UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 11-K

 

(Mark One)

þ		ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2006

o		TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                    

Commission file number 1-3863

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

Harris Corporation Retirement Plan

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Harris Corporation
1025 West NASA Blvd.
Melbourne, Florida 32919

 

 

HARRIS CORPORATION
RETIREMENT PLAN

Financial Statements and Supplemental Schedule

June 30, 2006 and 2005 and
for the Year Ended June 30, 2006

HARRIS CORPORATION RETIREMENT PLAN
June 30, 2006
Table of Contents

Report of Independent Registered Public Accounting Firm			1
Audited Financial Statements:
Statements of Net Assets Available for Benefits			3
Statement of Changes in Net Assets Available for Benefits			4
Notes to Financial Statements			5
Supplemental Information:
Schedule of Assets (Held at End of Year)			10
Exhibits:
Exhibit 23.1 Consent of Independent Registered Public Accounting Firm
Exhibit 23.2 Consent of Independent Registered Public Accounting Firm
EX-23.1 Consent of Ernst & Young LLP
Ex-23.2 Consent of Hoyman, Dobson & Company,P.A.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Participants, Plan Administrator and the Harris Corporation Employee Benefits Committee
Harris Corporation Retirement Plan

We have audited the accompanying statement of net assets available for benefits of the Harris Corporation Retirement Plan as of June 30, 2006 and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of the Harris Corporation Retirement Plan for the year ended June 30, 2005, were audited by other auditors whose report dated December 6, 2005, expressed an unqualified opinion on those statements.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the 2006 financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of June 30, 2006, and the changes in net assets available for benefits for the year then ended, in conformity with U.S. generally accepted accounting principles.

Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audit of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

/s/ Ernst & Young LLP
Certified Public Accountants

Jacksonville, Florida
December 14, 2006

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Participants, Plan Administrator and the Harris Corporation Employee Benefits Committee
Harris Corporation Retirement Plan

We have audited the accompanying statements of net assets available for benefits of the Harris Corporation Retirement Plan (the “Plan”) as of June 30, 2005, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of June 30, 2005, and the changes in net assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Hoyman, Dobson & Company, P.A.
Melbourne, Florida

December 6, 2005

HARRIS CORPORATION RETIREMENT PLAN

Statements of Net Assets Available for Benefits

		June 30
		2006				2005
ASSETS
Investments at fair value:
Common stocks		$	615,497,213			$	594,173,911
Registered investment companies			306,263,810				237,313,330
Common/collective trust funds			904,627,150				860,924,212
Master trust investment account			39,825,775				—
Guaranteed investment contracts, at contract value			509,727,788				508,673,004
Corporate bonds and debentures			1,057,637				1,084,013
Real estate investments			1,349,268				2,116,577
Participant loans			29,279,610				27,460,670
Total investments			2,407,628,251				2,231,745,717
Receivables:
Contributions receivable:
Harris Corporation			48,593,346				44,447,187
Participants			4,207,861				3,635,631
Accrued interest and dividends			397,666				149,596
Due from broker for securities sold			1,707,235				4,680,375
Total receivables			54,906,108				52,912,789
Cash and Cash Equivalents			5,304,624				4,661,045
Total assets			2,467,838,983				2,289,319,551
LIABILITIES
Due to participants			—				42,199
Accrued expenses			336,272				537,232
Due to broker for securities purchased			1,153,533				3,362,439
Total liabilities			1,489,805				3,941,870
Net assets available for benefits		$	2,466,349,178			$	2,285,377,681

The accompanying notes are an integral part of these financial statements.

HARRIS CORPORATION RETIREMENT PLAN

Statement of Changes in Net Assets Available for Benefits

For the Year Ended June 30, 2006

Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments		$	176,584,618
Interest			3,331,465
Dividends			10,866,347
Total investment income			190,782,430
Contributions:
Participant rollovers			6,237,302
Employer profit sharing			46,103,048
Employer matching			41,999,482
Participant			72,600,343
Total contributions			166,940,175
Transfer of assets into the Plan			1,438,526
Total additions			359,161,131
Deductions from net assets attributed to:
Benefits paid to participants			174,495,770
Administrative expenses			3,691,858
Transfer of assets out of the Plan			2,006
Total deductions			178,189,634
Net increase			180,971,497
Net assets available for benefits:
Beginning of year			2,285,377,681
End of year		$	2,466,349,178

The accompanying notes are an integral part of these financial statements.

