SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 1, 2025

Michael Bondi
Chief Financial Officer
Comtech Telecommunications Corp.
305 N 54th Street
Chandler, AZ 85226

 Re: Comtech Telecommunications Corp.
 Form 10-K for the Fiscal Year Ended July 31, 2024
 File No. 000-07928
Dear Michael Bondi:

 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
 1
 filename1.htm

 Document March 26, 2025 VIA EDGAR Division of Corporate Finance Office of Manufacturing Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Jennifer Thompson and Hugh West Re: Comtech Telecommunications Corp. Form 10-K for the Fiscal Year Ended July 31, 2024 Form 10-Q for the Fiscal Quarter Ended October 31, 2024 File No. 000-07928 Dear Jennifer Thompson and Hugh West: This letter is submitted on behalf of Comtech Telecommunications Corp. (the “Company”) in response to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in its letter dated February 26, 2025 in connection with the above-referenced filings. The heading and numbered paragraphs of this letter correspond to the headings and paragraph numbers contained in the Comment Letter. To facilitate your review, we have reproduced the text of the Staff’s comments in boldfaced print below, followed by the Company’s response to each comment. Form 10-K for the Fiscal Year Ended July 31, 2024 Management's Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies Revenue Recognition, page 60 1. We note from disclosures elsewhere in your filing that for certain contracts you recognize revenue over time under the cost-to-cost method which requires subjective judgment and estimation to determine total costs expected to be incurred at contract completion. You indicate such estimates for significant contracts are reviewed and reassessed at least quarterly and any changes in estimates may impact current period earnings through a cumulative adjustment. You also indicate provisions for estimated losses on uncompleted contracts are made in the period such losses are determined, and on page 67 you indicate that higher expected costs at completion contributed to the decline in gross profit margin in fiscal 2024 for your Satellite and Space Communications segment. 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. Response: With respect to the gross amount of favorable and unfavorable changes in estimates recognized during each period presented in Management's Discussion and Analysis ("MD&A"), we note the following. During fiscal 2024, we recognized $11.7 million and $21.6 million of gross material favorable and unfavorable changes in estimates, respectively. During fiscal 2023, we recognized $7.4 million and $11.5 million of gross material favorable and unfavorable changes in estimates, respectively. • Tell us the amount of contract losses recognized during each period presented and the status of material loss contracts. Response: With respect to the amount of contract losses recognized during each period presented in MD&A and the status of material loss contracts, we note the following. During fiscal 2024 and 2023, we recognized $6.1 million and $2.6 million, respectively, of total contract losses. Such amounts represented 1.1% and 0.5%, respectively, of consolidated Net Sales reported in each period. For example, as of July 31, 2024, the largest loss contract, with a total contract value of $13.1 million and which accounted for $3.6 million and $0.3 million of the total contract losses recognized in fiscal 2024 and 2023, respectively, was approximately 65% complete. The remainder of fiscal 2024 and 2023 contract losses related to contracts with aggregate contract values of $27.3 million, and which ranged from approximately 60% to 100% complete. • 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. Response: With respect to revising our 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, we respectfully acknowledge the Staff's comment and confirm that, beginning with our upcoming Form 10-Q for the three and nine month period ending April 30, 2025, we will revise our future disclosures (pertaining to over time revenue recognition) within the Critical Accounting Policies section of MD&A using the following revised format (to facilitate the Staff's review, all revisions compared to our prior disclosures are bolded, italicized and underlined below): Critical Accounting Policies We consider certain accounting policies to be critical due to the estimation process involved in each. Revenue Recognition . In accordance with FASB ASC 606 - Revenue from Contracts with Customers ("ASC 606"), we record revenue in an amount that reflects the consideration to which we expect to be entitled in exchange for goods or services promised to customers. See "Notes to Consolidated Financial Statements - Note (1)(d) - Revenue Recognition" included in "Part II - Item 8. Financial Statements and Supplementary Data," (which discussion is incorporated by reference), and "Part II - Item 9A. Controls and Procedures," included in this Form 10-K, for further information. A cost-to-cost measure of progress is principally used to account for contracts in our Satellite and Space Communications segment and, to a lesser extent, certain location-based and messaging infrastructure contracts in our public safety and location technologies product line within our Terrestrial and Wireless Networks segment. For over time contracts using a cost-to-cost measure of progress, we have an estimate at completion ("EAC") process in which management reviews the progress and execution of our performance obligations and calculates an estimated contract profit based on total estimated contract revenue and cost. Since certain contracts extend over a long period of time, the impact of revisions in revenue and/or cost estimates during the progress of work may impact current period earnings through a cumulative adjustment. Additionally, if the EAC process indicates a loss, a provision is made for the total anticipated loss in the period that it becomes evident. Contract revenue and cost estimates for significant contracts are generally reviewed and reassessed at least quarterly. We perform on a broad range of contracts whose revenue is recognized over time, including the development of complex and advanced customized solutions which often require the application of new technologies. Cost estimates on fixed-price development contracts and early stage/low-rate production contracts are inherently more uncertain as to future events than on mature, full-rate production contracts. As a result, for fixed-price development contracts and early stage/low-rate production contracts, there is typically more variability in those estimates and greater financial risk associated with unanticipated cost growth. Risks include, but are not limited to: technical engineering risks related to the underlying technologies being developed; schedule risks related to completing performance obligations timely; and customer risks related to changing specifications. The estimation of contract revenue, cost and progress toward completion requires the use of judgment, which can be affected by any number of factors over time and which may cause our actual results to differ materially from those estimates, as facts and circumstances change or become known to us. Changes in estimates can occur for a variety of reasons including, but not limited to: changes in the availability, productivity and cost of labor; the effect of change orders on contract scope; the resolution of engineering risks at lower or higher costs than anticipated; the availability and cost of material components and subcontracts, as well as the performance of our subcontractors or suppliers; the impact of unanticipated changes in our customers' schedules; and changes in indirect cost allocations, such as overhead. The impact of gross favorable and unfavorable changes in contract estimates on reported gross margin is presented in the table below:   Three months ended April 30, Nine months ended April 30,   2025 2024 2025 2024 Gross favorable changes $ —  —  $ —  —  Gross unfavorable changes —  —  —  —  Net changes $ —  —  $ —  —  Financial Statements for the Fiscal Year Ended July 31, 2024 Note 12. Segment Information, page F-40 2. You appear to identify Adjusted EBITDA as your segmental measure of profit or loss. In addition to providing this segment measure of profitability for each of your reportable segments in accordance with ASC 280-10-50-22, you present an Adjusted EBITDA amount for each of your "Unallocated" column and "Total" column. Please note that ASC 280 requires disclosure of the profitability measure for each segment only, and disclosure of a consolidated Adjusted EBITDA amount is therefore considered a Non-GAAP financial measure and as such should not be disclosed in the notes to the financial statements under the guidance in Item 10(e)(1)(ii)(C) of Regulation S-K. Please revise future filings to remove the unallocated and consolidated Adjusted EBITDA amounts. Response: We respectfully acknowledge the Staff’s comment to revise our future filings to remove the unallocated and consolidated Adjusted EBITDA amounts from our ASC 280 segment footnote and confirm to the Staff that we have already implemented such revision in our Form 10-Q for the three and six month period ended January 31, 2025, as filed with the SEC on March 12, 2025. Form 10-Q for the Fiscal Quarter Ended October 31, 2024 Management's Discussion and Analysis of Financial Condition and Results of Operations, page 42 3. We note from the reconciliation of your non-GAAP measures beginning on page 55 that each of your non-GAAP measures includes an adjustment for an item titled "restructuring costs." It appears from your disclosures that your fiscal 2025 restructuring costs include a non-cash inventory write-down of $11.4 million related to certain products that were either discontinued or are being de-emphasized going forward as a result of review of your product portfolio. Please explain to us why you believe that this inventory write-down adjustment does not represent costs that are normal operating costs of the business, or alternatively please revise future filings to remove inventory write-down adjustments from your non-GAAP measures. See guidance in Question 100.01 of the SEC Staff’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. Your disclosures in your earnings release furnished on Form 8-K should be similarly revised. Response: We respectfully acknowledge the Staff’s comment and advise that we considered the guidance set forth in Question 100.01 of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures (“C&DI”). As summarized below, we evaluated such guidance in the context of our individual facts and circumstances. Non-Cash Inventory Loss Related to Products Not Part of Ongoing Revenue / Cash Generating Activities The determination to include the non-cash inventory loss of $11.4 million (which was included in our Condensed Consolidated Statement of Operations as a component of Cost of Sales) within “restructuring costs” for the three months ended October 31, 2024 was the direct result of the execution of our strategic transformation plan, announced on October 17, 2024. Actions supporting our transformation strategy included the pursuit of portfolio-shaping opportunities to enhance profitability, efficiency and focus. In connection with this transformation strategy, we performed a detailed evaluation of our Satellite and Space Communications segment's product portfolio to identify opportunities to divest, separate and/or rationalize businesses or facilities that are not core to our go-forward strategy. Consistent with this effort, we made the decision to exit our operations in Basingstoke, United Kingdom (the "CGC Divestiture"). As disclosed in our Condensed Consolidated Financial Statements - Note (2) - Business Divestitures for the three months ended October 31, 2024, $2.9 million of the $11.4 million non-cash inventory loss related to inventory associated with the CGC Divestiture, which was determined during that period to no longer be salable due to our decision to wind-down such business. Furthermore, we conducted an intensive review of our product portfolio to focus future investment on our most strategic, high-margin revenue opportunities within the Satellite and Space Communications segment. We disclosed that while anticipated to improve our profitability in future periods, such actions may result in near-term restructuring charges. As disclosed in our Condensed Consolidated Financial Statements - Note (1) - General - Liquidity and Going Concern and Note (8) - Inventories for the three months ended October 31, 2024, the remaining $8.4 million of the $11.4 million non-cash inventory loss related to discontinuing approximately 70 products within our satellite ground infrastructure product line. We believed the $11.4 million non-cash inventory loss: (i) would not be expected to occur, or would be very infrequent, if at all, and (ii) was unusual for our Company. Historically, we have not recorded a non-cash inventory loss similar to the one reported in the three months ended October 31, 2024. The non-cash inventory loss was not believed to be due to normal, recurring short-term declines in demand; rather, due to a material shift in our business strategy. For context, in addition to the $11.4 million non-cash inventory loss recorded in the three months ended October 31, 2024, we also recorded a $1.1 million non-cash inventory loss related to our normal, recurring provision for excess and obsolete inventory. Given the routine ongoing nature of this $1.1 million non-cash inventory loss, we did not add such amount back to our non-GAAP measure, as we believed such add back would not be consistent with the referenced guidance related to non-GAAP measures. Ultimately, after careful consideration of our specific facts and circumstances and which costs were or were not attributed to our transformational restructuring plan, we believed that our add back of the $11.4 million was appropriate, as we were not removing an ongoing cash cost necessary to generate future revenue and cash flows. While Believed Appropriate, We Will Remove Non-Cash Inventory Losses From Our Non-GAAP Measure We respectfully acknowledge the Staff’s comment, and while we believed that the non-GAAP adjustment was appropriate (e.g., for the reasons discussed above), we confirm that we will not present the $11.4 million non-cash inventory loss as an add back to our non-GAAP measure included in future SEC filings. *** If you have any questions or require further information, please do not hesitate to contact me, Michael A. Bondi, the Company's Chief Financial Officer, at (631) 962-7106 or michael.bondi@comtech.com. Sincerely, By: /s/ Michael A. Bondi Name: Michael A. Bondi Title: Chief Financial Officer Comtech Telecommunications Corp. cc: Mr. Ken Traub, Executive Chairman, President and CEO Mr. Lawrence J. Waldman, Audit Committee Chairman Mr. Adrian Schwartz, Audit Partner, Deloitte and Touche LLP Mr. Raphael Russo, Partner, Paul Weiss Rifkind Wharton & Garrison LLP

CORRESP
1
filename1.htm

Document

            305 N. 54th Street, Chandler AZ 85226

Tel: 480 333-2200

www.comtech.com

March 7, 2025

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jennifer Thompson and Hugh West, Division of Corporation Finance, Office of Manufacturing

RE: Request for SEC Comment Letter Extension for COMTECH TELECOMMUNICATIONS CORP /DE/ (CIK:0000023197)

Dear Jennifer Thompson and Hugh West, Division of Corporation Finance, Office of Manufacturing:

Comtech Telecommunications Corp. (the “Company”) confirms receipt of the written comments of the staff of the Securities and Exchange Commission (the “Commission”), dated February 26, 2025, on the Company’s Form 10-K for the Fiscal Year Ended July 31, 2024, filed with the Commission on October 30, 2024, and on the Company's Form 10-Q for the Fiscal Quarter Ended October 31, 2024, filed with the Commission on January 13, 2025 (collectively, the “Comment Letter”).

The Company believes that it will require additional time to consider and respond to the Commission’s comments. Accordingly, the Company respectfully requests an extension of ten business days to respond to the Comment Letter.

The Company anticipates submitting a response to the Comment Letter on or before March 26, 2025. If it is possible for the Company to submit a response to the Commission earlier than the requested extension date of March 26, 2025, it will do so promptly upon completion.

Thank you in advance for your time and consideration of our request. If there are any questions please do not hesitate to contact me, Michael A. Bondi, the Company's Chief Financial Officer, at 631-962-7106 or michael.bondi@comtech.com.

 Sincerely,

 COMTECH TELECOMMUNICATIONS CORP.

  /s/ Michael A. Bondi

 By:

  Name: Michael A. Bondi

  Title:  Chief Financial Officer

February 26, 2025
Michael Bondi
Chief Financial Officer
Comtech Telecommunications Corp.
305 N 54th Street
Chandler, AZ 85226
Re:Comtech Telecommunications Corp.
Form 10-K for the Fiscal Year Ended July 31, 2024
Form 10-Q for the Fiscal Quarter Ended October 31, 2024
File No. 000-07928
Dear Michael Bondi:
            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 July 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies
Revenue Recognition, page 60
We note from disclosures elsewhere in your filing that for certain contracts you
recognize revenue over time under the cost-to-cost method which requires subjective
judgment and estimation to determine total costs expected to be incurred at contract
completion. You indicate such estimates for significant contracts are reviewed and
reassessed at least quarterly and any changes in estimates may impact current period
earnings through a cumulative adjustment. You also indicate provisions for estimated
losses on uncompleted contracts are made in the period such losses are determined,
and on page 67 you indicate that higher expected costs at completion contributed to
the decline in gross profit margin in fiscal 2024 for your Satellite and Space
Communications segment. Please address the following items.
Tell us whether you have recognized material favorable or unfavorable changes in •1.

February 26, 2025
Page 2
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
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.
Financial Statements for the Fiscal Year Ended July 31, 2024
Note 12. Segment Information, page F-40
2.You appear to identify Adjusted EBITDA as your segmental measure of profit or loss.
In addition to providing this segment measure of profitability for each of your
reportable segments in accordance with ASC 280-10-50-22, you present an Adjusted
EBITDA amount for each of your "Unallocated" column and "Total" column. Please
note that ASC 280 requires disclosure of the profitability measure for each segment
only, and disclosure of a consolidated Adjusted EBITDA amount is therefore
considered a Non-GAAP financial measure and as such should not be disclosed in the
notes to the financial statements under the guidance in Item 10(e)(1)(ii)(C) of
Regulation S-K. Please revise future filings to remove the unallocated and
consolidated Adjusted EBITDA amounts.
Form 10-Q for the Fiscal Quarter Ended October 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 42
3.We note from the reconciliation of your non-GAAP measures beginning on page 55
that each of your non-GAAP measures includes an adjustment for an item titled
"restructuring costs." It appears from your disclosures that your fiscal 2025
restructuring costs include a non-cash inventory write-down of $11.4 million related
to certain products that were either discontinued or are being de-emphasized going
forward as a result of review of your product portfolio. Please explain to us why you
believe that this inventory write-down adjustment does not represent costs that are
normal operating costs of the business, or alternatively please revise future filings to
remove inventory write-down adjustments from your non-GAAP measures. See
guidance in Question 100.01 of the SEC Staff’s Compliance & Disclosure
Interpretations on Non-GAAP Financial Measures. Your disclosures in your earnings
release furnished on Form 8-K should be similarly revised.

