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ANDREW CORPORATION

10500 West 153rd Street

Orland Park, IL 60462

October 3, 2005

VIA EDGAR

Ms. Nili Shah

Accounting Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20549-0510

    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 Ms. Shah:

          On behalf of Andrew Corporation, I am providing the following response to the Comment Letter,
dated September 13, 2005, from the Staff of the Securities and Exchange Commission regarding the
above-referenced documents.

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

Comment #1: We note your response to comment 1 in our letter dated July 20, 2005. Please
provide us with the following additional information regarding revenue recognition for your
geolocation contracts.

#1

    •

    Please tell us if you have recognized significant costs associated
with your geolocation contracts that are within the scope of SFAS
86. Please also tell us whether significant costs that are within
the scope of SFAS 86 were recognized in Allen Telecom, Inc.’s
historical financial statements.

Response: Andrew has not incurred significant costs associated with software development
for its geolocation contracts within the scope of SFAS No. 86 and has no capitalized software for
this geolocation product on its balance sheet. At the date of the Allen Telecom acquisition the
geolocation software was available for customer release and as such, the post-Allen acquisition
software development incurred by Andrew was expensed as incurred. Andrew has incurred research and
development costs associated

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with the continued development and upgrades of its geolocation product
offering (hardware and software). Andrew has incurred the following research and development costs
associated with its geolocaton product offering; for the fourth fiscal quarter of 2003 Andrew
incurred $0.7 million, for fiscal year 2004 Andrew incurred $7.1 million and for the nine months
ending June 30, 2005 Andrew has incurred $6.3 million. From 1999 to 2003, Allen Telecom
capitalized $2.2 million of software development costs for geolocation software development and
incurred $16.3 million of research and development costs for its geolocation product offering.

#2

    •

    Please confirm to us that the post-contract customer support (PCS) covers both the hardware
and software together. Please also confirm to us that the renewal PCS terms are the exact
same as the terms for the original period.

Response: The post-contract support (PCS) covers both the hardware and software. The PCS
renewal terms are the exact same as the terms for the original period.

#3

    •

    We note that you have assigned a percentage of the arrangement consideration to each
element. Please tell us how you arrived at those percentages. Specifically, please confirm
to us that these percentages represent an allocation of the arrangement consideration based on
vendor-specific objective evidence of fair value of each element. Please also confirm that a
discount, if any, offered in this multiple element arrangement was applied to each element in
a proportionate amount in accordance with paragraph .11 of SOP 97-2. Finally, please tell us
the VSOE amount for each element.

Response: The arrangement consideration of each element is the vendor specific objective
evidence (VSOE) of fair value of each element. In Andrew’s letter dated August 16, 2005,
percentages were used to explain the VSOE of fair value of each element in relation to the total
arrangement consideration. These percentages were not used to allocate consideration among each
element, but were included to assist the Staff’s understanding of the relative value of each
element compared to the total arrangement consideration. There is no discount from VSOE of fair
value provided for the purchase of all the elements of the contract compared to the pricing of each
individual element.

[CONFIDENTIAL TREATMENT REQUEST BY ANDREW CORORATION –(A001)]

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The following from Andrew’s August 16, 2005 letter explains how VSOE of fair value is determined
for each element:

    1.

    Design: The VSOE of fair value of design work 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 fair value of the equipment (software and hardware)
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 of fair value for this deliverable 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 of fair value 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 of fair value for warranty 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.

#4

    •

    Regarding your determination of the VSOE for the PSAP integration element,
please tell us how you determined that a VSOE based on an hourly rate from
similar engineering services is in accordance with the requirements of SOP
97-2. Specifically, please tell us the following:

    o

    If the contract is on a time and materials basis;

    o

    If the number of hours to do this work is the same for every product sold;
and

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    o

    How you determined it is reasonableness to estimate the number of hours based
on “similar engineering services.”

Response: PSAP integration is not sold on a time and materials basis. The services
provided as part of the PSAP integration include a number of different services that are required
to be performed to test and commission each cell site. The amount of hours required may vary, but
typically approximate 15 hours per cell site. Management regularly reviews the hours spent on PSAP
integration and these reviews have confirmed that the average time to complete PSAP integration is
15 hours.

Andrew believes that it is reasonable to use similar engineering services to determine the standard
hourly rate because the same employee’s time is sold to customers at this hourly rate. Andrew
performs similar engineering services to support customer network changes resulting from growth,
technology updates or network redesign. For example, the server database must be updated when the
cell site is initially installed as part of PSAP integration and again every time a related change
is made to the cell site in the future. Only the first server update is included as part of PSAP
integration. Any additional server updates, if requested by the customer independent of the initial
arrangement, are done under a separate agreement that is priced based upon these standard rates and
the estimated amount of time for each task. As indicated above, the time required to perform the
PSAP integration varies little from 15 hours; thus, the standard hourly rate applied to the 15
hours is supportable under SOP 97-2 as VSOE of fair value in our opinion.