HARRIS CORPORATION RETIREMENT PLAN

Notes to the Financial Statements
June 30, 2006 and 2005

NOTE 1 — DESCRIPTION OF PLAN

The following description of the Harris Corporation Retirement Plan (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

	A.		General — The Plan is a defined contribution plan with a 401(k) feature covering substantially all eligible employees of Harris Corporation and certain of its subsidiaries (collectively, the “Company” or “Employer”) as defined in the Plan document. The Plan Administrator is the Harris Corporation Employee Benefits Committee comprised of persons appointed by Harris Corporation. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended.
	B.		Contributions — Participants may contribute a percentage of both pre-tax and after-tax eligible compensation, as defined in the Plan document and subject to Internal Revenue Code (the “Code”) limitations. Participants age 50 and older by the end of the Plan year can contribute an additional amount above the annual pre-tax limitation, as defined in the Plan document and subject to the Code limitation. The Company matches 100% of pre-tax and after-tax contributions subject to a limit of 6% of eligible compensation for any eligible employee who has completed one year of service. Participants who make no election with respect to pre-tax or after-tax contributions receive an automatic deferment of 6% of eligible compensation on a pre-tax basis. For Plan years ending prior to June 30, 2005, the Employer had an obligation to make a profit sharing contribution to the Plan in the amount of 11.5% of adjusted consolidated net income as defined in the Plan document. Such contribution was allocated to eligible participants as defined in the Plan document who have completed one year of service and were employed on the last day of the Plan year. Effective for Plan years commencing after June 30, 2005, the Plan adopted a new profit sharing formula tied to the Company’s earnings per share and related financial targets. The new formula is described in the Plan document. The Employer may also make additional discretionary profit sharing contributions which are allocated to eligible employees based on compensation and excess compensation as defined in the Plan document.
	C.		Payments of Benefits — Prior to termination of employment, a participant may withdraw all or any portion of his or her after-tax account balance or rollover balance. Upon death, disability, retirement or termination of employment a participant may elect to receive either a lump-sum amount equal to the participant’s vested interest in his or her account, or installments over a future period. An employee may also receive a distribution for financial hardship per the Plan document.
	D.		Participant Loans — The loan program permits employees to borrow against their pre-tax, after-tax and rollover contributions. Employees may borrow in increments of $100 from a minimum of $500 to a maximum of 50% of the vested portion of the participants account or $50,000 whichever is lower, within certain limitations established by the Plan. Payback periods range from one to five years at the option of the participant and may be longer if the loan is to be used for the purchase of a principle residence. Interest rates are established by the Company based on market rates. Loans are paid back ratably through payroll deductions. The outstanding loans have been established as a separate fund.
	E.		Participant Accounts — Each participant’s account is credited with the participant’s contribution and allocations of (a) the Company’s matching contribution, (b) the Company’s profit sharing contribution, (c) the Company’s additional discretionary profit sharing contribution, if any, and, (d) Plan earnings and charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

HARRIS CORPORATION RETIREMENT PLAN
Notes to Financial Statements
June 30, 2006 and 2005

NOTE 1 — DESCRIPTION OF THE PLAN (CONTINUED)

F.

Vesting — Participants are immediately vested in their pre-tax and after-tax contributions plus actual earnings thereon. Vesting in the Employer matching, profit sharing and discretionary contributions plus earnings is based on years of continuous service. A participant is 100% vested after six years of credited service, based on the following schedule:

Years of Service		Vesting Percentage
Less than 2 years			0%
2 years			20%
3 years			40%
4 years			60%
5 years			80%
6 years or more			100%

	G.		Forfeitures — A participant who terminates employment for reasons other than retirement or other specified circumstances and is not 100% vested will forfeit the non-vested portion of the Company’s contributions unless the participant returns to employment within five years. The forfeited contributions are used first to restore recently located missing participants, as defined in the Plan document; next, to restore accounts of participants who were reemployed prior to incurring a break in service of five consecutive years; next, to fund any matching or profit sharing contributions to be allocated to participants who are reemployed after a period of qualified military service, as defined in the Plan document; and finally, to reduce future contributions to the Plan by the Company. Forfeited amounts included in Plan assets at June 30, 2006 and 2005 were $96,862 and $138,123, respectively. For the year ended June 30, 2006 Employer contributions were reduced by $1,487,274 from forfeited nonvested accounts.
	H.		Plan Termination — Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts.
	I.		Investment Options — Upon enrollment into the Plan, a participant may direct Employer and Participant contributions in any of several investment options, except that profit sharing contributions may not be invested in the Harris Stock Fund. The investment options are fully described in the “Employer Summary Plan Description” available to participants. Elections to change funds can be made daily; however, amounts in the Stable Value Fund, which is comprised of unallocated insurance contracts, cannot be transferred directly to the Money Market Fund. A participant may not transfer amounts from other investment funds to the Harris Stock Fund and are governed by other limitations described in the Plan document.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting — The accounting records of the Plan are maintained on the accrual basis.

HARRIS CORPORATION RETIREMENT PLAN
Notes to Financial Statements
June 30, 2006 and 2005

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Valuation of Investments — The Plan’s investments are stated at fair value. Quoted market prices are used when available, to value investments. Investments for which quoted market values are not available are stated at fair values as reported by the trustee or investee company. Participant loans are valued at their outstanding balances, which approximate fair value. Guaranteed investment contracts held in the Plan’s Stable Value Fund are fully benefit-responsive. In accordance with AICPA Statement of Position No. 94-4 “Reporting of Investment Contracts Held by Health and Welfare Benefit Plans and Defined-Contribution Pension Plans,” these contracts are recorded at contract value, which approximates fair value. The average effective yield for the years ended June 30, 2006 and 2005 was 4.10% and 4.27%, respectively. Crediting interest rates range from 2.41% to 4.96% at June 30, 2006 and from 2.83% to 7.42% at June 30, 2005. Investments in common/collective trusts are stated at fair value, based on quoted redemption values as determined by Northern Trust, the Trustee as defined by the Plan document. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. The net appreciation (depreciation) in fair value of investments represents the sum of the unrealized appreciation or depreciation in aggregate fair value of investments and the realized gain or loss on sale of investments.