February 26, 2025
Page 3
            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 Jennifer Thompson at 202-551-3737 or Hugh West at 202-551-3872
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

October 16, 2024
Michael Porcelain
Stockholder
TheFutureComtech.com
11147 Glen Orchard Ln
Boynton Beach, Florida 33473
Re:TheFutureComtech.com
Comtech Telecommunications Corp.
Soliciting Material filed pursuant to Exchange Act Rule 14a-12
Filed September 23, 2024 by Michael Porcelain, Fred Kornberg, et. al
File No. 000-07928
Dear Michael Porcelain:
            We have reviewed your filing and have the following comment.
            Please respond to this comment 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.
Soliciting Material filed pursuant to Exchange Act Rule 14a-12
General
1.Your letter to stockholders includes the statement that “[b]ased on our well-informed
analysis, if a bona fide sale process were conducted, we believe that Comtech’s 911
Public Safety business, which is significantly larger than Rave’s, could achieve a sale
price well in excess of $553.0 million.”  Valuation claims included in proxy materials
“[are] only appropriate and consonant with Rule 14a-9 under the Securities Exchange
Act of 1934 when made in good faith and on a reasonable basis and where
accompanied by disclosure which facilitates shareholders’ understanding of the basis
for and the limitations on the projected realizable values.”  Refer to Exchange Act
Release No. 16833 (May 23, 1980).  Please provide us with the basis for such
estimate, including any assumptions, qualifications or limitations.  In addition, please
confirm that the next solicitation subject to becoming a publicly-filed communication
will include the basis for and limitations on such estimate in accordance with the cited
interpretive release, or advise.

October 16, 2024
Page 2
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Perry Hindin at 202-551-3444.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions
cc:Michael R. Neidell

July 19, 2024
Michael Bondi
Chief Financial Officer
COMTECH TELECOMMUNICATIONS CORP /DE/
305 N 54th Street
Chandler, Arizona 85226
Re:COMTECH TELECOMMUNICATIONS CORP /DE/
Registration Statement on Form S-1
Filed on July 16, 2024
File No. 333-280839
Dear Michael Bondi:
            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 Bradley Ecker at 202-551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

COMTECH TELECOMMUNICATIONS CORP.

305 N 54th Street

Chandler, Arizona 85226

July 19, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:     Bradley Ecker

Comtech Telecommunications
Corp.

Registration Statement on Form S-1

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, we hereby request that the effective date of the above-captioned Registration Statement on Form S-1, file No.
333-280839 (the “Registration Statement”), of Comtech Telecommunications Corp. (the “Company”) be accelerated
to July 23, 2024 at 4:00 p.m., Eastern Time, or as soon thereafter as may be practicable.

We understand that the Staff will consider this
request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the
issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing, please contact Raphael
M. Russo of Paul, Weiss, Rifkind, Wharton & Garrison LLP at (212) 373-3309.

*	*	*

    Very truly yours,

    By:
    /s/ Michael A. Bondi

    Name:
    Michael A. Bondi

    Title:
    Chief Financial Officer

CORRESP
1
filename1.htm

Comtech
Telecommunications Corp.

68 South Service Road, Suite 230

Melville, NY 11747

July 21, 2022

VIA EDGAR

Gregory Herbers

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549- 7010

 Re: Comtech Telecommunications
Corp.

Registration
Statement on Form S-3 (File No. 333- 266122)

Dear Mr. Herbers:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended, Comtech Telecommunications Corp. hereby requests acceleration of the effective
date of the above-referenced Registration Statement on Form S-3 (File No. 333-266122) so that it may become effective at 4:00 p.m. Eastern
Time on July 25, 2022, or as soon thereafter as practicable.

    Very truly yours,

    Comtech Telecommunications Corp.

    By:
    /s/ Michael A. Bondi

    Name:
    Michael A. Bondi

    Title:
    Chief Financial Officer

CORRESP
1
filename1.htm

Comtech Telecommunications
Corp.

68 South Service Road, Suite 230

Melville, NY 11747

July 21, 2022

VIA EDGAR

Gregory Herbers

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549- 7010

 Re: Comtech
Telecommunications Corp.

Registration Statement on Form S-3 (File
No. 333- 266120)

Dear Mr. Herbers:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended, Comtech Telecommunications Corp. hereby requests acceleration of the effective
date of the above-referenced Registration Statement on Form S-3 (File No. 333-266120) so that it may become effective at 4:00 p.m. Eastern
Time on July 25, 2022, or as soon thereafter as practicable.

    Very truly yours,

    Comtech Telecommunications Corp.

    By:
    /s/ Michael A. Bondi

    Name:
    Michael A. Bondi

    Title:
    Chief Financial Officer

United States securities and exchange commission logo
July 20, 2022
Michael Porcelain
President and Chief Executive Officer
Comtech Telecommunications Corp.
68 South Service Road, Suite 230
Melville, NY 11747
Re:Comtech Telecommunications Corp.
Registration Statement on Form S-3
Filed July 13, 2022
File No. 333-266122
Dear Mr. Porcelain:
            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 Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Louis Rambo

CORRESP
1
filename1.htm

VIA EDGAR

March 12, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Beverly Singleton

 Re: Comtech Telecommunications Corp./DE

Registration Statement on Form S-3/A

Initially filed March 3, 2021

File No. 333-253827

Comtech Telecommunications Corp. (the “Registrant”)
hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate
action to cause the above-referenced Registration Statement on Form S-3 to become effective at 4:00 p.m. Eastern Time
on Monday, March 15, 2021, or as soon thereafter as is practicable. The Registrant also hereby requests a copy of the written order
verifying the effective date.

In connection with the foregoing request,
the Registrant hereby acknowledges that:

 · should the Commission or the staff of the Commission (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;

 · the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does
not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 · the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

COMTECH TELECOMMUNICATIONS CORP.

    By:
    /s/ Michael A. Bondi

Name:	Michael A. Bondi

Title:	Chief Financial Officer

 Cc: Fred Kornberg, Comtech Telecommunications Corp.

Michael D. Porcelain, Comtech Telecommunications Corp.

Robert A. Cantone, Proskauer Rose LLP

Daniel L. Forman, Proskauer Rose LLP

United States securities and exchange commission logo
March 5, 2021
Michael D. Porcelain
President and Chief Operating Officer
Comtech Telecommunications Corp.
68 South Service Road, Suite 230
Melville, New York 11747
Re:COMTECH TELECOMMUNICATIONS CORP /DE/
Registration Statement on Form S-3
Filed March 3, 2021
File No. 333-253827
Dear Mr. Porcelain:
            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 Beverly Singleton at (202) 551-3328 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

VIA EDGAR

April 1, 2020

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Asia Timmons-Pierce

 Re: Comtech Telecommunications Corp./DE

Registration Statement on Form S-4

Initially filed March 2, 2020

File No. 333-236840

Comtech Telecommunications Corp. (the “Registrant”)
hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate
action to cause the above-referenced Registration Statement on Form S-4 to become effective at 4:00 p.m. Eastern Time
on Friday, April 3, 2020, or as soon thereafter as is practicable. The Registrant also hereby requests a copy of the written order
verifying the effective date.

In connection with the foregoing request,
the Registrant hereby acknowledges that:

 · should the Commission or the staff of the Commission (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;

 · the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does
not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 · the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    COMTECH TELECOMMUNICATIONS CORP.

    By:
    /s/ Michael A. Bondi

    Name:
    Michael A. Bondi

    Title:
    Chief Financial Officer

    Cc:
    Fred Kornberg, Comtech Telecommunications Corp.

    Michael D. Porcelain, Comtech Telecommunications Corp.
 Robert A. Cantone, Proskauer Rose LLP
 Michael E. Ellis, Proskauer Rose LLP
 Daniel L. Forman, Proskauer Rose LLP

March 6, 2020
Michael D. Porcelain
Senior Vice President and Chief Operating Officer
Comtech Telecommunications Corp./DE/
68 South Service Road, Suite 230
Melville, NY 11747
Re:Comtech Telecommunications Corp./DE
Registration Statement on Form S-4
Filed March 2, 2020
File No. 333-236840
Dear Mr. Porcelain:
            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 Asia Timmons-Pierce at 202-551-3754 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

Mail Stop 3720

August 16, 2017

Fred Kornberg
Chief Executive Officer
Comtech Telecommunications Corp.
68 South Service Road, Suite 230
Melville, NY

 Re:  Comtech Telecommunications Corp.
         Form 10 -K for Fiscal Year Ended July 31, 2016
         Filed October 6, 2016
         File No. 000 -07928

Dear Mr. Kornberg:

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 the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Carlos Pacho for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

CORRESP
1
filename1.htm

		Document

 www.comtechtel.com

68 South Service Road s Melville, New York 11747

Telephone  (631) 962-7000 s Fax (631) 962-7001

VIA EDGAR

Larry Spirgel

Assistant Director

AD Office 11 - Telecommunications

Securities and Exchange Commission

Washington, D.C. 20549

 Re:

 Comtech Telecommunications Corp. (“Comtech” or the “Company”)

Form 10-K for the Fiscal Year Ended July 31, 2016

Filed October 6, 2016

File No. 000-07928

Dear Mr. Spirgel:

I am responding to your letter, dated July 25, 2017, offering comments on the above-referenced Form 10-K for the Fiscal Year Ended July 31, 2016 (the “Annual Report”) (the “Comment Letter”).  To facilitate your review, I have repeated your comment in the Comment Letter as set forth below in bold type and have set forth the Company’s response below it in ordinary type.

Notes to Consolidated Financial Statements

(2) Acquisition, page F-16

1.

 We note that in the acquisition of TCS you allocated 66% of the purchase price to customer relationships and backlog.  Also we note that you estimated the useful life of this intangible to be 21 years.  Please tell us the specific factors you considered in concluding that an estimated useful lives of 21 years is appropriate for the customer relationships intangible asset.

Response

We evaluated the estimated useful lives of the customer relationship and backlog intangible assets acquired using the guidance in ASC 350-30-35-3 of the Financial Accounting Standards Board’s Accounting Standards Codification.  Of the total asset valued at $223,100,000, backlog was valued at $3,100,000 and we estimated its useful life to be approximately one (1) year primarily based on the estimated time-period over which we expected to generate cash flows from the backlog acquired. The remaining $220,000,000 consisted of relationships with long-time customers whom we expect to continue to purchase advanced communications solutions in both our Commercial Solutions Segment and our Government Solutions Segment. We evaluated each specific customer relationship asset and their respective estimated useful life independently (using a multi-period excess earnings method or “discounted cash flow model”), and the useful life for each group was determined to be twenty-one (21) years. Beyond the twenty-one (21) year period, the present value of the related cash flows was not meaningful. The following tables summarize the specific factors we considered in making such determination (with no one factor more presumptive than any other):

1

Specific Factors

Considered

 Discussion of

Specific Characteristics

Comtech’s expected use

of customer relationships

 As of the date of acquisition of TCS, many of the significant customer relationships acquired already existed for more than twenty (20) years and we estimate TCS had a retention rate of approximately 95 percent. Comtech expects to continue to deploy new platforms, provide maintenance, operational support of installed systems, administration of system components, system optimization, configuration management services and training services to these customers for the foreseeable future. A further discussion by segment class follows:

Commercial Solutions Segment

These customer relationships include direct relationships with: (i) large U.S. telecommunication carriers; (ii) large international telecommunication carriers (including mobile operators); and (iii) various domestic state and local municipalities.  Comtech expects to sell to these customers integrated Enterprise technology and Safety and Security technology solutions which allow them to provide critical services to literally millions of people in more than 30 states. These solutions include: (i) the wireless and secure delivery of emergency 911 calls; (ii) the routing of Voice over Internet Protocol (“VoIP”) emergency 911 calls; (iii) Short-Messaging Services (“SMS” or “text messaging” platforms), including the ability to text to 911; and (iv) mapping and location-based applications (including trusted location identification for emergency 911 calls, precise mapping, geolocation and navigation). Many of these solutions are complex and require recurring expenditures by the customers. In addition, in many cases, we are only one of several providers capable of meeting these customers’ needs; thus, we believe our relationships with these customers will last at least through the twenty-one (21) year amortization period. In addition to TCS’ solutions, Comtech expects to leverage these direct relationships by offering the customers its solutions, such as satellite ground station equipment which can be utilized as a backup system when terrestrial systems are not available.

Government Solutions Segment

These customer relationships include the U.S. Department of Defense (“DoD”) and its agencies, including but not limited to the U.S. Army. Comtech expects to sell these customers integrated Command and Control technology solutions. Customer relationships and past performance is of critical importance and we note that TCS is a prime contractor providing U.S. Army’s Global Tactical Advanced Communications Systems ("GTACS") solutions and Defense Information Systems Agency’s Custom SATCOM Solutions ("CS2") solutions, as well as providing DoD personnel with curriculum development and training solutions to support a growing cybersecurity workforce. These offerings also include Secret Internet Protocol Router and Non-secure Internet Protocol Router Access Point ("SNAP") products and over-the-horizon microwave system products, both of which have been sold to U.S. government agencies for approximately twenty (20) years and which are expected to be used for many years ahead.

2

Comtech’s expected

useful life of technology

related to the customer

relationships

 Because technology becomes outdated over time, the correlation between technology and customer useful lives is not one to one. In this regard, for the Staff’s convenience, we note as disclosed in Note 2 of our Consolidated Financial Statements included in the Annual Report, the estimated useful lives of the related technologies acquired range from five (5) to fifteen (15) years (i.e., shorter than the twenty-one (21) years for customer relationships acquired). As technology changes, we expect to develop new technology to retain these customers (the future cost of which was considered in our discounted cash flow model). A further discussion by segment follows:

Commercial Solutions Segment

One of the reasons that the estimated useful lives of customer relationships are longer than the useful lives of related technologies is that backward compatibility of new technology is a critical requirement for large U.S. and international telecommunication carriers as well as domestic state and local municipalities, which generally deploy new technologies using phased-in approaches. In simple terms, it is difficult for customers to switch technologies and when they adopt new technologies, the incumbent provider is usually retained to implement such.

For example, Commercial Solutions segment customers are adopting new technology to fulfill the Federal Communications Commission’s (“FCC”) requirements for Enhanced 911 ("E911") call-routing to Public Safety Answering Points (“PSAPs”) for wireless and VoIP network operators. E911 refers to 911 calls for both wireline and wireless telephones that are enhanced to provide location information of the caller. Additionally, many of the customers in this class are in the early stages of adopting new technologies, including the internet of things (“iOT”) and machine to machine (“M2M”) technologies and virtualization of network hardware. These new technologies require backward compatibility and are being implemented by the customer with Comtech.

Government Solutions Segment

Government Solutions segment customers generally adopt new technology to increase decision-makers’ situational awareness. As in the case of our Commercial Solutions segment customers, our Government Solutions segment customers (e.g., the U.S. government) use phased-in approaches when adopting new technologies. These new technologies must integrate with older systems due to backward compatibility requirements and the size and complexity of the systems themselves, which are often incorporated into the customer’s long-lived assets. Examples of new systems that are being integrated into older systems include new radar technologies and unmanned aerial vehicles ("UAVs"), all of which generally transfer data through secure communications networks such as our SNAP and over-the-horizon microwave solutions, many of which themselves have existed for over twenty (20) years. These technologies require backward compatibility and are being implemented by the customer with Comtech.

3

Any legal, regulatory, or

contractual provisions

that may limit the useful

life; Comtech’s own

historical experience in

renewing or extending

similar agreements,

consistent with the

intended use of the

customer intangible

assets acquired,

regardless of whether

those arrangements have

explicit renewal or

extension provisions

 Consistent with Comtech’s historical experience in renewing or extending similar arrangements with our own similar customers, we do not believe that there are any material legal, regulatory or contractual provisions that may limit the useful life of the customer relationship acquired. Since its founding in 1967, Comtech has retained long-standing customer relationships with many commercial international mobile operators, the U.S. government and its related agencies and foreign governments (such as our North African end customer) for more than twenty (20) years. In this regard, we considered our own experience when estimating useful lives of the customer relationships we acquired.  A further discussion by segment class follows:

Commercial Solutions Segment

Most contracts with our commercial customers have no explicit or automatic contract renewal or extension provisions. The expectation of both parties, however, is that the relationship will be ongoing. This is evident, for example, in the fact that these contracts generally require that we comply with new regulations and laws that may come into effect during the contract. In our industry, the absence of explicit or automatic contract renewal or extension provisions does not result in short-term relationships. This is because many of these contracts are for solutions used in critical communications, such as public safety (e.g., 911 call routing and text messaging, including text to 911), and the customer’s cost to switch providers is extremely high. Further, many customers prefer to work with trusted suppliers because they can face significant fines and or penalties for noncompliance with rules and regulations imposed by government agencies, as well as negative publicity that can lead to churn of its subscriber base. Accordingly, to ensure smooth operational performance and to avoid the negative consequences from the aforementioned items, we believe that our customers are highly motivated to maintain good long-term relationships with us because of our expertise and familiarity with their networks.

