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) December 7, 2005

ANDREW CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	001-14617	36-2092797
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		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 1.01 Entry into a Material Definitive Agreement

On December 7, 2005, Jude Panetta (the “Executive”) and Andrew Corporation (the “Company”) executed an agreement making the Executive an eligible participant in Andrew Corporation’s Executive Severance Benefit Plan, as amended and restated effective May 14, 2004, (the “Plan”).

The Executive Severance Benefit Plan Agreement dated December 7, 2005 is attached hereto as exhibit 99.1

Item 9.01 Financial Statements and Exhibits.

     (c) Exhibits.

     99.1 Executive Severance Benefit Plan Agreement dated December 7, 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: December 7, 2005	By:	/s/ Marty Kittrell
		Marty Kittrell
		Chief Financial Officer

EX-99.1

,

Exhibit 99.1

ANDREW CORPORATION
EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT

     THIS AGREEMENT, made this 7^th day of December, 2005, by and between Andrew Corporation (the “Company”) and Jude Panetta (the “Executive”).

WITNESSETH:

     WHEREAS, the Company maintains the Andrew Corporation Executive Severance Benefit Plan, as amended and restated effective May 14, 2004 (the “Plan”); and

     WHEREAS, the Executive has been designated as an eligible participant in the Plan;

     NOW, THEREFORE, the Executive and Company hereby agree as follows:

     1. Plan Benefits. The Executive has been designated as a TIER II Participant in the Plan and shall be eligible solely for the benefits set forth therein applicable to TIER II Participants. The receipt of such benefits shall be subject to all of the terms and conditions set forth in the Plan, including, but not limited to, terms related to the amount, time and form of benefits. By execution of this Agreement, the Executive agrees to be bound by the provisions of the Plan, as amended and restated effective May 14, 2004, and as may be subsequently amended.

     2. Arbitration. The Executive acknowledges that Section 7.2 of the Plan contains an arbitration provision, and by execution of this Agreement agrees to be bound by the terms of such arbitration provision.

     3. Plan Not Contract of Employment. The Plan does not constitute a contract of employment and nothing in the Plan shall be construed to give the Executive the right to be retained by the Company or to any benefits not specially provided by the Plan.

     4. Plan Supercedes Prior Change in Control Severance Agreements. The Executive acknowledges and agrees that the benefits and terms set forth in the May 14, 2004 restatement of the Plan, as applicable to the Participant based on the Tier designated in paragraph 1 above, are a replacement for and in lieu of any benefits to which the Executive may have been entitled under the Plan prior to its restatement or under any other agreement with the Company relating to Change in Control severance benefits. The Executive further acknowledges such benefits and terms may be subsequently amended pursuant to Section 7.1 of the Plan.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

EXECUTIVE	ANDREW CORPORATION
/s/ Jude E. Panetta                                   December 7, 2005
,individually     Date	By: /s/ Karen A Quintin
	Its: CHRO

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