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ANDREW CORPORATION

10500 West
153rd Street

Orland Park, IL 60462

                    August 16, 2005

VIA EDGAR

Ms. Nili Shah

Accounting Branch Chief

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    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 Ms. Shah:

On behalf of Andrew Corporation, I am providing the following responses to the Comment Letter,
dated July 20, 2005, from the Staff of the Securities and Exchange Commission regarding the
above-referenced documents.

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

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

Comment #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.

Response:

Since its acquisition from Allen Telecom in July 2003, Andrew’s geolocation product offering has
typically been sold as a combined product offering that includes hardware, software and services.
As noted in our previous response, the original accounting for this product offering was under SAB
104 and EITF 00-21 as the software component was thought to be incidental to the combined product
offering. However, we have since determined that the software portion of this contract was more
than “incidental” to the combined product offering and therefore determined that SOP 97-2 was the
appropriate accounting literature that should be utilized. Since the combined product offering
does not require significant production, modification or customization, we further determined that
ARB No. 45 and SOP 81-1 were not applicable.

The contract for Andrew’s most significant geolocation customer has the following deliverables,
which we have also identified as distinct elements for accounting purposes in accordance with SOP
97-2:

    1.

    Design: Design of the E911 network including delivery of a network design document.
The customer uses this document to determine the site locations and how many units of
equipment will be required. This service can, and has been, purchased independent of the
other elements of a typical geolocation contract (i.e. on a standalone basis), and has also
been purchased by our customers from outside third parties.

    2.

    Product Delivery: The shipment and delivery of equipment (combined hardware and
software) to perform location algorithms, which allows an E911 caller to be located.

    3.

    PSAP Integration: Consists of network configuration and testing, data loading
services and placing test E911 calls from the field to verify that the network is operating.
These services ensure the customer has properly installed the equipment and the network is
capable of providing information to the Public Safety Answering Point (PSAP), the E911 call
center. When the network is capable of providing E911 caller location data to the PSAP, the
network is considered PSAP integrated. These services are not essential to the functionality
of the equipment which is factory tested prior to shipment. Similar to installation services
which had previously been performed by company personnel and then subsequently outsourced to
the customer/third parties, PSAP integration could also be performed by the customer or third
party vendors. In fact, the company uses contract employees to perform a portion of the PSAP
integration work.

    4.

    Certification: Perform testing to certify that the network meets the accuracy
requirements of the network design document. Certification testing is performed after the
network has been completed and placed in service with the PSAP. This after-market service is
clearly not essential to the functionality of the equipment as it is typically performed
months after the network is operating, the customer can, and on occasion has, performed the
service themselves, and there are other acceptable methods of verifying network accuracy
beyond the approach employed by the company.

    5.

    Warranty: The contract calls for warranty on the hardware and software. The
software warranty could be termed Post Contract Support (PCS). The warranty and PCS is
provided for a period of twelve months and includes software upgrades.

Each deliverable is treated as an individual element of accounting and represents a separate
earnings process. We have examined the requirements of SOP 97-2 and each element meets the revenue
requirements of paragraph 8 and paragraph 65. The services provided (Design, PSAP Integration and
Certification) are not essential to the functionality of the other elements of the transaction and
are described in the contract such that the total price of the arrangement would vary as the result
of exclusion of these services. These services can be provided by other vendors, the services do
not carry a significant degree of risk and Andrew is an experienced provider of these services.
Arrangement consideration is allocated among each element based on vendor-specific objective
evidence (VSOE). The VSOE is determined and revenue is recognized for each element as follows:

    1.

    Design: The VSOE of design work is approximately 6% of the total arrangement
consideration and is based on the price that Andrew sells these services as a standalone
service. Andrew sells this service on a standalone basis without the other elements of this
arrangement and a customer could buy this service from a third party. Revenue is recognized
for design services when the customer receives the network design document.

    2.

    Product Delivery: The VSOE of the equipment (software and hardware) is approximately
75% of the arrangement consideration and is based on the price that the equipment is sold as a
standalone product. Andrew sells the hardware as maintenance spares on a standalone basis
excluding other services. The software included as part of the equipment is standardized and
is not modified or customized for each customer. Revenue for the equipment is recognized when
the product is shipped. The product is tested to ensure that it is fully functional before
shipment. After shipment Andrew is not required to modify or change the equipment for it to
be functional.

    3.

    PSAP Integration: The VSOE for this deliverable is approximately 9% of the
arrangement consideration and is determined based on a standard hourly rate that Andrew
charges for similar engineering services, performed by the same employees who perform PSAP
services, which are basic implementation services. The customer could contract these services
from a third party vendor. Revenue for this deliverable is recognized when the network is
capable of providing E911 caller information to the PSAP.

    4.

    Certification: The VSOE for certification is approximately 4% of the arrangement
consideration and is based on the price that Andrew charges to perform this testing as a
standalone service. Andrew provides re-certification services for existing networks where the
customer is not purchasing any other services or equipment. The customer could contract these
services from a third party vendor. Revenue for certification is recognized when the testing
is completed.

    5.

    Warranty: The VSOE for warranty is approximately 6% of the arrangement consideration
and is based on the price that Andrew charges for the same support contract sold after the
initial twelve-month period expires, that is the renewal rate. Revenue for PCS services is
recognized ratably over the contract period.