Government Solutions Segment

Our government solutions tend to have long sales cycles. Once a product is designed into a system, government customers are reluctant to change due to the extensive qualification process and potential redesign required in using alternative sources. Nevertheless, governments, including the U.S. government, typically include contractual provisions that allow them to terminate contracts at any time for their convenience or not to purchase any products or services at all. These clauses protect government customers and when invoked, generally occur in the early stages of a program due to changing priorities and or funding limitations. To-date, Comtech has not experienced any material terminations and does not believe that if a specific protective contract clause was invoked by a customer, that it would reduce the estimated useful life of that specific customer relationship. In such cases, we believe the government customer would continue to purchase other products from the breadth of advanced technology solutions we provide, as we rarely sell just one solution to our customers.

4

The effects of

obsolescence, demand,

competition and other

economic factors (such

as the stability of the

industry, known

technological advances,

legislative action and

expected changes in

distribution channels)

 Although there can be effects of obsolescence, demand changes, competition and other economic factors, we believe current trends validate our expectations that customer relationships for both our Commercial Solutions segment and Government Solutions segment will continue through the estimated amortization period.  The below is a discussion of how we considered these factors:

Obsolescence, Technological Advances and Demand - Although obsolescence occurs, our experience indicates that technology advances for both our commercial and government customers have generally resulted in increased customer reliance and demand because of the need for backward compatibility. As such, although there can be effects of technological obsolescence over time, we believe customer retention would remain high.

For example, despite the advent of new messaging systems (such as Wi-Fi text messaging), large U.S. and international telecommunication carriers continue to use the architecture of the SMS infrastructure which has existed for more than twenty (20) years. Relationships have continued despite the migration of wireless telecommunication networks from second generation (“2G”) technologies in 1991 to 3G, 4G and currently Long Term Evolution (“LTE”).

For government customers, over-the-horizon microwave and satellite-based technologies have existed for over forty (40) years and although customers upgrade their technologies, they almost always have a requirement for backward compatibility.

Distribution Channels - We do not believe that changes in distribution channels in the future will adversely impact our customer relationship lives because, in many cases, we are only one of a few providers and commercial and government customers generally employ diversification strategies to utilize more than one vendor to reduce the risk of network downtime or vendor unavailability.

Economic and Other Factors - Recent legislative action is also supportive of long-term customer relationships. For example, in February 2015, the FCC enabled $7.0 billion of funding for the Commerce Department’s FirstNet, a nationwide LTE broadband network for over five million first responders, which encompasses police departments, fire departments, the National Guard and other emergency service providers using the 700MHz spectrum. TCS’ FirstNet opportunities include systems integration, satellite and location infrastructure terminals, and linkage to NG911 Emergency Services IP Networks ("ESInet").  For government customers, there are no known legislative actions that are expected to diminish the expected useful lives of our acquired customer relationships. Historically, government budget pressures have impacted the timing of awards and have not negatively impacted customer relationship lives.

5

The level of maintenance

expenditures required to

obtain the expected

future cash flows from

the customer

relationships

 The solutions deployed for Commercial and Government Solutions customers are sophisticated and we intend to provide ongoing operational support for this installed base of systems, including administration of system components, system optimization and configuration management.

We also intend to continue to invest in new technologies to obtain future cash flows from these customers including efforts to both set and meet system standar

Mail Stop 3720

July 25, 2017

Fred Kornberg
Chief Executive Officer
Comtech Telecommunications Corp.
68 South Service Road, Suite 230
Melville, NY

Re: Comtech Telecommunications Corp.
 Form 10 -K for Fiscal Year Ended July 31, 2016
Filed October 6, 2016
File No. 000 -07928

Dear Mr. Kornberg :

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 busine ss days by providing the requested
information or advis e 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.

Notes to Consolidated Financial Statements

(2) Acquisition, page F -16

1. We note that in the acquisition of TCS you alloca ted 66% of the purchase price to
customer relationships and backlog.   Also we note that you estimated the useful life of
this intangible to be 21 years.   Please tell us the specific factors you considered in
concluding that an estimated useful lives of 21 years is appropriate for the customer
relationships intangible asset.

Fred Kornberg
Comtech Telecommunications Corp.
July 25, 2017
Page 2

 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 Ivette Leon, Assistant Chief Accountant,  at (202) 551 -3351 or Carlos
Pacho, Senior Assistant Chief Accountant, at (202) 551 -3835  if you have questions regarding
comments on the financial statements and related matters.  Please contact William Mastrianna,
Attorney -Adviser,  at (202) 551 -3778 or me at (202) 551 -3810  with any other questions.

Sincerely,

 /s/ Carlos Pacho for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

Mail Stop 4628

January 18, 2017

Via E-Mail
Michael D. Porcelain
Senior  Vice President and Chief Financial Officer
Comtech Telecommunications Corp.
68 South Service Road
Suite 230
Melville, NY 11747

 Re: Comtech Telecommunications Corp .
  Form 10-K for the Fiscal Year Ended July 31, 2016
  Filed October 6 , 2016
  File No. 0-7928

Dear Mr. Porcelain :

We refer you to our comment letter  dated  December 12 , 2016  regarding business contacts
with Syria and Sudan .  We have completed our review of this subject matter.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comm ents, action or absence of action by the staff .

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

 cc:  Larry Spirgel
  Assistant Director

CORRESP
1
filename1.htm

		Document

 www.comtechtel.com

68 South Service Road s Melville, New York 11747

Telephone  (631) 962-7000 s Fax (631) 962-7001

January 9, 2017

VIA EDGAR

Cecilia Blye

Chief Office of Global Security Risk

Securities and Exchange Commission

Washington, D.C. 20549

Re:    Comtech Telecommunications Corp. (“Comtech”)

Form 10-K for the Fiscal Year Ended July 31, 2016

Filed October 6, 2016

File No. 0-7928

Dear Ms. Blye:

I am responding to your letter, dated December 12, 2016, offering comments on the above-referenced Form 10-K for the Fiscal Year Ended July 31, 2016 (the “Annual Report”) (the “Comment Letter”).  To facilitate your review, I have repeated each comment in the Comment Letter as set forth below in bold type and have set forth the Company’s response below it in ordinary type.

Risk Factors, page 18

Our international sales and operations are subject to risks of conducting business in foreign countries, including applicable laws relating to trade, export controls…,  page 24

1.

 You disclose that for the fiscal years ended July 31, 2016, 2015 and 2014, you have conducted “virtually no” business with states designated as state sponsors of terrorism. Comtech PST Corporation and Comtech Mobile Datacom Corporation’s websites indicate that their products and technology may be exported to U.S.-sanctioned countries if specifically permitted by the U.S. Government.  Sudan and Syria are designated 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 Sudan and Syria, whether through subsidiaries, affiliates, distributors, resellers, or other direct or indirect arrangements.  For instance, ZiSat’s website states that ZiSat C-band provides monthly subscription internet, voice and VPN capacity on C band for coverage in Africa, that this platform is powered by Comtech Modem and iDirect, and that its coverage area includes Sudan and Syria.  You should describe any products, components, technology or services you have provided to Sudan and Syria, directly or indirectly, and any agreements, commercial arrangements, or other contacts with the governments of those countries or entities they control.

1

Response

Before making contact with an international customer, whether through subsidiaries, affiliates, distributors, resellers, or other direct or indirect arrangements, Comtech personnel must comply with various internal policies and procedures that are designed to ensure that such contact will comply with applicable export rules and regulations.

To assist personnel in their compliance efforts, Comtech requires employees who may have contact with international customers, in the course of their work, to complete an annual international trade and Foreign Corrupt Practices Act awareness training course. Training includes not only education about applicable export regulations but also provides employees with specific guidance on reporting matters of concern, including suspected violations or other inappropriate contact.

Although Comtech does not target its marketing efforts to customers in embargoed countries, such as Sudan and Syria, we do maintain world-wide relationships with authorized international sales representatives and distributors (collectively referred to as “agents”). To help ensure that these agents, when acting on behalf of Comtech, have not and will not initiate any contact with embargoed destinations without appropriate licenses or approvals, we require agents to sign an agreement with us that, among other things, requires them to comply with U.S. laws and regulations, including those specifically related to export compliance. Also, before using an agent, we require the agent to be screened against various restricted and denied party lists.  We use several automated compliance tools, such as those provided by Visual Compliance Inc. (“VC”) and Regulatory Datacorp, Inc. (“RDC”), and use vetting services, such as those provided by TRACE International, Inc. (“TRACE”). To ensure ongoing compliance by the agent, we require periodic recertification of compliance from our agents and we retain the right to audit the agent’s relevant books and records.  Furthermore, on a daily basis, VC’s automated system rescreens our agents against restricted and denied party lists and RDC’s automated system rescreens for risk relevant events.  All of our agents’ credentials are re-vetted on at least a tri-annual basis using TRACE.

We have in place similar compliance programs with respect to customers, some of which incorporate our products into larger systems and some of which simply resell our products along with other communications equipment to ultimate end users.  These customers are sometimes referred to as “resellers.” Like our agreement with our agents, our sales order terms and/or sales agreements require that these customers comply with U.S. laws and regulations, including those specifically related to export matters. If our customers plan to resell our product, we require them to provide end-user statements to ascertain the final end-user location.

With respect to specific proposed export transactions, we utilize the services of VC to screen all parties known by us to be involved in such transactions. These screenings identify any U.S. government restrictions associated with the parties, as well as any restrictions associated with the countries involved in the transactions, such as Sudan and Syria. If a license or approval for export is required by a U.S. government agency, our policies prohibit any export or technical interface unless and until such license or approval is obtained.

2

With the aforementioned as background, to the best of our knowledge, we have not provided any products, components, technology or services to Syria, directly or indirectly, for the fiscal years ended July 31, 2014, 2015, 2016, or the three months ended October 31, 2016. With regard to Sudan, the following is a summary and description of products, components, technology or services we have indirectly provided to Sudan for the respective financial reporting periods:

 Total Indirect

 Total

 % of

  Sales Related

 Consolidated

 Consolidated

Period Ended

 to Sudan

 Net Sales

 Net Sales

Three Months Ended October 31, 2016

 $

 1,700

 $

 135,786,000

 0.001

 %

Fiscal Year Ended July 31, 2016

 8,793

 411,004,000

 0.002

 %

Fiscal Year Ended July 31, 2015

 51,193

 307,289,000

 0.017

 %

Fiscal Year Ended July 31, 2014

 464,638

 347,150,000

 0.134

 %

Total Sales

 $

 526,324

 $

 1,201,229,000

 0.044

 %

The total indirect sales of $526,324 related to Sudan are described further below:

a)

 $234,926 was related to a sales transaction with a U.S. customer (“U.S. Customer”) for various satellite earth station products and extended warranty service contracts. Revenue was recorded as the products were shipped or when the services were performed and are included in each financial reporting period noted above, as applicable. U.S. Customer is a privately-held global connectivity provider serving media, maritime, enterprise and government markets in over 100 countries. Comtech was not the exporter of record for this transaction and shipped the products directly to U.S. Customer. Pursuant to information provided to us, the order was shipped by U.S. Customer, at various times, to the United Nations (“UN”) Mission South Sudan, UN Mission Headquarters, and UN Hybrid Operation Darfur, and in all cases an Office of Foreign Assets Control (“OFAC”) license for official activities of the “United States Government and International Organizations,” as defined under 31 CFS 6538.531 was applied for and obtained.  We note that, in connection with an OFAC Administrative Subpoena that we disclosed on page 24 of our Annual Report, we have provided to OFAC copies of sales orders and other applicable documentation for this transaction.

b)

 $287,798 was related to a sales transaction with a Canadian Customer (“Canadian Customer”) for various satellite earth station products and included support services. Revenue was recorded as the products were shipped or when the services were performed and are included in each financial reporting period noted above, as applicable. Canadian Customer is a privately-held company focused on developing and manufacturing satellite communications terminal equipment and systems. At the outset of this transaction, Comtech was informed by Canadian Customer that it would be the end-user of our products. Prior to shipment to Canada, Comtech received a Letter of Credit relating to the transaction which indicated that Sudan was the ultimate end-use destination and that Canadian Customer was planning on integrating our products into a larger system for which the ultimate end-user would be the Civil Aviation Authority located in the Sudan. Therefore, we sought and received, from Canadian Customer’s senior executives, written assurances that Canadian Customer would secure necessary export approvals and licenses.  Only then was the shipment released to Canadian Customer. During a Comtech-initiated self-audit, it was discovered that Canadian Customer never did obtain the required export authorizations. In fact, we learned that Canadian Customer was informed by OFAC that Comtech should have obtained a license for such equipment. As noted on page 24 of our Annual Report, we voluntarily reported this inadvertent indirect export to OFAC in October 2014.

3

c)

 $3,600 was related to a sales transaction with a customer based in Lebanon (“Lebanon Customer”) for repair work for three used satellite modems. Lebanon Customer is a telecommunication firm that provides voice, wireless broadband and communications network services in the Middle East and North Africa. Two of these modems were originally sold by Comtech in calendar year 2008, as part of a much larger $1.4 million domestic sale, to a U.S. defense contractor (“U.S. Defense Contractor”), a publicly traded global aerospace and defense company with its headquarters in the United States. The third modem was originally sold to another company and was shipped by us to Dubai in May 2010. At the time of our original shipment, Comtech complied with all applicable export rules and regulations.  In 2015, all three of these modems were returned to our Tempe, Arizona facility by Lebanon Customer for repair work with requested shipment back to Lebanon. Upon tracking the shipment of the repaired modems to Lebanon, we learned that the equipment was redirected by a third party, on behalf of Lebanon Customer, to the Sudanese Mobile Telephone Company located in Khartoum Sudan. This re-export occurred without our knowledge or consent. Although we did not sell these modems directly or indirectly to Sudan, we have included the value of the repairs in the above indirect sales amounts as we are aware of the ultimate end-use in Sudan. We reported this redirection to OFAC in December 2015.

Except as described above, we are unaware of any other direct or indirect contact with Sudan or Syria, and for the interim period covered by our Quarterly Report on Form 10-Q filed December 7, 2016, we note that we have no assets or liabilities on our consolidated balance sheet related to Sudan or Syria.

In regard to the reference to ZiSat’s web site contained in the Staff’s Comment Letter, we reviewed ZiSat’s web site and acknowledge that it does state that ZiSat purportedly provides monthly subscription internet, voice and VPN capacity on C band for coverage in Africa, that this platform is powered (in part) by Comtech Modems and that its coverage area purportedly includes Sudan and Syria.  We have performed a review of our records, and are not aware of any direct or indirect contact or sales with ZiSat for the aforementioned financial periods. We note from ZiSat’s website that its name is a “doing business as” for Host Quarters LLC (“Host Quarters”). If, in fact, ZiSat uses a Comtech modem, we have no record of having sold or otherwise providing a modem, directly or indirectly, to ZiSat or Host Quarters.  On that basis, we have referred this matter to our outside counsel for further review from the perspective of false advertising and/or infringement of our trademarks.  If we learn that ZiSat is, in fact, using our modem to provide services to Sudan and Syria or other embargoed countries, we intend to press ZiSat and Host Quarters to provide us with satisfactory evidence of all necessary U.S. government authorizations.  Additionally, if any improper use of our equipment is confirmed, it is our intention to inform OFAC or any other applicable U.S. agency.

2.

 Please discuss the materiality of any contacts with Sudan or Syria you describe in response to the comment above, 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. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan or Syria.

4

Response

As described in our response to comment 1. above, our contacts and business activities with Sudan and Syria have been extremely modest both as an absolute dollar amount, and as a percentage of total consolidated net sales for the periods in question. From a qualitative perspective, we believe that the circumstances of the Sudan sales and our continuous efforts to improve our systems, both of which are described in our Annual Report, demonstrate that we are committed to operating our business so as to avoid export violations, and that we have acted at all time in good faith, including with respect to self-reporting to U.S. regulatory authorities.   To our knowledge, our disclosures of these matters have been received without strong concern on the part of our customers, business partners, and investors, many of whom are in frequent contact with us on a range of matters. In fact, we have received no investor relations inquiries regarding our disclosures related to our OFAC Administrative Subpoena or our disclosures related to the inadvertent export to Sudan.