Use of Estimates — The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates.

Administrative Expenses — Unless otherwise elected by Harris Corporation, all ordinary and extraordinary charges and expenses incurred by the Trustee in connection with the administration of the Plan are paid by the Trustee from the assets of the trust.

NOTE 3 — INVESTMENTS

During the year ended June 30, 2006, the Plan’s investments (including investments bought, sold and held during the years) appreciated (depreciated) in value as follows:

Net appreciation(depreciation) in fair value as determined by quoted market prices:
Common stocks		$	58,519,749
Registered investment companies			42,164,775
Corporate bonds and debentures			(26,375	)
Real estate investments			41,297
			100,699,446
Net appreciation in fair value as determined by investee company:
Common/collective trusts			54,616,781
Master trust investment account			1,182,541
Guaranteed investment contracts			20,085,850
			75,885,172
Total net appreciation in fair value		$	176,584,618

HARRIS CORPORATION RETIREMENT PLAN
Notes to Financial Statements
June 30, 2006 and 2005

NOTE 3 — INVESTMENTS (CONTINUED)

The fair value of individual investments that represent 5% or more of Plan net assets at June 30, 2006 and 2005 is as follows:

		2006				2005
MFB NTGI-QM Collective Daily Russell 1000 Equity Index Fund		$	210,377,575			$	214,365,209
MFB NTGI-QM Collective Daily S&P 500 Equity Index Fund			258,641,075				256,845,027
MFO Bank of New York Collective TR Aggregate Index Fund			262,613,561				247,248,311
MFO Columbia FDS SER TR Intl. Fund			161,920,365				*
Harris Corporation common stock			125,800,040				*

*Investment did not represent 5% or more of the Plan net assets.

Plan investments include a 100% interest in a Master Trust Investment Account (“MTIA”) which represents approximately 1.62% of the net assets available for benefits as of June 30, 2006. There were no Plan assets invested in a MTIA as of June 30, 2005. Investment income and expenses are allocated to the Plan based upon its pro-rata share in the net assets of the master trust which for the Plan year ended June 30, 2006 was 100%. Assets, liabilities and investment results of the MTIA were as follows as of June 30, 2006:

Assets
Investments at fair value:
Cash and cash equivalents		$	6,866,695
Common Stocks			32,079,729
Real Estate investments			869,757
Other			273,229
Receivables:
Due from broker for securities sold			129,461
Accrued investment income receivable			32,004
Total assets			40,250,875
Liabilities
Due to broker for securities purchased			420,417
Other payables			4,683
Total liabilities			425,100
Net assets		$	39,825,775
Investment results:
Net appreciation in fair value of investments		$	1,318,672
Interest			9,094
Dividends			14,485
Less: administrative expenses			(4,683	)
Net transfers into the Master Trust Investment Account			38,488,207
Increase in net assets of the Master Trust Investment Account		$	39,825,775

HARRIS CORPORATION RETIREMENT PLAN
Notes to Financial Statements
June 30, 2006 and 2005

NOTE 4 — RELATED-PARTY TRANSACTIONS

Certain Plan investments are shares of common stock of Harris Corporation and balances in a common/collective trust fund managed by Northern Trust. Harris Corporation is the Plan sponsor and Northern Trust is the Trustee and, therefore, these transactions qualify as exempt party-in-interest transactions.

Harris Corporation common stock is included with other common stock at June 30, 2006 and 2005 as follows:

		2006								2005
		Shares				Fair Value				Shares				Fair Value
Harris Corporation common stock			3,030,596			$	125,800,040				3,063,887			$	95,623,913

On February 25, 2005, Harris Corporation’s Board of Directors approved a two-for-one stock split in the form of a 100 percent stock dividend to its stockholders of record on March 14, 2005. All share amounts in the Audited Financial Statements reflect the stock split, applied retroactively for all periods presented.

Transactions in shares of the Company’s common stock qualify as party-in-interest transactions under the provisions of ERISA. During the year ended June 30, 2006, the Plan made purchases of $11,252,151 and sales of $11,298,783 of the Company’s common stock.

NOTE 5 — INCOME TAX STATUS

The Plan has received a determination letter from the Internal Revenue Service dated April 21, 2004, stating that the Plan is qualified under Section 401(a) of the Code and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the Internal Revenue Service, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes the Plan, as amended, is qualified and the related trust is tax exempt.

NOTE 6 — CONCENTRATION OF CREDIT RISK

Cash amounts at the Trustee may exceed the $100,000 federally insured limit from time to time. The Plan provides for investments in various investment securities, which, in general, are exposed to certain risks, such as interest rate, credit and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term, and such changes could materially affect participant account balances and the amounts reported in the statement of net assets available for benefits.

