due to cash used in operating activities. During the first two quarters of fiscal 2010, we had positive operating cash flows of $3.9 million.

 Cash used in operating activities was $40.5 million in the first two quarters of fiscal 2011 primarily due to the net loss
after non-cash adjustments of $27.3 million and a year-to-date increase in receivables of approximately $38.9 million, partially offset by a year-to-date increase in accounts payable of $23.7 million. Our cash collections in each of the first two
quarters of fiscal year 2011 were substantially lower than in the fourth quarter of fiscal year 2010 in part due to shipment delays from the first quarter to the second quarter of fiscal 2011 including substantial shipments in the final month of the
second quarter. This limited our ability to collect receivables at the end of each quarter. The shipment delays were caused by the transition to outsourced manufacturing and the global parts shortages. In addition, a higher than expected volume of
shipments and the longer payment terms for WiMAX shipments have resulted in an increase in our accounts receivable balances at December 31, 2010. During the second quarter of fiscal 2011, we were able to re-negotiate longer payment terms with
two of our largest contract manufacturers. The result of higher volume and more favorable payment terms increased our accounts payable balance at the end of the second quarter of fiscal 2011. We expect to continue using cash in our operating
activities in the second half of fiscal 2011, but to a substantially lesser extent as compared with the amount of operating cash used in the first two quarters of fiscal 2011.

 We believe that our existing cash and cash equivalents, the available line of credit and future cash collections from customers will be sufficient to meet our working capital requirements for next 12
months and the foreseeable future.

 In addition, we will add the following paragraph to the disclosures above:

To accommodate our customers’ requests in granting them credit, we regularly accept longer term letters of credit from some
customers. These letters of credit are generally discounted without recourse shortly after shipment occurs in order to meet immediate liquidity requirements and to reduce our credit and sovereign risk.

Staff Comment #3

 Critical
Accounting Estimates, page 46

3.
We note that some of your critical accounting estimates, such as revenue recognition, are exactly the same as your accounting policies in the financial statements.
Critical accounting estimates should supplement, not duplicate, the description of accounting policies that are already disclosed in the notes to the financial statements. The disclosure should provide greater insight into the quality and
variability of information regarding financial condition and operating performance. While accounting policy notes in the financial statements generally describe the method used to apply an accounting principle, the discussion in MD&A should
present a company’s analysis of the uncertainties involved in applying a principle at a given time or the variability that is reasonably likely to result from its application over time. Please consider enhancing your critical accounting
estimates in future filings. Refer to Commission Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations, Release Nos. 33-8350; 34-48960; FR-72 at: http://www.sec.gov/rules/interp/33-
8350.htm. Please provide us with the proposed disclosures that you will include in future filings to provide the details above.

 Company Response to Comment #3:

 In future filings we will revise the discussion of
our critical accounting policies to focus on the assumptions and uncertainties that underlie our critical accounting estimates. We will also address, when appropriate, both a qualitative and quantitative analysis of the sensitivity of reported
results to changes in our assumptions,

 4

 judgments, and estimates, including the likelihood of obtaining materially different results if different
reasonably likely assumptions were applied.

 The following narrative provides an example of how these disclosures may appear in future
filings:

 Revenue Recognition

 We generate substantially all of our revenue from the sales or licensing of our microwave radio and wireless access systems, network management software, and professional services including installation
and commissioning and training. Principal customers for our products and services include domestic and international wireless/mobile service providers, original equipment manufacturers, distributors, system integrators, as well as private network
users such as public safety agencies, government in

CORRESP
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Correspondence Letter

AVIAT NETWORKS
 5200 Great America Parkway

Santa Clara, CA 95054

 Phone: +1 408 567
7000

 Fax:     +1 408 567 7111

WWW.AVIATNETWORKS.COM

 February 8, 2011

Larry Spirgel

 Assistant Director

US Securities and Exchange Commission

Washington, DC 20549

Re:
Aviat Networks, Inc., Form10-K for the Year Ended July 2, 2010 filed Sept. 9, 2010

File Number 001-33278

 Dear
Mr. Spirgel,

 On behalf of Aviat Networks, Inc. (“Aviat Networks”), I confirm receipt of your letter dated February 4,
2011 detailing specific comments to Items in the Aviat Networks Form 10-K.

