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December 12, 2005

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 in response to questions the Staff raised on the Friday, December 9 conference call.

Comment #1

Please provide additional information regarding the $3.6 million fair value of deferred PCS
revenue. Either: (1) provide additional information supporting how the fair value was determined;
(2) obtain an independent valuation of the deferred PCS revenue, or (3) conclude that the fair vale
of the deferred PCS revenue is $0.

Response:

The company believes the deferred PCS revenue amount was appropriately determined and that the
related accounting is in accordance with EITF 01-3. However, given the company’s desire to timely
file its 2005 10-K, our belief that continuing discussions on this matter will preclude our timely
filing, and the expected cost and time involved in engaging an independent valuation firm, the
company concludes that the fair value of the deferred PCS revenue is $0 and will therefore restate
2003 and 2004 to reflect this conclusion.

Comment #2

Describe the nature of the fiscal 2005 revenue restatements in the SAB 99 analysis.

Response:

In response to the Staff’s comments, the company has conducted an exhaustive review of revenue
recognized for its geolocation products subsequent to the 2003 acquisition of Allen Telecom.
Although unrelated to the specific dimensions of revenue recognition that have been the focus of
our discussions with the Staff (i.e. the application of SOP 97-2 and the timing of revenue
recognition on PSAP integration services based on contractual rights), the company noted during its
detailed review of this matter that approximately $1 million of revenue recognized in the first
quarter of fiscal 2005 should have been recorded in the fourth quarter due to an incorrect VSOE
amount being applied to certain purchase orders completed during the period. Management determined
that the inclusion of these quarterly restatements in the company’s 2005 Form 10-K was appropriate.

Comment #3

How did the revenue restatements affect the intangible asset balance and subsequent amortization
expense.

Response:

The company acquired, as part of the Allen Telecom acquisition, certain intangible assets including
the AT&T Wireless contract and patents/intellectual property rights related to Allen’s geolocation
product line. These intangible assets were valued by an independent valuation firm using valuation
methods based on projected revenues.

The original value of these intangible assets was determined using projected revenues that included
the $8.7 million of deferred PSAP integration revenue. As part of the company’s restatements, the
original intangible asset values were recalculated after eliminating the $8.7 million from the
future revenue projections. For consistency and accuracy purposes, this calculation was reviewed
by the independent valuation firm that determined the original intangible asset values. The firm
concluded that management had accurately captured the impact of eliminating the $8.7 million of
projected revenue on the original valuation of these intangible assets.

Therefore, the company’s restatements include a reduction in the intangible assets values recorded
on the opening balance sheet of $1.4 million. Amortization expense was restated to reflect these
adjusted intangible asset values.

Comment #4

What impact did the revenue and related restatements have on the deferred tax asset on the opening
balance sheet.

Response:

The net deferred tax asset on the opening balance sheet decreased $1.7 million as a result of the
restatements. The deferred tax asset was reduced by $2.2 million as a result of eliminating the
deferred revenue of $8.7 million, net of the related capitalized costs (inventory) of $2.9 million,
at the company’s effective tax rate of 38.2%. The deferred tax liability was decreased by $0.5
million as a result of reducing intangible assets by $1.4 million at the company’s effective tax
rate of 38.2%.

If there are further questions, please contact the undersigned at (708) 873-3300.

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)