#5

    •

    We note that you recognize revenue for the design services when the customer receives the
network design document; for PSAP integration services when the network is capable of
providing E911 caller information to the PSAP, and for certification services when the testing
is complete, as opposed to as the services are performed. Please tell us how you determined
the timing of recognizing revenue for each of these elements is in accordance with GAAP.
Refer to paragraph .66 of SOP 97-2 for guidance.

Response: Paragraph .66 of SOP 97-2 states that revenue for services should be recognized
as the service is performed. We did consider this guidance in establishing our revenue
recognition points. For design services, our contract calls for delivery of the design document.
Therefore, recognition of revenue would be inappropriate until delivery has occurred. This is
consistent with the requirements of paragraphs .08, .18 and .20 of SOP 97-2 for revenue
recognition. The same practice applies for PSAP integration and certification services; that is,
revenue is not recognized until services are completed. In addition, for PSAP integration and
certification, there is a relatively short time frame in which those services are being performed.
For example, a standard PSAP integration takes approximately 15 hours per cell site.

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#6

    •

    Please tell us what the purpose of the PSAP integration is and how it relates to the
functionality of the product. For example, please address how the product is able to function
in accordance with contract specifications without the PSAP integration.

Response: The purpose of PSAP integration is to test that all of the components of the
network have been properly installed. 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 verify that the equipment was properly installed (by a third
party contractor) and that the network is capable of providing information to the Public Safety
Answering Point (PSAP), the E911 call center. This includes testing all components of the network
to verify functionality of the entire network including work and products provided by the customer
and other vendors. Every unit of equipment sold by Andrew (hardware and software) is fully
functional and factory tested prior to shipment and prior to PSAP integration. PSAP integration
services are not essential to the functionality of this equipment and are a distinct and
functionally independent service from the other elements of this contract. PSAP integration could
be performed by other vendors or by the customer itself.

#7

    •

    Please tell us more about the certification services.
Specifically, please tell us what happens if the results of the
certification process is that the product does not qualify.

Response: Certification is testing to certify that the geographic call location accuracy
of the network meets the planned design accuracy and is usually required by the FCC (Federal
Communications Commission). Certification testing is performed after the network has been
completed and placed in service with the PSAP. Certification service is not essential to the
functionality of the equipment as it is performed after the network has been operating. The
customer can, and on occasion has, performed the service themselves. Additionally there are other
acceptable methods of verifying network accuracy beyond the approach employed by Andrew.

If the initial test does not meet the required accuracy, a retest is performed after a team of
both Andrew and customer personnel have made appropriate engineering changes. Andrew is
compensated for this out-of-scope work on a time and materials basis. If it is determined that
the issue is a result of defective service or equipment provided by Andrew, Andrew incurs the cost
for these changes. If the network is completely built out in accordance with the original network
design, it is very rare that there are problems related to equipment or service provided by
Andrew. Andrew estimates that of the 19,000 plus cell sites that it has certified, less than 2%
have failed because of issues that require Andrew to incur additional charges.

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#8

    •

    Regarding your materiality/SAB 99 analysis, please provide us with the following
information:

    o

    In your letter dated June 30, 2005, you state “...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 the 50%
is reasonable.”

    §

    Please tell us what you mean by these statements. Also further expand
upon why you believe such estimates are reasonable.

    §

    Please tell us the impact on purchase accounting and your subsequent
consolidated statements of operations for the interim and annual periods
had Allen Telecom been recognizing revenue in accordance with SOP 97-2, as
appropriate.

    §

    Please tell us the amount of deferred revenue recognized on Allen
Telecom’s historical financial statements and the amount recognized as
part of your consolidated balance sheet at the date of acquisitions for
the geolocation contracts acquired. Please also tell us your
consideration of EITFs 01-3 and 04-11 in determining the fair value of the
deferred revenue recognized in purchase accounting.

Response: Allen Telecom’s and Andrew’s revenue recognition policy for PCS on the
geolocation product (hardware and software) had been to recognize this revenue when the product was
shipped and to record a warranty provision for the estimated cost of PCS. If Allen Telecom had used
SOP 97-2 to recognize the revenue for PCS over the PCS period, there would have been approximately
$7.2 million of unamortized deferred revenue on Allen’s consolidated balance sheet at the date of
the acquisition. Allen did not use SOP 97-2 for revenue recognition, so this $7.2 million of
deferred revenue was not on Allen’s balance sheet at the date of the acquisition by Andrew. For the
pro forma analysis provided in Andrew’s August 16, 2005 letter on the impact of the change in
revenue recognition, the company estimated that 50% of this $7.2 million was the fair value of the
contractual PCS obligation assumed. As such, $3.6 million was reported as pro forma revenue over
the remaining PCS period after the acquisition. Due to the subjective nature of this estimate,
Andrew used its best estimate of the fair value of the contractual obligation of the PCS. Andrew
believes that a 50% estimate is the best estimate of the fair value of the PCS contractual
obligation because the majority of the costs of supporting the PCS obligation relate to software
upgrades and support.

The SAB 99 analysis provided in Andrew’s August 16, 2005 letter includes the impact of recognizing
50% of this pro forma deferred revenue in the results of operations. This

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adjustment was not
actually rec