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ANDREW CORPORATION

10500 West
153rd
Street

Orland Park, IL 60462

May 24, 2005

VIA EDGAR

Ms. Nili Shah

Accounting Branch Chief

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

    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 Ms. Shah:

     On behalf of Andrew Corporation, I am providing the following responses to the Comment Letter,
dated April 29, 2005, from the Staff of the Securities and Exchange Commission regarding the
above-referenced documents. In addition to this letter, I am submitting to you under separate
cover, pursuant to Rule 12b-4 under the Securities Exchange Act of 1934, as amended, additional
information on a supplemental basis in response to the Staff’s specific requests in Comment #3 and
#4.

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

 1. Summary of Significant Accounting Policies, Revenue Recognition

Comment #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.

Response: In future filings, the company will provide more detail on “contractual
terms” regarding the recognition of revenue. Revenues related to services provided in
fiscal years 2004, 2003 and 2002 were less than 10% of total revenues for each of these
fiscal years.

Comment #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 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.

Response:

The company is currently engaged in preparing a detailed response to the Staff’s Comment #2,
but has not yet completed its analysis. As discussed with the Staff this morning, we will
endeavor to provide our response as soon as possible, but not later than June 30.

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

Note 13. Segments

Comment #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 the 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.

Response:

The company’s chief operating decision maker (“CODM”) is its Chief Executive Officer, Ralph
Faison. The CODM does not receive daily or weekly reports. Generally, on a monthly basis,
the CODM reviews the three reports described below, a representative copy for the month of
March 2005 has been supplementally furnished.

    •
    Monthly Results Summary. The CODM’s primary financial review is of the consolidated
operating results, and he uses this consolidated information when allocating resources
and evaluating performance. Consolidated operating income is the key financial measure
which the CODM uses in evaluating performance of the organization.

    •
    Monthly Operating Results. The company provides a summary level overview of
consolidated results and certain business unit scorecard metrics to its Board of
Directors. The company’s CODM is also a Board member, and therefore receives this
report.

    •
    Financial Reporting Package. This package of supplemental financial information is
provided monthly to the CODM and primarily serves as reference material which he
occasionally refers to for detail behind consolidated results.

These reports are generally provided on a monthly basis; no separate or distinct reports on
operating results are prepared quarterly.

In fiscal year 2004, the company identified five major product categories that together
comprised a single operating segment, Wireless Infrastructure. One of these product
categories, Antennas, included products that support the wireless infrastructure market, as
well as products supporting commercial and consumer satellite applications. The effect of
the fiscal year 2005 reorganization was to carve out the satellite antenna products and
operations from the former Antenna product category to form the segment Satellite
Communications. This reorganization was an integral step in the company’s plan to diversify
its exposure to the wireless infrastructure market and expand its presence in the satellite
communications market.

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

Comment #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.

Response:

We believe our accounting and disclosures of the field failure as described in our 10-Q for
the quarter ended December 31, 2004 were appropriate and considered the requirements of AU
Section 560, Subsequent Events. We have supplied a more detailed description of this
consideration and responses to the first five bullet points of your comment in a
supplemental response pursuant to Rule 12b-4.

As a result of recent acquisitions and technology advancements in certain product lines, the
product portfolio for Andrew Corporation has seen a substantial increase in active
electronic products as a percentage of total revenues. When compared to the traditional
passive products historically sold by Andrew Corporation, active electronic components have
a significantly higher rate of expected field failures. As a result, the company’s accrual
for anticipated warranty charges has increased accordingly in the recent reporting periods.
The company’s MD&A includes a discussion of its evolving product mix as one of the factors
contributing to a lower gross profit margin in fiscal year 2004. We will continue to
monitor our warranty experience and, if needed, will expand our disclosure in future
filings.

Andrew Corporation acknowledges that:

    •
    the company is responsible for the adequacy and accuracy of each disclosure in our
filings;

    •
    staff comments or changes to disclosure in response to staff comments in the filings
reviewed by the staff 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.

     We understand that the Division of Enforcement has access to all information we provide to the
staff of the Division of Corporation Finance in its review of our filing or in response to its
comments on our filing.

     If you have any questions or comments regarding this letter, please contact the undersigned at
(708) 873-3600.

    Very truly yours,

    /s/   Marty R. Kittrell

    Marty R. Kittrell

    Chief Financial Officer

    Cc:

    Ms. Tracey Houser (Securities and Exchange Commission)

Mr. Nathan Cheney (Securities and Exchange Commission)

Mr. James P. Sherman (Ernst & Young LLP)

Mr. Dewey B. Crawford (Gardner Carton & Douglas LLP)