UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 28, 2005

ANDREW CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction
of incorporation) 001-14617
(Commission File Number) 36-2092797
(I.R.S. Employer
Identification No.)

10500 W. 153rd Street, Orland Park, Illinois 60462
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (708) 349-3300

None

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Press Release

Conference Call Presentation Transcript

Item 2.02 Results of Operations and Financial Condition.

On July 28, 2005, Andrew Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2005. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

After the press release, the Company held a conference call and simultaneous webcast in which a presentation was made regarding the Company’s financial results for the quarter ended June 30, 2005. Participants in this presentation were Ralph E. Faison, the Company’s President and Chief Executive Officer, Marty Kittrell, the Company’s Chief Financial Officer and Mark Olson, the Company’s Chief Accounting Officer. A copy of the transcript of this conference call presentation and subsequent question and answer session is being furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The earnings release and transcript contain non-GAAP measures which are defined as a financial measure of the Company’s performance that excludes or includes amounts thereby differentiating it from the most directly comparable measure presented in the financial statements that are calculated and presented in accordance with Generally Accepted Accounting Principles (GAAP).

Below are reconciliations of earnings per share and gross margin to the most directly comparable GAAP measures:

Q3 Reconciliation Table

GAAP Financials

	Three Months Ended
	June 30,
	2005		2004		Change
Reported GAAP Diluted Net Income Per Share		0.08		0.11		(0.03	)
Intangible amortization		0.02		0.03		(0.01	)
VAT provision		0.01		N/A		0.01
Loss on sale of assets		0.01		N/A		0.01
Adjusted Diluted Net Income Per Share		0.12		0.14		(0.02	)

	Three Months Ended
	June 30,
			% of					% of
	2005		sales			2004		sales
Reported GAAP Gross Margin		112,921		23.2	%		127,689		25.9	%
VAT Provision		3,000					—
Adjusted Gross Margin		115,921		23.8	%		127,689		25.9	%

	Three Months Ended
	March 31,
			% of
	2005		sales
Reported GAAP Gross Margin		96,952		20.1	%
Warranty Provision		19,800
Adjusted Gross Margin		116,752		24.2	%

Due to the non-recurring nature of certain items such as a one-time VAT settlement provision, loss on the sale of assets and unusual warranty provisions the Company’s management has excluded these items when evaluating the ongoing financial results and trends of our business. Due to the significant decrease in non-cash intangible amortization during fiscal 2005, the Company’s management has also excluded intangible amortization when evaluating the ongoing financial results and trends of our business. The Company’s management believes these non-GAAP measures are useful for investors since excluding these items provides important insight into the Company’s ongoing operations.

Item 9.01 Financial Statements and Exhibits.

(c)	Exhibits.
99.1	Press release dated July 28, 2005.
99.2	July 28, 2005 conference call presentation transcript

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ANDREW CORPORATION
Date: July 28, 2005	By:	/s/ Marty Kittrell
		Marty Kittrell
		Chief Financial Officer