SecProbe.io

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Mail Stop 0510

April 29, 2005

via U.S. mail and facsimile

Marty R. Kittrell
Chief Financial Officer
Andrew Corporation
10500 W. 153rd Street
Orland Park, Illinois  60462

	RE:	Andrew Corporation
		Form 10-K for the fiscal year ended September 30, 2004
		Filed December 13, 2004

		Form 10-Q for the quarter ended December 31, 2004
		Form 8-K filed February 9, 2005

		File No. 1-14617

Dear Mr. Kittrell:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
disclosures in future filings in response to these comments.  If
you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the year ended September 30, 2004

1.  Summary of Significant Accounting Policies, Revenue
Recognition

1. In future filings, please provide a more detailed description
of
"contractual terms" regarding the recognition of revenue.  In
addition, please confirm to us that revenues related to services
provided did not exceed 10% of total revenues for each period
presented.

2. Please tell us the following information about your multiple-
element arrangement contracts:
* We note that one of the elements is the delivery of hardware and
software.  Please tell us in a sufficient amount of detail how
your
sales surrounding software are not within the scope of SOP 97-2.
* In a sufficient amount of detail, a description of the
fundamental
change in this one customer contract that resulted in the need to
change your accounting for your multiple-elements arrangement
contracts by adding an additional element.  Please include in your
discussion how this change resulted in an additional $9.6 million
of
revenues.
* A description how you determined the addition of integration to
your multiple-elements accounting is a change in estimate instead
of
a correction of an error.  If you originally had the 4 elements
instead of 3 elements, over which periods would the $9.6 million
of
revenue been recognized.  Provide us with an analysis by quarter
of
the impact to revenue, income from continuing operations before
tax
and net income had the 4th element been included as an element in
revenue recognition from the start of the contract(s) affected.

Form 10-Q for the quarter ended December 31, 2004

Note 13.  Segments

3. We note your response to prior comment 8 from your response
letter
dated November 18, 2004 regarding your Form 10-K for the year
ended
September 30, 2003, along with your disclosures in your Form 10-Q
for
the quarter ended December 31, 2004 regarding the reorganization
of
your product groups and the resulting two reportable segments
beginning in fiscal year 2005.  Please provide us with the
following
information due to your change in product group organization and
resulting two
reportable segments:
* Please provide us with copies of all the new types of reports
reviewed by your CODM on a regular basis (e.g., daily, weekly,
monthly, quarterly, annually, etc.).  These reports would be for
fiscal year 2005, the period in which the change in product groups
has occurred.
* Please provide us with more detail regarding the reorganization
of
your product groups, which resulted in the two reportable
segments.
Specifically, it appears that all of your former product groups
are
to be captured under the Wireless Infrastructure reportable
segment,
as your disclosure in Note 13 states that the Wireless
Infrastructure
reportable segment includes the product groups:  Antenna and Cable
Products, Base Station Subsystems, Network Solutions and Wireless
Innovations.  However, the Satellite Communications segment
appears
to be comprised of at least one of the former product groups,
since
you have provided financial information for this reportable
segment
for the prior period.

Note 14.  Subsequent Event and Form 8-K for February 7, 2005, Item
8.01

4. We note that you were notified by a customer of abnormally high
field failure rate for a specific component used in certain base
station subsystem product lines prior to filing your Form 10-Q for
the quarter ended December 31, 2004.  Please tell us the following
information regarding this event:
* The customer the warranty issue relates.
* The date you were initially notified by the customer of the
warranty issue.
* The date the products in question were sold and/or shipped to
the
customer.
* The consideration you gave to AU Section 560, Subsequent Events
for
this event.  Please provide us with a sufficient amount of
information to understand how you determined that this event was a
type II subsequent event.
* The determination of whether any other products sold to other
customers could also be affected by the defective component.
* Please tell us about the significant increase to your accrual
for
warranties issued during fiscal year 2004.  It would appear that
the
growth rate of your warranty accrual exceeds the growth rate of
sales
without any discussion in MD&A for the cause.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a letter that keys your responses to our comments
and
provides any requested supplemental information.  Detailed
response
letters greatly facilitate our review.  Please file your response
letter on EDGAR.  Please understand that we may have additional
comments after reviewing your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

?        the company is responsible for the adequacy and accuracy
of
the disclosure in the filing;

?        staff comments or changes to disclosure in response to
staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

?        the company may not assert staff comments as a defense in
any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Tracey Houser, Staff Accountant, at (202)
942-
1989, Nathan Cheney at (202) 942-1804 or me at (202) 942-2923 if
you
have questions regarding comments on the financial statements and
related matters.

							Sincerely,

							Nili Shah
							Accounting Branch Chief

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Marty R. Kittrell
Andrew Corporation
April 29, 2005
Page 1 of 4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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