 Currently, Aviat Networks, Inc. is in the
midst of filing the Form 10-Q for the second quarter of its fiscal year 2011 and immediately following the filing, must prepare materials for the quarterly Board and Board committee meetings. Since the same resources are involved in the preparation
and review of the Company’s response to the SEC’s comments as are involved in the preparation of the Company’s Board materials and key filings, the Company requests an extension of five additional business days such that the response
is submitted on February 28th. Please note that this
date includes President’s Day, which is a federal holiday.

 Thank you for your consideration

Sincerely,

 /s/ Thomas L. Cronan III

 Thomas L. Cronan III

 Senior Vice
President, Chief Financial Officer

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

Mail Stop 3720
       January 27, 2009
 Mr. Harald J. Braun  President and Chief Executive Officer  Harris Stratex Networks, Inc.  637 Davis Drive  Morrisville, North Carolina  27560

Re: Harris Stratex Networks, Inc.
       Form 10-K for Fiscal Year Ended June 27, 2008
       Filed September 25, 2008
       And Documents Incorporated by Reference
       File No. 001-33278

Dear Mr. Braun:
 We have completed our review your Form 10-K and related filings and do not have any further comments at this time.
Sincerely,
         / s  J e s s i c a  P l o w g i a n ,  f o r           R o b e r t  B a r t e l m e s          Senior Financial Analyst

CORRESP
1
filename1.htm

corresp

    637 Davis Drive

Morrisville, NC 27560 USA

phone 1-919-767-3230

fax 1-919-767-3233

    www.harrisstratex.com

Harald Braun

President and

Chief Executive Officer

Via Electronic Submission (Correspondence)

January 22, 2009

Mr. Robert Bartelmes

Senior Financial Analyst

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    RE:

    Harris Stratex Networks, Inc.

Form 10-K for year ended June 27, 2008

Filed September 25, 2008

File No. 001-33278

Dear Mr. Bartelmes:

On behalf of Harris Stratex Networks, Inc. (“Harris Stratex”), I hereby submit our response
to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) on Harris Stratex’ Annual Report on
Form 10-K for the fiscal year ended June 27, 2008 (the “Form 10-K”), as set forth in your
letter dated January 15, 2009 (the “Comment Letter”).

We have duly noted comment nos. 1. - 5. in the Comment Letter. In consideration of these comments,
in future filings we will address the matters raised by each of the comments to the extent then
applicable.

Harris Stratex Acknowledgement:

Harris Stratex acknowledges the following:

    •

    Harris Stratex 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

    •

    Harris Stratex 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.

If you have any questions or comments in connection with the foregoing please call me at (919)
767-3250 or Sarah A. Dudash, Senior Vice President and Chief Financial Officer, at (919) 767- 3352.
Facsimile transmissions may be sent to either of us at (919) 767-3230.

Very truly yours,

/s/ Harald J. Braun

Harald J. Braun

President and Chief Executive Officer

    cc:

    Jessica Plowgian, Attorney-Adviser Securities and Exchange Commission
Sarah A. Dudash, Senior Vice President and Chief Financial Officer, Harris Stratex
Networks, Inc.

2

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

Mail Stop 3720

January 15, 2009
  Mr. Harald J. Braun President and Chief Executive Officer Harris Stratex Networks, Inc. 637 Davis Drive Morrisville, North Carolina 27560
Re:  Harris Stratex Networks, Inc.
Form 10-K for Fiscal Year Ended June 27, 2008
Filed September 25, 2008 And Documents Incorporated by Reference File No.  001-33278

Dear Mr. Braun:

We have reviewed your Form 10-K for the fiscal year ended June 27, 2008 and the
documents incorporated therein by reference and have the following comments.   Please address
the following comments in future filings.  If you disagree, we will consider your explanation as
to why our comment is inapplicable or a future revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.

