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                                                                  Exhibit 10(ii)
              
                                    AMENDMENT
                                       TO
                            DIRECTORS RETIREMENT PLAN


         WHEREAS, Harris Corporation, a Delaware corporation (the "Company"),
has heretofore adopted and maintains the Directors Retirement Plan, which was
last amended as of June 28, 1996 (the "Plan"), to provide retirement benefits to
the members of the Company's Board of Directors who are not employees of the
Company ("Outside Directors") (capitalized terms not defined in this amendment
have the meanings ascribed to them in the Plan); and

         WHEREAS, the Company desires to amend the Plan to provide that the only
Participants in the Plan on and after January 1, 1998 will be (i) those former
Outside Directors who are then receiving benefits under the Plan and (ii) those
Outside Directors with at least ten years of Service as of January 1, 1998 who
elect to continue to participate in the Plan; and

         WHEREAS, the Company desires to amend the Plan in certain other
respects.

         NOW THEREFORE, pursuant to the power of amendment contained, in Section
6.01 of the Plan, the Plan is hereby amended, effective as of the date set forth
below, as follows:

     1.  Section 3.01 of the Plan is amended to add the following sentence to 
the end thereof:

         Notwithstanding the previous sentence, no member of the Board shall
         become a Participant on or after January 1, 1998.


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     2.  Section 4.01(a) of the Plan is amended to add the phrase "before 
January 1, 1998" immediately after the words "a member of the Board".

     3.  Section 4.01 is amended to add the following subsections (c), (d) and
(e) immediately following subsection (b) thereof:

         (c)      Each Participant who is serving as a member of the Board on
                  January 1, 1998 and who has at least ten years of Service as
                  of such date may elect, prior to December 31, 1997, in the
                  manner prescribed by the Committee, any one of the following:

                  (i)      an annual retirement benefit payable in accordance
                           with Section 4.01(b) that is equal to the annual
                           retainer, excluding attendance fees and committee
                           retainers and attendance fees, payable to a member of
                           the Board who is not an employee of the Company for
                           services performed as a member of the Board for 1997
                           (the "1997 Retainer"); or

                  (ii)     that the Participant's account under the Harris
                           Corporation 1997 Directors' Deferred Compensation and
                           Annual Stock Unit Award Plan (the "Unit Award Plan")
                           be credited as of January 1, 1998 with the number of
                           Harris Stock Equivalents (as defined in the Unit
                           Award Plan) on such date that is equal to the
                           actuarial present value of the annual retirement
                           benefit (assuming retirement at age 72) described in
                           clause (i) of this Section 4.01(c). For these
                           purposes (and for purposes of subsection (d) hereof),
                           the actuarial present value of a Participant's annual
                           retirement benefit (assuming retirement at age 72)
                           shall be computed using an interest rate of 6.5%
                           compounded annually and the 1983 Group Annuity
                           Mortality Table, based upon a fixed blend of 50% male
                           mortality rates and 50% female mortality rates.

         (d)      In lieu of any benefit under this Plan, each Participant who
                  is not receiving payments under the Plan as of January 1, 1998
                  and who has fewer than ten years of Service as of such date
                  shall have credited to his or her account under the Unit Award
                  Plan, the number of Harris Stock Equivalents that is equal on
                  such date to the actuarial present value (as determined under
                  Section 4.01(c)(ii)) of an annual retirement benefit
                  (assuming retirement at age 72) equal to the Applicable
                  Percentage of the Participant's 1997


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                  Retainer, provided that the Participant completes any consent
                  or other forms requested by the Committee. Each member of the
                  Board who is not an employee of the Company and who is not a
                  Participant in the Plan because he or she has not completed
                  at least five years of Service shall have credited to his or
                  her account under the Unit Award Plan the number of Harris
                  Stock Equivalents that is equal on such date to the actuarial
                  present value (as determined under Section 4.01(c)(ii)) of
                  an annual retirement benefit (assuming retirement at age 72)
                  equal to the Applicable Percentage of such member's 1997
                  Retainer. For purposes of this Section 4.01(d), the
                  "Applicable Percentage" shall be equal to 10% for each year of
                  Service determined as of January 1, 1998 of such a Participant
                  or member.

