SecProbe.io

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Mail Stop 7010

July 20, 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
Forms 10-Q for the Fiscal Quarters Ended December 31, 2004 and
March
31, 2005
Form 8-K filed May 3, 2005
		File No. 0-21682

Dear Mr. Kittrell:

      We have reviewed your response letters dated May 24, 2005,
June
20, 2005 and June 30, 2005, and have the following additional
comments.  Where indicated, we think you should revise your
document
in response to these comments or in future filings, as
appropriate.
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 information so we may better
understand your disclosure.  After reviewing this information, we
may
raise additional comments.

Form 10-K for the Fiscal Year Ended September 30, 2004

1.  Summary of Significant Accounting Policies, Revenue
Recognition,
page 32

1. We note your response to comment 2 in our letter dated April
29,
2005.  For a typical geolocation products contract, please provide
us
with the following:
* The details of each deliverable you are providing.
* The accounting literature you are applying to each deliverable,
for
example, SOP 97-2, SOP 81-1 or EITF 00-21, and your basis as to
why
the accounting literature is applicable.
* For each product or service provided, your identification of the
individual elements of accounting and your basis for this
identification, pursuant to paragraph 9 of EITF 00-21 or SOP 97-2,
if
applicable.
* How you are allocating the arrangement consideration to the
different elements of accounting and when you are recognizing
revenue
for each element.
* If you determine that you have recognized historical revenue
incorrectly, a detailed SAB 99 analysis of the quantitative and
qualitative factors regarding materiality for each period
presented.
This analysis should include the impact to your segments`
financial
information for each period as well.

Form 10-Q for the Fiscal Quarter Ended December 31, 2004

Note 9.  Contingencies, Warranty Reserve, page 10

2. We note your response to comment 4 in our letter dated April
29,
2005.  Based on the facts as you have presented them, the products
containing the defective component were sold to the significant
customer from January 2003 through December 2004.  In addition,
you
were made aware of the field issues related to your product in
November 2004 and began conducting a review of the issues
identified
in December 2004, which should have been disclosed, at a minimum,
in
your Form 10-K for the fiscal year ended September 30, 2004.
Finally, you had arrived at a reasonable estimate or range of the
loss contingency as of February 8, 2005, the date your Form 10-Q
for
the quarter ended December 31, 2004 was filed.  As such, this
contingency appears to be a type one subsequent event requiring
the
contingency to be reflected in your December 31, 2004 financial
statements in accordance with paragraph .03 of AU Section 560, at
a
minimum.  Therefore, we believe you should do the following:
* Amend your Form 10-K for the fiscal year ended September 30,
2004
to disclose all of the material facts known by you at the time of
your filing of the Form 10-K on December 13, 2004 surrounding the
field issues that arose from the defective component supplied by
you
to the significant customer.
* Amend your Forms 10-Q for the quarters ended December 31, 2004
and
March 31, 2005 to accrue for the warranty costs related to the
defective component as of December 31, 2004 and to include
adequate
disclosure of the material facts known by Andrew through the date
each form was filed.

Note 13.  Segments, page 12

3. We note your response to comment 3 in our letter dated April
29,
2005, including the information provided under Rule 12b-4.  We
note
that you continue to represent that you only have two operating
segments, Wireless Infrastructure and Satellite Communications
Group.
From the reports provided, your chief operating decision maker
(CODM)
receives detailed financial information by the following business
units:
* Antenna & Cable Products
* Base Station Subsystems
* Network Solutions Group
* Satellite Communications Group
* Wireless Innovations Group
* Worldwide Sales
As such, it is unclear to us how you determined that you only have
two operating segments based on the definition of an operating
segment per paragraphs 10-15 of SFAS 131.  Please provide us with
your comprehensive analysis of the factors that define an
operating
segment.  Your analysis should clearly indicate how you determined
that your business units are not operating segments.

If after further analysis you determine that your business units
for
which detailed financial information is provided to your CODM and
therefore regularly reviewed are operating segments that are being
aggregated in accordance with paragraph 17 of SFAS 131, please
provide us with a comprehensive analysis of each of the criteria
required to be met for aggregation per paragraph 17 of SFAS 131.
This analysis should include the revenues, gross profits, gross
profit margins, operating profits, and operating profit margins,
along with any other information you believe would be useful, for
each of your operating segments for each of the three years ended
September 30, 2004 and the 6-month periods ended March 31, 2005
and
2004 to help us understand how these business units are
economically
similar.  Specifically address any differences in the trends these
financial indicators depict (e.g., if gross profit margin is
decreasing for one business unit and increasing for another).

Form 8-K filed May 3, 2005

4. Comment 15 from our letter dated November 14, 2004 regarding
your
Form 10-K for the year ended September 30, 2003 requested that you
fully describe the impact of known trends or anticipated trends
may
have on net sales or revenues or income from continuing
operations.
In your response letter dated November 18, 2004, you agreed to
revise
your future MD&A to address the concerns in our comment.  It
appears
that you have provided discussion and analysis of trends that may
have a material impact to your consolidated financial statements
in
your news release dated April 28, 2005 and your earnings
conference
call on April 28, 2005 that are either not at all discussed or
fully
discussed in your MD&A in your Form 10-Q for the quarter ended
March
31, 2005.  Examples include (a) the impact of copper, your most
significant raw material, on your results of operations; (b) the
impact of a significant number of new products on your results of
operations; and (c) the impact of inventory turns on your cash
flows.
Please tell us how you determined you complied with comment 15
from
our letter dated November 14, 2004 in your MD&A in Form 10-Q for
the
quarter ended March 31, 2005.

*    *    *    *

      As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

      You may contact Tracey Houser at (202) 551-3736, Nathan
Cheney
at (202) 551-3714, or me at (202) 551-3255, 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
July 20, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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