Please understand that the purpose of our review 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.  Form 10-K filed September 25, 2008

 Management’s Discussion and Analysis…, page 35

Harald J. Braun
Harris Stratex Networks,  Inc. January 15, 2009
Page 2
1. We note that Mobile Telephone Networks accounted for 13% of your total revenue in 2008.  In future filings please revise your Management’s Discussion and Analysis to include a discussion of the material terms of that contract or relationship, as applicable.  If there is a written contract with this customer or any other material customer, please file such contract as an exhibit to your Form 10-K.   See Item 601(b)(10) of Regulation S-K.
 Item 9A.  Controls and Procedures, page 127

2. We note that you state have material weaknesses in your internal control over financial reporting.  In future filings please disclose your anticipated timeline for completing the plan for remediation disclosed in this section.

3. In future filings please file as exhibits the employment agreements with each of your named executive officers or, if applicable, include a statement that such officers are each a party to the Standard Form of Executive Employment Agreement included as Exhibit 10.14.
 Schedule 14A filed October 8, 2008

 Security Ownership of Certain Benefi cial Owners and Management, page 15

4. In future filings please revise this table and th e footnotes to this table to clarify, if true,
that Harris Corporation does not currently own any shares of Class A common stock.
 Compensation Discussion and Analysis, page 20

5. Your compensation discussion and analysis should be sufficiently precise to identify material differences in compensation policies for individual officers.  In this regard, we note the significantly higher amounts paid to Mr. Kennard as option awards and non-equity incentive plan compensation.  Please supplement your disclosure in future filings to explain in more detail the reasons for the differences in the amounts of compensation awarded to the named executive officers.

* * * *

Please respond to these comments through correspondence over EDGAR within 10
business days or tell us when you will provide us with a response.  Please furnish a letter that
keys your responses to our comments and provides any requested information.  Detail letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.      We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities

Harald J. Braun
Harris Stratex Networks,  Inc. January 15, 2009 Page 3  Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a 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.

In addition, please be advised that the Division of Enforcement has access to all information
you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.
Please contact Jessica Plowgian, Staff Atto rney, at (202) 551-3367, or me at (202) 551-
3354 with any other questions.
               Sincerely,
        / s  J e s s i c a  P l o w g i a n  f o r         R o b e r t  B a r t e l m e s

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

       DIVISION OF
CORPORATION FINANCE

  Mrs. Sarah A. Dudash Vice President and Chief Financial Officer Harris Stratex Networks, Inc. 637 Davis Drive Morrisville, NC 27560          September 26, 2008
 RE:  Harris Stratex Networks, Inc.
 Item 4.02 Form 8-K
Filed July 30, 2008
 File No. 001-33278

Dear Mrs. Dudash:   We have completed our review of your Form 8-K and do not, at this time, have any further comments.             S i n c e r e l y ,            L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

CORRESP
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    120 Rose Orchard Way

San Jose, CA 85134 USA

phone 1-408-943-0777

fax 1-408-944-1770

    www.harrisstratex.com

    Juan B. Otero

Vice President, General Counsel & Secretary

    juan.otero@hstx.com

September 18, 2008

By electronic submission

and facsimile to (202) 772-9205

Mr. Michael Henderson

Staff Accountant

Securities and Exchange Commission

Mail Stop 3720

450 Fifth Street, N.W.

Washington, D.C. 20549

    Re:

    Harris Stratex Networks, Inc.

Item 4.02 Form 8-K

Filed July 30, 2008

File No. 001-33278

Dear Mr. Henderson:

     Set forth below are the responses of Harris Stratex Networks, Inc. (“Harris Stratex”) to the
comments of the Staff of the Securities and Exchange Commission (the “Commission”) contained in the
letter dated August 4, 2008 from Mr. Larry Spirgel, Assistant Director, to Mrs. Sarah A. Dudash,
Chief Financial Officer of Harris Stratex (the “Letter”). For your convenience, this letter sets
forth in italics each of the Staff’s comments before the responses of Harris Stratex thereto.

    1.

    Please tell us how, and when, you will file your amendments. In this regard
we note that you intend to file your amendments “as may be required as soon as
practicable.”

     Response: Harris Stratex intends to file the following amended reports on or about
next Thursday, September 25, 2008:

    •

    Amended Quarterly Reports on Form 10-Q for each of our fiscal quarters
ended September 28, 2007, December 28, 2007 and March 28, 2008,
respectively; and

    •

    Amended Annual Report on Form 10-K for our 2007 fiscal year.

Response to SEC Staff letter of August 4, 2008

Page
— 2

    2.