NOTE 7 — RECONCILIATION OF PLAN FINANCIAL STATEMENTS TO THE FORM 5500

Certain balances included on Schedule H, Parts I and II, of the Form 5500 differ from those included in these financial statements. The following is a reconciliation of net assets available for benefits at June 30, 2006:

		2006
Net assets available for benefits per the financial statements		$	2,466,349,178
Due to participants			(347,347	)
Net assets available for benefits per the form 5500		$	2,466,001,831

     The following is as reconciliation of benefits paid to participants per the financial statements for the years ended June 30, 2006:

		2006
Benefits paid to participants per the financial statements		$	174,495,770
Due to participants			347,347
Benefits paid to participants per the form 5500		$	174,843,117

SUPPLEMENTAL INFORMATION

Harris Corporation Retirement Plan

E.I.N. 34-0276860
Plan Number 015
Schedule H, Line 4(i)
Schedule of Assets (Held at End of Year)
June 30, 2006

(c)

Description of Investment

(b)

Including

(e)

Identity of Issue, Borrower, Lessor,

Maturity Date, Rate of Interest,

(d)

Current

(a)

or Similar Party

Collateral, Par or Maturity Value

Cost

Value

(In Shares/Par Value except

Participant Loans)

Corporate Debt Instruments — Other

LUCENT TECHNOLOGIES INC SUB DEB CONV 8 DUE 08-01-2031/08-15-2006 REG PUT

1,055,000

$1,057,638

Total Corporate Debt     Instruments — Other

$1,057,638

Harris Corporation Retirement Plan

E.I.N. 34-0276860
Plan Number 015
Schedule H, Line 4(i)
Schedule of Assets (Held at End of Year)
June 30, 2006

				(c)
				Description of Investment
	(b)			Including						(e)
	Identity of Issue, Borrower, Lessor,			Maturity Date, Rate of Interest,		(d)				Current
(a)	or Similar Party			Collateral, Par or Maturity Value		Cost				Value
				(In Shares/Par Value except
				Participant Loans)
Corporate Common Stock
	1ST CMNTY BANCORP CAL COM			4645						$	274,427
	5TH 3RD BANCORP COM			97300							3,595,235
	ABAXIS INC COM			14545							325,372
	ABBOTT LAB COM			58500							2,551,185
	ABRAXIS BIOSCIENCE INC COM STK			21500							512,560
	ACCENTURE LTD BERMUDA CLS A COM			29923							847,419
	ADOBE SYS INC COM			14100							428,076
	ADR AMERICA MOVIL S A DE C V SPONSORED ADR REPSTG SER L SHS			34000							1,130,840
	ADR BP P L C SPONSORED ADR			43856							3,052,816
	ADR DESARROLLADORA HOMEX S A DE C V SPONSORED ADR			5500							180,455
	ADR ERICSSON L M TEL CO ADR CL B SEK 10 NEW ERICSSON L M TEL CO ADR			19900							657,496
	ADR HDFC BK LTD ADR REPSTG 3 SHS			11170							609,324
	ADR ICON PUB LTD CO			8835							488,576
	ADR NOKIA CORP SPONSORED ADR			135100							2,737,126
	ADR O2MICRO INTL LTD SPONSORED ADR			29095							223,741
	BK OF IRELAND ORD STK EUR0.64			55500							989,963
	ADR ROYAL DUTCH SHELL PLC SPONSORED ADR REPSTG A SHS			76500							5,123,970
	ADR SONY CORP AMERN SH NEW			52200							2,298,888
	ADR TEVA PHARMACEUTICAL INDS			60000							1,895,400
	ADVISORY BRD CO COM			2875							138,259
	AES CORP COM			5600							103,320
	AETNA INC			34800							1,389,564
	AKAMAI TECHNOLOGIES INC COM STK			2798							101,260
	ALCOA INC COM STK			71500							2,313,740
	ALEXZA PHARMACEUTICALS INC COM			9435							69,159
	ALLEGHENY TECHNOLOGIES INC COM			15100							1,045,524
	ALLERGAN INC COM			17000							1,823,420
	ALLTEL CORP COM			52300							3,338,309
	ALTRIA GROUP INC COM			15900							1,167,537
	AMAZON COM INC COM			22421							867,244
	AMERICAN TOWER CORP CL A			50122							1,559,797
	AMERN INTL GROUP INC COM			64400							3,802,820
	AMGEN INC COM			11,732							765,278
	AMR CORP COM			54100							1,375,222
	AMSURG CORP COM			28865							656,679
	ANADARKO PETRO CORP COM			56800							2,708,792
	ANALOG DEVICES INC COM			93,430							3,002,840