Andrew had recognized revenue on the sale of geolocation products pursuant to EITF 00-21 since
acquiring the geolocation product line from Allen Telecom in July 2003 through the quarter ended
March 31, 2005. In response to your inquiry, Andrew determined that the provisions of SOP 97-2
should be applied, because Andrew provides somewhat more post-contract customer support (PCS) than
we had initially believed at the time of the acquisition. PCS is provided for a period of twelve
months and includes support of both the hardware and software, including software upgrades. Since
your inquiry, we have evaluated how the contract would have been accounted for under SOP 97-2 and
determined that the only change would be the need to defer revenue for the vendor-specific
objective evidence (VSOE) of the warranty. 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. Below is an analysis of the impact
of this change in revenue recognition compared to the reported results of operations (dollars in
thousands):

    Quarter

    Ended

    September

    Fiscal Year

    Fiscal Year 2003

    2003

    2003

    Reported

    Sales

    $
    344,921

    $
    1,014,486

    Income from Continuing Operations
Before Income Taxes

    5,321

    18,704

    Net Income

    5,255

    15,520

    Basic and Diluted EPS
from Continuing Operations

    $
    (0.01
    )

    $
    0.20

    Impact of geolocation revenue change

    Sales

    $
    (1,630
    )

    $
    (1,630
    )

    Income from Continuing Operations
Before Income Taxes

    (1,588
    )

    (1,588
    )

    Net Income

    (985
    )

    (985
    )

    Basic and Diluted EPS
from Continuing Operations

    $
    (0.01
    )

    $
    (0.01
    )

    Quarters Ended

    Fiscal

    December

    March

    June

    September

    Year

    Fiscal Year 2004

    2003

    2004

    2004

    2004

    2004

    Reported

    Sales

    $
    410,771

    447,146

    492,998

    487,834

    1,838,749

    Income from Continuing Operations
Before Income Taxes

    6,339

    15,894

    27,413

    (723
    )

    48,923

    Net Income

    4,120

    10,331

    17,818

    716

    32,985

    Basic and Diluted EPS
from Continuing Operations

    $
    0.02

    $
    0.06

    $
    0.11

    $
    0.00

    $
    0.20

    Impact of geolocation revenue change

    Sales

    100

    (62
    )

    (12
    )

    651

    677

    Income from Continuing Operations
Before Income Taxes

    107

    (73
    )

    (16
    )

    651

    669

    Net Income

    66

    (45
    )

    (10
    )

    404

    415

    Basic and Diluted EPS
from Continuing Operations

    $
    0.00

    $
    (0.00
    )

    $
    (0.00
    )

    $
    0.00

    $
    0.00

    Quarters Ended

    December

    March

    Fiscal Year 2005

    2004

    2005

    Reported

    Sales

    $
    474,074

    $
    481,828

    Income from Continuing Operations
Before Income Taxes

    19,411

    5,284

    Net Income

    14,742

    3,239

    Basic and Diluted EPS
from Continuing Operations

    $
    0.09

    $
    0.02

    Impact of geolocation revenue change

    Sales

    962

    (220
    )

    Income from Continuing Operations
Before Income Taxes

    1,212

    (287
    )

    Net Income

    752

    (178
    )

    Basic and Diluted EPS
from Continuing Operations

    $
    0.00

    $
    (0.00
    )

Andrew believes that the impact of these changes to the company’s consolidated results of
operations, and related disclosures were not material to any period presented. SAB 99 defines an
item to be material if there is a substantial likelihood that a reasonable person would consider it
important. We have reached this conclusion by considering the magnitude of the change to the
important measures investors use to evaluate our performance as well as other circumstances
surrounding the change (qualitative factors).

Andrew believes the most important measures that investors use to assess the company’s performance
are revenue, earnings per share and cash flow from operations. The impact on consolidated revenue
is less than 1% for all periods presented, while the impact on earnings per share is less than
$0.01 with the exception of two quarters. In the September 2003 quarter, this change would have
resulted in EPS of $(0.02) versus reported EPS of $(0.01). Andrew 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 impact of the change
on the September 2004 quarter would have resulted in EPS of $0.01 versus reported EPS of $0.00. In
addition, the change in revenue recognition would have had no impact on the company’s reported cash
flow from operations.

We also considered the impact of the change on our segment disclosures. Prior to fiscal year 2005
Andrew reported its results in one operating segment. Beginning in fiscal 2005, Andrew has reported
two operating segments, Wireless Infrastructure and Satellite Communications. The change in revenue
recognition would have impacted only the results of the company’s Wireless Infrastructure segment.
The company reported the following results for the Wireless Infrastructure segment for the first
two quarters of fiscal 2005 as follows (dollars in thousands):

    December

    March

    2004

    2005

    Sales

    $
    425,171

    $
    447,505

    Operating Income

    $
    55,747

    $
    45,141

The change in revenue recognition would have resulted in less than a 1% change in reported
revenue for Wireless Infrastructure, and a 2% increase and 1% decrease in operating income reported
for the quarters ended December 2004 and March 2005, respectively.

Based on the insignificance of the impact the change had on the company’s reported financial
information and disclosures, we do not believe the amounts misstated to be material from a
quantitative perspective. We also considered qualitative considerations and noted the following:

    •

    The misstatement was not intentional or known.

    •

    The misstatement does not mask a change in earnings or other trends.

    •

    The misstatement did not impact our meeting of analyst expectations.

    •

    The misstatement did not result in our income reported becoming a loss or vice versa.

    •

    The misstatement had no impact on our compliance with debt covenants or other regulatory
requirements.

    •

    The misstatement had no material impact on management’s compensation plans.

    •

    The misstatement did not involve concealment of an unlawful transaction.

    •

    We are not aware of any other items that were misstated in the periods presented.

Based on both our quantitative and qualitative analysis, we believe our reported results were
materially accurate. We have added additional disclosure about our revenue recognition policies in
our June 2005 10-Q to provide further clari