    Please revise your filing to disclose the amount(s) of the errors applicable
to each period that you intend to amend.

     Response: Harris Stratex is tomorrow filing a Current Report on Form 8-K which
includes this information.

     As requested, Harris Stratex acknowledges the following:

    •

    Harris Stratex is responsible for the adequacy of the disclosure in its 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

    •

    Harris Stratex 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.

     We trust that this letter and the filings referred to herein respond adequately to the
comments contained in the Letter. If you require further information, please do not hesitate to
call me at (408) 943-0777 or Bart Deamer of Bingham McCutchen LLP, our outside counsel, at (650)
849-4868.

    Very truly yours,

/s/ Juan Otero

Juan Otero, Esq.

Vice President, General Counsel & Secretary

    cc:

    Sarah A. Dudash, Chief Financial Officer

Bart Deamer, Esq., Bingham McCutchen LLP

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Harris Stratex Response Letter

January
4, 2007

Ms. Michele Anderson,

Securities and Exchange Commission,

100 F Street N.E.,

Washington, D.C. 20549.

              Re:

    Registration of Form S-4 (File Number 333-137980) under the

Securities Act of 1933 of Harris Stratex Networks, Inc.

Dear
Michele,

Thank you
for your assistance in connection with the Registration Statement on
Form S-4 of Harris Stratex Networks, Inc. (the “Registration
Statement”). As we discussed earlier this evening, attached
please find pages marking the changes provided to us by Stratex
Networks, Inc. (“Stratex”) and its counsel which more
closely track the language included in the response letter submitted
with Amendment No. 3 to the Registration Statement.

I am
available to discuss at your earliest convenience or to arrange a
call with Stratex and its representatives. We look forward to hearing
from you soon.

Best
regards,

M.A.S.

On March 8, 2006, representatives of Harris and Stratex met
in Dallas, Texas, to discuss various structuring alternatives
for a potential transaction, including whether the transaction
would be a combination or sale and whether it would be for cash,
equity of Stratex or a combination of both.

In mid-March 2006, Stratex provided Harris with a proposal
which contemplated two alternative structures for a proposed
transaction: (1) a combination of Stratex and the Microwave
Communications Division with Harris stockholders receiving
equity in the combined company and (2) a combination of
Stratex and the Microwave Communications Division with Harris
receiving a combination of cash and shares of Stratex common
stock constituting less than 20% of the combined company. (The
company which would combine these businesses is often referred
to in this proxy statement/prospectus as the combined company.)

In light of these developments, on March 6, 2006 the board
of directors of Stratex formed a Strategic Business Development
Committee, consisting of Mr. Kissner and three of its
independent members, in order to give board members more
involvement in the process and information regarding its
progress more frequently. All directors received notices of its
meetings and were invited to participate in them.

The Stratex Strategic Business Development Committee met on
April 19, 2006 to discuss a possible combination
transaction with the Microwave Communications Division.
Management presented its summary of the discussions to date and
Bear Stearns presented preliminary material relevant to the
possible combination of Stratex’s and the Microwave
Communications Division’s respective businesses. No
material information was contained in the Bear Stearns
preliminary material that was not also included in the final
presentation made by Bear Stearns to the board of directors of
Stratex in connection with rendering its fairness opinion on
September 5, 2006, as described below under
“— Opinion of Stratex’s Financial
Advisor”. Because the valuation of the Microwave
Communications Division was greater relative to the valuation of
Stratex, it was understood that Harris would require that it
control the combined company as a condition to any transaction.
Accordingly, issues relating to Harris’ likely control of
the combined company were also discussed, including possible
conflicts of interests between Harris and the combined company,
Harris as a competitor of the combined company and business
opportunities that may be attractive to both Harris and the
combined company.

