SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-K
(Mark One)
(X)   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT of 1934 For the fiscal year ended September 30, 1998.

                                       OR

( )   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
      EXCHANGE ACT OF 1934
                          Commission file number 0-9514

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

           DELAWARE                                             36-2092797
(State or other jurisdiction of                             (I.R.S. Employer
  incorporation or organization)                             identification No.)
 
              10500 W. 153rd Street, Orland Park, Illinois 60462
              (Address of principal executive offices and zip code)

                                 (708) 349-3300
              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: NONE Securities
registered pursuant to Section 12(g) of the Act:
                          
                              Title of Each Class
                          Common Stock, $.01 par value
                          Common Stock Purchase Rights

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period as the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                                    Yes X  No
                                       ---   ---

Indicate by check mark if disclosure of delinquent filers pursuant to item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K, or any amendment of
this Form 10-K.  (X)

The aggregate market value of voting stock held by non-affiliates of the
Registrant as of December 16, 1998 was $1,445,218,316. The number of outstanding
shares of the Registrant's common stock as of that date was 82,877,527.

Documents incorporated by Reference:

Portions of the Registrant's Annual Report to Stockholders for the year ended
September 30, 1998 are incorporated by reference into Parts I and II.

Portions of the Proxy Statement for the annual stockholders' meeting to be held,
February 9, 1999 are incorporated by reference into Part III.
<PAGE>
                                     PART I


                                 Item 1-Business

                                     General

      Andrew Corporation ("Andrew" or the "Company") was reincorporated in
Delaware in 1987. The Company previously was incorporated in Illinois in 1947 as
the successor to a partnership founded in 1937. Its executive offices are
located at 10500 West 153rd Street, Orland Park, Illinois, 60462, which is
approximately 25 miles southwest of Chicago's loop. Unless otherwise indicated
by the context, all references herein to Andrew include Andrew Corporation and
its subsidiaries.

      Andrew is a multinational supplier of communications products and systems
to worldwide commercial, industrial, governmental and military customers. Its
principal products include coaxial cables, microwave antennas for point-to-point
communication systems, special purpose antennas for commercial, government and
military end use, antennas and complete earth stations for satellite
communication systems, cellular antenna products, cellular telephone
accessories, electronic radar systems, communication reconnaissance systems, and
related ancillary items and services. These products are frequently sold as
integrated systems rather than as separate components. Andrew conducts
manufacturing operations, primarily from eight locations in the United States
and from six locations in other countries. Sales by non-U.S. operations and
export sales from U.S. operations accounted for approximately 49% of Andrew's
net sales in 1998 and 48% in 1997 and 1996.

      During fiscal 1996, Andrew completed three acquisitions that provided new
products and improved accessibility to expanding markets. In December 1995, the
Company purchased a 51% interest in Mapra Industria e Comercio Ltda. and Gerbo
Telecommunicacoes e Servicos Ltda., located in Brazil. Mapra and Gerbo
manufacture, distribute, and sell antennas, waveguides and towers and provide
installation services. Andrew formed a cable manufacturing company with Mapra
and Gerbo in which Andrew holds a 70% interest. In March 1996, the Company
completed its acquisition of The Antenna Company, a manufacturer and distributor
of wireless telephone antennas and accessories for mobile applications. In June
1996, the Company purchased an 80% interest in Satcom Systems, Pty. Ltd., a
distributor of commercial products, located in South Africa.

      In June 1997, the Company decided to exit certain businesses whose
performance had not met growth expectations. The Company discontinued the
network products business, significantly restructured its European wireless
products business and phased out of the fiber optic sensors and global messaging
development activities. These actions resulted in total after-tax charges to net
income of $22.8 million or $.25 per share. While these steps negatively impacted
1997 results, they enable the company to focus on the growing wireless markets
and to further enhance long-term growth opportunities.

      In October 1997, the Company purchased an additional 19% ownership
interest in Mapra Industria e Comercio Ltda. and Gerbo Telecommunicacoes e
Servicos Ltda for $3.0 million. This purchase increased the Company's ownership
percentage in Mapra and Gerbo to 70%.

