UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459

Form 10-Q

(Mark One)

\|X\|	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended January 31, 2004

\|_\|	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________________ to __________________

Commission File Number: 0-7928

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

Delaware
(State or other jurisdiction of incorporation /organization)

11-2139466
(I.R.S. Employer Identification Number)

105 Baylis Road, Melville, New York
(Address of principal executive offices)

11747
(Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

|X| Yes |_| No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

|X| Yes |_| No

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of March 5, 2004, the number of outstanding shares of Common Stock, par value $.10 per share, of the registrant was 14,214,484.

COMTECH TELECOMMUNICATIONS CORP.

INDEX

		Page
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Balance Sheets - January 31, 2004 (Unaudited)
and July 31, 2003		2

Consolidated Statements of Operations - Three and Six Months Ended January 31, 2004
and 2003 (Unaudited)		3

Consolidated Statements of Cash Flows - Six Months Ended January 31, 2004
and 2003 (Unaudited)		4

Notes to Consolidated Financial Statements		5-10

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		11-18

Item 3. Quantitative and Qualitative Disclosures about Market Risk		18

Item 4. Controls and Procedures		18

PART II. OTHER INFORMATION		18

Item 4. Submission of Matters to a Vote of Security Holders		18

Item 6. Exhibits and Reports on Form 8-K		19

Signature Page		20

Certifications		21-24

PART I
FINANCIAL INFORMATION
COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

Item 1.

	January 31, 2004
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	148,224,000		48,617,000
Restricted cash		4,196,000		4,288,000
Accounts receivable, less allowance for doubtful accounts of $741,000
at January 31, 2004 and $912,000 at July 31, 2003		47,726,000		26,696,000
Inventories, net		31,771,000		34,048,000
Prepaid expenses and other current assets		2,858,000		1,742,000
Deferred tax asset - current		5,699,000		5,699,000

Total current assets		240,474,000		121,090,000

Property, plant and equipment, net		12,559,000		12,328,000
Goodwill and other intangibles with indefinite lives		17,726,000		17,726,000
Intangibles with definite lives, net of accumulated amortization of
$5,719,000 at January 31, 2004 and $4,720,000 at July 31, 2003		10,354,000		11,353,000
Deferred financing costs, net		3,814,000		—
Other assets, net		392,000		390,000
Deferred tax asset - non-current		1,363,000		1,363,000

Total assets	$	286,682,000		164,250,000


Liabilities and Stockholders’ Equity
Current liabilities:
Current installments of capital lease obligations	$	520,000		899,000
Accounts payable		13,972,000		11,527,000
Accrued expenses and other current liabilities		15,302,000		13,267,000
Customer advances and deposits		2,894,000		2,491,000
Deferred service revenue		12,750,000		11,160,000
Interest payable		29,000		—
Income taxes payable		4,779,000		6,945,000

Total current liabilities		50,246,000		46,289,000

Convertible senior notes		105,000,000		—
Capital lease obligations, less current installments		254,000		393,000

Total liabilities		155,500,000		46,682,000

Stockholders’ equity:
Preferred stock, par value $.10 per share; shares authorized and
unissued 2,000,000		—		—
Common stock, par value $.10 per share; authorized 30,000,000 shares,
issued 14,348,809 shares at January 31, 2004 and 14,020,769 shares
at July 31, 2003		1,435,000		1,402,000
Additional paid-in capital		110,158,000		107,573,000
Retained earnings		19,870,000		8,884,000

		131,463,000		117,859,000
Less:
Treasury stock (140,625 shares)		(185,000	)	(185,000	)
Deferred compensation		(96,000	)	(106,000	)

Total stockholders’ equity		131,182,000		117,568,000

Total liabilities and stockholders’ equity	$	286,682,000		164,250,000

Commitments and contingencies

See accompanying notes to consolidated financial statements.

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	Three months ended January 31,						Six months ended January 31,
	2004			2003			2004			2003

Net sales	$	56,794,000			42,326,000			113,090,000			73,599,000
Cost of sales		36,181,000			28,783,000			71,497,000			48,379,000

Gross profit		20,613,000			13,543,000			41,593,000			25,220,000

Expenses:
Selling, general and administrative		8,804,000			6,372,000			17,378,000			12,700,000
Research and development		3,664,000			3,296,000			7,205,000			6,312,000
Amortization of intangibles		499,000			526,000			999,000			1,052,000

		12,967,000			10,194,000			25,582,000			20,064,000


Operating income		7,646,000			3,349,000			16,011,000			5,156,000

Other expense (income):
Interest expense		51,000			686,000			75,000			1,377,000
Interest income		(114,000	)		(62,000	)		(219,000	)		(121,000	)

Income before provision for income taxes		7,709,000			2,725,000			16,155,000			3,900,000
Provision for income taxes		2,466,000			872,000			5,169,000			1,248,000


Net income	$	5,243,000			1,853,000			10,986,000			2,652,000


Net income per share:
Basic	$	0.37			0.16			0.78			0.24

Diluted	$	0.34			0.16			0.71			0.23


Weighted average number of common shares
outstanding-basic		14,080,000			11,304,000			14,017,000			11,285,000

Potential dilutive common shares		1,468,000			584,000			1,438,000			489,000


Weighted average number of common and
common equivalent shares outstanding
assuming dilution - diluted		15,548,000			11,888,000			15,455,000			11,774,000

See accompanying notes to consolidated financial statements.

COMTECH TELECOMMUNICATIONS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six months ended January 31, (Unaudited)
	2004			2003
Cash flows from operating activities:
Net income	$	10,986,000			2,652,000
Adjustments to reconcile net income to net cash (used in) provided by
operating activities:
Depreciation and amortization		3,124,000			3,108,000
Provision for doubtful accounts		142,000			142,000
Provision for inventory reserves		836,000			823,000
Income tax benefit from stock option exercises		1,001,000			—
Loss on disposal of property, plant and equipment		81,000			—
Changes in assets and liabilities:
Restricted cash securing letter of credit obligations		92,000			—
Accounts receivable		(21,172,000	)		(6,540,000	)
Inventories		1,441,000			4,790,000
Prepaid expenses and other current assets		(1,116,000	)		(163,000	)
Other assets		(2,000	)		(9,000	)
Accounts payable		2,445,000			366,000
Accrued expenses and other current liabilities		2,035,000			(5,000	)
Customer advances and deposits		403,000			6,200,000
Deferred service revenue		1,590,000			705,000
Interest payable		29,000			—
Income taxes payable		(2,166,000	)		1,328,000

Net cash (used in) provided by operating activities		(251,000	)		13,397,000


Cash flows from investing activities:
Purchases of property, plant and equipment		(2,420,000	)		(1,853,000	)
Purchase of technology license		—			(75,000	)
Cash received in connection with business acquisitions		—			551,000

Net cash used in investing activities		(2,420,000	)		(1,377,000	)


Cash flows from financing activities:
Principal payments on capital lease obligations		(518,000	)		(534,000	)
Proceeds from issuance of convertible senior notes, net of related costs
of $3,821,000		101,179,000			—
Proceeds from exercises of stock options, warrants and
employee stock purchase plan shares		1,617,000			305,000

Net cash provided by (used in) financing activities		102,278,000			(229,000	)


Net increase in cash and cash equivalents		99,607,000			11,791,000
Cash and cash equivalents at beginning of period		48,617,000			15,510,000

Cash and cash equivalents at end of period	$	148,224,000			27,301,000


Supplemental cash flow disclosure:

Cash paid during the period for:
Interest	$	39,000			1,377,000