Harris continued to discuss and consider the alternatives
proposed by Stratex internally throughout the end of March and
the beginning of April. On April 21, 2006, Mr. Lance
and Mr. Kissner met in Las Vegas, Nevada to discuss the
proposals made by Stratex. Mr. Lance indicated that Harris
believed it best to pursue an alternative where Harris held a
significant equity interest in the combined company. He further
stated that Harris would only be willing to move forward in
exploring the transaction if Harris held a majority of the
outstanding capital stock of the combined company and had
management rights reflecting its majority ownership.
Mr. Lance stated that Harris believed, preliminarily, that
Harris should hold 60% of the equity and Stratex stockholders
should hold 40% of the combined company, noting that this equity
split took into consideration a control premium.
Mr. Kissner countered stating that Stratex believed Harris
should have a lower equity interest in the combined company.
However, it was agreed that both parties would continue to
pursue that discussion. The parties also understood that
pursuing Mr. Lance’s proposal would necessitate the
creation of a new company to which Harris would contribute its
Microwave Communications Division and of which Stratex would
become a wholly owned subsidiary in order to effect the
transaction in a tax efficient manner.

On April 27 and 28, 2006, the board of directors of Harris
held a regularly scheduled meeting at which Mr. Lance and
other members of the Harris management team provided an update
regarding his discussions with Mr. Kissner. The board of
directors reached a consensus that the Harris management team
should continue to pursue a transaction with Stratex on the
general terms outlined by Mr. Lance.

In early May, Mr. Kissner provided Mr. Lance with a
preliminary term sheet outlining Stratex’s view on the
rights and obligations of Harris as a majority stockholder of
the combined company, including provisions requiring Harris to
dispose of, or alternatively permitting the combined company to
repurchase or offer, Harris’ interest in the combined
company. The term sheet also stated that Harris’ equity
interest in the combined company in percentage terms should be
in the low 50s.

54

per share trading range of the combined company. They agreed
that this would be positive for the combined company and noted
that they could determine the appropriate expected range at a
later date once the outstanding issues were resolved.

Notwithstanding these unresolved issues, the parties agreed to
continue to pursue the proposed transaction and prepare and
negotiate the definitive documentation. Over the next week and a
half the parties continued to make progress on the additional
agreements that would also be agreed as part of the execution of
the combination agreement.

On August 14, 2006, the board of directors of Stratex met
to review and discuss management presentations on the current
state of negotiations, the results of due diligence on the
Microwave Communications Division and the development of the
combined company’s operating plan. In addition, Bear
Stearns made a preliminary presentation on the transaction and
its financial analysis of the two constituent businesses and the
prospective combined company and Bingham McCutchen gave a more
detailed presentation on the combination agreement, related
agreements, the then-remaining open issues and a draft opinion
to be rendered by Bingham McCutchen on the federal income tax
status of the transaction for Stratex stockholders. No material
information was contained in the Bear Stearns preliminary
presentation that was not also included in the final
presentation made by Bear Stearns to the board of directors of
Stratex in connection with rendering its fairness opinion on
September 5, 2006, as described below under
“— Opinion of Stratex’s Financial
Advisor”. The board of directors of Stratex then discussed,
as it had at a number of other Board and Strategic Business
Development Committee meetings, both recent and historical
business combination transaction opportunities that might arise
from management’s prior and ongoing discussions with other
entities. Consideration was given, as it had been on prior
occasions, to both the long-term value and the likelihood of a
positive outcome associated with these alternatives. At the
meeting’s continuation on August 15, 2006, the board
of directors of Stratex authorized management to continue
negotiations.

On August 22, 2006, the senior management teams of Harris
and Stratex convened by teleconference to further discuss the
outstanding issues with each other. On the call, the Harris and
Stratex teams agreed in principle that the term “restricted
business” would be defined by reference to the
companies’ existing product list and other products similar
in form, fit and function when used in terrestrial microwave
point-to-point
communications networks that provide access and trunking of
voice and data for telecommunications networks. Harris and
Stratex then reached agreement on the outstanding issues
regarding the parties’ rights to terminate the combination
agreement, and also resolved the outstanding deal protection
points relating to Harris’ right to match any competing
acquisition proposal. After further negotiations, the parties
ultimately agreed that, in calculating the previously-discussed
56%/44% split, the treasury stock method would be applied to
Stratex’s options and warrants using an assumed value of
$5.20 per share of Stratex common stock (equivalent to
$20.80 per share of Harris Stratex Class A common
stock as a result of the effective one-for-four effective
reverse stock split provided for in the merger). At
$5.20 per share of Stratex common stock (or $20.80 per
share of Harris Stratex Class A common stock), Harris
believed its 56% interest in the combined company was fairly
protected against dilution (taking into account its agreed upon
contribution to the combined company) from outstanding Stratex
options and warrants. In addition, at that price, Stratex
believed that its stockholders, at an estimated 43% of the total
outstanding shares of the combined company immediately following
the combination (not taking into account outstanding but
unexercised options and warrants with an exercise price above
$5.20), would be fairly represented as a percentage of the
combined company.