      During fiscal 1998 the Company operated in a dominant industry segment.
Andrew supplies coaxial cable and antenna system equipment to telecommunications
companies and agencies as well as cellular antenna products and cellular phone
accessories through retail distribution channels of cellular service providers.
The Company also supplies specialized antenna systems, electronic radar systems,
communication reconnaissance systems, standard antennas, and fully integrated
systems to various United States government agencies and friendly foreign
governments.
<PAGE>
 Products and Services

      The following table sets forth net sales and percentages of total net
sales represented by Andrew's principal products during the last three years:
<TABLE>
<CAPTION>
                                 Dollars in thousands
                                Year Ended September 30

                                     1998              1997             1996
                                 --------------   --------------   --------------
<S>                              <C>       <C>    <C>       <C>    <C>       <C>
Coaxial Cable Systems and Bulk
     Cables                      $486,788   57%   $467,774   54%   $415,633   54%

Other Products and Services       157,912   19     183,557   21     133,645   18
                                 
Microwave Antenna Systems         148,614   17     153,905   18     153,231   20
                                 
Wireless Accessories               59,601    7      64,239    7      63,498    8
                                 --------  ----   --------  ----   --------  ----

                                 $852,915  100%   $869,475  100%   $766,007  100%
                                 ========  ====   ========  ====   ========  ====
</TABLE>
PRINCIPAL PRODUCTS

Coaxial Cable Systems and Bulk Cables:

      Coaxial cable is a two-conductor, radio frequency transmission line with
the smaller of the two conductors centrally located inside the larger, tubular
conductor. It is principally used to carry radio frequency signals at
frequencies up to 2 GHz.

      Waveguides are tubular conductors, the dimensions and manufacturing
tolerances of which are related to operating frequency. Waveguides find greatest
application at frequencies above 2 GHz, although they are also used in UHF-TV
broadcasting at frequencies in hundreds of megahertz. Andrew manufactures
waveguides with rectangular, circular and elliptical cross-sections. Most of
Andrew's waveguides are sold as part of its antenna systems.

      In addition to bulk cable, coaxial cable systems include: cable
connectors, accessories and assemblies. Coaxial cable connectors attach to cable
and facilitate transmission line attachment to the antennas and radio equipment.
Accessories protect and facilitate installation of coaxial cable on the tower
and into the equipment building. Accessories include lightning surge protectors,
hangers, adaptors and grounding kits. Together, connectors and cable assemblies
combine to form coaxial cable assemblies.

      Andrew sells its semi-flexible cables and waveguides under the trademark
HELIAX(R).
<PAGE>
Other Products and Services:

      This group includes special application antennas, support products and
various electronics.

      Andrew manufactures and sells several types and configurations of special
application antennas. Applications include cellular systems, navigation, FM and
television broadcasting, multipoint distribution services and instructional
television. As with microwave antennas, Andrew considers sales of special
antennas and other various components used in the cellular market (equipment
buildings and towers) and the installation of these components to be part of a
"cellular system."

      Support products include equipment buildings, which provide a controlled
environment for radio and other equipment, while towers provide support and
elevation for antennas.

      Earth station antenna systems manufactured by Andrew are used at earth
terminals to receive signals from, and transmit signals to, communication
satellites in equatorial orbit. System elements include an antenna, from 6 to 40
feet in diameter, and may also include electronic controllers, waveguides,
polarizers, combiners, special mounting features, motor drives, position
indicators, transmitters and receivers. Andrew earth station antenna systems in
all sizes are used in various countries to broadcast and transmit programs, both
to CATV operators and to VHF or UHF broadcast stations, as well as for the long
distance transmission of conventional telecommunications traffic.

      The Company also designs and installs its proprietary distributed
communication systems. These systems permit in-building and enclosed area access
for all types of wireless communications.

      Andrew manufactures electronic scanning and communication receiver
systems, which are designed to search and monitor the electromagnetic spectrum
from 20 MHz to 40 GHz. These systems are purchased primarily for intelligence
gathering in strategic surveillance operations that emphasize highly sensitive
reception of weak signals as well as accuracy of signal analysis data. The
Company's highly automated receiver systems are subsystems that are incorporated
into fully-integrated systems that, in addition to the Company's receiving and
analyzing equipment, include antennas and other equipment necessary to carry out
the overall electronic reconnaissance operation.

      The Company is also engaged in the supply of fully integrated electronic
surveillance systems, both for military radar reconnaissance and for
non-military communications monitoring. These surveillance systems are custom
designed by the Company's engineering staff to meet customer requirements.

Microwave Antenna Systems:

      A "microwave antenna system," as this term is used by Andrew, consists of
one or more microwave antennas, waveguides or coaxial cables connecting antennas
to transmitters or receivers, a tower to support the antennas, an equipment
shelter to house transmitters and receivers, various ancillary items and field
installation services. If sold without a supporting tower, equipment shelter or
field installation, microwave antennas with their connecting cables or
waveguides are still considered by Andrew to be "microwave antenna systems."

      Land-based microwave radio networks are commonly used by
telecommunications companies for intercity telephone, telex, video and data
transmission. They are also used for more specialized purposes by pipeline
companies, electric utilities and railroads.
<PAGE>
Wireless Accessories

      Andrew manufactures and distributes accessories for personal communication
systems, cellular handsets and paging devices. Portable antennas, batteries,
battery chargers, paging accessories, hands free kits and various other wireless
accessories are included in this group. The acquisition of The Antenna Company
increased Andrew's product offering and opened domestic distribution channels.