				(c)
				Description of Investment
	(b)			Including						(e)
	Identity of Issue, Borrower, Lessor,			Maturity Date, Rate of Interest,		(d)				Current
(a)	or Similar Party			Collateral, Par or Maturity Value		Cost				Value
				(In Shares/Par Value except
				Participant Loans)
Corporate Common Stock
	ANHEUSER BUSCH COS INC COM			85100							3,879,709
	ANNTAYLOR STORES CORP COM			9700							420,786
	APOLLO GROUP INC CL A CL A			42500							2,195,975
	APPLE COMPUTER INC COM			59000							3,370,080
	APPLIED MATERIALS INC COM			56602							921,481
	ARGON ST INC COM			6155							163,908
	ARTHROCARE CORP COM			4195							176,232
	AT&T INC COM			192341							5,364,390
	AUTODESK INC COM			7825							269,650
	AUTOMATIC DATA PROCESSING INC COM			20788							942,736
	AVERY DENNISON CORP COM			47600							2,763,656
	AVON PRODS INC COM USD0.25			83800							2,597,800
	BANK AMER CORP COM			64978							3,125,442
	BANK OF THE OZARKS INC COM			14657							488,078
	BAXTER INTL INC COM			51800							1,904,168
	BEACON ROOFING SUPPLY INC COM			18018							396,565
	BED BATH BEYOND INC COM			4176							138,518
	BEST BUY INC COM STK			22400							1,228,416
	BIG 5 SPORTING GOODS CORP COM			7125							138,938
	BIOGEN IDEC INC COM STK			11400							528,162
	BJS WHSL CLUB INC COM STK			7600							215,460
	BLOCK H & R INC COM			59600							1,422,056
	BLUE NILE INC COM			5625							180,900
	BOSTON SCIENTIFIC CORP COM			67100							1,129,964
	BRISTOL MYERS SQUIBB CO COM			87500							2,262,750
	BUILDING MATLS HLDG CORP COM			21500							599,205
	BURL NORTHN SANTA FE CORP COM			5800							459,650
	CAMPBELL SOUP CO COM			71800							2,664,498
	CAREMARK RX INC COM			19530							973,961
	CATERPILLAR INC COM			6600							491,568
	CBS CORP NEW CL B			80250							2,170,763
	CENT GARDEN & PET CO COM			4604							198,202
	CEPHALON INC CON			6600							396,660
	CERADYNE INC DEL COM			7100							351,379
	CERNER CORP COM			3300							122,463
	CHEMTURA CORP COM			48887							456,605
	CHEVRON CORP COM			101478							6,297,726
	CHGO MERCANTILE EXCHANGE HLDGS INC CL A			6800							3,339,820
	CHUBB CORP COM			38400							1,916,160
	CIGNA CORP COM			6000							591,060
	CIRCUIT CY STORES INC COM			20500							558,010
	CISCO SYS INC COM			116300							2,271,339
	CITIGROUP INC COM			37300							1,799,352
	COCA COLA CO COM			88800							3,820,176
	COCA COLA ENTERPRISES INC COM			12900							262,773
	COGNIZANT TECHNOLOGY SOLUTIONS CORP CL ACL A			5847							393,912
	COLGATE-PALMOLIVE CO COM			71800							4,300,820
	COMCAST CORP NEW CL A			89806							2,940,248
	COOPER INDUSTRIES INC COM			24100							2,239,372
	COPART INC COM			40505							994,803
	CORNING INC COM			30910							747,713
	CORPORATE EXECUTIVE BRD CO COMMON STOCK			1000							100,200
	COSTAR GROUP INC COM			1600							95,728
	CRA INTL INC COM			2600							117,364
	CSX CORP COM			1200							84,528
	CVS CORP COM STK			11800							362,260

