COMTECH TELECOMMUNICATIONS CORP /DE/
SC 13D/A, 1997-11-24
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 SCHEDULE 13D

                   Under the Securities Exchange Act of 1934
                              (Amendment No. 1)*

                       COMTECH TELECOMMUNICATIONS CORP.
                               (Name of Issuer)

                                 COMMON STOCK
                        (Title of Class of Securities)

                                  205826209
                                (CUSIP Number)

                             Edward I. Tishelman
        c/o Hartman & Craven LLP, 460 Park Avenue, New York, NY 10022
                                (212) 836-4940
                 (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)

                              November 21, 1997
            (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box  /
/.

Check the following box if a fee is being paid with the statement / /. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)

NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

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                                 SCHEDULE 13D
CUSIP No. 205826209                                            Page 2 of 5 Pages

1.   NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

        GARY GELMAN


2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*        (a) / /
                                                              (b) / /

3.   SEC USE ONLY


4.   SOURCE OF FUNDS*

        PF - PERSONAL FUNDS

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) or 2(e)                               / /

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

        UNITED STATES

                         7.   SOLE VOTING POWER

NUMBER OF SHARES                 165,650

 BENEFICIALLY            8.   SHARED VOTING POWER

 OWNED BY EACH                   165,650

REPORTING PERSON         9.   SOLE DISPOSITIVE POWER

     WITH                        165,650

                         10.  SHARED DISPOSITIVE POWER



11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                 165,650

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
     EXCLUDES CERTAIN SHARES*                                     / /


13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                                 6.25%

14.  TYPE OF REPORTING PERSON*

        IN

                    *SEE INSTRUCTIONS BEFORE FILLING OUT!
         INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
      (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

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                                                                     Page 3 of 5
Item 1. Security and Issuer

     This report is being filed with respect to the acquisition of shares of
common stock (the "Stock") of Comtech Telecommunications Corp., a Delaware
corporation (the "Company").

Item 2. Identity and Background

     This statement is being filed by Mr. Gelman, a United States citizen whose
business address is c/o American Claims Evaluation, Inc., One Jericho Plaza,
Jericho, New York 11753. Mr. Gelman's principal occupation is as Chairman of the
Board, President, Chief Executive and Chief Operating Officer of American Claims
Evaluation, Inc., whose principal business is rendering services in the
vocational rehabilitation of persons involved in workmen's compensation
disabilities. Mr. Geman is also Chairman of the Board of Directors of Misonix,
Inc., a New York corporation, engaged in the development, manufacture and/or
marketing of medical, scientific and industrial ultrasonic and air pollution
control systems.

     Mr. Gelman has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

     The source of funds used was personal funds of the reporting person.

Item 4. Purpose of Transaction

        (a)     The undersigned purchased the shares of Stock for investment.
                The undersigned may, at any time or from time to time, acquire
                additional shares of Stock, and expressly reserves the right, at
                any time or from time to time, to dispose of any or all of his
                shares of Stock.

        (b)-(j) Not Applicable.

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                                                                     Page 4 of 5
Item 5. Interest in Securities of the Issuer

        (a) The aggregate number of the Company's shares of Stock beneficially
            owned by the undersigned on the close of business on the date set
            forth on the cover was 165,650, approximately 6.25% of the shares
            outstanding on that date, based upon the 2,650,404 shares of Stock
            reported by the Company to be issued and outstanding on its report
            on Form 10-Q for the period ended April 30, 1997.

        (b) Number of Shares as to which, on the date referred to on the cover
            the undersigned had:

            (i)   sole power to vote or to direct the vote...............165,650

            (ii)  shared power to vote or to direct the vote...............---

            (iii) sole power to dispose or to direct the disposition of..165,650

            (iv)  shared power to dispose or to direct the disposition of..---

        (c) Other than as described hereinafter, there were no transactions in
            the Company's shares effected by the undersigned during the sixty
            day period preceding the date set forth on the cover.

                 Shares Purchased     Date     Price Per Share
                 ----------------     ----     ---------------
                       1,000        11/21/97       $4.68
                       4,000        11/17/97        4.275
                       1,000        11/13/97        4.8462
                       1,000        11/12/97        4.40625
                       2,000        10/31/97        4.40625
                       1,000        10/30/97        4.28125
                       3,000        10/29/97        4.33
                       5,000        10/27/97        4.3125
                       1,000        10/24/97        4.53125
                       2,900        10/09/97        4.235
                       3,000        10/08/97        4.28125
                       1,450        10/02/97        4.1875
                       1,000        10/01/97        4.53

            Total     27,350

        (d) Not applicable.

        (e) Not applicable.

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                                                                     Page 5 of 5

     After reasonable 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: November 21, 1997
                                       /s/ Gary Gelman
                                       Gary Gelman


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