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ANDREW CORPORATION

10500 West 153rd Street

Orland Park, IL 60462

June 30, 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

File No. 1-14617

Dear Ms. Shah:

On behalf of Andrew Corporation, I am providing the following response to the Comment Letter, dated
April 29, 2005, from the Staff of the Securities and Exchange Commission regarding the
above-referenced document.

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

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 acquired Allen Telecom, including its geolocation product line, in July 2003.
Revenue on the sale of these products had been recognized by Allen Telecom pursuant to SAB
104 and EITF 00-21. The company continued to use this policy after the acquisition based
upon our belief that the software was incidental to the product as a whole, and therefore,
SOP 97-2 was not applicable.

The company believed that the software was incidental to the equipment being sold for the
following reasons:

    •

    the company had never sold the software separate from the equipment

    •

    the company had marketed the product as an entire E-911 solution and focused
their marketing efforts on the flexibility of this solution, not on the geolocation
software

    •

    the software cannot be used as part of another vendor’s product

    •

    the company offers a twelve-month warranty on the equipment, which includes
supporting the software, but that software support was thought to be insignificant.

However, in response to your inquiry, we have expanded our consideration of the
applicability of SOP 97-2 to our geolocation products, and have determined that SOP 97-2 is
applicable, as we provide more post-contract customer support (PCS) than we had initially
believed at the date of acquisition. PCS is provided for a period of twelve months and
includes support of both the hardware and software, including software upgrades. We
evaluated how the contract would have been accounted for under SOP 97-2 and determined that
the only substantive change would be the need to defer revenue for the vendor-specific
objective evidence (VSOE) of the PCS. We have determined VSOE of the fair value of the PCS
based on what we have sold extended warranty/PCS for these products after the initial twelve
month PCS period has expired (that is, customers have optionally renewed PCS and VSOE is
based on the renewal rate). As such, we have evaluated the estimated impact on the
company’s fiscal quarters since the July 2003 acquisition of Allen Telecom assuming that SOP
97-2 had been the revenue recognition policy for geolocation products sales. Due to the
impact on acquisition accounting, the analysis below assumes that only 50% of the VSOE for
PCS is contractual, and therefore would have been recorded as deferred revenue within
purchase accounting. Since the PCS is for both equipment as well as software, we believe
using 50% is reasonable.

These changes in revenue recognition would have resulted in the following increase /
(decrease) to the reported results of operations (dollars in thousands):

    September

    Fiscal Year

    Fiscal Year 2003

    2003

    2003

    Sales

    $
    (1,630
    )

    $
    (1,630
    )

    Income from Continuing Operations
Before Income Taxes

    (1,588
    )

    (1,588
    )

    Net Income

    $
    (985
    )

    $
    (985
    )

    December

    March

    June

    September

    Fiscal Year

    Fiscal Year 2004

    2003

    2004

    2004

    2004

    2004

    Sales

    $
    100

    $
    (62
    )

    $
    (12
    )

    $
    651

    $
    676

    Income from Continuing Operations
Before Income Taxes

    107

    (73
    )

    (16
    )

    651

    668

    Net Income

    $
    66

    $
    (45
    )

    $
    (10
    )

    $
    404

    $
    414

    December

    March

    Fiscal Year 2005

    2004

    2005

    Sales

    $
    962

    $
    (220
    )

    Income from Continuing Operations
Before Income Taxes

    1,212

    (287
    )

    Net Income

    $
    752

    $
    (178
    )

The company believes that the impact of these changes to the company’s consolidated
revenue and net income was not material. The impact on consolidated revenue is less than
1% for any quarter reported, while the impact on earnings per share is less than $0.01 with
the exception of the September 2004 quarter which would have resulted in EPS of $0.01 versus
reported EPS of $0.00, and the September 2003 quarter which would have resulted in EPS of
$(0.02) versus reported EPS of $(0.01). The company exceeded its earnings guidance in the
September 2003 quarter by $0.02 — 0.06 per share, and does not believe that the $0.01 per
share impact of this change would have had any material

effect on investors’ perspective of the company’s performance in the quarter or outlook for
future performance. The company will apply SOP 97-2 to the recognition of revenue for
shipments of geolocation products effective with the June 2005 quarter.

The second part of this question asks us to describe the change in the customer contract and
how that resulted in $9.6 million in additional revenue in the September 2004 quarter. The
original contract for the deployment of geolocation products to one of the company’s
customers included both ensuring that the product is integrated and ready for use by a
Public Safety Answering Point (PSAP), and performing testing to ensure compliance with FCC
accuracy requirements as a single, combined step in the deployment process.

In June of 2004, the contract was amended to separate the PSAP integration and accuracy
certification testing into two separate elements. Since a complete network can take an
extended period of time to be completed, as it can be comprised of hundreds of separate cell
sites, the customer was focused on deploying E-911 capability rapidly to as many cell sites
as possible without waiting for FCC accuracy certification testing. Therefore, the amended
contract called for the company to perform PSAP integration independent of (i.e. before)
accuracy certification testing in an effort to accelerate the deployment process. The
company continues to perform accuracy certification testing when the entire network is
completed, which is provided to the customer as proof of the accuracy of their network.

This contract amendment impacted networks that were partially completed, in that accuracy
certification testing had not yet been performed, but PSAP integration had already been
completed. Since separate fair values existed for both the delivered PSAP integrations and
for the undelivered certifications, the company recognized $9.6 million of revenue for the
completed PSAP integrations. The overall price of the contract did not change, merely the
timing of the procedures involved. Therefore, the acceleration of the recognition of
revenue was not an accounting error, but due to a contractual change which changed the
elements in this multiple-element arrangement.

The following table shows the impact of this change, recognized in the fourth quarter of
fiscal 2004 (dollars in thousands):

    Sales

    $
    9,574

    Income from Continuing Operations
Before Income Taxes

    4,057

    Net Income

    $
    2,637

This change was fully disclosed in the notes to the consolidated financial statements.
If the company had recognized revenue immediately upon PSAP integration, the impact on

the company’s fiscal quarters since the July 2003 acquisition of Allen Telecom would have
been (dollars in thousands):

    Pre Allen Telecom

    September

    Fiscal Year

    Fiscal Year 2003

    Acquisition

    2003

    2003

    Sales

    $
    5,245

    $
    420

    $
    420

    Income from Continuing Operations
Before Income Taxes

    2,223

    178

    178

    Net Income

    $
    1,444

    $
    116

    $
    116

    December

    March

    June

    September

    Fiscal Year

    Fiscal Year 2004

    2003

    2004

    2004

    2004

    2004

    Sales

    $
    997

    $
    872

    $
    825

    $
    1,215

    $
    3,909

    Income from Continuing Operations
Before Income Taxes

    423

    369

    350

    514

    1,656

    Net Income

    $
    275

    $
    240

    $
    227

    $
    335

    $
    1,077

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)