Given the inconsequential sales activities related to Sudan and Syria, and the circumstances of such sales, we do not believe that such matters constitute a material investment risk for our security holders. Although we disclose in the “Risk Factors” section of our Annual Report that export violations could subject us to material remediation costs, monetary and other sanctions, and serious reputational harm, we do not believe that our Sudan and Syria contacts as described above present material risks.

3.

 You state that you could face civil and criminal penalties if you are found to have violated U.S. sanctions laws in connection with the matters you have disclosed to OFAC.  Please discuss for us the fines and penalties to which you may be subject, and whether the amount of those fines and penalties could be material to you.

Response

We understand that the International Emergency Economic Powers Act of 1977 (“IEEPA”), which serves as the statutory basis for the economic sanctions imposed against Sudan, provides f

Mail Stop 4628

December 12 , 2016
Via E-Mail
Michael D. Porcelain
Senior  Vice President and Chief Financial Officer
Comtech Telecommunications Corp.
68 South Service Road
Suite 230
Melville, NY 11747

 Re: Comtech Telecommunications Corp .
  Form 10-K for the Fiscal Year Ended July 31, 2016
  Filed October 6 , 2016
  File No. 0-7928

Dear Mr. Porcelain :

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.   In our comments , we ask you to p rovide us with information so we may better
understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

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

Risk Factors, page 18
Our international sales and operations are subject to risks of c onducting business in foreign
countries, including applicable laws relating to trade, export controls…, page 24

1. You disclose that for the fiscal years ended July 31, 2016, 2015 and 2014, you have
conducted “virtually no” business with states designated as  state sponsors of terrorism.
Comtech PST Corporation and Comtech Mobile Datacom Corporation’s websites
indicate  that their products and technology may be exported to U.S.-sanctioned countr ies
if specifically permitted by the U.S. Government.  Sudan and S yria are designated 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 Sudan and Syria, wh ether through subsidiaries,
affiliates, distributors, resellers, or other direct or indirect arrangements .  For instance ,

Michael D. Porcelain
Comtech Telecommunications Corp.
 December 12 , 2016
 Page 2

 ZiSat’s website states that ZiSat C -band provides monthly subscription internet, voice
and VPN capacity on C band for coverage in Afri ca, that this platform is powered by
Comtech Modem and iDirect, and that its coverage area includes Sudan and Syria.  You
should describe any products, components, technology or services you have provided to
Sudan and Syria, directly or indirectly, and any  agreements, commercial arrangements,
or other contacts with the governments of those countries or entities they control.

2. Please discuss the materiality of any contacts with Sudan or Syria you describe in
response to the comment above, 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 rev enues, 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 pot ential 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.  You should address the potential impact of the
investor sentiment evidenced by such actions directed toward companies that have
operations associated with S udan or Syria .

3. You state that you c ould face civil and criminal penalties if you are found to have
violated U.S. sanctions laws in connection with the matters you have disclosed to
OFAC.  Please discuss for us the fines and penalties to which you may be subject, and
whether the amount of th ose fines and penalties could be material to you.

4. Please tell us whether any of the contacts with Sudan and Syria you discuss in response
to the comments above involve dual use products, components or technology.

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 Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202) 551 -
3470 if yo u 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

CORRESP
1
filename1.htm

      Proskauer Rose LLP   Eleven Times Square   New York, NY 10036-8299

        December 21, 2015

        Michael E. Ellis

        Partner

        d 212.969.3543

        f 212.969.2900

        mellis@proskauer.com

        www.proskauer.com

VIA EDGAR

AND OVERNIGHT COURIER

Bryan J. Pitko

Attorney Advisor

Office of Mergers and Acquisitions

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: TeleCommunication Systems, Inc.

Schedule TO-T

Filed December 7, 2015 by Comtech Telecommunications Corp.

File No. 005-61015

Dear Mr. Pitko:

On behalf of our client,
Comtech Telecommunications Corp. (the “Company”), we submit this letter in response to comments from
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received
by letter dated December 15, 2015 (the “Comment Letter”) relating to the above-referenced Schedule TO-T initially
filed by the Company on December 7, 2015 and amended on December 11, 2015 (the “Schedule TO”). In connection
with this response to the Comment Letter, the Company is filing with the Commission Amendment No. 2 to the Schedule TO.

Set forth below is
the response of the Company to the comments contained in the Comment Letter. For your convenience, we have recited the comments
from the Staff in italicized type and have followed each comment with the Company’s response. Capitalized terms used but
not defined in this letter shall have the meanings ascribed to such terms in the Offer to Purchase, attached as Exhibit (a)(1)(A)
to the Schedule TO (the “Offer to Purchase”).

References in the responses
below in this letter to “we” refer to the Company.

* * * *

Beijing | Boca Raton | Boston | Chicago
| Hong Kong | London | Los Angeles | New Orleans | New York | Newark | Paris | São Paulo | Washington, DC

Office of Mergers and Acquisitions

December 21, 2015

Page 2

Exhibit (a)(1)(A) - Offer to Purchase

Acceptance for Payment and Payment for
Shares, page 4

 1. The first paragraph in Section 2 states that Purchaser will pay for tendered shares promptly
after the later of (i) the expiration date and (ii) satisfaction or waiver of the conditions. All offer conditions, except those
related to the receipt of government regulatory approvals necessary to consummate the offer, must be satisfied or waived at or
before the expiration of the offer. Please revise accordingly.

In response to the Staff’s
comment, we have revised the disclosure in the first paragraph of Section 2 on pages 4 and 5 of the Offer to Purchase.

Withdrawal Rights, page 8

 2. Please disclose the date certain after which security holders may withdraw securities tendered
in the offer pursuant to federal law. See Item 1004(a)(1)(vi) of Regulation M-A and Section 14(d)(5) of the Exchange Act.

In response to the Staff’s
comment, we have disclosed the date certain after which stockholders may withdraw Shares tendered pursuant to the Offer in the
first paragraph of Section 4 on page 8 of the Offer to Purchase.

Representations and Warranties, page
18

 3. We note disclosure that the merger agreement and description thereof are not intended to provide
any other factual information about TCS or Comtech or their respective subsidiaries or affiliates or stockholders and that the
representations, warranties and covenants were made only for purposes of the merger agreement and were solely for the benefit of
the parties to the merger agreement. Please revise to remove any implication that the agreements do not constitute public disclosure
under the federal securities laws.

In response to the Staff’s
comment, we have revised the disclosure on page 19 of the Offer to Purchase.

The Merger Agreement

Termination, page 28

 4. We note that the termination section in the merger agreement description indicates that the
tender offer may be abandoned at acceptance time under several circumstances. Following expiration, the Purchaser cannot terminate
the offer other than for failure of conditions that relate to government regulatory approvals. Please advise or revise.

Office of Mergers and Acquisitions

December 21, 2015

Page 3

In response to the Staff’s
comment, we have revised the disclosure on page 28 of the Offer to Purchase.

Source and Amount of Funds, page 30

 5. Please disclose any alternative financing arrangements, or include a statement that there are
none. See Item 1007(b) of Regulation M-A.

In response to the Staff’s
comment, we have disclosed on page 31 of the Offer to Purchase that at this time, the Company does not have alternative financing
arrangements in place in the event that the Financing cannot be consummated, and that in such case, the Company will seek alternative
sources of financing.

We have been authorized
to and do hereby acknowledge and confirm on behalf of the Company that:

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

 · Staff comments or changes to the 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.

We appreciate the opportunity
to respond to your comments. Please contact me should you have any questions or additional comments.

    Very truly yours,

    /s/ Michael E. Ellis

    Michael E. Ellis

 cc: Stanton D. Sloane, Comtech Telecommunications Corp.

Michael D. Porcelain,
Comtech Telecommunications Corp.

Robert A. Cantone,
Proskauer Rose LLP

CORRESP
1
filename1.htm

Comtech Telecommunications Corp.

68 South Service Road, Suite 230

Melville, New York 11747

    December 18, 2015

VIA EDGAR AND FACSIMILE

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

 Attn: Larry Spirgel, Assistant Director

Emily C. Drazan, Staff Attorney

 Re: Comtech Telecommunications Corp.

Registration Statement on Form S-3

Filed December 15, 2015

File No. 333-208560

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Comtech Telecommunications Corp. (the “Company”) hereby respectfully requests acceleration
of the effective date of the above-captioned Registration Statement, so that it may become effective at 9:00 a.m. Eastern time
on December 23, 2015, or as soon thereafter as practicable.

In connection with the foregoing request,
the Company hereby acknowledges that:

 · should 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;

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

 · the Company may not assert staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    COMTECH TELECOMMUNICATIONS CORP.

    By:
    /s/ Michael D. Porcelain

    Name:
    Michael D. Porcelain

    Title:
    Senior Vice President and Chief Financial Officer

Mail Stop 3720

December 16, 2015

Dr. Stanton Sloane
Comtech Telecommunications Corp.
68 South Service Road, Suite 230
Melville, NY 11747

Re: Comtech Telecommunications Corp.
  Registration Statement on Form S-3
Filed  December 15, 2015
  File No.  333-208560

Dear Dr. Sloane :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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 Act of 193 3 and
all applicable Securities  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 the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

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

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

Dr. Stanton D. Sloane
Comtech Telecommunications Corp.
December 16, 2015
Page 2

 Please refer to Rules 460 and 4 61 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and th e Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Emily C. Drazan, Staff Attorney  at (202) 551 -3208  with any questions.

Sincerely,

 /s/ Celeste M. Murphy for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

March 7, 2013

Via E -mail
Mr. Fred Kornberg
Chief Executive Officer
Comtech Telecommunications Corp.
68 South Service Road
Suite 230
Melville, NY  11747

Re: Comtech Telecommunications Corp.
Form 10-K for the Year Ended July 31, 2012
Filed September 26, 20 12
  File No. 0 -07928

Dear Mr. Kornberg :

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 compan y 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 laws of the United States.  We urge all persons who are responsible for the
accuracy and ad equacy 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,

 /s/ Terry French for

Larry Spirgel
Assistant Director

CORRESP
1
filename1.htm

		SEC Comment Letter Response - Impairment of Goodwill 03-01-13

March 1, 2013

VIA EDGAR

Mr. Larry Spirgel

Assistant Director

Securities and Exchange Commission

Washington, D.C. 20549

RE: Comtech Telecommunications Corp.

Form 10-K for the Year Ended July 31, 2012

Filed September 26, 2012

File No. 0-07928

Dear Mr. Spirgel:

I am responding to your letter dated February 15, 2013 offering comments on the above-referenced filing (the “Comment Letter”).  Your letter requested:

1)

 a response within 10 business days (i.e. by March 4, 2013),

2)

 that we disclose certain information in our next filing both in our footnotes and in our Critical Accounting Policies for reporting units (with material goodwill) that were at risk of failing step one of the goodwill test, and

3)

 that we provide you with proposed disclosures.

With that in mind, please note that the Company’s financial reporting group is currently preparing the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2013, and anticipates that it will file such report with the SEC on March 7, 2013 with the below expanded draft disclosures.

To facilitate your review, I have repeated your original comment in the Comment Letter as set forth below in bold type and have listed the Company’s response below it in ordinary type.

Form 10-K for the Fiscal Year Ended July 31, 2012

Critical Accounting Policies, page 38

1. We note that goodwill represents 19% of your assets as of July 31, 2012. In light of the significance of your goodwill balance, we expect robust and comprehensive disclosure both in your footnote and in your critical accounting policies regarding your impairment testing policy. This disclosure should provide investors with sufficient information about management's insights and assumptions with regard to the recoverability of goodwill. Specifically, in your next filing please disclose the following information for each reporting unit (with material goodwill) that is at risk of failing step one of the goodwill impairment test:

•

 Description of the methodology used to determine fair value

•

 Description of key assumptions used and how the key assumptions were determined

•

 Discussion of the uncertainty associated with the key assumptions and any potential events and/or circumstances that could have a negative effect on the key assumptions.

Otherwise disclose, if true, in your critical accounting policies that none of your reporting units with significant goodwill is at risk of failing step one of the goodwill impairment test. Please provide us your proposed disclosures.

Response

For the Staff’s convenience, we note that as disclosed in our Form 10-K, we performed our annual goodwill impairment test as of August 1, 2012 (which is the start of our fiscal 2013) and goodwill recorded on our Condensed Consolidated Balance Sheet aggregated $137.4 million (of which $107.8 million relates to our telecommunications transmission segment and $29.6 million relates to our RF microwave amplifiers segment). At that time, based on the results of our goodwill impairment test, none of our reporting units with goodwill was at risk of failing step one of the goodwill impairment and we will make an affirmative statement to that effect in our next periodic report (which is our Form 10-Q for the fiscal quarter ended January 31, 2013 (our second quarter of fiscal 2013)).

We note that since neither of our two reporting units with significant goodwill at August 1, 2012 were at risk of failing step one, we believe that our disclosures in our Form 10-K for the fiscal year ended July 31, 2012 (the “Form 10-K”) comply with the disclosure requirements of both ASC 350 and the Securities and Exchange Commission (the “SEC”).  Additionally, in our Critical Accounting Policies section included in our Form 10-K, we disclosed cautionary language that our goodwill impairment analysis was sensitive to, among other things, the actual level of sales achieved by our telecommunications transmission and RF microwave amplifiers reporting units.

In recent months, business conditions have significantly deteriorated. As a result, and as required by ASC 350, we performed an updated interim goodwill impairment test as of January 31, 2013 (the end of our second quarter for fiscal 2013), which updated key assumptions used in our August 1, 2012 test. Based on the results of our interim test as of January 31, 2013, we concluded that our telecommunications transmission reporting unit was still not at risk of failing step one; however, given overall market conditions and the unexpected decline in sales of our RF microwave amplifier reporting unit, this reporting unit is now at risk of failing the step one test.

With the above developments in mind, and with a view towards providing additional disclosure in line with the Staff’s comments, we intend to include the following disclosures in the Critical Accounting Policies section and in our Notes to Consolidated Financial Statements of our Form 10-Q for the fiscal quarter ended January 31, 2013 which, as noted above, we anticipate filing with the SEC on March 7, 2013:

Critical Accounting Policies Excerpt

Impairment of Goodwill and Other Intangible Assets.  As of January 31, 2013, goodwill recorded on our Condensed Consolidated Balance Sheet aggregated $137.4 million (of which $107.8 million relates to our telecommunications transmission segment and $29.6 million relates to our RF microwave amplifiers segment). Each of our three operating segments constitutes a reporting unit and we must make various assumptions in determining their estimated fair values. We perform an annual impairment review in the first quarter of each fiscal year.

In accordance with FASB ASC 350, “Intangibles – Goodwill and Other,” we perform goodwill impairment testing at least annually, unless indicators of impairment exist in interim periods. The impairment test for goodwill uses a two-step approach. Step one compares the estimated fair value of a reporting unit with goodwill to its carrying value. If the carrying value exceeds the estimated fair value, step two must be performed. Step two compares the carrying value of the reporting unit to the fair value of all of the assets and liabilities of the reporting unit (including any unrecognized intangibles) as if the reporting unit was acquired in a business combination.  If the carrying amount of a reporting unit’s goodwill exceeds the implied fair value of its goodwill, an impairment loss is recognized in an amount equal to the excess.

On August 1, 2012 (the first day of our fiscal 2013), we performed our annual goodwill impairment test and estimated the fair value of each of our reporting units based on the income approach (also known as the discounted cash flow (“DCF”) method, which utilizes the present value of cash flows to estimate fair value). The future cash flows for our telecommunications transmission and RF microwave amplifiers reporting units were projected based on our estimates, at that time, of future revenues, operating income and other factors (such as working capital and capital expenditures). We took into account expected challenging global industry and market conditions, including expected significant reductions in the overall budget for U.S. defense

spending. As such, although both reporting units have historically achieved significant long-term revenue and operating income growth, we assumed growth rate estimates in our projections that were below our actual long-term expectations and below each reporting unit’s actual historical growth rate. The discount rates used in our DCF method were based on a weighted-average cost of capital (“WACC”) determined from relevant market comparisons, adjusted upward for specific reporting unit risks (primarily the uncertainty of achieving projected operating cash flows). A terminal value growth rate was applied to the final year of the projected period and reflected our estimate of stable, perpetual growth. We then calculated a present value of the respective cash flows for each reporting unit to arrive at an estimate of fair value under the income approach and then used the market approach to corroborate this value. Under the market approach, we estimated a fair value based on comparable companies' market multiples of revenues and earnings before interest, taxes, depreciation and amortization and factored in a control premium. In each case, the estimated fair value determined under the market approach exceeded our estimate of fair value determined under the income approach. Finally, we compared our estimates to our August 1, 2012 total public market capitalization and assessed implied control premiums. Based on the aforementioned, we concluded that the estimated fair value determined under the income approach for each of our telecommunications transmission and RF microwave amplifiers reporting units, as of August 1, 2012, was reasonable. In each case, the estimated fair value exceeded the respective carrying value. We concluded that the goodwill assigned to each reporting unit, as of August 1, 2012, was not impaired and that neither reporting unit was at risk of failing step one of the goodwill impairment test as prescribed under the ASC.