         (e)      Participants described in clause (ii) Section 4.01(c) or in
                  Section 4.01(d) shall cease participation in the Plan at 12:01
                  a.m. on January 2, 1998 and shall no longer be a Participant
                  under the Plan for any purpose.

     4.  Section 4.02(a) is amended to add the phrase "before January 1, 1998
and" immediately after the words "a member of the Board".

     5.  Section 4.02 is amended to add the following subsection (c) immediately
following subsection (b) thereof:

         (c)      A Participant who made an election described in Section
                  4.01(c)(i) and who ceases to be a member of the Board prior to
                  his or her Retirement Date by reason of Disability shall be
                  entitled to receive a disability benefit payable in accordance
                  with Section 4.02(b) that is equal to the annual retirement
                  benefit to which the Participant is entitled.

     6.  Section 4.03 is amended to add the words "who either (i) ceases to be a
member of the Board prior to January 1, 1998 or (ii) has at least ten years of
service as of January 1, 1998 and elects to receive an annual retirement benefit
under Section 4.01(c)(i)" immediately after the word "Participant" in the
first sentence thereof.


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     7.  Subsections (a) and (b) of Section 4.04 are amended to add the words
"occurring before January 1, 1998" immediately after the words "the event of a
Change of Control".

     8.  Section 4.04(b) is amended to delete the last sentence thereto.

     9.  Section 4.04 is amended to add the following subsections (c) and (d)
immediately after subsection (b) thereof:

         (c)      In the event of a Change of Control occurring on or after
                  January 1, 1998, in lieu of the benefits payable under
                  Sections 4.01 through 4.03, (i) each Participant or
                  beneficiary who is then receiving a retirement benefit or a
                  disability benefit shall be paid immediately upon such Change
                  of Control a lump sum cash payment equal to the Actuarial
                  Equivalent of such benefit measured as of the date of the
                  Change of Control; (ii) each other Participant who does not
                  continue as a member of the Board shall receive an immediate
                  lump sum cash payment equal to the Actuarial Equivalent of the
                  retirement benefit to which the Participant would be entitled
                  commencing at the Participant's Retirement Date; and (iii)
                  each other Participant who continues as a member of the Board
                  shall receive a lump sum payment, at the time he or she ceases
                  to be a member of the Board, equal to the Actuarial Equivalent
                  of either (x) the retirement benefit to which the Participant
                  would be entitled commencing on the Participant's Retirement
                  Date, or (y) in the case of the Participant's Disability prior
                  to his or her Retirement Date, the disability benefit to
                  which the Participant would be entitled.

         (d)      The reasonable legal fees and expenses incurred by any
                  Participant to enforce his or her valid rights under Section
                  4.04 shall be paid by the Company in addition to any amounts
                  payable under the Plan.

     10. Section 4.05 is amended to substitute the following sentences for the
first sentence thereof:


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          In lieu of the benefits payable under Section 4.01, 4.02 or 4.03, a
          Participant who ceased being a member of the Board prior to January 1,
          1998 may elect to receive a cash-out distribution of such benefit. The
          spouse of a deceased Participant who ceased being a member of the
          Board prior to January 1, 1998 and who had elected the joint and
          survivor form of payment may elect to receive a cash-out distribution
          of his or her survivor benefit.


     11.  Section 6.02 is amended to add the phrase "prior to January 1, 1998"
immediately after the words "any such termination" appearing in the second
sentence thereof.

     12.  Section 6.02 is further amended to add the following sentence to the
end thereof:

          Upon any such termination on or after January 1, 1998, (x) each
          Participant who is then receiving a retirement benefit or disability
          benefit shall receive an immediate lump sum cash payment equal to the
          Actuarial Equivalent of such benefit as of the date of termination,
          and (y) each other Participant shall receive a lump sum cash payment
          equal to the actuarial present value of the annual retirement benefit
          payable in accordance with Section 4.01(b) that is equal to the 1997
          Retainer.

APPROVED AND AUTHORIZED BY THE BOARD OF DIRECTORS this 24th day of October,
1997.

                                        /s/ Phillip W. Farmer
                                        -------------------------------------
                                        Phillip W. Farmer
                                        Chairman of the Board, President and
                                        Chief Executive Officer
                                        Harris Corporation


ATTEST:


/s/ Richard L. Ballantyne
-------------------------------------
Corporate Secretary


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