Filed by Andrew Corporation

Pursuant to Rule 425 under the Securities Act of 1933

And Deemed Filed Pursuant to Rule 14a-12

Under the Securities Act of 1934


Subject Company: Andrew Corporation

Commission File No. 001-14617

The following letter was used by Andrew’s management to answer employee questions following the public announcement of the entry into a merger agreement by Andrew Corporation and ADC Telecommunications, Inc.

May 31, 2006
For Messaging Purposes Only; Not for Distribution

-— For Internal Use Only —

ELEVATOR SPEECH

These are very interesting times in telecommunications. The industry is healthy and growing, yet technology changes, pricing, and new competition are creating constant challenges to participants at all levels—operators/carriers, infrastructure providers/OEMs, and component suppliers. One result of these market issues is a fresh round of consolidation involving Andrew’s customers at both the operator and OEM layers. The result is fewer, but much bigger, customers for Andrew.

While we remain strong by virtue of our #1 position in our space, this customer consolidation accelerates our need to continue diversifying our product offerings, extending our reach, and adding to our financial scale. We want to touch more customers, not fewer, and offer new compelling solutions that add to our profitable growth.

On top of that, our customers increasingly are looking to converge fixed and wireless networks to more effectively handle the increasing amounts of “triple play” traffic (voice, data, video) being generated. As convergence and triple play grow in importance, it leaves Andrew vulnerable unless we can add to our market-leading wireless capabilities.

As part of our long-term corporate strategy, we have been anticipating this market shift, and now are ready to step up in a big way to what our customers and the market are expecting. We have agreed to merge with ADC, a company that has much in common with Andrew and will place us in the best possible position to continue leading our chosen market space in the future. ADC is the #1 wireline infrastructure provider, much like Andrew is in wireless, and this combination jump-starts our ability to meet the triple play needs of our customers in the future.

This combination is a fantastic fit, with our complementary product offerings, geographical strengths, company histories and cultures, and market leadership. It creates a company with greater financial scale to compete globally, while gaining efficiencies that speed our ability to grow profitably. And this combination will create the most favorable future for our employees, who will be part of a larger, better positioned entity with greater capabilities to profitably grow as the industry evolves.

This is a huge moment within our industry, and certainly a historic time for Andrew. While disruptions to our business and workforce are expected to be minimal as a result of this merger, this will be a period of great change for all of us. We must remember we have a powerful business to run and we cannot afford to be distracted. When this deal closes later this year, we will be part of a special new entity. Let’s stay focused on our day-to-day responsibilities and the needs of our customers while this merger agreement

Andrew Corporation — Private and Confidential
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gets finalized. Meanwhile, if you have questions, I will do my best to address them. Thanks for your help.

ANDREW OVERALL KEY MESSAGES

1.	The convergence of voice, data, video applications and copper, fiber, and radio frequency networks is underway and this combination jump-starts our ability to meet these so-called triple-play needs of our customers.
2.	This combination is a fantastic fit, with our complementary product offerings, geographical strengths, company histories and cultures, and market leadership positions.
3.	The merger enhances the short- and long-term benefits to our world-class roster of customers and our deep, long-standing relationships with them.
4.	Our combination creates the most favorable future for our employees, who will be part of a larger, better positioned entity with greater capabilities to profitably grow as the industry evolves.
5.	This combination of two market leaders creates a company with greater financial scale to compete globally, while gaining efficiencies that speed our ability to grow profitably.
6.	Each company gains considerably from each other—Andrew gains considerable scale and presence in wireline and ADC gains considerable scale and presence in wireless infrastructure and satellite.

