8-K

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934

Date of Report (Date of earliest event reported): August 4, 2003

ANDREW CORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of
Incorporation or organization)
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.)

Item 5.    Other Events

        On August 4, 2003, Andrew Corporation issued two press releases. The first press release announced Andrew's proposed sale of convertible subordinated notes, a copy of this press release is filed herewith as Exhibit 99.1 and incorporated herein by reference. The second press release announced Andrew's additional share repurchase program, a copy of the press release is filed herewith as Exhibit 99.2 and incorporated herein by reference.

Item 7.    Financial Statements and Exhibits

(c)

Exhibits.



99.1

Press release dated August 4, 2003: ANDREW CORPORATION ANNOUNCES PROPOSED SALE OF CONVERTIBLE SUBORDINATED NOTES



99.2

Press release dated August 4, 2003: ANDREW CORPORATION ANNOUNCES ADDITIONAL SHARES REPURCHASE PROGRAM

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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 4, 2003	By:	/s/  CHARLES R. NICHOLAS Charles R. Nicholas Vice Chairman and Chief Financial Officer

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Item 5. Other Events
Item 7. Financial Statements and Exhibits

SIGNATURE

EX-99.1

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EXHIBIT 99.1

Contact: Charles Nicholas
708-873-2740

ANDREW CORPORATION ANNOUNCES PROPOSED SALE OF CONVERTIBLE SUBORDINATED NOTES

        Orland Park, IL, August 4, 2003—Andrew Corporation (Nasdaq: ANDW) announced today that it intends to offer $200 million aggregate principal amount of convertible subordinated notes due 2013, through an offering to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended. Andrew also plans to grant the initial purchasers of the Notes an option to purchase up to an additional $40 million aggregate principal amount of notes.

        Andrew expects to use a portion of the net proceeds of the offering to repurchase up to 5 million shares of its common stock sold short by purchasers of the notes in negotiated transactions concurrently with the offering. If the principal amount of convertible notes offered changes, as a result of market conditions or otherwise, Andrew expects to change the number of shares repurchased proportionately. Andrew intends to use the balance of the net proceeds for general corporate purposes, including paying off current short-term borrowings of approximately $10 million.

        This announcement is neither an offer to sell nor the solicitation of an offer to buy the notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

        The notes will be issued in a private placement and are expected to be resold by the initial purchasers to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended. The notes and the shares of common stock issuable upon conversion of the notes will not be registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws.

About Andrew Corporation

        Andrew Corporation (<http://www.andrew.com>) designs, manufactures, and delivers innovative and essential communications equipment and solutions for the global telecommunications infrastructure market. A global company, Andrew serves operators and OEMs from facilities in 36 countries. Andrew (founded in 1937) is an S&P 500 company listed on the Nasdaq National Market System under the symbol: ANDW.

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 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 international 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.

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ANDREW CORPORATION ANNOUNCES PROPOSED SALE OF CONVERTIBLE SUBORDINATED NOTES

EX-99.2

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EXHIBIT 99.2

Contact: Charles Nicholas
708-873-2740

ANDREW CORPORATION ANNOUNCES ADDITIONAL SHARES REPURCHASE PROGRAM

        Orland Park, IL, August 4, 2003—Andrew Corporation (Nasdaq: ANDW) announced today that its Board of Directors has authorized the company to repurchase an additional 15 million shares of its common stock. The authorization is in addition to the 15 million share repurchase authorized under its 1997 stock buy-back program. Andrew has repurchased approximately 11.8 million shares to date under the 1997 repurchase program.

        The repurchases may be made on the open market or in negotiated transactions and the timing and amount of shares repurchased will be determined by the company's management based on its evaluation of market and economic conditions and other factors. The repurchase program will be funded using the company's cash reserves as may be supplemented by proceeds from the company's proposed offering of convertible subordinated notes.

About Andrew Corporation

        Andrew Corporation (<http://www.andrew.com>) designs, manufactures, and delivers innovative and essential communications equipment and solutions for the global telecommunications infrastructure market. A global company, Andrew serves operators and OEMs from facilities in 36 countries. Andrew (founded in 1937) is an S&P 500 company listed on the Nasdaq National Market System under the symbol: ANDW.

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 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 international 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.

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ANDREW CORPORATION ANNOUNCES ADDITIONAL SHARES REPURCHASE PROGRAM