In recent months, global business conditions have significantly deteriorated. By December 31, 2012, the U.S. government (which accounted for 38.6% of our consolidated net sales during the six months ended January 31, 2013) had failed to either identify required spending reductions or provide, with specificity, the allocation and prioritization of future U.S. Department of Defense requirements. As a result of this failure and irrespective of whether or not these issues are resolved in the short-term, we believe the U.S. government’s failure to timely resolve its budget issues has resulted in increased uncertainty amongst our global customer base. According to reports, the economies of several European countries have unexpectedly contracted. At the same time, many of our international customers (including those located in the Middle East) are also affected by increasingly volatile political conditions in their respective countries. In aggregate, we believe these issues have resulted in many of our customers reducing or delaying their spending for our products and services and, as such, we have updated our fiscal 2013 business outlook to reflect our assessment of these current market conditions. In light of the aforementioned, we also concluded that it was appropriate for us to perform a quantitative step one interim goodwill impairment test as of January 31, 2013.

As of January 31, 2013, taking into consideration our updated business outlook for fiscal 2013 and current difficult market conditions, we updated our future cash flow assumptions for our telecommunications transmission and RF microwave amplifiers reporting units and calculated updated estimates of fair value using the income approach. In particular, we lowered our August 1, 2012 goodwill impairment test projections of future revenue and operating income growth and adjusted other factors (such as working capital and capital expenditures). After updating our assumptions and projections, we then calculated a present value of the respective cash flows to arrive at an estimate of fair value for each reporting unit under the income approach as of January 31, 2013. Consistent with our annual impairment test on August 1, 2012, we corroborated this value with updated estimates of fair value determined under the market approach. For each of the two reporting units, the estimated fair value determined under the market approach exceeded our estimate of fair value under the income approach. Finally, we compared our estimates to our January 31, 2013 total public market capitalization and assessed the implied control premium. Based on the aforementioned, we concluded that the estimated fair value determined under the income approach for each of our telecommunications transmission and RF microwave amplifiers reporting units, as of January 31, 2013, was reasonable. In each case, the estimated fair value exceeded the respective carrying value and, as such, we concluded that the goodwill assigned to each reporting unit, as of January 31, 2013, was not impaired. We also concluded that our telecommunications transmission reporting unit was currently not at risk of failing step one of the goodwill impairment test as prescribed under the ASC. However, we concluded that as of January 31, 2013, our RF microwave amplifiers reporting unit was at risk of failing step one of the goodwill impairment test.

As of January 31, 2013, we determined that our RF microwave amplifiers reporting unit had an estimated fair value in excess of its respective carrying value of at least 5.0%. The estimated fair value of our RF microwave amplifiers reporting unit is closely aligned with the ultimate amount of revenue and operating income that it achieves over the projected period. Our discounted cash flows, for goodwill impairment testing purposes, assumed that, through fiscal 2018, this reporting unit would achieve a compounded annual revenue growth rate of approximately 1.4% from its actual fiscal 2012 revenue of $102.5 million. Beyond fiscal 2018, we assumed a long-term revenue growth rate of 3.5% in the terminal year. As of January 31, 2013, we utilized a WACC of 12.0% for the RF microwave amplifiers reporting unit which reflected a 100 basis point increase from the WACC utilized in our August 1, 2012 goodwill impairment test. Given current challenging market conditions, we believe these modest long-term growth rates and the WACC are appropriate to use for our future cash flow assumptions due to the uncertainty that currently exists amongst our customer base. We also believe that it is possible that our actual revenue growth rates could be significantly higher due to a number of factors, including: (i) increased reliance by our customers on our advanced communications systems; (ii) the continued shift toward information-based, network-centric warfare; and (iii) the need for developing countries to upgrade their communication systems. If we do not at least meet the assumed revenue growth utilized in our January 31, 2013 goodwill impairment analysis, the RF microwave amplifiers reporting unit will likely fail step one of a goodwill impairment test in a future period. Modest changes in other key assumptions used in our January 31, 2013 impairment analysis may result in the requirement to proceed to step two of the goodwill impairment test in future periods. For example, keeping all other variables constant, a further 50 basis point increase in the WACC applied to the RF microwave amplifiers reporting unit or an increase to the RF microwave amplifiers carrying value of more than $5.0 million would likely result in a step one failure. If this reporting unit fails step one in the future, we would be required to perform step two of the goodwill impairment test. If we perform step two, up to $29.6 million of goodwill assigned to this reporting unit could be written off in the period that the impairment is triggered.

During the second half of our fiscal 2013, because our goodwill impairment analysis is sensitive to the ultimate spending decisions by our global customers, we will continue to monitor key assumptions and other factors utilized in our January 31, 2013 interim goodwill impairment analysis. Currently, it remains difficult to project the ultimate impact of ongoing U.S. government budget constraints or to predict the spending plans of our international customers. In addition to facing weak local economies, we believe our international customers are being impacted by ripple effects of forthcoming U.S. government spending reductions. It is possible that, during the remainder of our fiscal 2013, business conditions (both in the

February 15, 2013

Via E -mail
Mr. Fred Kornberg
Chief Executive Officer
Comtech Telecommunications Corp.
68 South Service Road
Suite 230
Melville, NY  11747

Re: Comtech  Telecommunications Corp.
Form 10-K for the Year Ended  July 31 , 2012
Filed September 26, 2012
  File No. 0-07928

Dear Mr. Kornberg :

 We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.  Please comply with the following comments in
future filings.  Confirm in writing that you will  do so and explain to us how you intend to
comply.   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 providing the requested
infor mation  or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

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

Mr. Kornberg
Comtech Telecommunications Corp.
February 15, 2013
Page 2

 Form 10 -K for the Fiscal Year Ended July 31, 2012

Critical Accounting Policies, page 38

1. We note that goodwill represents 19% of your assets as of July 31, 2012 .  In light of the
significance of your goodwill balance, we expect robust and comprehensive disclosure
both in your footnote and in your critical accounting policies regarding your impairment
testing policy.   This disclosure should provide investors with sufficient informat ion about
management's insights and assumptions with regard to the recoverability of goodwill.
Specifically, in your next filing please disclose the following information for each
reporting unit (with material goodwill) that is at risk of failing step one of the goodwill
impairment test:

 Description of the methodology used to determine fair value
 Description of key assumptions used and how the key assumptions were
determined
 Discussion of the uncertainty associated with the key assumptions and any
poten tial events and/or circumstances that could have a negative effect on the
key assumptions.

Otherwise disclose,  if true, in your critical accounting policies that none of your reporting
units with significant goodwill is at risk of failing step one of the goodwill impairment
test. Please provide us your proposed disclosures.

Please file all correspondence over ED GAR.  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 t he 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 res pect 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.

Mr. Kornberg
Comtech Telecommunications Corp.
February 15, 2013
Page 3

 You may contact Charles Eastman, Staff Accountant, at (202)  551-3794  or Terry French,
Accountant Branch Chief,  at (202) 551 -3828 if you have questions regarding comments on the
financial statements and related matters.  Please contact me at (202) 551 -3810 with any other
questions.

Sincerely,

/s/ Terry French for

Larry Spir gel
Assistant Director

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
May 20, 2010
   Mr. Michael D. Porcelain Chief Financial Officer Comtech Telecommunications Corp. 68 South Service Rd., Suite 230 Melville, NY 11747
 RE: Comtech Telecommunications Corp.
Form 10-K for the year ended July 31, 2009
  Filed September 23, 2009
  File No. 0-07928

Dear Mr. Porcelain:
We have completed our review of your filing and have no furhter comments at
this time.           S i n c e r e l y ,           / s  K a t h l e e n  K r e b s ,  f o r          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

    file.htm

www.comtechtel.com

68 South Service Road ¨ Melville, New York 11747

Telephone  (631) 962-7000 ¨ Fax (631) 962-7001

May 7, 2010

Kathleen Krebs, Esq., Special Counsel

Jessica Plowgian, Esq., Attorney-Advisor

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

RE:

Comtech Telecommunications Corp.

Form 10-K for the year ended July 31, 2009 (the “Form 10-K”)

Filed September 23, 2009

File No. 0-07928

Dear Ms. Krebs and Ms. Plowgian,

Pursuant to the telephone discussion on April 6, 2010 among representatives of, and advisors to, the Company and both of you regarding the Staff’s letter dated February 2, 2010 (the “Comment Letter”) offering comments on the above-referenced filing, and the Company’s response letter dated March 9, 2010 (the “March 9 Response Letter”), the Staff requested that we provide a brief summary of:

1)

The applicable rules and official guidance relating to the presentation of “non-equity incentive plan” disclosures;

2)

How the “Incentive Compensation Plan” we describe in our Compensation Discussion & Analysis (“CD&A”) and table disclosures with respect to fiscal 2009 for named executive officers (“NEOs”) meets the definition of “non-equity incentive plan;”

3)

How our CD&A and table disclosures with respect to fiscal 2009 conformed to the applicable rules and official guidance for “non-equity incentive plans;” and

4)

Enhancements to our disclosures relating to our Incentive Compensation Plan that we intend to implement for fiscal 2010.

We understand from our telephone conversation that the Staff has no further comments on the Company’s responses to the other comments offered in the Comment Letter.

(1)           Applicable Rules and Official Guidance Relating to “Non-Equity Incentive Plan” Disclosures

As the Staff knows, the definitions of “incentive plan” and “non-equity incentive plan” are found in Item 402(a)(6)(iii) of Regulation S-K:

Page 1 of 9

The term incentive plan means any plan providing compensation intended to serve as incentive for performance to occur over a specified period, whether such performance is measured by reference to financial performance of the registrant or an affiliate, the registrant's stock price, or any other performance measure.  An equity incentive plan is an incentive plan or portion of an incentive plan under which awards are granted that fall within the scope of Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, as modified or supplemented (“FAS 123R”). A non-equity incentive plan is an incentive plan or portion of an incentive plan that is not an equity incentive plan. The term incentive plan award means an award provided under an incentive plan.

Earnings under a non-equity incentive plan are reported in the Summary Compensation Table, in the column captioned “Non-equity Incentive Plan Compensation.”  Under Item 402(c)(2)(vii) and its related instructions, earnings are reported for the fiscal year in which the relevant performance measure is satisfied.

In the “Grants of Plan-Based Awards Table,” under Item 402(d)(2)(iii), a company must show the “dollar value of the estimated future payout upon satisfaction of the conditions in question under non-equity incentive plan awards granted in the fiscal year, or the applicable range of estimated payouts denominated in dollars (threshold, target and maximum amount).”  Instruc­tion 2 to Item 402(d)(2)(iii) explains that:

threshold refers to the minimum amount payable for a certain level of performance under the plan. . . ,  target refers to the amount payable if the specified performance target(s) are reached. . . [and] maximum refers to the maximum payout possible under the plan.  If the award provides only for a single estimated payout, that amount must be reported as the target . . . .  [R]egistrants must provide a representative amount based on the previous fiscal year's performance if the target amount is not determinable.

As acknowledged by the Securities and Exchange Commission (the “SEC”) after it adopted substantial revisions to Item 402 in 2006, the new distinction between a “bonus” and a “non-equity incentive plan” led to considerable uncertainty.  Although it was understood that a cash incentive based upon achievement of a pre-set performance goal was “non-equity incentive compensation” and that a purely discre­tionary bonus was “bonus,” it was also true that incentive plans commonly mixed these elements.  A substantial majority of incentive plans specify a performance goal but, at the same time, allow the compensation committee of the board of directors to exercise discretion to pay the incentive award at lower levels than the pre-set payout level corresponding to the actual level of performance achieved.  This “negative discretion” was permitted under Internal Revenue Code Section 162(m), which companies commonly seek to comply with in order that incentive compensation will remain fully tax deductible by the company.

Page 2 of 9

The SEC Staff clarified this issue in 2007 by issuing Compliance and Disclosure Interpretation 119.02 on Regulation S-K.  This Interpretation concluded that a cash incentive plan that required performance as a necessary condition of any payment, but preserved negative discretion to reduce the incentive payout from the level originally specified in relation to the performance level actually achieved, should be treated as a non-equity incentive plan and not as a bonus arrangement, even when the final payout amount is determined through an exercise of negative discretion.

(2)           How Our Incentive Compensation Plan Meets the Definition of “Non-Equity Incentive Plan.”

As discussed during our telephone call, under the non-equity incentive program that is annually developed for each of our executive officers (which we refer to in our CD&A as the “Incentive Compensation Plan”) which is implemented under our 2000 Stock Incentive Plan, early in each fiscal year the Executive Compensation Committee (the “ECC”) establishes the terms of an annual incentive award opportunity.  In fiscal 2009, a performance goal was estab­lished based on a percentage of pre-tax profit, using Company-wide pre-tax profit for the CEO, CFO, and any other named executive officer ("NEO”) with Company-wide responsibilities, or pre-tax profits for the subsidiary or subsidiaries over which an NEO had specific responsibility.

There are several important points to understand regarding this pre-set percentage of pre-tax profits:

·

The percentage of pre-tax profit formula does not inherently have a threshold, target or maximum payout level corresponding to a particular level of performance.  It is constant and does not change.  In other words, every dollar of pre-tax profit would increase the potential award payout level to the executive by the pre-set percentage of one dollar.

·

For fiscal 2010, we have imposed maximum payout levels as a percentage of salary (the 2000 Stock Incentive Plan imposes a separate “per person” award limit, but, for fiscal 2010, the percent-of-salary limit will be lower in all cases). As indicated in our prior response, in fiscal 2009, the maximum payouts were subject to an annual limit of $4.0 million, plus the unused portion of the annual limit in previous years.

·

At the end of the fiscal year, assuming positive pre-tax profits, a preliminary dollar amount is calculated as the first step in the process of determining a named executive officer’s Incentive Compensation Plan payout.  This dollar amount is quite simply the product of actual pre-tax profits multiplied by the executive’s pre-set percentage; we will refer to this preliminary dollar amount as the “preliminary calculation.”

·

Although the ECC approves, early in the year, a percentage of pre-tax profits as the fundamental performance goal for each named executive officer, the preliminary calculation is obviously unknown until actual audited pre-tax profits are determined at year end.

Page 3 of 9

The Incentive Compensation Plan permits the ECC to exercise negative discretion.  At the time the ECC establishes the pre-set percentage of pre-tax profits (early in the performance year), it also establishes additional performance goals for executive officers other than the CEO, strictly to be used as guidelines by the ECC in its potential exercise of negative discretion at the time the final award amount is determined.  For fiscal 2009, these goals generally were based on operating profit, free cash flow and personal goals (there were variations in how these goals applied to different executives, however); for NEOs with responsibility for subsidiaries, the ECC specified an additional performance goal related to new orders.  For convenience, we refer to these goals here as “sub-goals.” There is a potential target award set, as a percentage of the preliminary calculation, for a target level of achievement of the sub-goals.

Non-personal sub-goals (generally based on operating profit, free cash flow and, for subsidiary leaders, new orders) typically accounted for an aggregate 75% of the potential target.  For most of the affected NEOs, personal sub-goals accounted for an aggregate 25% of the potential target.   Typically, an executive had five personal sub-goals, so that achievement of any one of these would account for 5% (one-fifth of the 25%); non-achievement of a personal sub-goal would indicate that the executive officer is entitled to 0% for that sub-goal; thus, for example, achievement of three of the five personal sub-goals would equate to a potential payout of 15% of the possible 25% of the potential target.

Unlike the personal sub-goals, non-personal goals could be achieved at a level greater than target.  At the maximum achievement of the non-personal sub-goals and target achievement of the personal sub-goals, the indicated payout to the named executive would be equal to the preliminary calculation, although the actual payout would remain subject to the ECC’s negative discretion.

