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ANDREW CORPORATION

10500 WEST 153RD STREET

ORLAND PARK, ILLINOIS 60462

November 14, 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 is provided in response to the detailed message you left with my administrative
assistant on November 9, 2005.

Comment #1:

Please provide a status regarding the comment letter from the Staff dated October 12, 2005.

Response:

The company continues to review the Staff’s comments with respect to the warranty and segment
matters, but has not yet concluded its deliberations and therefore its recommended course of action
to our Audit Committee. In addition, we are hopeful that the Staff’s review of the revenue
recognition matter will be completed shortly. Because these matters must be presented to our Audit
Committee for final action, our preference is to permit the Committee to consider all three issues
in a single special meeting.

Comment #2:

Please provide a copy of the entire AT&T Wireless contract prior to the contract change, and then a
copy of the entire contract after the change. Highlight those sections that address the
certification and integration services, including Andrew’s rights in the event the contract is
terminated after integration and before certification services are performed.

Response:

We have submitted separately, on a supplemental basis pursuant to Rule 12b-4, a copy of the General
Purchase Agreement (GPA) between AT&T Wireless Services, Inc. and Allen Telecom, Inc. (subsequently
assumed by Andrew Corporation), as well as Addendum Nos. 1 through 5 to the GPA [A001]. Addendum
No. 5 is the contract change that separated PSAP integration and certification services for
purposes of the Company’s right to obtain payment for completion of each such stage.

We call the Staff’s attention to Section 6.1 of the GPA, Invoices and Payment. As previously
discussed, at the inception of the contract the parties anticipated that Allen would be providing a
turnkey solution including territory design, equipment, installation and all services required to
integrate and certify the accuracy of the equipment (that is, PSAP integration and certification,
which is termed Customer Acceptance in the GPA). Article II, Section 8 of the GPA describes the
requirements for the standard of performance for acceptance, which is PSAP integration and
certification. The company did not believe revenue could be recognized until the certification,
as described within this section, had been delivered.

To clarify Customer Acceptance in the GPA, these acceptance provisions relate only to the services
to be performed (PSAP integration and certification) and not to the delivery of previous elements,
(i.e. hardware and software). The company has no further procedures to perform after equipment and
software is shipped as each shipment is tested prior to leaving the manufacturing facility to
ensure the equipment and software are operating in compliance with required specifications.
Additionally, the termination requirements in section 4.1 of the GPA specifically allow for payment
of all delivered software.

Regarding PSAP integration and certification services, the Company considered its rights in case of
termination as described in section 4.1 of the GPA, which allows for the company to only recover
delivered equipment, software and costs for “direct, verifiable, non-recoverable expenses” incurred
by the company in providing the related services. The Company did not believe its ability to
recover costs for these related services would allow for revenue recognition prior to the delivery
of certification.

Addendum No. 5 was executed in recognition of a change in business conditions, specifically a
growing time interval between PSAP integration and certification services due to changes in the
customer’s deployment methodology. This contract amendment established certification as a separate
service and clarified the company’s legal rights to payment for the separate PSAP integration and
certification services as they were completed. Since certification was now defined contractually
as a separate service, the company believed the delivery of PSAP integration and certification
would now qualify as separate revenue recognition points. This clarification changed the company’s
rights, such that in the event of termination (which language was not amended), the Company would
be able to collect for the PSAP integration services separately from certification services.

Comment #3

Andrew’s SAB 99 analysis – in the analysis provided on November 7 the line that says “revenue per
97-2”, please provide detail to show two things:

    1)

    the flow through of the amount of deferred revenue that should have been
recognized from the purchase accounting related to Allen

    2)

    the revenue related to PCS services that should have been properly recognized
under SOP 97-2 subsequent to the Allen acquisition

Response:

The table below provides the additional information the Staff has requested in Andrew’s SAB 99
analysis.

