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) September 1, 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))

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On September 1, 2005, the company announced that Andrea L. Zopp, senior vice president and general counsel of Sears Holding Corporation, has been elected to the Andrew Corporation board of directors, effective September 1. Zopp, 48, is Andrew’s 10^th board member and qualifies as an independent director. Zopp will serve on the corporate governance and on the compensation and human resource committees of the board of directors.

The press release dated September 1, 2005 is attached hereto as exhibit 99.1

Item 9.01 Financial Statements and Exhibits.

(c)	Exhibits.
99.1	Press release dated September 1, 2005.

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: September 1, 2005	By:	/s/ Marty Kittrell
		Marty Kittrell
		Chief Financial Officer

EX-99.1

EXHIBIT 99.1

Andrew Corporation
10500 West 153rd Street, Orland Park, IL USA 60462   Tel: 708-349-3300   www.andrew.com

Investor Contact:
Scott Malchow
1-708-873-8515

Media Contact:
Rick Aspan, APR
1-708-349-5166
publicrelations@andrew.com

Andrea Zopp Elected to Andrew Board of Directors

ORLAND PARK, IL, September 1, 2005—Andrea L. Zopp, senior vice president and general counsel of Sears Holding Corporation, has been elected to the Andrew Corporation board of directors, effective September 1.

Zopp, 48, is Andrew’s 10^th board member and qualifies as an independent director. She is the second new member elected to Andrew’s board in 2005.

“Andy is a great addition to our board,” said Andrew Chairman Chuck Nicholas. “With her outstanding experience in both the public and private sectors, she will make significant contributions to our company and in her service on the board’s corporate governance and compensation and human resources committees.”

Zopp was vice president and deputy general counsel of Sara Lee Corporation prior to joining Sears in 2003. Previously, she was a partner in the litigation department at Sonnenschein Nath & Rosenthal, Chicago and earlier served with the Cook County (Ill.) State’s Attorney’s Office as first assistant state’s attorney. She also served as a partner in the litigation department of McDermott, Will & Emery and as deputy chief, Criminal Litigation Division, U.S. Attorney’s Office.

She is a member of several professional and civic organizations, and serves on the board of trustees of the National Urban League and the boards of directors of the Chicago Area Project, the Heartland Alliance, and Sears Canada Inc. She earned her bachelor’s degree in history and science and her juris doctorate degree from Harvard University.

About Andrew Corporation

Andrew Corporation (NASDAQ: ANDW) designs, manufactures, and delivers innovative and essential equipment and solutions for the global communications infrastructure market. The company serves operators and original equipment manufacturers from facilities in 35 countries. Andrew (www.andrew.com), headquartered in Orland Park, IL, is an S&P 500 company founded in 1937.

ENDS

One Company. A World of Solutions.

Forward Looking Statements

Some of the statements in this news release are forward looking statements and we caution our stockholders and others that these statements involve certain risks and uncertainties. Factors that may cause actual results to differ from expected results include fluctuations in commodity costs, the company’s ability to integrate acquisitions and to realize the anticipated synergies and cost savings, the effects of competitive products and pricing, economic and political conditions that may impact customers’ ability to fund purchases of our products and services, the company’s ability to achieve the cost savings anticipated from cost reduction programs, fluctuations in foreign currency exchange rates, the timing of cash payments and receipts, end use demands for wireless communication services, the loss of one or more significant customers, and other business factors. Investors should also review other risks and uncertainties discussed in company documents filed with the Securities and Exchange Commission.

Note to Editors: Photo Available

One Company. A World of Solutions.