STAKEHOLDER-SPECIFIC KEY MESSAGES

Shareholders:

• Highly accretive to Andrew shareholders

• Substantial value creation opportunities

• Stock consideration provides Andrew shareholders with ability to participate in transaction upside; shareholders are fee to sell at any time after transaction announcement

Employees:

• Employees now part of a larger, better-positioned combined entity

• Minimal headcount reductions to rank-and-file

• Key BU management positions will be offered to several Andrew executives

• Creates greater opportunity to help Andrew advance leadership position as telecom industry evolves and consolidates

• “Strength joining strength” results in little disruption to current business

• “We’re Better, Connected”

Customers:

Andrew Corporation — Private and Confidential
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• Minimal disruption to current business dealings

• Combined company better able to meet the triple play convergence needs of customers

• Greater global reach, product portfolio, R&D

Suppliers:

• Minimal disruption to current business dealings

Community:

• Minimal disruption to current community relationships

Andrew Corporation — Private and Confidential
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Safe Harbor for Forward Looking Statements

This press release contains statements regarding the proposed transaction between ADC and Andrew, the expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the proposed transaction and other statements about the future expectations, beliefs, goals, plans or prospects of the management of each of ADC and Andrew. These statements are based on current expectations, estimates, forecasts and projections and management assumptions about the future performance of each of ADC and Andrew and the combined company, as well as the businesses and markets in which they do and are expected to operate. These statements constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “expects,” “believes,” “estimates,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “seeks,” and variations of such words and similar expressions are intended to identify such forward-looking statements which are not statements of historical fact. These forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to assess. Actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Factors that may cause actual outcomes to differ from what is expressed or forecasted in these forward-looking statements, include, among other things: the ability to consummate the proposed transaction; difficulties and delays in obtaining regulatory approvals for the proposed transaction; difficulties and delays in achieving synergies and cost savings; potential difficulties in meeting conditions set forth in the definitive merger agreement; fluctuations in the telecommunications market; the pricing, cost and other risks inherent in long-term sales agreements; exposure to the credit risk of customers; reliance on contract manufacturers and other vendors to provide goods and services needed to operate the businesses of ADC and Andrew; fluctuations in commodity prices; the social, political and economic risks of the respective global operations of ADC and Andrew; the costs and risks associated with pension and postretirement benefit obligations; the complexity of products sold; changes to existing regulations or technical standards; existing and future litigation; difficulties and costs in protecting intellectual property rights and exposure to infringement claims by others; and compliance with environmental, health and safety laws. For a more complete list and description of such risks and uncertainties, refer to ADC’s Form 10-K for the year ended October 31, 2005 and Andrew’s Form 10-K for the year ended September 30, 2005 as well as other filings made by ADC and Andrew with the United States Securities and Exchange Commission (the SEC). Except as required under the US federal securities laws and the rules and regulations of the SEC, ADC and Andrew disclaim any intention or obligation to update any forward-looking statements after the distribution of this press release, whether as a result of new information, future events, developments, changes in assumptions or otherwise.

Additional Information and Where to Find It

     In connection with the proposed transaction, a registration statement on Form S-4 will be filed with the SEC. SHAREHOLDERS OF ADC AND STOCKHOLDERS OF ANDREW ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE JOINT PROXY STATEMENT/ PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. The final joint proxy statement/prospectus will be mailed to shareholders of ADC and stockholders of Andrew. Investors and security holders will be able to obtain the documents free of charge at the SEC’s web site, www.sec.gov. Investors and security holders may also obtain the documents free of charge from Investor Relations at ADC by writing Investor Relations, ADC Telecommunications, Inc., P.O. Box 1101, Minneapolis, Minnesota 55440-1101; or calling 952-917-0991; or at www.adc.com/investorrelations/financialinformation/secfilings/. Investors and security holders may also obtain the documents free of charge from Investor Relations at Andrew by writing Investor Relations, Andrew Corporation, Westchester, Illinois 60154; or calling 800-232-6767; or at www.andrew.com/investors/sec

Participants in Solicitation

     ADC, Andrew and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the merger. Information concerning ADC’s participants is set forth in the proxy statement dated, January 24, 2006, for ADC’s 2006 annual meeting of shareholders as filed with the SEC on Schedule 14A. Information concerning Andrew’s participants is set forth in the proxy statement, dated December 30, 2005, for Andrew’s 2006 annual meeting of stockholders as filed with the SEC on Schedule 14A. Additional information regarding the interests of participants of ADC and Andrew in the solicitation of proxies in respect of the merger will be included in the registration statement and joint proxy statement/prospectus to be filed with the SEC.