The sub-goals simply provide a guideline for the ECC’s exercise of negative discretion at year-end if the sub-goals are not fully achieved (at maximum for the non-personal sub-goals and target for the personal sub-goals).  By using the term “guideline,” we mean to emphasize that the ECC does not have to strictly apply the outcome of the sub-goals to lower the Incentive Compensation Plan payout from the preliminary calculation.  Assume, for example, that achievement of the sub-goals was at the 50% level for a given NEO,

·

the ECC could choose to lower the final award to that NEO from 100% of the preliminary calculation down to 50%, corresponding exactly to the level of achievement of the sub-goals; or

·

the ECC could choose to lower the final award from 100% of the preliminary calculation down to, say, 25% of the preliminary calculation, i.e., a percentage that is even lower than the level of sub-goal achievement; or

·

the  ECC could choose to lower the final award from 100% of the preliminary calculation down to, say, 75% of the preliminary calculation, i.e., a percentage that is higher than the level of sub-goal achievement; or

Page 4 of 9

·

the ECC could choose to pay out 100% of the preliminary calculation, with no reduction at all.

Because the preliminary calculation represents the maximum Incentive Compensation Plan award payable, and only becomes payable if there are pre-tax profits, the Incentive Compensation Plan constitutes a “non-equity incentive plan.”  No amount may be paid out under the Incentive Compensation Plan award through an exercise of upward discretion.  The final Incentive Compensation Plan payout remains subject to the ECC’s negative discretion, but as concluded in Interpretation 119.02, negative discretion applied to an amount that has been earned through performance does not cause a plan to cease to be a “non-equity incentive plan.”

(3)           How our CD&A and table disclosures with respect to fiscal 2009 conformed to the applicable rules and official guidance for “non-equity incentive plans.”

Because our fiscal 2009 Incentive Compensation Plan was “a non-equity incentive plan,” our reporting of the payouts in the “Non-equity Incentive Plan Compensation” column of the Summary Compensation Table conformed to applicable SEC requirements. The fact that, in the case of our CFO, the ECC did not exercise negative discretion as strictly indicated by the level of performance of the applicable sub-goals does not alter the fact that the CFO’s Incentive Compensation Plan payout was earned only through attainment of a pre-specified level of pre-tax profits for fiscal 2009.

It would be inappropriate and misleading to reclassify a payout that is based on actual performance (i.e., pre-tax profits) as a purely discretionary “bonus” in the Summary Compensation Table just because the ECC has included some advance notice and structure in its process for exercising negative discretion. Such a conclusion would be flatly inconsistent with Interpretation 119.02, which states:

“[A]mounts earned under a plan that meets the definition of a non-equity incentive plan, but that permits the exercise of negative discretion in determining the amounts of bonuses, generally would still be reportable in the Non-equity Incentive Plan Compensation column. . . .”

Our disclosure of the Incentive Compensation Plan payout to our CFO for fiscal 2009 was entirely consistent with Interpretation 119.02.  The maximum amount of the CFO’s fiscal 2009 annual incentive, based on his percentage of pre-tax profits, was $444,073 (i.e., the preliminary calculation as described above).  Based on the level of achievement of the CFO’s sub-goals, which were, in the aggregate, less than the potential target, if the ECC had exercised its negative discretion solely on the basis of sub-goal achievement, it would have reduced the CFO’s 2009 Incentive Compensation Plan payout from the preliminary calculation of $444,073 down to $64,593.  However, as explained in our CD&A, the ECC took into account other events and accomplishments during the course of the year that were not identified as sub-goals at the time the fiscal 2009 Incentive Compensation Plan award opportunity was established (early in the fiscal year) and, therefore, the ECC used its negative discretion to reduce the CFO’s Incentive Compensation Plan payout from the preliminary calculation ($444,073) to $270,000.

Page 5 of 9

We agree that, if the ECC were to have awarded the CFO an amount in excess of the preliminary calculation ($444,073), this excess amount would have to be reported in the bonus column of the Summary Compensation Table.  Such an excess payment is not permitted under our Incentive Compensation Plan, although the ECC (like most company compensation committees) has the authority to pay discretionary bonuses apart from the Incentive Compensation Plan.  Because the Incentive Compensation Plan meets the definition of a “non-equity incentive plan” and Interpretation 119.02 acknowledges that negative discretion is a common feature of non-equity incentive plans that does not cause them to become discretionary “bonus” plans, our disclosure of the payout of $270,000 to the CFO for fiscal 2009 as “non-equity incentive plan compensation” in our Summary Compensation Table was appropriate and conforms to applicable SEC requirements.

Our disclosure of the authorized Incentive Compensation Plan awards in the Grants of Plan-Based Awards Table also complied with the applicable rules and official guidance.  In our telephone discussion, we understood you to concur with our view that disclosure of “Estimated Future Payments Under Non-Equity Incentive Plans” seeks information about the potential for payments under a non-equity incentive plan award at the time the award op

CORRESP
1
filename1.htm

Correspondence

 Proskauer Rose LLP 1585 Broadway New York, NY 10036-8299

Robert A. Cantone

 Member of the Firm

 d
212.969.3235

 f 212.969.2900

 rcantone@proskauer.com

 www.proskauer.com

 April 8, 2010

 Kathleen Krebs, Esq., Special Counsel

 Jessica Plowgian, Esq., Attorney-Advisor

 United
States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

RE:
Comtech Telecommunications Corp.

 Form 10-K for the year ended July 31, 2009 (the “Form 10-K”)

 Filed September 23, 2009

 File No. 0-07928

 Dear Ms. Krebs and Ms Plowgian,

 On behalf of Comtech Telecommunications Corp. (the “Company”), this is to confirm
that, pursuant to the telephone discussion on April 6, 2010 among representatives of, and advisors to, the Company and you regarding your letter dated February 2, 2010 offering comments on the above-referenced filing and the Company’s
response letter dated March 9, 2010, the Company will provide you a supplemental response letter on or before May 4, 2010 addressing the matters covered in that telephone discussion.

Very truly yours,

/s/ Robert Cantone

Robert A. Cantone

cc:
Michael D. Porcelain

 Senior
Vice President, Chief Financial Officer

 Boca Raton | Boston | Chicago | Hong Kong | London | Los Angeles | New Orleans | New York | Newark |
Paris | São Paulo | Washington, D.C.

CORRESP
1
filename1.htm

    file.htm

                www.comtechtel.com

                68 South Service
      Road ¨ Melville, New
      York 11747

              Telephone  (631) 962-7000 ¨ Fax (631) 962-7001

    March 9,
2010

    Mr. Larry
Spirgel

    Assistant
Director

    United
States Securities and Exchange Commission

    Division
of Corporate Finance

    100 F
Street, N.E.

    Washington,
D.C. 20549

              RE:

              Comtech
      Telecommunications Corp.

    Form
10-K for the year ended July 31, 2009 (the “Form 10-K”)

    Filed
September 23, 2009

    File
No. 0-07928

    Dear Mr.
Spirgel,

    I am
responding to your letter dated February 2, 2010 offering comments on the
above-referenced filing (the “Comment Letter”).  To facilitate your
review, I have repeated your original comments in the Comment Letter as set
forth below in bold type and have listed the Company’s corresponding response
below it in ordinary type.

    Backlog, page
15

    1.
If true, please clarify to state that the backlog amounts disclosed are firm and
for government contracts, such amounts are funded and the contracts are awarded
and signed. Otherwise, disclose the value of backlog orders that you believe to
be firm (including nature and amounts of government orders that are firm but not
yet funded and the contracts awarded but not yet signed), as of a recent date
and as of a comparable date in the preceding fiscal year. Additionally, please
disclose segment backlog if material to the understanding of the business taken
as a whole. Refer to Item 101 (c)(l)(viii) and related Instruction as set forth
in Regulation S-K.

    Response

    We
confirm that as of July 31, 2009, our backlog consists solely of orders that we
believe to be firm. We confirm that backlog for U.S. government orders is
derived from U.S. government contracts that have been awarded, signed and
funded. For clarity, in future Form 10-K filings, in addition to our existing
disclosures relating to backlog and government contracts, we will include an
affirmative statement as follows:

    “Our
backlog consists solely of orders that we believe to be firm. Backlog that is
derived from U.S. government orders relates to U.S. government contracts that
have been awarded, signed and funded.”

        Page 1 of
15

    We note
that in addition to disclosing our total backlog of approximately $549.8 million
as of July 31, 2009, our Form 10-K discloses that $438.2 million of our total
backlog relates to our mobile data communications segment, of which a
substantial portion is for the shipment or the inclusion of new MTS ruggedized
computers and related accessories (see page 43 of our Form 10-K).  The
remainder of our backlog as of July 31, 2009, $111.6 million (which can be
arithmetically calculated by a reader of our Form 10-K), relates to our two
other segments and we believe that disclosure of such amounts by each of these
two segments is not material to an understanding of our business, taken as a
whole. The $111.6 million primarily consists of orders for our
telecommunications transmission and RF microwave amplifier segments’ products.
As described in our Form 10-K, these products, which include our satellite earth
station modems and satellite earth station traveling wave tube amplifiers,
respectively, generally have short lead times and are extremely subject to
short-term fluctuations in customer demand. As we have disclosed in our Form
10-K, on page 43, bookings, sales and profitability for each of these two
segments can fluctuate dramatically from period-to-period. If future
circumstances, such as the receipt of a large material telecommunications
transmission or RF microwave amplifiers segment contract, lead us to conclude
that disclosing the specific amount of backlog for our remaining individual
segments is material to an understanding of our business, taken as a whole, we
will disclose backlog by segment.

    Evaluation of Disclosure
Controls and Procedures, page 58

    2.
Please confirm, if true, that your management concluded that your disclosure
controls and procedures were "effective" as of the end of the fiscal year. In
future filings, please include disclosure clearly stating management's
conclusion regarding the effectiveness of your disclosure controls and
procedures. See Item 307 of Regulation S-K.

    Response

    Based on
the evaluation of disclosure controls and procedures, described in Part II –
Item 9A. Controls and Procedures (see page 58 of our Form 10-K), we confirm that
our Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were effective, as of the end of the period
covered by the report, to provide reasonable assurance that the information
required to be disclosed by us in reports filed under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized
and reported within the time periods specified in the SEC’s rules and
forms.

    Commencing
with our Report on Form 10-Q filed on March 3, 2010, we have and in future
filings will specifically state in Item 4. Controls and Procedures whether,
based on an evaluation of disclosure controls and procedures, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures were effective, as of the end of the period covered by
the report, to provide reasonable assurance that the information required to be
disclosed by us in reports filed under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and
forms.

        Page 2 of
15

    (c) Revenue Recognition,
page F-9

    3.
Please expand your disclosure to include your basis for stating amounts related
to contracts in progress, including policies with respect to accounting for
indirect costs. Refer to ASC 912-235-50-1.

    Response

    For the
Staff’s convenience, we note that we disclosed our policy relating to
work-in-process inventory in Note “(1)(e) Inventories” on page F-11 of our Form
10-K. Although not specifically clarified in our Form 10-K, our work-in-process
inventory includes amounts related to our
contracts-in-progress.  Commencing with our Report on Form 10-Q filed
on March 3, 2010, we have and in future filings will make such clarification.
Also, commencing with our Report on Form 10-Q filed on March 3, 2010, to expand
our disclosures as requested, we have and in future filings will note in our
revenue recognition accounting polices that amounts related to
contracts-in-progress do not include indirect costs, such as general and
administrative, which are charged to expense as incurred and are not included in
our work-in-process (including our contracts-in-progress) inventory or cost of
sales.

    (2) Acquisitions, page
F-17

    4.
We note that on a pro forma basis, your total revenues for the year ended July
31, 2008 would have been $682 million, had you acquired Radyne at the beginning
of that fiscal year. Please clarify the disclosure in your MD&A to state why
despite a full year of operations following its acquisition, Radyne did not
appear to positively impact your sales. In this regard, we note your disclosures
in the second and third paragraphs on page 19.

    Response

    When
comparing our actual fiscal 2009 revenues of $586.4 million to pro-forma fiscal
2008 revenues of $682.4 million, we believe it is important to note that our
consolidated sales in fiscal 2009 reflect significantly lower sales of our
legacy Movement Tracking Systems (“MTS”) products which are included in our
mobile data communications segment. In this regard, we also note that we
received over $378.7 million of orders for new MTS equipment for which the
substantial majority could not be shipped in fiscal 2009. We discussed these
shipment delays in Item 7. “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” on page 45 of our Form 10-K as
follows:

          Page 3 of
15

    In
January 2009, we received a $281.5 million purchase order from the U.S. Army for
new MTS third-party produced ruggedized computers and related accessories. This
order is the single largest order received in our history. In addition, in April
2009, we received an order for $97.2 million for the supply of MTS systems which
include both mobile satellite transceivers and MTS third-party
ruggedized computers. Except for some nominal deliveries we made late in fiscal
2009, the U.S. Army has requested these orders be delivered during fiscal
2010.

    Based on
the foregoing disclosures, we believe that a reader of our MD&A can readily
conclude that had we been able to ship more than just a nominal amount of our
MTS orders for new equipment in fiscal 2009, our actual revenues in fiscal 2009
would have easily met or even exceeded the $682.4 million of pro-forma fiscal
2008 revenues.

    We did,
in our Form 10-K, qualitatively describe how the Radyne acquisition positively
impacted our sales results for fiscal 2009. As described in our Form 10-K,
amidst the most challenging global economic environment in decades, in fiscal
2009, Comtech and Radyne delivered combined sales of $586.4
million.  Notwithstanding the MTS shipment delays, this was a record
amount of sales for Comtech and was clearly attributable to the positive impact
of the Radyne acquisition, which was offset by a decline in MTS shipments. In
this regard, we refer you to the below disclosure which is in Item 7.
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations” on page 45 of our Form 10-K, and explains the positive impact that
Radyne had on our sales:

    Consolidated
net sales were $586.4 million and $531.6 million for fiscal 2009 and fiscal
2008, respectively, representing an increase of $54.8 million, or 10.3%. The
year-over-year increase in net sales is primarily attributable to our
acquisition of Radyne which significantly benefited both our telecommunications
transmission and RF microwave amplifiers segments. As further discussed below,
these increases were partially
offset by a significant decline in shipments by our mobile data communications
segment to the U.S. Army, pursuant to their request. (Emphasis
added.)

    We did
not specifically quantify the amount of Radyne sales included in our fiscal 2009
results because we do not view Radyne-branded product sales as a meaningful
distinct measure of our performance. As discussed in detail in Item 7.
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations,” on pages 39 and 40 of our Form 10-K, within the first few days
following the acquisition, we integrated many of Radyne’s functions and products
into our existing similar operations. We note the following disclosure in our
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations” on page 39:

          Page 4 of
15

    Our
combined satellite earth station sales and marketing team now offers current and
prospective customers an expanded one-stop shopping approach by providing them
the opportunity to buy Comtech and/or Radyne branded products. In addition, we
are continuing to integrate and share technology across our product lines. These
strategies have resulted in individual brands becoming less distinguishable and
historical sales patterns and mix less relevant. As a result, we believe that
period-to-period comparisons of individual brands as indicators of our
performance are not meaningful.

    In
conclusion, we believe our disclosures in our Form 10-K provide a reader with an
understanding that (i) total Company revenues in fiscal 2009 were adversely
impacted by our MTS customer’s delivery requirements for MTS orders received in
fiscal 2009, (ii) the Radyne acquisition clearly benefited fiscal 2009 sales in
both our telecommunications transmission and RF microwave amplifiers segments,
and (iii) but for the impact of those aforementioned MTS delivery requirements,
revenues in fiscal 2009 would have easily met or even exceeded the $682.4
million of pro-forma combined fiscal 2008 revenues.

    13. Customer and Geographic
Information, page F-28

    5.
Please disclose revenues attributed to foreign countries in total and your basis
for attributing revenues from external customers to individual countries. Refer
to ASC 280-10-50-41.

    Response

    Note 13
of our audited consolidated financial statements, included in our Form 10-K on
page F-28, discloses the percentage of our consolidated net sales that are
derived from all foreign customers. This percentage is noted in the
“international” total line and enables a reader who desires the information to
arithmetically calculate the dollar amount of international or foreign sales.
Nevertheless, at the Staff’s request, commencing with our Report on Form 10-Q
filed on March 3, 2010, we have and in future filings will, in addition to this
percentage, disclose the actual dollar amount of such revenues attributable to
our international customers in total.

