SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0362
Estimated average burden
hours per response:			1.0

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

HARTNETT DANIEL J

(Last)

(First)

(Middle)

10500 W. 153RD STREET

(Street)

ORLAND PARK

60462

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ANDREW CORP [ andw ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Corporation Officer

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
09/30/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/30/2003		P⁽¹⁾	1,865	A	$4.87	5,218	D
Common Stock							7,309	I	APST

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to buy)	$9.36						11/13/2003⁽²⁾	11/13/2012	Common Stock	4,000		4,000	D
Stock Options (Right to buy)	$17.563						11/11/1999⁽³⁾	11/11/2008	Common Stock	5,000		5,000	D
Stock Options (Right to buy)	$22.19						11/14/2002⁽⁴⁾	11/14/2011	Common Stock	4,800		4,800	D
Stock Options (Right to buy)	$22.65						10/23/2001⁽⁵⁾	10/23/2010	Common Stock	6,500		6,500	D
Stock Options (Right to buy)	$23.125						11/12/1998⁽⁶⁾	11/12/2007	Common Stock	4,000		4,000	D
Stock Options (Right to buy)	$23.81						02/08/2001⁽⁷⁾	02/08/2010	Common Stock	6,000		6,000	D
Stock Options (Right to buy)	$27.875						05/02/1998⁽⁸⁾	05/02/2007	Common Stock	4,000		4,000	D

Explanation of Responses:

1. These shares were purchased pursuant to the 2003 Andrew Employee Stock Purchase Plan.

2. Vesting Schedule: 25% of Grant exercisable after 11/13/03 50% of Grant exercisable after 11/13/04 75% of Grant exercisable after 11/13/05 100% of Grant exercisable after 11/13/06 through 11/13/12

3. Vesting Schedule: 100% of Grant exercisable after 11/12/02 through 11/13/08

4. Vesting Schedule: 25% of Grant exercisable after 11/14/02 50% of Grant exercisable after 11/14/03 75% of Grant exercisable after 11/14/04 100% of Grant exercisable after 11/14/05 through 11/14/11

5. Vesting Schedule 50% of Grant exercisable after 10/23/02 75% of Grant exercisable after 10/23/03 100% of Grant exercisable after 10/23/04 through 10/23/10

6. Vesting Schedule: 100% of Grant exercisable after 11/13/01 through 11/12/07

7. Vesting Schedule: 50% of Grant exercisable after 02/08/02 75% of Grant exercisable after 02/08/03 100% of Grant exercisable after 02/08/04 through 02/08/10

8. Vesting Schedule: 100% of grant exercisable after 5/2/01 through 5/2/07

	James F. Petelle	11/11/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.