Following this conversation, Mr. Lance informed
Mr. Kissner that he was prepared to seek formal approval
from the Harris board of directors for the proposed transaction
on the terms discussed.

The Stratex Strategic Business Development Committee met with
Stratex management and Bingham McCutchen again on
August 24, 2006 to review and discuss the status of
negotiations and the planned presentation of the transaction to
investors, employees, customers and suppliers.

On August 26, 2006, at a regular meeting of the board of
directors of Harris, Mr. Lance and other members of the
Harris management team provided an update as to the status of
the transaction with Stratex. He stated that the Harris
management team had completed its due diligence and that the
parties

58

were nearing agreement on the terms of the proposed combination.
In particular, he noted that Harris would have a 56% equity
interest in the combined company on a fully-diluted basis using
the treasury stock method assuming a market price of
$5.20 per share of Stratex common stock and that, so long
as Harris held a majority interest in the combined company,
there would be nine directors five of whom Harris would be
entitled to elect. Morgan Stanley and Sullivan &
Cromwell also participated in the board meeting of Harris
addressing questions from the Harris board members regarding the
proposed transaction with Stratex. Following these
presentations, the board of directors of Harris unanimously
resolved to adopt the combination agreement in substantially the
form presented to them at the meeting and instructed and
authorized the Harris management team to continue negotiating
with Stratex to finalize the documentation with such changes as
approved by management.

Following the meeting, Harris and Stratex continued to negotiate
the terms of the combination agreement, including the additional
agreements to be agreed as part of the combination agreement.
The parties further agreed that the merger should be completed
in a manner that would have the same effect as a one-for-four
reverse split of the outstanding Stratex common stock.
Accordingly, the terms of the combination agreement were
adjusted to reflect this agreement, including a modification to
the treasury stock method calculation requiring the assumed per
share market price to be $20.80 per share of Harris Stratex
Class A common stock, or four times the agreed $5.20 price
per share of Stratex common stock.

The board of directors of Stratex met on September 1, 2006
with its management, Bear Stearns and Bingham McCutchen to
review and discuss the final results of due diligence on the
Harris Microwave Communications Division, remaining open issues
in the negotiations, the initial portion of Bear Stearns’
preliminary presentation analyzing the fairness of the
consideration to be received by Stratex stockholders from a
financial point of view and updated plans for communicating with
investors, employees, customers and suppliers about the planned
transaction. No material information was contained in the Bear
Stearns presentation that was not also included in the final
presentation made by Bear Stearns to the board of directors of
Stratex in connection with rendering its fairness opinion on
September 5, 2006, as described below under
“— Opinion of Stratex’s Financial
Advisor”.

Following the Stratex board meeting, Harris and Stratex
continued to negotiate the remaining open issues. The board of
directors of Stratex met again on September 5, 2006, with
Stratex management and representatives of Bear Stearns and
Bingham McCutchen. Bear Stearns completed its presentation of
its financial analysis and rendered its opinion that, subject to
the assumptions and qualifications stated, the consideration to
be received by Stratex stockholders in the transaction was fair
from a financial point of view. Bingham McCutchen described the
parties’ resolutions of the previously open issues. At the
conclusion of the meeting, the board of directors of Stratex
unanimously determined that the combination agreement and the
merger were fair and in the best interests of Stratex and its
stockholders, recommended their approval and adoption by Stratex
stockholders and authorized management to enter into the
combination agreement in substantially the form presented at the
meeting.

In the late afternoon on September 5, 2006, the parties
finalized the combination agreement and the related agreements.
At that time Harris and Stratex executed the combination
agreement providing for the combination of Harris’
Microwave Communications Division with Stratex. Later that
evening, Harris and Stratex issued a joint press release
announcing the transaction and held a joint conference with
industry analysts.