    In our
Form 10-K, we did not disclose sales to any individual country, other than the
U.S., because such sales were individually immaterial.  In this
regard, we note that sales to any individual foreign country did not exceed 2.5%
of our consolidated net sales for any of the three fiscal years ended July 31,
2009, 2008 or 2007.

    In
attributing revenues to individual international countries, we include both
direct sales to such countries as well as indirect sales to customers for known
inclusion in products that will be sold to such countries. This is the same
basis that we use to attribute revenues to international customers in total and
is also what we disclosed as our policy in Note 13 of our audited consolidated
financial statements included in our Form 10-K.

          Page 5 of
15

    Commencing
with our Report on Form 10-Q filed on March 3, 2010, we have and in future
filings will clarify that our policy relating to international sales also
applies to attributing sales to individual foreign countries.  We will
also disclose sales to individual countries in future filings, if
required.

    Valuation and Qualifying
Accounts and Reserves, page S-1

    6.
Please tell us and disclose in your MD&A why your provision for inventory
reserves in 2009 more than doubled over 2008.

    Response

    It is
important to note that our inventory provision in fiscal 2008 does not include
any amounts associated with the Radyne acquisition, which as discussed in our
Form 10-K, was completed on August 1, 2008 (the beginning of our 2009 fiscal
year).

    With that
in mind, the following table details the increase in our inventory provision
(dollars in millions):

                Provision
      for fiscal year ended July 31, 2008

              $
              2.4

                Incremental
      provision

              2.1
               (a)

                Write-down
      associated with discontinued products

              1.2
               (b)

                Provision
      for fiscal year ended July 31, 2009

              $
              5.7

              (a)

              As
      disclosed on page 47 of our Form 10-K, we regularly review our inventory
      and record a provision for excess and obsolete inventory based on
      historical and projected usage assumptions. Given the overall decline in
      the economy that occurred in fiscal 2009 and which was anticipated to
      continue in fiscal 2010, our provision for inventory reserves increased
      accordingly. As noted above, this amount includes incremental provision
      for Radyne inventory, which we acquired on August 1, 2008 (the beginning
      of our 2009 fiscal year).

              (b)

              As
      disclosed on page 47 of our Form 10-K, we recorded a total of $1.2 million
      related to the write-down of inventory to net realizable value

CORRESP
1
filename1.htm

Correspondence

 February 11, 2010

 VIA EDGAR

 Mr. Larry Spirgel

 Assistant Director

 Securities and Exchange Commission

 Washington, D.C. 20549

RE:
Comtech Telecommunications Corp.

 Form 10-K for the year ended July 31, 2009

 Filed
September 23, 2009

 File No. 0-07928

 Dear Mr. Spirgel:

 This will acknowledge
receipt of your letter dated February 2, 2010 to the undersigned, the Senior Vice President and Chief Financial Officer of the above-referenced registrant, providing comments on the registrant’s Annual Report on Form 10-K referred to
above. Your letter was received at the registrant’s offices by mail on February 8. I did not receive the fax transmission of the letter, since the fax number your office used is not correct. Please note that the correct fax number is
631.962.7203.

 Your letter requests the registrant’s response to the comments within 10 business days (February 17, 2010). The
registrant’s financial reporting group is currently preparing the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2010, and anticipates that it will need additional time to respond appropriately to
your comment letter. As our counsel, Robert Cantone, discussed with Staff Accountant Kathryn Jacobson, on February 9, the registrant proposes to provide its response to the comment letter no later than March 9, 2010.

 We thank you for your courtesy in this matter.

Very truly yours,

 /s/ Michael D. Porcelain

Michael D. Porcelain

Senior Vice President and Chief Financial Officer

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
February 2, 2010

VIA US MAIL AND FAX (631) 962-7003

Mr. Michael D. Porcelain
Chief Financial Officer Comtech Telecommunications Corp. 68 South Service Rd., Suite 230 Melville, NY 11747
 RE: Comtech Telecommunications Corp.
Form 10-K for the year ended July 31, 2009
  Filed September 23, 2009
  File No. 0-07928

Dear Mr. Porcelain:
We have reviewed your filing and have the following comments.   You should comply
with these comments in all future filings, as applicable. Please confirm in writing that you will do so and also explain to us how you intend to comply. Please understand that after our review of all of your responses, we may raise additional comments.
 If you disagree with any of these comments, we will consider your explanation as to why
our comment is inapplicable or a 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.
Backlog, page 15

1. If true, please clarify to state that the backlog amounts disclosed are firm and for
government contracts, such amounts are funded and the contracts are awarded and signed.  Otherwise, disclose the value of backlog orders that you believe to be firm (including nature and amounts of government orders that are firm but not yet funded and the contracts awarded but not yet signed), as of a recent date and as of a comparable date

Mr. Michael D. Porcelain
Comtech Telecommunications Corp.
February 2, 2010 Page 2
in the preceding fiscal year.  Additionally, please disclose segment backlog if material to the understanding of the business taken as a whole. Refer to Item 101(c)(1)(viii) and related Instruction as set forth in Regulation S-K.
 Evaluation of Disclosure Controls and Procedures, page 58

2. Please confirm, if true, that your management  concluded that your disclosure controls
and procedures were “effective” as of the end of the fiscal year.  In future filings, please include disclosure clearly stating management’s conclusion regarding the effectiveness of your disclosure controls and procedures.  See Item 307 of Regulation S-K.
 (c) Revenue Recognition, page F-9

3. Please expand your disclosure to include your basis for stating amounts related to contracts in progress, including policies with respect to accounting for indirect costs.  Refer to ASC 912-235-50-1.
 (2) Acquisitions, page F-17

4. We note that on a pro forma basis, your total revenues for the year ended July 31, 2008 would have been $682 million, had you acquired Radyne at the beginning of that fiscal
year.  Please clarify the disclosure in your MD&A to state why despite a full year of
operations following its acquisition, Radyne did not appear to positively impact your sales. In this regard, we note your disclosures in the second and third paragraphs on page 19.
 13. Customer and Geographic Information, page F-28

 5. Please disclose revenues attributed to foreign countries in total and your basis for attributing revenues from external customers to individual countries.  Refer to ASC 280-10-50-41.

Valuation and Qualifying Accounts and Reserves, page S-
1

6. Please tell us and disclose in your MD&A why your provision for inventory reserves in 2009 more than doubled over 2008.
 Form 10-Q for the quarterly period ended October 31, 2009

Critical Accounting Policies

7. We note your statement that if you are not successful in achieving your expected sales levels (including sales associated with your Radyne acquisition and your MTS and BFT
contracts), your goodwill may become impaired in future periods.  In addition, we note

Mr. Michael D. Porcelain
Comtech Telecommunications Corp.
February 2, 2010 Page 3
that a substantial majority of your sales in the mobile data communications segment have historically come from, and are expected to be derived in the future from sales relating to your MTS and BFT contracts. However, you di sclose on page 29 that your MTS and BFT
contracts are currently near ceiling limits and there can be no assurance that you will ultimately receive a contract ceiling increase,  contract extension or be awarded a new
contract.  Please tell us how you considered these contracts in your goodwill impairment analysis performed in the first quarter of fiscal 2010.
 Definitive Proxy Statement

 Determination of Salary and Non-equity Incentive Plan Awards for Fiscal 2009, page 19

8. We note your disclosure on pages 20 and 21 that annual incentives for Mr. Porcelain were based upon operating profit and free cash flows relating to the company as a whole and that Mr. Kapleus’ award is based in part upon “financial performance goals related to consolidated operating profit and free cash flow.”    It appears that these goals consist of financial-statement line items or other publicly-disclosed figures.  Therefore, please disclose the specific performance goals in future filings, including threshold, target and maximum levels for each performance goal.  To the extent you believe that disclosure of the objectives or targets is not required because it would result in competitive harm such that you may omit this information under Instruction 4 to Item 402(b) of Regulation S-K, please provide in your response letter a detailed explanation of such conclusion. Please note, however, that we generally do not agree with the argument that disclosing a company-level performance target for the last fiscal year would cause a registrant competitive harm when disclosure of the performance target will occur after the fiscal year has ended and actual company results have been disclosed.

9. We note that the target maximum payouts for your named executive officers are based on percentages of non-GAAP pre-tax profits.  Although you disclose the maximum percentage of pre-tax profits that may be awarded to each named executive officer, you do not disclose the dollar value such percentage represents.    In order to provide context for your disclosure, in future filings please clarify the dollar value represented by the percentages of pre-tax profit that may be paid to each named executive officer.
 Determination of Salary and Non-equity Incentive Plan Awards for Fiscal 2009, page 19

10. We note your use of “free cash flow,” a non-GAAP measure, to determine your non-equity incentive plan awards.  If this measure is used in future periods, please expand your disclosure in future filings to explain how this measure is calculated.
 11. We note that your disclosure in this section references the maximum annual incentive award for your named executive officers.  However this disclosure does not indicate the targets for such incentive awards, which are discussed on pages 27-29.  In order to clarify

Mr. Michael D. Porcelain
Comtech Telecommunications Corp.
February 2, 2010 Page 4
all of the factors considered by your compensation committee, in future filings please expand your disclosure in this section to identify both your target and maximum annual
incentive goals for each named executive officer, as applicable .

Summary Compensation Table for Fiscal 2009, 2008 and 2007…, page 25

12. We note that the compensation committee exercised its discretion to increase the amount
of the annual incentive award that would have otherwise been granted to Mr. Porcelain based on his achievement of the fiscal 2009 performance measures.  The entire $270,000 award is disclosed as non-equity incentive plan compensation in your summary compensation table.  Amounts paid over and above amounts earned by meeting the performance measure in a non-equity incentive plan should be reported in the bonus column of the summary compensation table.  See our Compliance and Disclosure Interpretation 119.02 on Regulation S-K, which you can find at http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm
.  Please indicate your
understanding of this requirement.
 Grants of Plan-Based Awards for Fiscal 2009, page 26

13. We note your disclosure on pages 20 and 21 describing minimum and maximum achievement levels with respect to the fiscal 2009 performance measures for Messrs. Porcelain, McCollum, Wood and Kapelus.  However, the potential awards for achievement of such threshold and maximum levels are not reflected in your grants of plan-based awards table.  In future filings please revise this table to disclose amounts payable if the threshold, target and maximum performance goals are achieved.

14. We note your statement in footnote one to this table that the target levels shown in the table represent the amounts that would have been payable for fiscal 2009 assuming the applicable pre-tax profits were the same as achieved in fiscal 2008.  We note that the fiscal 2009 pre-tax profit measures were available when you filed the proxy statement, therefore the 2009 data should have been reflected in this table.  In future filings you may change the headings to indicate that such disclosure reflects “[E]stimated possible payouts under non-equity incentive plan awards.”  See Question 120.02 of our Compliance and Disclosure Interpretation on Regulation S-K, which you can find at
http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm
.

*    *    *    *

Please respond to these comments 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.  Detailed letters greatly facilitate our review.  Please file your letter over EDGAR.  Please understand that we may have additional comments after reviewing your responses to our comments.

Mr. Michael D. Porcelain
Comtech Telecommunications Corp. February 2, 2010 Page 5    We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors
require for an informed 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 comment, 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 filings;

• staff comments or changes to disclosure in  response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; 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 filings or in response to our comments on your filings.
You may contact Kathryn Jacobson, Staff Accountant, at (202) 551-3365 or Dean
Suehiro, Senior Staff Accountant, at (202) 550-3384 if you have questions regarding comments
on the financial statements and related matters.  Please contact Jessica Plowgian, Attorney-Advisor, at (202) 551-3367 or Kathleen Krebs, Special Counsel at (202) 551-3350 with any other questions.          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

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

Mail Stop 3720

May 15, 2008
   Michael D. Porcelain Senior Vice President and Chief Financial Officer Comtech Telecommunications Corp. 68 South Service Road, Suite 230 Melville, New York 11747
Re: Comtech Telecommunications Corp.
Form 10-K for fiscal year ended July 31, 2007
Filed September 19, 2007 File No.  0-07928

Dear Mr. Porcelain:

The Division of Corporation Finance has completed its review of your Form 10-K
and related filings and does not, at this time, have any further comments.
      S i n c e r e l y         / s        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
Cc:  Mr. Ira G. Bogner        Proskauer Rose LLP        Via facsimile:  (212) 969-2900

CORRESP
1
filename1.htm

            May 14, 2008

            Mr. Larry Spirgel

            Assistant Director

            United States Securities and Exchange Commission

            Division of Corporation Finance

            100 F Street, N.E.

            Washington, D.C. 20549

                            Re:

                            Comtech Telecommunications Corp.

                            Form 10-K for fiscal year ended July 31, 2007

                            Filed September 19, 2007

                            File No. 0-07928

            Dear Mr. Spirgel:

            On behalf of our client, Comtech Telecommunications Corp. (the “Company”), I am responding to your letter dated May 7, 2008 to Mr. Michael D. Porcelain (the “Comment Letter”). To facilitate your review, I have repeated your original comments in the Comment Letter as set forth below in bold type and have listed the Company’s corresponding
            response below it in ordinary type.

            Definitive Proxy Statement

            Compensation Discussion & Analysis, page 10

                            1.

                            We note your response to our prior comment two. In future filings, regardless of whether you do not disclose the specific performance targets due to competitive harm and materiality, you should provide specific detail as to which specific targets were exceeded, and by how much, so that investors may understand the components of any payout. For
                            example, with respect to the 2007 performance measures, you should indicate Messrs.  Burt and McCollum’s level of achievement of each of the

            PROSKAUER ROSE LLP

            Mr. Larry Spirgel

            United States Securities and Exchange Commission

            May 14, 2008

            Page 2

            Operating Profit, New Orders, Free Cash Flow and Personal Goal thresholds for 2007.

            Response:

            In future filings the Company will provide specific detail as to the level of achievement of each specific performance target (e.g., operating profit, new orders, free cash flow, and personal goal targets). The specific detail will include a description of which specific performance targets were exceeded and by how much.

            Determination of Compensation Amounts for NEOs, page 12

                            2.

                            We note your response to our prior comment four. Please confirm that if you refer to your compensation committee’s use of compensation information of competitive companies in future filings, you will include the additional disclosure included in your response to this comment.

            Response:

            If the Company refers to the Executive Compensation Committee’s (the “ECC”) use of compensation information of competitive companies and the ECC has not obtained formal benchmarking studies, the Company will include the additional disclosure in its response to this comment set forth in the letter to the Commission dated May 2, 2008.

                            *

                            *

                            *

            All notices and orders issued in connection with this application should be directed to the undersigned at Proskauer Rose LLP, 1585 Broadway, New York, New York 10036.

                        The Company understands and acknowledges that in response to your comments:

                         •

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

                         •

                        Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to this 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.

            PROSKAUER ROSE LLP

            Mr. Larry Spirgel

            United States Securities and Exchange Commission

            May 14, 2008

            Page 3

            If you have any questions or comments on the enclosed, please contact the undersigned.

                            Sincerely,

                            /s/ Ira G. Bogner

                            Ira G. Bogner

                            cc:

                            Michael D. Porcelain

                            Senior Vice President and Chief Financial Officer

                            The Executive Compensation Committee of Comtech

                            Telecommunications Corp.

                            Robert Cantone, Esq.

                            Proskauer Rose LLP

                            Richard Catalano, Partner

                            KPMG LLP

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

Mail Stop 3720

May 7, 2008
  Michael D. Porcelain Senior Vice President and Chief Financial Officer Comtech Telecommunications Corp. 68 South Service Road, Suite 230 Melville, New York 11747
Re: Comtech Telecommunications Corp.
Form 10-K for fiscal year ended July 31, 2007
Filed September 19, 2007 File No.  0-07928

Dear Mr. Porcelain:

We have reviewed your letter dated May 2, 2008 and have the following
comments.   You should comply with these comments in all future filings, as applicable.
Please confirm in writing that you will do so and also explain to us how you intend to comply.  If you disagree with any of these comments, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation
 We look forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Definitive Proxy Statement

 Compensation Discussion & Analysis, page 10

 1. We note your response to our prior comment two.  In future filings, regardless of whether you do not disclose the specific performance targets due to competitive harm and materiality, you should provide specific detail as to which specific targets were exceeded, and by how much, so that investors may understand the components of any payout.  For example, with respect to the 2007 performance measures, you should indicate Messrs. Burt and McCollum’s level of

Michael D. Porcelain
Comtech Telecommunications Corp. May 7, 2008 Page 2
achievement of each of the Operating Profit, New Orders, Free Cash Flow and Personal Goal thresholds for 2007.
 Determination of Compensation Amounts for NEOs, page 12

2. We note your response to our prior comment four.  Please confirm that if you refer to your compensation committee’s use of compensation information of competitive companies in future filings, you will include the additional disclosure included in your response to this comment.