				(c)
				Description of Investment
	(b)			Including						(e)
	Identity of Issue, Borrower, Lessor,			Maturity Date, Rate of Interest,		(d)				Current
(a)	or Similar Party			Collateral, Par or Maturity Value		Cost				Value
				(In Shares/Par Value except
				Participant Loans)
Corporate Common Stock
	CYBERONICS INC COM			9105							194,119
	CYBERSOURCE CORP DEL COM			17590							205,803
	CYMER INC COM			25800							1,198,668
	D R HORTON INC COM			34900							831,318
	DANAHER CORP COM			19776							1,271,992
	DEALERTRACK HLDGS INC COM STK			12357							273,213
	DEERE & CO COM			27400							2,287,626
	DELL INC COM STK			84100							2,052,881
	DEVON ENERGY CORP NEW COM			6600							398,706
	DEXCOM INC COM			5932							80,557
	DISNEY WALT CO COM			103400							3,102,000
	DOW JONES & CO INC COM			72900							2,552,229
	DU PONT E I DE NEMOURS & CO COM STK			79100							3,290,560
	DUKE ENERGY CORP NEW COM STK			115000							3,377,550
	E*TRADE FIN CORP COM			22188							506,330
	EASTMAN KODAK CO COM			91600							2,178,248
	EATON CORP COM			20100							1,515,540
	EBAY INC COM			110721							3,243,018
	ECHOSTAR COMMUNICATIONS CORP NEW CL A			45900							1,414,179
	ELI LILLY & CO COM			67300							3,719,671
	EMC CORP COM			42784							469,340
	ENCYSIVE PHARMACEUTICALS INC COM			9890							68,538
	ENDO PHARMACEUTICALS HLDGS INC COM			10000							329,800
	ENERGY CONVERSION DEVICES INC COM			13165							479,601
	ENTERGY CORP NEW COM			37300							2,638,975
	EOG RESOURCES INC COM			8200							568,588
	EXXON MOBIL CORP COM			114826							7,044,575
	FACTSET RESH SYS INC COM			19717							932,614
	FID NATL FINL INC COM			19300							751,735
	FIRSTENERGY CORP COM			39535							2,143,192
	FNMA COM STK			31700							1,524,770
	FORD MTR CO DEL COM PAR $0.01			84700							586,971
	FORTUNE BRANDS INC COM STK			26800							1,903,068
	FOXHOLLOW TECHNOLOGIES INC COM STK			7735							211,320
	FRKLN RES INC COM			8426							731,461
	GARMIN GARMIN CORPORATION			6134							646,769
	GEN DYNAMICS CORP COM			7920							518,443
	GEN MILLS INC COM			72000							3,719,520
	GENENTECH INC COM STK			62089							5,078,880
	GENERAL ELEC CO COM			368790							12,155,318
	GENUINE PARTS CO COM			44500							1,853,870
	GENZYME CORP COM			38000							2,319,900
	GFI GROUP INC COM STK			2795							150,790
	GILEAD SCI INC COM			37934							2,244,175
	GOLF GALAXY INC COM STK			1500							20,175
	GOOGLE INC CL A CL A			15848							6,645,541
	GUITAR CTR INC COM			19150							851,601
	HANSEN NAT CORP COM COM			1100							209,407
	HARBOR FLA BANCSHARES INC COM			4150							154,131
	HARMAN INTL INDS INC NEW COM STK USD0.01			7752							661,788
	*HARRIS CORP COM			3030596							125,800,040
	HEALTHSPRING INC COM STK			11360							213,000
	HEALTHWAYS INC COM STK			8665							456,126
	HERCULES INC VTG COM			32100							489,846
	HESS CORP COM STK			80100							4,233,285
	HEWLETT PACKARD CO COM			40200							1,273,536
	HIBBETT SPORTING GOODS INC COM			21632							517,005

				(c)
				Description of Investment
	(b)			Including						(e)
	Identity of Issue, Borrower, Lessor,			Maturity Date, Rate of Interest,		(d)				Current
(a)	or Similar Party			Collateral, Par or Maturity Value		Cost				Value
				(In Shares/Par Value except
				Participant Loans)
Corporate Common Stock
	HITTITE MICROWAVE CORP COM STK			700							25,312
	HOME DEPOT INC COM			44000							1,574,760
	HONEYWELL INTL INC COM STK			115000							4,634,500
	HUMANA INC COM			17490							939,213
	INTIGRATED DEVICE TECHNOLOGY INC COM			16872							239,245
	INTEL CORP COM			115696							2,192,439
	INTERCONTINENTALEXCHANGE INC COM			12000							695,280
	INTERNATIONAL BUSINESS MACHS CORP COM COM			48000							3,687,360
	INTL FLAVORS & FRAGRANCES INC COM			65800							2,318,792
	INTL GAME TECH COM			23816							903,579
	INTL PAPER CO COM			161796							5,226,011
	INTUITIVE SURGICAL INC COM NEW STK			7000							825,790
	IRON MTN INC COM STK			16000							598,080
	JACKSON HEWITT TX SVC INC COM			4980							156,123
	JLG INDS INC COM			20400							459,000
	JOHNSON & JOHNSON COM			70800							4,242,336
	JOY GLOBAL INC COM			26500							1,380,385
	JPMORGAN CHASE & CO COM			194024							8,149,008
	JUNIPER NETWORKS INC COM			70479							1,126,959
	KB HOME COM			11700							536,445
	KIMBERLY-CLARK CORP COM			36200							2,233,540
	KNIGHT TRANSN INC COM COM			56623							1,143,785
	KOHLS CORP COM			21148							1,250,270
	KOMAG INC COM NEW STK			30200							1,394,636
	KYPHON INC COM			8230							315,703
	LAMAR ADVERTISING CO CL A COM			19725							1,062,389
	LECG CORP COM			11365							209,912
	LEGG MASON INC COM			8182							814,273
	LENNAR CORP CL A			14100							625,617
	LIFE TIME FITNESS INC COM			5010							231,813
	LIGAND PHARMACEUTICALS INC CL B			7775							65,699
	LINCOLN NATL CORP COM			54223							3,060,346
	LOCKHEED MARTIN CORP COM			28100							2,015,894
	LOOPNET INC COM STK			2160							40,198
	LOWES COS INC COM			48400							2,936,428
	LUCENT TECHNOLOGIES INC COM STK			356000							861,520
	MACROVISION CORP COM			6570							141,386
	MANITOWOC INC COM			28600							1,272,700
	MARSH & MCLENNAN CO’S INC COM			177900							4,783,731
	MARVELL TECH GROUP COM USD02			31925							1,415,235
	MATTEL INC COM			164800							2,720,848
	MAXIM INTEGRATED PRODS INC COM			35145							1,128,506
	MC CORMICK & CO INC COM NON-VTG			44800							1,503,040
	MC DONALDS CORP COM			2900							97,440
	MCCLATCHY CO CL A CL A			12436							498,932
	MEADWESTVACO CORP COM			50800							1,418,844
	MEDCO HLTH SOLUTIONS INC COM			7800							446,784
	MEDIMMUNE INC COM			48400							1,311,640
	MEDTRONIC INC COM			40654							1,907,486
	MELLON FINL CORP COM			104800							3,608,264
	MEMC ELECTR MATLS INC COM COM			22900							858,750
	MERCANTILE BANKSHARES CORP COM			30500							1,087,935
	MERCK & CO INC COM			137000							4,990,910
	MERITAGE HOMES CORP COM			7090							335,003
	MICREL INC COM			48785							488,338
	MICROCHIP TECHNOLOGY INC COM			18200							610,610
	MICROSOFT CORP COM			310947							7,245,065

