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

        Date of Report (Date of earliest event reported) January 27, 2004

             (Exact name of Registrant as specified in its charter)

         Delaware                      0-7928                  11-2139466
----------------------------    ----------------------    ---------------------
(State or other jurisdiction   (Commission File Number)      (IRS Employer
    of incorporation)                                     Identification 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)

          (Former name or former address, if changed since last report)

Item 5.     Other Events and Required FD Disclosure.

     On  January  27,  2004,  Comtech  Telecommunications  Corp.  issued a press
release  announcing  that it completed  its  offering of $105 million  aggregate
original principal amount of 2.0% Convertible Senior Notes due 2024 in a private
placement to "qualified  institutional  buyers"  pursuant to Rule 144A under the
Securities  Act of  1933,  as  amended.  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

         (a)      Not applicable.

         (b)      Not applicable.

         (c)      Exhibits:

         Exhibit Number                          Description
         --------------                          -----------
              99.1        Press Release of the Company, dated January 27, 2004.



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

                                               COMTECH TELECOMMUNICATIONS CORP.

Dated:  January 27, 2004

                                By:  /s/ Robert G. Rouse
                                     Name: Robert G. Rouse
                                     Title: Senior Vice President
                                               and Chief Financial Officer


                                                                   Exhibit 99.1

Media Contacts:
Fred Kornberg, President and Chief Executive Officer
Robert G. Rouse, Chief Financial Officer
(631) 777-8900


MELVILLE,  N.Y. - January 27, 2004 - Comtech  Telecommunications  Corp. (Nasdaq:
CMTL) announced  today that it completed its offering of $105 million  aggregate
original principal amount of 2.0% Convertible Senior Notes due 2024 in a private
placement to "qualified  institutional  buyers"  pursuant to Rule 144A under the
Securities  Act of 1933,  as  amended.  The $105  million  amount  includes  the
exercise by the initial  purchaser of its option to purchase an  additional  $15
million aggregate original principal amount of notes.

The notes  will bear  interest  at a rate of 2.0% per year and,  during  certain
periods and subject to certain  conditions,  the notes will be convertible  into
shares of Comtech's  common stock at an initial  conversion  price of $47.25 per
share (a conversion rate of 21.1640 shares per $1,000 original  principal amount
of notes),  subject to adjustment in certain  circumstances.  Upon conversion of
the notes, in lieu of delivering  common stock,  Comtech may, in its discretion,
deliver  cash or a  combination  of cash and common  stock.  Comtech may, at its
option, redeem some or all of the notes on or after February 4, 2009. Holders of
the notes will have the right to require  Comtech to  repurchase  some or all of
the outstanding notes on February 1, 2011, February 1, 2014 and February 1, 2019
and upon certain events, including a change in control.

Comtech  intends to use the net proceeds of the offering for working capital and
general corporate purposes and potentially for future acquisitions of businesses
or technologies or repurchases of Comtech's common stock.

Comtech has agreed to file a registration  statement for the resale of the notes
and the shares of common stock  issuable upon  conversion of the notes within 90
days after the closing of the offering.

This press release does not constitute an offer to sell or the  solicitation  of
an offer to buy  securities.  Any offers of the securities  will be made only by
means of a  confidential  offering  memorandum.  The notes and the common  stock
issuable  upon  conversion  of the  notes  have not been  registered  under  the
Securities Act or any state  securities laws and, unless so registered,  may not
be offered or sold in the United States except pursuant to an exemption from the
registration requirements of the Securities Act and applicable state laws.

Comtech  Telecommunications  Corp.  designs,  develops,   produces  and  markets
innovative products, systems and services for advanced communications solutions.
The  Company  conducts  its  business  through  three  complementary   segments:
telecommunications  transmission,  mobile data communications,  and RF microwave
amplifiers.  The Company  offers niche  products,  systems and services where it
believes it has  technological,  engineering,  systems design or other expertise
that differentiate its product offerings.

This press release contains  statements that are  forward-looking  in nature and
involve certain significant risks and uncertainties. Actual results could differ
materially from such forward-looking  information.  The Company's Securities and
Exchange  Commission  filings  identify many such risks and  uncertainties.  Any
forward-looking  information  in this press release is qualified in its entirety
by the  risks  and  uncertainties  described  in such  Securities  and  Exchange
Commission filings.