INTERNATIONAL ACTIVITIES

      Andrew's international operations represent a substantial portion of its
overall operating results and asset base. Manufacturing facilities are located
in Canada, Australia, Scotland, Brazil, China and India. Andrew's plants in the
United States also ship significant amounts of manufactured goods to export
markets. In Russia, the Ukraine and Mexico, Andrew participates in joint
ventures that operate fiber optic telecommunication networks.

      During fiscal 1998 sales of products exported from the United States or
manufactured abroad were $420,376,000 or 49% of total sales compared with
$414,749,000 or 48% of total sales in fiscal 1997 and $366,324,000, or 48% of
total sales in fiscal 1996. Exports from the United States amounted to
$97,738,000 in fiscal 1998, $105,147,000 in fiscal 1997, and $108,675,000 in
fiscal 1996.

      Sales and net income from continuing operations on a country-by-country
basis can vary considerably year to year. Further information on Andrew's
international operations is contained in the note "Geographic Area Information"
to Consolidated Financial Statements included on page 32 of the 1998 Annual
Report to Stockholders, incorporated herein by reference.

      Andrew's international operations are subject to a number of risks
including currency fluctuations, changes in foreign governments and their
policies, and expropriation or requirements of local or shared ownership. Andrew
believes that the geographic dispersion of its sales and assets tends to
mitigate these risks.

MARKETING AND DISTRIBUTION

      Sales engineering functions, including product application assistance, are
performed by a staff of highly trained applications engineers located at each
manufacturing facility. In addition, field sales engineers are located at or
near Atlanta, Dallas, Los Angeles, Miami, New York, San Francisco, Washington,
D.C., Essen and Munich (Germany), Hong Kong, Johannesburg (South Africa), London
(England), Madrid (Spain), Mexico City (Mexico), Milan (Italy), Moscow (Russia),
Paris (France), Sorocaba (Brazil), Suzhou (China), Tokyo (Japan), Zurich
(Switzerland) and Goa (India). Unlike most of its competitors, Andrew uses its
own sales and sales engineering staffs to service its principal markets, but
follows the traditional practice of using commissioned sales agents in countries
with modest sales potential.

      Approximately one-half of Andrew's products are sold directly to end
users. Most of the remainder is sold to radio equipment companies which install
Andrew's products as part of a total system, with the balance being sold through
dealers and jobbers. Small or medium-size orders are normally shipped from
inventory. Delivery schedules on larger orders are negotiated, but seldom exceed
five months. Andrew's sales are principally standard, proprietary items although
unique specifications or features are incorporated for special order situations.
<PAGE>
      Because most of Andrew's business is derived from large telecommunications
system operators and the radio equipment manufacturers who supply this industry,
Andrew has tailored its business strategy to serve the needs of technically
sophisticated buyers. In particular, Andrew has emphasized the compatibility of
antennas, transmission lines and related components in order to optimize their
performance as an integrated subsystem.

      The Company also sells mobile cellular products such as antennas and
cellular telephone accessories. These products are sold primarily through the
retail distribution channels of cellular service providers ("Carriers"). Mobile
cellular products are also sold to distributors who then resell these products
to dealers and cellular carriers.

MAJOR CUSTOMERS

      Andrew serves more than 6,000 customers in more than 170 countries. In
fiscal 1998, aggregate sales to the ten largest customers accounted for 31% of
total consolidated sales compared to 31% in 1997 and 27% in 1996. No single
customer has accounted for over 10% of consolidated annual sales in any of the
last three years.

MANUFACTURING AND RAW MATERIALS

      Andrew generally develops, designs, fabricates, manufactures and assembles
the products it sells. Cable and waveguide products are produced at plants in
Illinois, Brazil, Scotland, China and India. Microwave and earth station
antennas are manufactured in Scotland, Texas and Australia. Self-supporting and
guyed towers are also manufactured in Texas. Equipment shelters are manufactured
in Georgia and California. Wireless antennas and accessories for mobile
applications are manufactured in Illinois. Andrew's defense electronic products
are manufactured in plants located in Texas. The Company's products are
manufactured from both standard components and parts that are built to the
Company's specifications by other manufacturers. Certain of the Company's
products contain multiple microprocessors for which proprietary machine readable
software is designed by the Company's engineers and technicians.

      Andrew considers its sources of supply for all raw materials to be
adequate and is not dependent upon any single supplier for a significant portion
of materials used in its products.

RESEARCH AND DEVELOPMENT

      Andrew believes that the successful marketing of its products depends upon
its research, engineering and production skills. Research and development
activities are undertaken for new product development and for product and
manufacturing process improvement. In fiscal 1998, 1997 and 1996, Andrew spent
$25,810,000, $41,076,000, and $29,624,000, respectively on research and
development activities.

