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<SEC-DOCUMENT>0001012975-03-000208.txt : 20030718
<SEC-HEADER>0001012975-03-000208.hdr.sgml : 20030718
<ACCEPTANCE-DATETIME>20030718144747
ACCESSION NUMBER:		0001012975-03-000208
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20030718
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20030718

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			COMTECH TELECOMMUNICATIONS CORP /DE/
		CENTRAL INDEX KEY:			0000023197
		STANDARD INDUSTRIAL CLASSIFICATION:	RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663]
		IRS NUMBER:				112139466
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0731

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-07928
		FILM NUMBER:		03792890

	BUSINESS ADDRESS:	
		STREET 1:		105 BAYLIS RD
		CITY:			MELVILLE
		STATE:			NY
		ZIP:			11747
		BUSINESS PHONE:		5167778900

	MAIL ADDRESS:	
		STREET 1:		105 BAYLIS ROAD
		CITY:			MELVILLE
		STATE:			NY
		ZIP:			11747

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	COMTECH INC
		DATE OF NAME CHANGE:	19870503

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	COMTECH TELECOMMUNICATIONS CORP
		DATE OF NAME CHANGE:	19831215

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	COMTECH LABORATORIES INC
		DATE OF NAME CHANGE:	19780425
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>e137847v2.txt
<TEXT>

===============================================================================



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

                       ----------------------------------
                                    FORM 8-K
                       ----------------------------------


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


             JULY 17, 2003                                  0-7928
 -------------------------------------           -----------------------------
             Date of Report                         Commission File Number
   (Date of earliest event reported)


                        COMTECH TELECOMMUNICATIONS CORP.
             (Exact name of registrant as specified in its charter)


              DELAWARE                                   11-2139466
 ------------------------------------          -------------------------------
    (State or other jurisdiction of            (I.R.S. Employer Identification
     incorporation or organization)                        Number)



                                 105 BAYLIS ROAD
                            MELVILLE, NEW YORK 11747
            -------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


                                 (631) 777-8900
            -------------------------------------------------------
              (Registrant's telephone number, including area code)



===============================================================================


<PAGE>



ITEM 5.     OTHER EVENTS.

     On July 17, 2003, Comtech Telecommunications Corp. issued a press release
announcing the completion of a sale, subject to customary closing matters, of
2,100,000 shares of its common stock in a private placement for an aggregate
price of approximately $40.6 million. Attached hereto and incorporated by
reference herein as Exhibit 99.1 is a copy of such press release.

ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

      (a)   Not applicable.

      (b)   Not applicable.

      (c)   EXHIBITS:
            --------

     EXHIBIT NUMBER                         DESCRIPTION
     --------------                         -----------
          99.1            Press Release of the Company, dated July 17, 2003.



<PAGE>



                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934,
Comtech Telecommunications Corp. has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

                                    COMTECH TELECOMMUNICATIONS CORP.

Dated:  July 17, 2003


                                    By: /S/ ROBERT G. ROUSE
                                       -------------------------------------
                                       Name: Robert G. Rouse
                                       Title: Senior Vice President
                                              and Chief Financial Officer


<PAGE>



                                                                  EXHIBIT 99.1

                              Contact:    Fred Kornberg
                                          President and CEO
                                          or
                                          Robert G. Rouse
                                          Senior Vice President and CFO
                                          Comtech Telecommunications Corp.
                                          (631) 777-8900

                        COMTECH TELECOMMUNICATIONS CORP.

                             ANNOUNCES COMPLETION OF

                        PRIVATE PLACEMENT OF COMMON STOCK

           MELVILLE, NEW YORK - JULY 17, 2003 - Comtech Telecommunications
           Corp. (Nasdaq: CMTL) reported that it has completed a sale
           subject to customary closing matters, in a private placement, of
           2,100,000 shares of its common stock for an aggregate price of
           approximately $40.6 million (or $19.33 per share). The number of
           shares and the per share price reflect the Company's 3-for-2
           stock split which was effective after the markets closed on
           July 14, 2003.

           The Company intends to use the net proceeds of the sale of
           shares to prepay long-term debt and for other corporate purposes
           and has agreed to register for resale the shares sold in the
           private placement.

           The securities offered and sold in the private placement have
           not been registered under the Securities Act of 1933 and may not
           be offered or sold in the United States absent registration or
           an applicable exemption from registration requirements. This
           press release shall not constitute an offer to sell or the
           solicitation of an offer to sell or the solicitation of an offer
           to buy the securities. This press release is being issued
           pursuant to and in accordance with Rule 135c under the
           Securities Act of 1933, as amended.

           THIS PRESS RELEASE CONTAINS STATEMENTS THAT ARE FORWARD-LOOKING
           IN NATURE AND INVOLVE CERTAIN SIGNIFICANT KNOWN AND UNKNOWN
           RISKS, UNCERTAINTIES, POTENTIAL DELAYS AND OTHER FACTORS. AS A
           RESULT, ACTUAL EVENTS COULD DIFFER MATERIALLY FROM SUCH
           FORWARD-LOOKING STATEMENTS. ANY FORWARD-LOOKING STATEMENT IN
           THIS NEWS RELEASE IS QUALIFIED IN ITS ENTIRETY BY SUCH RISKS AND
           UNCERTAINTIES.


</TEXT>
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