				(c)
				Description of Investment
	(b)			Including						(e)
	Identity of Issue, Borrower, Lessor,			Maturity Date, Rate of Interest,		(d)				Current
(a)	or Similar Party			Collateral, Par or Maturity Value		Cost				Value
				(In Shares/Par Value except
				Participant Loans)
Corporate Common Stock
	MICROTUNE INC DEL COM			21577							135,072
	MONSANTO CO NEW COM			5950							500,931
	MOODYS CORP COM			31000							1,688,260
	MORGAN STANLEY			87757							5,547,120
	MOTOROLA INC COM			105000							2,115,750
	MURPHY OIL CORP COM			39200							2,189,712
	MYRIAD GENETICS INC COM			4375							110,469
	N V R INC COM			260							127,725
	NATL CY CORP COM			38400							1,389,696
	NAVTEQ CORP COM			19789							884,173
	NEOPHARM INC COM			7145							3,808,385
	NEUROCHEM INC COM NEUROCHEM INC COM STK			13685							144,103
	NEUSTAR INC CL A			8680							292,950
	NEW YORK TIMES CO CL A ISIN			129900							3,187,746
	NEWELL RUBBERMAID INC COM			119300							3,081,519
	NISOURCE INC COM			142400							3,110,016
	NORFOLK SOUTHN CORP COM COM			46600							2,480,052
	NORTHN TR CORP COM			15000							829,500
	NORTHSTAR NEUROSCIENCE INC COM			5420							56,260
	NOVACEA INC COM STK			4800							43,536
	NUVASIVE INC COM			10310							187,951
	NVIDIA CORP COM			41940							892,903
	NXSTAGE MED INC COM STK			10420							90,967
	O REILLY AUTOMOTIVE INC COM			44999							1,403,519
	ORACLE CORP COM			43480							630,025
	OUTDOOR CHANNEL HLDGS INC COM NEW COM NEW			11085							114,397
	P F CHANGS CHINA BISTRO INC COM STK			4775							181,546
	PAC SUNWEAR CAL INC COM			6685							119,862
	PALL CORP COM			74000							2,072,000
	PATTERSON COS INC COM			19000							663,670
	PEDIATRIX MED GROUP COM			6590							298,527
	PEETS COFFEE & TEA INC COM			2550							76,985
	PENN NATL GAMING INC COM			9100							352,898
	PEPSICO INC COM			6200							372,248
	PETCO ANIMAL SUPPLIES INC COM NEW			7355							150,263
	PFIZER INC COM STK $.11 1/9 PAR			158900							3,729,383
	PHARMACEUTICAL PROD DEV INC COM			6080							213,530
	PINNACLE ENTMT INC COM			9100							278,915
	PINNACLE W. CAP CORP COM			21300							850,083
	PLX TECH INC COM			22585							275,989
	POOL CORP COM STK			6325							275,960
	PRA INTL COM STK			7710							171,702
	PROCTER & GAMBLE CO COM			2800							155,680
	PROGRESS ENERGY INC COM			53300							2,284,971
	PROSPERITY BANCSHARES INC COM			6690							220,034
	PRUDENTIAL FINL INC COM			3300							256,410
	PWR INTEGRATIONS INC COM			26550							464,094
	QIAGEN N V COM			29145							399,869
	QUALCOMM INC COM			67400							2,700,718
	QWEST COMMUNICATIONS INTL INC COM			530500							4,291,745
	RADIAN GROUP INC COM			11100							685,758
	RADIOSHACK CORP DEL COM			66000							924,000
	RAYTHEON CO COM NEW COM NEW			60500							2,696,485
	RED HAT INC COM			64302							1,504,667
	REDWOOD TR INC COM			5639							275,352
	RES CONNECTION INC COM			15275							382,181

