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corresp

November 7, 2005

VIA EDGAR

Ms. Nili Shah

Accounting Branch Chief

Division of Corporation Finance

100 F Street, NE

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:

This letter documents Andrew Corporation’s response to information requested by the Staff during
the October 14, 2005 teleconference meeting. Specifically, this letter addresses the following
areas related to Andrew’s application of SOP 97-2 Software Revenue Recognition to its geolocation
product revenues:

     •     PSAP integration revenue of geolocation products purchased by AT&T Wireless

     •     Nature of the 50% estimate applied on a pro forma basis to deferred revenue assumed via
the Allen Telecom acquisition

     •     More detailed SAB 99 analysis of the pro forma impact of changes in geolocation revenue
recognition

Comment #1:

What would cause Andrew Corporation to not record revenue until PSAP integration was complete.
Please address and tie revenue recognition to the contract change. Also, why couldn’t Andrew
Corporation record PSAP integration revenue prior to the contract change.

Response:

AT&T Contract Modification—As previously communicated to the Staff, in conjunction with Andrew’s
acquisition of Allen Telecom in July 2003, Andrew assumed a multiyear contract with AT&T Wireless
to manufacture, integrate and certify approximately 22,000 units of geolocation product. We have
previously discussed in detail the separate elements of this contract on which Andrew recognized
revenue. PSAP

and certification services were accounted for as one element because the Company was
not entitled to payment for services rendered for either of these services until completion of the
certification services, even in the event of early contract termination. In other words, the
Company did not separate the two services into separate elements in light of the contractual rights
regarding entitlement to payment.

In 2004, this contract was amended to more clearly separate the contractual provisions for both
PSAP integration services and certification services. That is, the contract amendment clarified the
Company’s legal rights to payment for the separate services. As a result, under the provisions of
the revised agreement, the Company was entitled to payment for PSAP services whether or not
certification services had been provided and, in the event of early termination, the Company was
entitled to retain payment for PSAP services regardless of whether certification services had been
provided.

In view of the ability to separate the two services as a result of the change in legal rights to
payment for each, the Company determined that it was appropriate to recognize the deferred revenue
associated with the completed PSAP services at the date of the contract amendment since those
services had been performed and the Company was legally entitled to payment.

Revenue Recognition Prior to the Contract Modification—Prior to the contract modification, PSAP
integration service revenue and certification service revenue were recognized upon completion of
certification work for the reasons discussed above. Accordingly, in view of the legal rights to
payment as discussed above, revenue was not recognized ratably based on service hours completed as
discussed in paragraph 66 of SOP 97-2.

Revenue Recognition After the Contract Modification—After the contract modification, we considered
how PSAP integration revenue and certification revenue should be recognized in light of the change
in contract terms regarding the right to payment for services rendered. We considered the guidance
in paragraph 66 of SOP 97-2. However, we believed that the Company was not entitled to payment
until completion of each of the respective services, whereas previously it was only upon completion
of both services. Accordingly, we recognized the deferred revenue associated with the completed
PSAP services upon the change in contract terms as revenue, and thereafter recognized revenue
associated with PSAP services upon completion of the PSAP services.

Comment #2: The Staff requested that the company provide additional support for its
estimate that 50% of the VSOE for PCS is contractual, and therefore would have been recorded as
deferred revenue within purchase accounting.

Response: The company provides PCS for a period of twelve months and includes support of
both hardware and software, including software upgrades. We have determined VSOE of the fair value
of the PCS ($800) based on geolocation extended warranty/PCS services we have sold after the
initial twelve month PCS period has expired (that is, customers have optionally renewed PCS, and
VSOE is based on the renewal rate). If Allen Telecom had used SOP 97-2 to recognize revenue for
the 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 by Andrew.
For the pro forma SAB 99 analysis provided in the company’s August 16 response letter, we estimated
that 50% of this $7.2 million was the fair value of the contractual PCS obligation assumed.

While the company’s initial estimate of 50% was in part based on the current cost of providing
software PCS, we have subsequently completed a more detailed analysis of the software PCS cost
structure as of the July 2003 acquisition date. Our analysis indicates that approximately $2.7
million of annualized cost was being incurred at that time to provide contractually-obligated
software PCS for equipment under warranty. Based upon informal discussions with valuation experts,
the company believes that a normal profit margin on the costs to provide software PCS is
approximately 25%. Therefore, using the $2.7 million historical cost information and applying a
25% mark-up, we have estimated the unamortized deferred software PCS revenue that would have been
recorded as of the acquisition date would be approximately $3.6 million, which is consistent with
the company’s initial 50% estimate.

Comment #3: The Staff requested that the SAB 99 analysis provided in the company’s August
16 response letter be expanded to show the build-up of the pro forma impact of the change in
revenue recognition under SOP 97-2 compared to the reported results of operations.

Response: Below is the company’s expanded analysis:

    Q4

    Fiscal Year

    Fiscal 2003

    2003

    2003

    PCS Revenue based on shipments

    (2,707
    )

    (2,707
    )

    Revenue per 97-2

    1,077

    1,077

    Sales — Increase/(Decrease)

    (1,630
    )

    (1,630
    )

    Income from Continuing Operations
Before Income Taxes

    (1,588
    )

    (1,588
    )

    Net Income

    (985
    )

    (985
    )

    Q1

    Q2

    Q3

    Q4

    Fiscal Year

    Fiscal 2004

    2004

    2004

    2004

    2004

    2004

    PCS Revenue based on shipments

    (1,473
    )

    (1,819
    )

    (1,800
    )

    (1,292
    )

    (6,384
    )

    Revenue per 97-2

    1,573

    1,757

    1,788

    1,943

    7,061

    Sales — Increase/(Decrease)

    100

    (62
    )

    (12
    )

    651

    677

    Income from Continuing Operations
Before Income Taxes

    107

    (73
    )

    (16
    )

    651

    669

    Net Income

    66

    (45
    )

    (10
    )

    404

    415

    Estimated

    Q1

    Q2

    Q3

    Fiscal Year

    Fiscal 2005

    2005

    2005

    2005

    2005

    PCS Revenue based on shipments

    (716
    )

    (1,681
    )

    (1,510
    )

    (3,907
    )

    Revenue per 97-2

    1,678

    1,461

    1,424

    4,563

    Sales — Increase/(Decrease)

    962

    (220
    )

    (86
    )

    656

    Income from Continuing Operations
Before Income Taxes

    1,212

    (287
    )

    (86
    )

    839

    Net Income

    752

    (178
    )

    (53
    )

    520

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 (Foley & Lardner LLP)