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

December 24, 2007

Date of Report (Date of earliest event reported)

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)	(IRS Employer Identification No.)

3 Westbrook Corporate Center, Suite 900, Westchester, Illinois	60154
(Address of principal executive offices)	(Zip Code)

(708) 236-6600

(Registrant’s telephone number, including area code)

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 8.01.  Other Events

On December 24, 2007, Andrew Corporation and CommScope, Inc. issued a joint press release announcing the final merger consideration for CommScope’s acquisition of Andrew, pursuant to the Agreement and Plan of Merger, dated as of June 26, 2007, by and among CommScope Inc., DJRoss, Inc., a Delaware corporation and an indirect wholly owned subsidiary of CommScope, and Andrew Corporation, as the same may be amended from time to time. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

99.1Press release dated December 24, 2007.

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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
By	/s/ Marty R. Kittrell
Name:	Marty R. Kittrell
Title:	Executive Vice President
	and Chief Financial Officer

Date: December 26, 2007

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EX-99.1

Exhibit 99.1

For Immediate Release

CommScope and Andrew Announce Form of Final Merger Consideration

$13.50 in Cash and $1.50 in CommScope Stock

Hickory, NC and Westchester, Ill — (December 24, 2007) CommScope, Inc. (NYSE: CTV) and Andrew Corporation (NASDAQ: ANDW) today announced the final merger consideration for CommScope’s acquisition of Andrew.  The consideration to be paid for each outstanding share of Andrew common stock in the merger has been determined to be $13.50 in cash and $1.50 in CommScope common stock.

Andrew stockholders will receive, for each Andrew share, $13.50 in cash and 0.031543 shares of CommScope common stock.  This fractional share of CommScope common stock was calculated according to the terms of the merger agreement by dividing $1.50 by $47.554, which was the volume weighted average of the closing sale prices for a share of CommScope common stock over the ten consecutive trading days ending on December 24, 2007.  The merger is expected to close on December 27, 2007.

About CommScope

CommScope (NYSE: CTV — www.commscope.com) is a world leader in infrastructure solutions for communication networks.  Through its SYSTIMAX^® Solutions^TM and Uniprise^® Solutions brands, CommScope is the global leader in structured cabling systems for business enterprise applications. It is also the world’s largest manufacturer of coaxial cable for Hybrid Fiber Coaxial applications. Backed by strong research and development, CommScope combines technical expertise and proprietary technology with global manufacturing capability to provide customers with high-performance wired or wireless cabling solutions.

About Andrew

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 Westchester, Ill., is an S&P MidCap 400 company founded in 1937.

This press release includes forward-looking statements that are based on information currently available to management, management’s beliefs, as well as on a number of assumptions concerning future events.  Forward-looking statements are not a guarantee of performance and are subject to a number of uncertainties and other factors, which could cause the actual results to differ materially from those currently expected.  For a more detailed description of the factors that could cause such a difference, please see Andrew and CommScope’s filings with the Securities and Exchange Commission.  In providing forward-looking statements, the company does not intend, and is not undertaking any obligation or duty, to update these statements as a result of new information, future events or otherwise.

For CommScopeInvestor Relations:
Phil Armstrong
Investor Relations & Corporate Communications
Telephone:+1 (828) 323-4848
Email: phil.armstrong@commscope.com

Media Relations:
Matthew Sherman / Jeremy Jacobs
Joele Frank, Wilkinson Brimmer Katcher
Telephone:+1 (212) 355-4449
Email: msherman@joelefrank.com / jjacobs@joelefrank.com

For AndrewInvestor Relations:
Lisa Fortuna
Director of Investor Relations
Telephone:+1 (708) 236-6507
Email: lisa.fortuna@andrew.com

Media Relations:
Rick Aspan
Director of Public Relations
Telephone:+1 (708) 236-6568
Email: publicrelations@andrew.com

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