    Q4

    Fiscal Year

    Fiscal 2003 (dollars in thousands)

    2003

    2003

    PCS Revenue (based on shipments)

    (2,707
    )

    (2,707
    )

    Revenue per 97-2—50% PCS pre acquisition Note 1

    1,077

    1,077

    Revenue per 97-2—100% PCS post acquisition Note 2

    —

    —

    Revenue — Increase/(Decrease)

    (1,630
    )

    (1,630
    )

    Income from Continuing Operations

    Before Income Taxes — Increase/(Decrease)

    (1,588
    )

    (1,588
    )

    Net Income — Increase/(Decrease)

    (985
    )

    (985
    )

    Q1

    Q2

    Q3

    Q4

    Fiscal Year

    Fiscal 2004 (dollars in thousands)

    2004

    2004

    2004

    2004

    2004

    PCS Revenue (based on shipments)

    (1,473
    )

    (1,819
    )

    (1,800
    )

    (1,292
    )

    (6,384
    )

    Revenue per 97-2—50% PCS pre acquisition Note 1

    1,079

    841

    483

    122

    2,525

    Revenue per 97-2—100% PCS post acquisition Note 2

    494

    916

    1,305

    1,821

    4,536

    Revenue — Increase/(Decrease)

    100

    (62
    )

    (12
    )

    651

    677

    Income from Continuing Operations

    Before Income Taxes — Increase/(Decrease)

    107

    (73
    )

    (16
    )

    651

    669

    Net Income — Increase/(Decrease)

    66

    (45
    )

    (10
    )

    404

    415

    Estimated

    Q1

    Q2

    Q3

    Fiscal Year

    Fiscal 2005 (dollars in thousands)

    2005

    2005

    2005

    2005

    PCS Revenue (based on shipments)

    (716
    )

    (1,681
    )

    (1,510
    )

    (3,907
    )

    Revenue per 97-2—50% PCS pre acquisition Note 1

    —

    —

    —

    —

    Revenue per 97-2—100% PCS post acquisition Note 2

    1,678

    1,461

    1,424

    4,563

    Revenue — Increase/(Decrease)

    962

    (220
    )

    (86
    )

    656

    Income from Continuing Operations

    Before Income Taxes — Increase/(Decrease)

    1,212

    (287
    )

    (86
    )

    839

    Net Income — Increase/(Decrease)

    752

    (178
    )

    (53
    )

    520

Note 1

The flow through of the amount of deferred revenue that should have
been recognized from the purchase accounting related to Allen. If Allen had recognized revenue under SOP 97-2 at the date of the merger Allen would have had $7.2 million in deferred revenue
on its balance sheet. This analysis assumes that 50% or $3.6 million of this revenue was recognized post merger.

Note 2

The revenue related to PCS services that should have been properly recognized under SOP 97-2 subsequent to the Allen acquisition.
This revenue is 100% of the PCS value for product installed after the Allen acquisition.

Comment #4

Within the SAB 99 analysis, please provide the effect of the correcting adjustment on Network
Solutions segment revenues by quarter from Q4 2003 to present.

Response:

The table below provides the additional information the Staff has requested.

Impact of Revenue Recognition Change on Network Solution’s Segment Revenue

    Q4

    Fiscal Year

    Fiscal 2003

    2003

    2003

    Network Solutions Revenue

    43,772

    43,772

    Impact of Revenue Recognition Change

    (1,630
    )

    (1,630
    )

    Percentage of revenue

    -3.7
    %

    -3.7
    %

    Q1

    Q2

    Q3

    Q4

    Fiscal Year

    Fiscal 2004

    2004

    2004

    2004

    2004

    2004

    Network Solutions Revenue

    38,585

    44,888

    43,733

    58,572

    185,778

    Impact of Revenue Recognition Change

    100

    (62
    )

    (12
    )

    651

    677

    Percentage of revenue

    0.3
    %

    -0.1
    %

    0.0
    %

    1.1
    %

    0.4
    %

    Q1

    Q2

    Q3

    Fiscal Year

    Fiscal 2005

    2005

    2005

    2005

    2005

    Network Solutions Revenue

    35,009

    44,004

    42,196

    121,209

    Impact of Revenue Recognition Change

    962

    (220
    )

    (86
    )

    656

    Percentage of revenue

    2.7
    %

    -0.5
    %

    -0.2
    %

    0.5
    %

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)