================================================================================
                                  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 20, 2004


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

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


                                       N/A
               --------------------------------------------------
          (Former name or former address, if changed since last report)

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




ITEM 5.        OTHER EVENTS.

     On  January  20,  2004,  Comtech  Telecommunications  Corp.  issued a press
release  announcing  its  intention  to  offer,  subject  to  market  and  other
conditions,  $75 million aggregate  original principal amount of its 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 EXHIBITS.

        (a)  Not applicable.

        (b)  Not applicable.

        (c)  EXHIBITS:


        EXHIBIT NUMBER                                    DESCRIPTION
        --------------                                    -----------
             99.1          Press Release of the Company, dated January 20, 2004.


                                       2



                                   SIGNATURES

        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 20, 2004

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

                                       3




                                                                    EXHIBIT 99.1

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

                   COMTECH TELECOMMUNICATIONS CORP. ANNOUNCES
             PROPOSED $75 MILLION CONVERTIBLE SENIOR NOTES OFFERING

Melville, N.Y. - January 20, 2004 - Comtech  Telecommunications Corp. (Nasdaq:
CMTL)  announced  today that it  intends  to offer,  subject to market and other
conditions,  $75 million aggregate  original principal amount of its 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.  Comtech
intends to grant the initial  purchaser of the notes an option to purchase up to
an additional $11.25 million aggregate  original  principal amount of the notes.
The notes will be convertible into shares of Comtech's common stock.

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.

This press release does not constitute an offer to sell or the  solicitation  of
an  offer to buy  securities.  The  offering  is being  made  only to  qualified
institutional buyers. 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.