8-K

 

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): June 2, 2008

HARRIS CORPORATION
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-3863	34-0276860
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
1025 West NASA Blvd., Melbourne, Florida		32919
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (321) 727-9100

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

The information contained in this Current Report on Form 8-K that is furnished under this Item 7.01, including the accompanying Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section. The information contained in this Current Report on Form 8-K that is furnished under this Item 7.01, including the accompanying Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

On June 2, 2008, Harris Corporation ("Harris") issued a press release stating that in response to recent market rumors and media reports, Harris is not pursuing a merger or a sale of the company. The full text of the press releas e is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished herewith:
99.1 Press Release, issued by Harris Corporation on June 2, 2008 (furnished pursuant to Item 7.01).

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.

	HARRIS CORPORATION
June 2, 2008	By:	/s/ Scott T. Mikuen
		Name: Scott T. Mikuen
		Title: Vice President, Associate General Counsel and Corporate Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press Release, issued by Harris Corporation on June 2, 2008 (furnished pursuant to Item 7.01)

EX-99.1

Exhibit 99.1

Harris Corporation Issues Statement That It Is Not
Pursuing a Merger or Sale of the Company

MELBOURNE, Florida, June 2, 2008 — Harris Corporation (NYSE:HRS) has issued a statement in response to recent market rumors and media reports. Harris acknowledged that from time to time it is approached by other companies with expressions of interest in various types of transactions, including a potential sale of the company. Harris stated today that it is not pursuing a merger or a sale.

“The Board of Directors and I have great confidence in this company, its employees and its future,” said Howard L. Lance, chairman, president and chief executive officer. “Harris is uniquely positioned, with access to both government and commercial technologies, to continue to effectively serve the challenging requirements of our growing global assured communications® markets.

“We believe our focus on continuing growth through the introduction of industry-leading new products, expansion of addressable markets, development of new capabilities, international expansion, and strategic acquisitions will deliver significant value going forward for our customers, shareholders and business partners as we have demonstrated in the past,” Lance said.

In accordance with its standing policy, the company will not make any further statements responding to market rumors or speculation.

About Harris Corporation

Harris is an international communications and information technology company serving government and commercial markets in more than 150 countries. Headquartered in Melbourne, Florida, the company has annual revenue of more than $5 billion and 16,000 employees — including nearly 7,000 engineers and scientists. Harris is dedicated to developing best-in-class assured communications^®; products, systems, and services. Additional information about Harris Corporation is available at www.harris.com.

Forward-Looking Statements

This press release contains forward-looking statements that reflect management’s current expectations, assumptions and estimates of future performance and economic conditions. Such statements are made in reliance upon the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The company cautions investors that any forward-looking statements are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those matters expressed in or implied by such forward-looking statements. Statements about outlook and expectations are forward-looking and involve risks and uncertainties. Other factors that may impact the company’s results and forward-looking statement may be disclosed in the company’s filings with the SEC. Harris disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

# # #

Investor Relations inquiries: Pamela Padgett at 321-727-9383, or pamela.padgett@harris.com

Media inquiries: Jim Burke at 321-727-9131, or jim.burke@harris.com

For additional information, contact Harris Corporation at webmaster@harris.com.