SecProbe.io

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Mail Stop 7010

October 12, 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, March
31,
2005 and June 30, 2005
		File No. 0-21682

Dear Mr. Kittrell:

      We have reviewed your response letter dated September 16,
2005
and considered your positions presented during our conference call
on
October 7, 2005, and have the following additional comments.
Where
indicated, we think you should revise your documents 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 in your explanation.

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

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

1. We are in the process of reviewing your response to comment 1
in
our letter dated September 13, 2005 regarding your recognition of
revenue for your geolocation contracts in accordance with SOP 97-
2.
Once our review is complete, we will contact you to arrange a
conference call to further discuss this issue.

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

Note 9.  Contingencies, Warranty Reserve, page 10

2. We note that you recognized the liability associated with the
defective product in fiscal quarter ended March 31, 2005, instead
of
December 31, 2004.  From our conference call held on October 7,
2005,
we understand that this timing is based on your view that you had
not
incurred a liability until your decision on February 7, 2005 to
accommodate your significant customer`s request for retrofitting
of
all products in the field that had a potentially faulty component,
as
you were not legally obligated under your contractual warranty
provision to perform such a retrofit.

However, we continue to believe that the sale of your products
from
January 2003 through December 2004 created a set of circumstances
that exposed the company to a loss contingency associated with the
defective component in the product sold to your significant
customer.
As such, we believe the determination of the range of probable and
estimable loss on February 7, 2005 to be a type one subsequent
event
under AU Section 560 that requires recognition of a loss
contingency
at December 31, 2004.

Therefore, please amend your Form 10-Q for the fiscal quarter
ended
December 31, 2004 to accrue the loss contingency as of December
31,
2004.  Further, as part of your disclosures regarding the nature
of
the loss contingency, please:
* Provide a timeline of the events from the initial sale of your
products in January 2003 to your agreement on February 7, 2005.
* Clarify that the issue related to one of your significant
customers.

Note 13.  Segments, page 12

3. Based on your letter dated September 16, 2005 and our
conference
call on October 7, 2005, we note that you believe that four of
your
five operating segments meet the aggregation criteria in paragraph
17
of SFAS No. 131.  However, based on the historical revenue, gross
margin and operating margin information you provided for each of
your
operating segments, we believe that your operating segments do not
exhibit similar economic characteristics.  Accordingly, we believe
these four operating segments should be presented separately in
your
financial statements.

As such, due to the significance of this information to your
investors and the time lag from when your Form 10-K for fiscal
year
2005 is required to be filed with us, please amend each of your
Forms
10-Q filed for the three fiscal quarters in 2005 to provide the
required information under SFAS 131 for each of your five
reportable
segments.

4. Furthermore, we believe as of September 30, 2004, you also had
five operating and reportable segments:  (1) antennas; (2) base
station subsystems; (3) cable products; (4) network solutions; and
(5) wireless innovations.  This position is based on the above
views
regarding your reportable segments in fiscal year 2005; the fact
that
gross margin information is available, as demonstrated by your
MD&A
discussions in your Forms 10-K for fiscal years ended September
30,
2003 and September 30, 2004 and your conference call transcripts
furnished on Form 8-K; how you characterize your company in the
business section of your Forms 10-K and during the comment
process;
and the presence and compensation of your group vice presidents.
As
such, please also amend your Form 10-K for fiscal year ended
September 30, 2004 to present the information required by SFAS 131
for your five operating and reportable segments, using the
reporting
structure as of September 30, 2004.

If you disagree with our position regarding your operating and
reportable segments as of September 30, 2004, please provide us
with
the CODM reports as of September 30, 2004, as well as your
analysis
of your operating and reportable segments under paragraphs 10 and
17
of SFAS 131.  Please also provide us with a detailed example of
how
your CODM made resource allocations based on the reports you are
providing to us, including the individuals in your company the
CODM
consults in making such decisions.  We will take such additional
information under consideration.

General - Restatements

5. Based on the above comments to restate your Form 10-K for the
fiscal year ended September 30, 2004 and your Forms 10-Q for the
fiscal quarters ended December 31, 2004, March 31, 2005 and June
30,
2005, please address the following items:
* If you conclude that your prior filings should not be relied
upon
due to an error, please be advised that you are required to
disclose
the information listed under Item 4.02(a) of Form 8-K within four
days of your conclusion.
* Please tell us when you will file your restated Form 10-K and
Forms
10-Q.  We remind you that when you file your restated Form 10-K
and
Forms 10-Q you should appropriately address the following:
o An explanatory paragraph in the reissued audit opinion;
o Full compliance with APB 20, paragraphs 36 and 37;
o Fully update all affected portions of the document, including
MD&A,
selected financial data and quarterly financial data;
o Updated Item 9A disclosures should include the following:
- A discussion of the restatement and the facts and circumstances
surrounding it;
- How the restatement impacted the CEO and CFO`s original
conclusions
regarding the effectiveness of their disclosure controls and
procedures;
- Changes to internal control over financial reporting; and
- Anticipated changes to disclosure controls and procedures and/or
internal control over financial reporting to prevent future
misstatements of a similar nature.
Refer to Items 307 and 308(c) of Regulation S-K.
o Updated certifications.

*    *    *    *

      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 letter
with
your amendment that keys your responses to our comments and
provides
any requested information.  Detailed 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, 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
October 12, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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