On December 18, 2006, Harris, Stratex, Harris Stratex and
Merger Sub amended and restated the combination agreement to,
among other things, make Harris Stratex and Merger Sub parties
to the combination agreement and effect other technical
amendments to ensure that Harris Stratex would receive the
benefit of certain identified assets relating to the Microwave
Communications Division without modifying the substance of the
initial agreement between Harris and Stratex.

Reasons for the Recommendation of the Board of Directors of
Stratex

The board of directors of Stratex has determined that the terms
of the combination agreement are fair to, and in the best
interests of, Stratex and its stockholders. The board of
directors of Stratex consulted

59

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Harris Stratex Networks, Inc.

January 5, 2007

VIA EDGAR AND FACSIMILE

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Michele Anderson

Legal Branch Chief

    Re:

    Harris Stratex Networks, Inc.

Registration Statement on Form S-4

(File No. 333-137980)

     Dear Ms. Anderson:

     Harris Stratex Networks, Inc. (the “Company”) hereby requests acceleration of
effectiveness of its Registration Statement on Form S-4 (File No. 333-137980), as amended (the
“Registration Statement”), at the close of business on January 5, 2007, or as
soon as possible thereafter.

     In requesting acceleration of effectiveness of the Registration Statement, the Company
acknowledges that:

    1.

    should the Securities and Exchange Commission (the “Commission”) or the
staff, acting pursuant to delegated authority, declare the filing effective, it does
not foreclose the Commission from taking any action with respect to the filing;

    2.

    the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Company from their
full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    3.

    the Company may not assert this action as defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

     Please contact M. Allison Steiner of Sullivan & Cromwell LLP at (212) 558-4751 with any
questions you may have. In addition, please notify Ms. Steiner when this request for acceleration
has been granted.

    Very truly yours,

/s/ Guy M.
Campbell

Guy M. Campbell

Chief Executive Officer

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

December 22, 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 on December 19, 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. We reissue prior comment one as it app ears from your courtesy copy that the
cover page exceeds one page.

Guy M. Campbell
Harris Stratex Networks, Inc.
December 22, 2006 Page 2
2. We reference your revisions in response to  our prior comment two stating that the
actual number of shares to be issued in the merger and combination will not be
known until the effective time because “ it will depend upon the number of shares
of Stratex common stock outstanding and underlying options and warrants.”
Please advise us under what circumstances  Stratex may issue shares of common
stock outside of those shares underlyi ng options and warrants, which shares
would be considered in your calculation of the number of shares to be exchanged
in the merger.  We may have furt her comment based upon your response.

Background of the Transaction – page 53
3. We note your response to comment seven, a nd the statement that  disclosure of
partial or draft forms of the informa tion contained in Bear Stearns’ fairness
opinion is not material to i nvestors.  Please disregard our  prior reference to Rule
13e-3.  Nevertheless, it appears that the pr eliminary presentations are “referred to
in the prospectus” within the meaning of It em 4(b) of Form S-4.  Please advise us
further why you believe that these prelim inary presentations are not materially
related to the transaction,  given your statement on page  54 that Bear Stearns on
April 19, 2006 “presented preliminary material relevant to the possible combination of Stratex’s and the Mi crowave Communications Division’s
respective businesses.”  Alternatively, provide the disc losure as requested in our
prior comment.
4. Please revise to provide further insight in to the alternatives considered by Stratex
and why the alternatives were  rejected.  Your revised disclosure in response to
prior comment 8 merely references Strate x’s discussions with major international
suppliers generally, the lack of any m eaningful responses and the subsequent
transactions in which certain supplie rs engaged (without indicating whether
Stratex engaged in discussions with th e named suppliers).  However, you do not
give enough background information to he lp a reader understand what the board
considered regarding the ability to “i ncrease the value of Stratex for its
stockholders through these alternatives” and “the timing and likelihood of
effecting any alternativ e.”  Please revise.

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

Guy M. Campbell
Harris Stratex Networks, Inc.
December 22, 2006 Page 3
comments on the financial statements and rela ted matters.  Please contact Paul Fischer,
Attorney-Advisor, at (202) 551-3415 or me at (202) 551-3810 with any other questions.

Sincerely,

Michele Anderson
Legal Branch Chief

cc: Duncan McCurrach, Esq. (via facsimile)
Sullivan & Cromwell LLP

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

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