content: ================================================================================
  
                                    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 16, 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 Number)
  incorporation or organization)
  
  
  
                                   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  16,  2003,  Comtech  Telecommunications  Corp.  issued  a press
  release  announcing a private  placement of 2,100,000 shares of its common stock
  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 16, 2003.
  
  
                                         2
  
  <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 16, 2003
  
                                             By:/s/ ROBERT G. ROUSE
                                                ---------------------------------
                                                Name: Robert G. Rouse
                                                Title: Senior Vice President
                                                       and Chief Financial Officer
  
  
                                         3
  
  <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 PRIVATE PLACEMENT OF COMMON STOCK
  
               MELVILLE,  NEW YORK - JULY 16,  2003 -  Comtech  Telecommunications
               Corp. (Nasdaq: CMTL) reported that it expects to complete a sale by
               the end of today, 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 to be 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.
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "e137847.txt", "secsgml_size_bytes": 5904}]
metadata_filer: {"company-data": {"conformed-name": "COMTECH TELECOMMUNICATIONS CORP /DE/", "cik": "0000023197", "assigned-sic": "3663", "irs-number": "112139466", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-07928", "film-number": "03789348"}, "business-address": {"street1": "105 BAYLIS RD", "city": "MELVILLE", "state": "NY", "zip": "11747", "phone": "5167778900"}, "mail-address": {"street1": "105 BAYLIS ROAD", "city": "MELVILLE", "state": "NY", "zip": "11747"}, "former-company": [{"former-conformed-name": "COMTECH INC", "date-changed": "19870503"}, {"former-conformed-name": "COMTECH TELECOMMUNICATIONS CORP", "date-changed": "19831215"}, {"former-conformed-name": "COMTECH LABORATORIES INC", "date-changed": "19780425"}]}
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 16, 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 Number)
  incorporation or organization)
  
                                   105 BAYLIS ROAD
                              MELVILLE, NEW YORK 11747
             -----------------------------------------------------------
                 (Address of Principal Executive Offices) (Zip Code)
  
                                   (631) 777-8900
             -----------------------------------------------------------
                (Registrant's telephone number, including area code)
  
  ================================================================================
  ITEM 5.      OTHER EVENTS.
  
          On July  16,  2003,  Comtech  Telecommunications  Corp.  issued  a press
  release  announcing a private  placement of 2,100,000 shares of its common stock
  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 16, 2003.
  
                                         2
  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 16, 2003
  
                                             By:/s/ ROBERT G. ROUSE
                                                ---------------------------------
                                                Name: Robert G. Rouse
                                                Title: Senior Vice President
                                                       and Chief Financial Officer
  
                                         3
  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 PRIVATE PLACEMENT OF COMMON STOCK
  
               MELVILLE,  NEW YORK - JULY 16,  2003 -  Comtech  Telecommunications
               Corp. (Nasdaq: CMTL) reported that it expects to complete a sale by
               the end of today, 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 to be 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.