8-K

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) August 16, 2005

ANDREW CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	001-14617	36-2092797
(State or other jurisdiction of incorporation)	(Commission File Number)	(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

	Item 1.01 Entry into a Material Definitive Agreement
	Item 9.01 Financial Statements and Exhibits.
SIGNATURE
Amendment to Stock Option Agreement(s)

Item 1.01 Entry into a Material Definitive Agreement

On August 16, 2005, the company accelerated the vesting of approximately 270,000 stock options with exercise prices greater than $12.00 a share. The company has amended the terms of these option awards to provide for accelerated vesting and to impose certain restrictions on the transfer of shares acquired on exercise of these options in cases where the option is exercised prior to the original vesting date. This accelerated vesting included the following option awards to executive officers of the company:

Jude Panetta	25,000
John Huang	37,500
Carleton Miller	56,250

This accelerated vesting included the following option awards to members of the company’s board of directors:

Gerald Poch	9,600
Robert Paul	9,600
Thomas Donahoe	9,600
Jere Fluno	9,600
William Hunt	9,600
Glen Toney	9,600

The amendment to stock options agreement(s) is attached hereto as exhibit 99.1

Item 9.01 Financial Statements and Exhibits.

     (c) Exhibits.

     99.1   Amendment to Stock Option Agreement(s).

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: August 16, 2005	By:	/s/ Marty Kittrell
		Marty Kittrell
		Chief Financial Officer

EX-99.1

EXHIBIT 99.1

AMENDMENT
TO
STOCK OPTION AGREEMENT(S)

     THIS AMENDMENT is made as of the 16th day of August 2005 (the “Effective Date”) between ANDREW CORPORATION, a Delaware corporation (the “Company”) and First Name Last Name (the “Optionee”);

WITNESSETH:

     WHEREAS, the Company has previously awarded certain stock options to the Optionee under the Andrew Corporation Long-Term Incentive Plan and/or the Andrew Corporation Management Incentive Program (each, a “Plan”); and

     WHEREAS, the Compensation and Human Resources Committee of the Board of Directors of the Company (the “Committee”) now deems it desirable to amend the terms of such option awards to (i) provide for accelerated vesting of such options, and (ii) to impose certain restrictions on the transfer of shares acquired on exercise of the option in cases where the option is exercised prior to the original vesting date;

     NOW THEREFORE, in consideration of these premises, the Company and Optionee hereby agree as follows:

     1. Acceleration of Vesting. The stock option awards listed below (the “Accelerated Options”) previously granted to the Optionee shall become fully vested as of the Effective Date. Excluded are the shares granted under this stock option award that have vested prior to the Effective Date (Options Vested shares).

Option Agreement Date	# of Shares Awarded	Exercise Price
Grant Date	# Shares Awarded	$Price

     2. Restricted Period. The period beginning on the Effective Date and ending on the date the Accelerated Option, or portion thereof, was originally scheduled to vest is referred to as the “Restricted Period” with respect to the number of shares originally scheduled to vest on such date. Notwithstanding the foregoing, if a Change in Control occurs prior to the end of the Restricted Period or the Optionee’s employment with the Company terminates by reason of death, Disability or Retirement, then the Restricted Period shall end on the date of such event.

     3. Restrictions on Transfer During Restricted Period. Notwithstanding any provision of the Plan or Accelerated Option Agreement to the contrary, if the Optionee exercises any portion of an Accelerated Option that is subject to a Restricted Period, the following rules shall apply:

(a)	Shares acquired on exercise of an Accelerated Option may not be sold, assigned, pledged or otherwise transferred or encumbered during the Restricted Period.
(b)	The Optionee shall have all of the rights of a stockholder of the Company, including, but not limited to, the right to vote such shares and the right to receive dividends paid on such shares.

(c)	Each certificate issued with respect to a shares that are exercised during the Restricted Period shall be registered in the name of the Optionee and shall bear the following legend:
	The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions contained in a Plan and Agreement entered into between the registered owner and Andrew Corporation. A copy of such Plan and Agreement is on file in the office of the Secretary of Andrew Corporation, 10500 West 153rd Street, Orland Park, Illinois 60462.
(d)	As soon as practicable after the Restricted Period ends, the Company shall transfer share certificates to the Optionee, free of all restrictions.
(e)	If the Optionee exercises an Accelerated Option for less than all of the shares awarded thereunder at any time that a portion of such Accelerated Option is subject to a Restricted Period, shares transferred upon such exercise shall first include any shares for which the Restricted Period has ended and then, to the extent necessary, shares subject to a Restricted Period.

     4. Defined Terms; Plan Governs. Unless the context clearly provides otherwise, the capitalized terms used in this Amendment shall have the meaning ascribed to such terms in the Plan under which the Accelerated Option was awarded. Except as otherwise specifically provided in this Amendment, the Accelerated Option shall be subject to all of the terms and conditions of the Agreement and Plan pursuant to which the Accelerated Option was granted.

     IN WITNESS WHEREOF, the Company and Optionee have caused this Amendment to each Accelerated Option Agreement to be executed as of the Effective Date.

OPTIONEE

Optionee’s Signature

Optionee’s Name (Print or Type)

ANDREW CORPORATION

By:    /s/ Ralph E. Faison   
Ralph E. Faison
President and Chief Executive Officer