* * * *
 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please understand that we may have additional comments after reviewing your responses to our comments.
 You may contact Jessica Plowgian, Sta ff Attorney, at (202) 551-3367, or me at
(202) 551-3810 with any other questions.

            S i n c e r e l y         / s        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
  Cc:  Mr. Ira G. Bogner        Proskauer Rose LLP        Via facsimile:  (212) 969-2900

CORRESP
1
filename1.htm

            May 2,
            2008

            Michele Anderson

            Legal Branch Chief

            United States Securities and Exchange Commission

            Division of Corporation Finance

            100
            F Street, N.E.

            Washington, D.C. 20549

                            Re:

                            Comtech Telecommunications Corp.

                            Form 10-K for fiscal
                            year ended July 31, 2007

                            Filed September 19,
                            2007

                            File No.
                            0-07928

            Dear
            Ms. Anderson:

            On behalf of our client, Comtech Telecommunications Corp. (the
            “Company”), I am responding to your letter dated April 3, 2008 to Mr. Fred
            Kornberg (the “Comment Letter”). To facilitate your review, I have repeated
            your original comments in the Comment Letter as set forth below in bold type and have
            listed the Company’s corresponding response below it in ordinary type.

            Management’s Discussion and Analysis of Financial Condition
            and Results of Operations

            Liquidity and Capital Resources, page 34

                            1.

                            In the future, please provide a more detailed
                            discussion of your ability to meet both your short-term and long-term
                            liquidity needs rather than vaguely referring to “the foreseeable
                            future.” We consider “long term” to be the period in
                            excess of the next twelve months. See Section III.C. of Release no.
                            34-26831 and footnote 43 of Release no. 34-48960. You should also
                            revise to quantify and distinguish between your material short-term and
                            long-term liquidity requirements, to the extent
                            practicable.

            PROSKAUER ROSE LLP

            Michele
            Anderson

            Legal
            Branch Chief

            United
            States Securities and Exchange Commission

            May 2,
            2008

            Page
            2

            Response:

            The
            Company will, in future filings, provide a more detailed discussion of its ability to
            meet both short-term and long-term liquidity needs. In addition, in future filings, and
            to the extent practicable, it will quantify and distinguish between its material
            short-term and long-term liquidity requirements.

            Definitive Proxy Statement Incorporated by Reference into Part III
            of Form 10-K

            Compensation Discussion and Analysis, page 10

                            2.

                            We note your disclosure on pages 15 and 22 that
                            annual incentives for Messrs. Burt and McCollum were payable upon the
                            attainment of “pre-set performance goals,” including
                            operating profit, free cash flows, new orders and personal goals.
                            Please disclose the specific performance goals in future filings. To
                            the extent you believe that disclosure of the objectives or targets is
                            not required because it would result in competitive harm such that you
                            may omit this information under Instruction 4 to Item 402(b) of
                            Regulation S-K, please provide in your response letter a detailed
                            explanation of such conclusion. Also clarify how the ECC determined
                            Messrs. Burt and McCollum’s actual performance achievement rates
                            under the pre-set terms of the performance goals.

            Response:

            We
            are dividing our response into two sections: (A) the Company’s conclusion that
            disclosure of the objectives or targets is not required because it would result in
            competitive harm and the information is not material and (B) the Company’s
            response to how the Executive Compensation Committee (“ECC”) determined
            Messrs. Burt and McCollum’s actual performance achievement rates under the
            pre-set terms of the performance goals.

            A. Disclosure of the Objectives Is Not Required
            Because It Would Result in Competitive Harm and the Information is Not
            Material

            For
            the reasons set forth below, the Company believes that the public disclosure of any of
            the specific pre-set performance objectives or targets (both for prior periods and
            future periods) relating to operating profit, free cash flows, new orders and personal
            goals for the operations under each executive’s supervision (the
            “Confidential Performance Targets”) is not required because the information
            is confidential and disclosure would result in substantial harm to the Company’s
            competitive position. Accordingly, on behalf of the Company, we request that the
            Commission grant confidential treatment to the Confidential Performance
            Targets.

            PROSKAUER ROSE LLP

            Michele
            Anderson

            Legal
            Branch Chief

            United
            States Securities and Exchange Commission

            May 2,
            2008

            Page
            3

            The
            Company also believes that disclosure of each individual pre-set performance objective
            or target is not material to an understanding of the annual bonus plan or actual annual
            bonus payouts for Messrs. Burt and McCollum. In particular, as discussed in more detail
            below, due to the weighting of each individual performance goal, each individual goal
            in and of itself is not material to an understanding of the Company’s non-equity
            incentive compensation and should not be required to be disclosed in any
            case.

            Background Information

            Mr.
            Burt is responsible for the day-to-day oversight of the Company’s subsidiaries
            that sell telecommunications transmission products known as over-the-horizon microwave
            products and Mr. McCollum is responsible for the day-to-day oversight of the
            Company’s subsidiaries that sell telecommunications transmission products known
            as satellite earth station products. The aggregated financial results for these product
            lines are reported in the Company’s telecommunications transmission segment in
            its SEC filings. The specific pre-set performance goals for Messrs. Burt and McCollum
            were not based on company-wide reported results. The eligible bonus that Messrs. Burt
            and McCollum could earn was based on a percentage of their relevant subsidiary’s
            or subsidiaries’ pre-tax profits for each of their respective product lines and
            their composite performance on pre-defined performance targets. Notwithstanding these
            pre-set performance goals, as the Company disclosed in its proxy, the ECC can use its
            discretion to reduce the level of annual incentive payouts to any amount lower than the
            calculated amount, based on actual performance.

            The
            actual fiscal 2007 performance measures and related weightings for Messrs. Burt and
            McCollum are as set forth in the table below:

                            Fiscal 2007 Performance
                            Measures1

                                Operating

                                Profit

                                New Orders

                                Free Cash

                                Flow

                                Personal Goals

                                Total

                            Richard L. Burt

                            25%

                            25%

                            25%

                            25%

                            100%

                            Robert L. McCollum

                            25%

                            25%

                            25%

                            25%

                            100%

            Although the Company did not disclose the above table in the
            Company’s Definitive Proxy Statement on Form 14A filed November 1, 2007 (the
            “2007 Proxy Statement”), a similar table

            _________________________

            1  The percentages in this table
            represent the percentage of the total cash bonus goal related to each specific pre-set
            performance measure. Except for personal goals, the percentage for each performance
            measure can be decreased or increased proportionally as a function of the achievement
            of each goal, ranging from a minimum of 70% achievement up to a maximum of 150%
            achievement. Since personal goals can only be achieved at a maximum payout of 25%, the
            aggregate maximum bonus that can be paid to any individual is equal to 137.5% of their
            respective annual bonus target rate. Achievement of less than 70% of any performance
            measure goal results in no credit for that respective performance measure.

            PROSKAUER ROSE LLP

            Michele
            Anderson

            Legal
            Branch Chief

            United
            States Securities and Exchange Commission

            May 2,
            2008

            Page
            4

            was
            disclosed in Item 1.01 “Entry into a Material Definitive Agreement” in the
            Company’s Form 8-K, dated October 9, 2006 and filed with the SEC on October 12,
            2006. In that Form 8-K filing, the Company indicated that it was not disclosing the
            specific pre-set performance goals (e.g., New Orders of $X) because the Company
            believed these amounts are confidential business information, the disclosure of which
            could have an adverse effect on the Company. Personal goals include confidential
            specific operational goals including product development, marketing to targeted
            customers, staffing improvements and other goals that are consistent with the
            Company’s overall short-term and long-term confidential business.

            Enhanced Disclosure To Be Provided by the Company

            As
            applicable, the Company intends to include the above table (and related information
            contained in the footnote) in its future proxy statement, to help enhance the
            reader’s understanding of Messrs. Burt’s and McCollum’s bonus
            arrangement. The Company will also disclose, in general terms, the nature of the
            principal personal goals (i.e., that they relate to product development, marketing to
            targeted customers, and operational and staffing improvements).

            The
            Company recognizes that by omitting the specific performance targets in its filings, it
            is required to discuss in more detail how difficult it will be for each executive or
            how likely it will be for the executive or the business unit to achieve the undisclosed
            target level, factor or criteria. I note that on page 22 of the 2007 Proxy Statement,
            the Company disclosed that although the maximum achievement level could have been as
            high as 137.5% of target bonus, only 91.45% and 74.01% was achieved respectively for
            Mr. McCollum and Mr. Burt. As disclosed in the Company’s proxy on Page 22, the
            percentage for Mr. Burt was not impacted by the use of the ECC’s discretion to
            reduce the amount payable; however, the ECC made a downward discretionary adjustment to
            Mr. McCollum’s award so that amounts not paid to him could be reallocated to
            other employees’ fiscal 2007 bonuses.

            In
            future filings, the Company will enhance its disclosures relating to the ECC’s
            view of the difficulty of achieving the pre-determined goals by making a specific
            statement of the ECC’s view.

            Legal Analysis and Detailed Explanation of Reasons For Confidential
            Treatment

            Section 552(b)(4) of the Freedom of Information Act (“FOIA”)
            protects persons from the competitive disadvantages which would result from publication
            of confidential financial or commercial data. See National
            Parks and Conservation Ass’n v. Morton, 498 F.2d 765,
            768 (D.C. Cir. 1974) (“National Parks
            I”). In National Parks
            I the court stated that:

            PROSKAUER ROSE LLP

            Michele
            Anderson

            Legal
            Branch Chief

            United
            States Securities and Exchange Commission

            May 2,
            2008

            Page
            5

            commercial or financial matter is “confidential” for
            purposes of the 5 U.S.C. § 552(b)(4) exemption if disclosure of the
            information is likely to have either of the following effects: (1) to impair the
            Government’s ability to obtain necessary information in the future; or (2) to
            cause substantial harm to the competitive position of the person from whom the
            information was obtained. Id. at
            770.

            In Burke Energy Corporation v. Department of
            Energy, 583 F. Supp. 507, 511 (Dist. Kan. 1984), the court
            stated that the types of information that the courts have held to be within the Section
            552(b)(4) exemption include: sales and profit data, breakdown of sales, market share
            data, and business statistics including total net sales. Courts have upheld the
            redaction and confidential treatment of financial information where disclosure of such
            information “would provide competitors with valuable insights into the
            company’s operations, give competitors pricing advantages over the company, or
            unfairly advantage competitors in future business negotiations.”
            People for the Ethical Treatment of Animals v. United States
            Department of Agriculture, No. 03-C195SBC, 2005 U.S. Dist.
            LEXIS 10586, at *14 (Dist. D.C. 2005), citing National Parks
            & Conservation Assoc. v. Kleppe, 547 F.2d 673, 684 (D.C.
            Cir. 1976) (“National Parks
            II”). In National Parks
            II the court held that, with the disclosure of detailed and
            comprehensive financial records, “the likelihood of substantial harm to . . .
            competitive positions to be virtually axiomatic.” 547 F.2d at 684.

            For
            the reasons described below, the Company’s request for confidential treatment is
            consistent with the forgoing authority. The Company seeks confidential treatment for
            information which is financial and commercial and, as set forth in the second prong of
            the National Parks I test,
            disclosure of the information would cause substantial harm to the competitive position
            of the Company.

            The
            Confidential Performance Target information is the type of information that is specific

CORRESP
1
filename1.htm

            April
            4, 2008

            Jessica
            Plowgian, Esq.

            Securities and Exchange Commission

            Division of Corporation Finance

            100 F.
            Street, N.E.

            Washington D.C. 20549

            Re:   Comtech Telecommunications Corp.

                            Form 10-K for fiscal year ended July 31,
                            2007

                            Filed September 19, 2007

                            File No. 0-07928

            Dear
            Ms. Plowgian:

            This
            firm represents Comtech Telecommunications Corp. (“Comtech”).

            With
            reference to the letter dated April 3, 2008 from Michele Anderson, Legal Branch Chief,
            to Mr. Fred Kornberg, Chief Executive Officer and President of Comtech, concerning
            Comtech’s Annual Report on Form 10-K/A referenced above (the “Staff
            Letter”), this is to confirm that, in accordance with our telephone conversation
            this afternoon, Comtech will submit its response to Ms. Anderson by May 5,
            2008.

            Very
            truly yours,

            /s/Robert A. Cantone

            Robert
            A. Cantone

            cc: Mr.
            Fred Kornberg

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

Mail Stop 3720

April 3, 2008
  Mr. Fred Kornberg Chief Executive Officer and President Comtech Telecommunications Corp. 68 South Service Road, Suite 230 Melville, New York 11747
Re: Comtech Telecommunications Corp.
Form 10-K for fiscal year ended July 31, 2007
Filed September 19, 2007 File No.  0-07928

Dear Mr. Kornberg:

We have reviewed your filing and have the following comments.  If you disagree with a
comment, we will consider your explanation as to why it is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your explanation.     Please comply with our comments in future  filings.  Confirm in writing that you will do
so and also explain to us how you intend to comply.  Please do so within the time frame set forth below.  Please understand that after our review of your responses, we may raise additional comments.
Management’s Discussion and Analysis of Fi nancial Condition and Results of Operation

Liquidity, and Capital Resources, page 34

1. In the future, please provide a more detailed discussion of your ability to meet both your short-term and long-term liquidity needs rather than vaguely referring to “the foreseeable future.”  We consider “long-term” to be the period in excess of the next twelve months.  See Section III.C. of Release no. 34-26831 and footnote 43 of Release no. 34-48960.  You should also revise to quantify and disti nguish between your material short-term and
long-term liquidity requirements, to the extent practicable.

Mr. Kornberg
Comtech Telecommunications Corp. April 3, 2008
Page 2  Definitive Proxy Statement Incorporated By Reference Into Part III of Form 10-K

 Compensation Discussion and Analysis, page 10

 2. We note your disclosure on pages 15 and 22 that annual incentives for Messrs. Burt and McCollum were payable upon the attainment of “pre-set performance goals,” including operating profit, free cash flows, new orders and personal goals.  Please disclose the specific performance goals in future filings.  To the extent you believe that disclosure of the objectives or targets is not required because it would result in competitive harm such that you may omit this information under Instruction 4 to Item 402(b) of Regulation S-K, please provide in your response letter a detailed explanation of such conclusion.  Also clarify how the ECC determined Messrs. Burt and McCollum’s actual performance achievement rates under the pre-set terms of the performance goals.

3. In future filings, please explain in more detail how your ECC determined the amounts of
the non-equity incentive plan compensation awarded to Messrs. Kornberg, Rouse and Porcelain that were not based on the executives’ employment agreements.  To the extent factors cannot be stated in quantitative terms, explain how the ECC determined the extent to which objectives and parameters were achieved or otherwise assessed individual and corporate performance and any other factors in order to determine the discretionary cash awards.
 Determination of Compensation Amounts for NEOs, page 12

 4. We note your statement on page 12 that you do not benchmark executive compensation to market levels, but it is not clear how your compensation committee has “considered compensation information relating to competitive companies in order to gauge the market for executive talent in which you compete” without benchmarking your compensation levels against such companies.  In future filings, please provide additional disclosure to clarify these statements.

Grants of Plan-Based Awards for Fiscal 2007, page 19

5. We note the range in amounts of options awarded to your named executive officers during fiscal 2007 from 15,000 to 120,000.  In future filings, explain how differing amounts of options were determined for each of your named executive officers.  Elaborate on how the ECC used its “discretion, on a subjective basis” (page 15) in determining the level of grants of stock options.

* * * *

Please respond to these comments 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

Mr. Kornberg
Comtech Telecommunications Corp. April 3, 2008 Page 3  provides any requested information.  Detailed letters greatly facilitate our review.  Please file your letter over EDGAR.  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 filings reviewed by the staff to be certain that they have provided all information investors
require for an informed 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 comment, 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 filings;

• staff comments or changes to disclosure in  response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; 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 filings or in response to our comments on your filings.
 Please contact Jessica Plowgian, attorney-advi ser, at (202) 551-3367 or me at (202) 551-
3833 with any other questions.
Sincerely,
          / s
Michele Anderson Legal Branch Chief