SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934

HARRIS CORPORATION

HARRIS CORPORATION

3.5% Convertible Debentures due 2022
(Title of Class of Securities)

413 875 AH 8
(CUSIP Number of Class of Securities)

Scott T. Mikuen, Esq.
Vice President, Associate General Counsel
and Corporate Secretary
Harris Corporation
1025 West NASA Boulevard
Melbourne, Florida 32919
(321) 727-9100
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

with copy to:

Robert J. Grammig, Esq.
Ivan A. Colao, Esq.
Holland & Knight LLP
100 North Tampa Street, Suite 4100
Tampa, Florida 33602
(813) 227-8500

CALCULATION OF FILING FEE

Transaction Valuation*: $149,056,000		Amount of Filing Fee**: $4,577

x

Check the box if any part of the fee is offset as provided by Rule 0- 11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:		$4,577				Filing Party:		Harris Corporation
Form or Registration No.:		Schedule TO				Date Filed:		July 19, 2007

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

     Check the appropriate boxes below to designate any transactions to which this statement relates:

o		third-party tender offer subject to Rule 14d-1.		o		going-private transaction subject to Rule 13e-3.
x		issuer tender offer subject to Rule 13e-4.		o		amendment to Schedule 13D under Rule 13d-2.

     Check the following box if the filing is a final amendment reporting the results of the tender offer: x

 

 

INTRODUCTORY STATEMENT

     This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO-I (“Schedule TO-I”) originally filed by Harris Corporation, a Delaware corporation (the “Company”), related to the offer by the Company to purchase, at the option of the holder thereof (the “Holder”), all of the outstanding 3.5% Convertible Debentures due 2022 issued by the Company on August 26, 2002 (the “Debentures”), upon the terms and subject to the conditions set forth in the Indenture (as defined below), the Debentures, the Company Notice, dated July 19, 2007, filed as Exhibit (a)(1)(A) to the Schedule TO-I (the “Company Notice”), and the related offer materials filed as Exhibit (a)(1)(B) to the Schedule TO-I (the Company Notice and related offer materials, as amended or supplemented from time to time, collectively constitute the “Put Option”). The Debentures were issued pursuant to an Indenture, dated as of August 26, 2002 (the “Indenture”), between the Company and The Bank of New York, as trustee.

     This Amendment is intended to satisfy the disclosure requirements of Rule 13e-4(c)(4) under the Securities Exchange Act of 1934, as amended.

Item 4 Terms of the Transaction.

Item 4 of the Schedule TO-I is amended and supplemented by adding the following:

     The Put Option expired at 12:00 midnight, New York City time, on Wednesday, August 15, 2007. The Company has been advised by The Bank of New York, as paying agent, that no Debentures were tendered pursuant to the terms of the Put Option and not withdrawn prior to the expiration of the Put Option. At the expiration of the Put Option, $146,506,000 million aggregate principal amount of Debentures were outstanding.

Item 12 Exhibits.

(a)(1)(A)*		Company Notice to Holders of 3.5% Convertible Debentures due 2022, dated July 19, 2007.
(a)(1)(B)*		Form of Purchase Notice.
(b)		Not applicable.
(d)(1)		Indenture, dated as of August 26, 2002, between the Company and The Bank of New York, incorporated herein by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 26, 2002.
(g)		Not applicable.
(h)		Not applicable.

Item 13. Information Required by Schedule 13E-3.

     Not applicable.

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     Dated: August 17, 2007

EXHIBIT INDEX

(a)(1)(A)*		Company Notice to Holders of 3.5% Convertible Debentures due 2022, dated July 19, 2007.
(a)(1)(B)*		Form of Purchase Notice.
(d)		Indenture, dated as of August 26, 2002, between the Company and The Bank of New York, as trustee, incorporated herein by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 26, 2002.