				(c)
				Description of Investment
	(b)			Including						(e)
	Identity of Issue, Borrower, Lessor,			Maturity Date, Rate of Interest,		(d)				Current
(a)	or Similar Party			Collateral, Par or Maturity Value		Cost				Value
				(In Shares/Par Value except
				Participant Loans)
Corporate Common Stock
	RESMED INC COM			5440							255,408
	RETALIX LTD			9850							219,754
	RYLAND GROUP INC COM			15900							692,763
	S.W. AIRL CO COM			75539							1,236,573
	SALIX PHARMACEUTICALS LTD COM DE			6060							74,538
	SARA LEE CORP COM			16400							262,728
	SCHERING-PLOUGH CORP COM			76700							1,459,601
	SCHLUMBERGER LTD COM STK			70314							4,578,145
	SCHWAB CHARLES CORP COM NEW			193400							3,090,532
	SEABOARD CORP DEL COM			179							229,120
	SEAGATE TECH HLDGS COM USD0001			50500							1,143,320
	SEMTECH CORP			7140							103,173
	SEPRACOR INC COM			12498							714,136
	SILICON LABORATORIES INC COM			10950							384,893
	SIRF TECHNOLOGY HLDGS INC COM			9924							319,751
	SLM CORP COM			21873							1,157,519
	SPRINT NEXTEL CORP			141600							2,830,584
	SRA INTL INC CL A			11665							310,639
	ST JUDE MED INC COM			16548							536,486
	ST PAUL TRAVELERS CORP			65249							2,908,800
	ST STR CORP COM			75129							4,364,244
	STANTEC INC COM STK			19820							374,598
	STARBUCKS CORP COM			120000							4,531,200
	STRAYER ED INC COM			4850							471,032
	STRYKER CORP COMMON COMMON			30700							1,292,777
	SUN TR BANKS INC COM			35400							2,699,604
	SUNOCO INC COM			1700							117,793
	SYMYX TECHNOLOGIES INC COM			3700							89,355
	SYSCO CORP COM			47687							1,457,315
	TARGET CORP COM			11126							543,728
	TD AMERITRADE HLDG CORP COM STK			29900							442,819
	TECHNE CORP COM			14165							721,282
	TECO ENERGY INC COM			31800							475,092
	TELUS CORPORATION COM NPV			13300							550,489
	TELUS CORP NON VTG SHS			19500							787,410
	TESSERA TECHNOLOGIES INC COM STK			13030							358,325
	TEXAS INSTRS INC COM COM			24958							755,978
	TEXAS ROADHOUSE INC COM CL A STK CL A			1300							17,576
	THOMAS WEISEL PARTNERS GROUP INC COM			5495							104,460
	TIME WARNER INC NEW COM			247000							4,273,100
	TITANIUM METALS CORP COM NEW			22300							766,674
	TOREADOR RES CORP COM			8905							250,498
	TRANSOCEAN INC			7394							593,886
	TREX INC COM			248							6,421
	TRIBUNE CO COM			128000							4,151,040
	TUESDAY MORNING CORP COM NEW			13735							180,615
	TXU CORP COM			5600							334,824
	TYCO INTL LTD NEW COM			64300							1,768,250
	UCBH HLDGS INC COM			14880							246,115
	UN PAC CORP COM			52800							4,908,288
	UNITEDHEALTH GROUP INC COM			45648							2,044,117
	UNUMPROVIDENT CORP COM			112700							2,043,251
	UNVL TECH INST INC COM			11610							255,652
	URS CORP NEW COM			4600							193,200
	UST INC COM			33900							1,531,941
	UTD SURGICAL PARTNERS INTL INC COM			28418							854,529

				(c)
				Description of Investment
	(b)			Including						(e)
	Identity of Issue, Borrower, Lessor,			Maturity Date, Rate of Interest,		(d)				Current
(a)	or Similar Party			Collateral, Par or Maturity Value		Cost				Value
				(In Shares/Par Value except
				Participant Loans)
Corporate Common Stock
	UTD THERAPEUTICS CORP DEL COM STK			13300							768,341
	VALERA PHARMACEUTICALS INC COM STK			7610							63,848
	VALERO ENERGY CORP COM STK NEW			900							59,868
	VARIAN MED SYS INC COM ISIN			20500							970,675
	VERIZON COMMUNICATIONS COM			91234							3,055,427
	VIACOM INC NEW CL B			83893							3,006,725
	VULCAN MATERIALS CO COM			29000							2,262,000
	WAL-MART STORES INC COM			117427							5,656,459
	WALGREEN CO COM			78052							3,499,852
	WASTE MGMT INC DEL COM STK			82572							2,962,683
	WEBSENSE INC COM STK ISIN# US9476841062			6165							126,629
	WELLS FARGO & CO NEW COM STK			25300							1,697,124
	WESTN DIGITAL CORP COM			72000							1,426,320
	WINNEBAGO INDS INC COM			5970							185,309
	WYETH COM			79300							3,521,713
	WYNN RESORTS LTD COM			8375							613,888
	XCEL ENERGY INC COM			102200							1,960,196
	XILINX INC COM			44572							1,009,556
	YAHOO INC COM			102704							3,389,232
	ZIMMER HLDGS INC COM			13500							765,720
	Corporate Common Stock Total									$	615,497,213