      Andrew holds approximately 252 active patents expiring at various times
between 1998 and 2015, relating to its products and attempts to obtain patent
protection for significant developments whenever possible. The Company believes
that, while patents in the aggregate are important to its business, the loss of
any individual patent would not have a material adverse effect on its
operations.
<PAGE>
COMPETITION

      Many large manufacturers of electrical or radio equipment, some of which
have substantially greater financial resources than Andrew, compete with a
portion of Andrew's antenna systems equipment, wireless products and coaxial
cable product lines. In addition, there are a number of small independent
companies that compete with portions of these product lines. Andrew has
traditionally focused on specific specialized fields within the marketplace that
require sophisticated technology and support services. Andrew competes
principally on the basis of product quality, service and continual technological
enhancement of its products.

      There are numerous manufacturers of electronic radar systems,
communication reconnaissance systems and specialized antenna systems that supply
their equipment to United States government agencies and friendly foreign
governments. There is substantial competition within the market and the Company
is not a major competitor. Due to fixed-price contracts and pre-defined contract
specifications prevalent within this market, the Company competes primarily on
the basis of its ability to provide state-of-the-art solutions in this
technologically demanding marketplace while maintaining its competitive pricing.

BACKLOG AND SEASONALITY

      The following table sets forth the Company's backlog of orders believed to
be firm and due to ship both within the next year and beyond (government orders
included herein are funded orders):
<TABLE>
<CAPTION>
                        Orders to be Shipped as of September 30
                               1998                 1997
                             --------             --------
<S>                          <C>                  <C>
Dollars in thousands

Within 12 months             $141,847             $132,610                       
After 12 months                12,317                5,950
                             --------             --------
                             $154,164             $138,560
                             ========             ========
</TABLE>
      Due to variability of shipments under large contracts, customers' seasonal
installation considerations, variations in product mix and in profitability of
individual orders, the Company can experience wide quarterly fluctuations in net
sales and income. These variations can be expected to continue in the future.
Consequently, it is more meaningful to focus on annual rather than interim
results.

ENVIRONMENT

      The Company engages in a variety of activities to comply with various
federal, state and local laws and regulations involving the protection of the
environment. Compliance with such laws and regulations does not currently have a
significant effect on the Company's capital expenditures, earnings, or
competitive position. In addition, the Company has no knowledge of any
environmental condition that might individually or in the aggregate have a
material adverse effect on the Company's financial condition.

EMPLOYEES

      At September 30, l998, Andrew had 4,221 employees, 3,002 of whom were
located in the United States. None of Andrew's employees are subject to
collective bargaining agreements. As a matter of policy, Andrew seeks to
maintain good relations with employees at all locations and believes that such
relations are good.
<PAGE>
REGULATION

      Andrew is not directly regulated by any governmental agency in the United
States. Most of its customers and the telecommunications industry generally, are
subject to regulation by the Federal Communications Commission (the "FCC"). The
FCC controls the allocation of transmission frequencies and the performance
characteristics of earth station antennas. As a result of these controls,
Andrew's antenna design specifications must be conformed on an ongoing basis to
meet FCC requirements. This regulation has not adversely affected Andrew's
operations.

      Outside of the United States, where many of Andrew's customers are
government owned and operated entities, changes in government economic policy
and communications regulation have affected in the past, and may be expected to
affect in the future, the volume of Andrew's non-U.S. business. However, the
effect of regulation in countries other than the U.S. in which Andrew does
business has generally not been detrimental to Andrew's non-U.S. operations
taken as a whole.

GOVERNMENT CONTRACTS

       Andrew performs work for the United States Government primarily under
fixed-price prime contracts and subcontracts. Under fixed-price contracts,
Andrew realizes any benefit or detriment occasioned by lower or higher costs of
performance. Total direct and indirect sales to agencies of the United States
Government, which are generally fixed-price contracts, were $9,520,000 in 1998,
$17,254,000 in 1997, and $18,250,000 in 1996. These contracts are typically less
than 12 months in duration.

       Andrew, in common with other companies that derive a portion of their
revenues from the United States Government, is subject to certain basic risks,
including rapidly changing technologies, changes in levels of defense spending,
and possible cost overruns. Recognition of profits is based upon estimates of
final performance that may change as contracts progress. Contract prices and
costs incurred are subject to Government Procurement Regulations. Costs may be
questioned by the Government and are subject to disallowance.

       All United States Government contracts contain a provision that they may
be terminated at any time for the convenience of the Government. In such event,
the contractor is entitled to recover allowable costs plus any profits earned to
the date of termination.
<PAGE>
Item 2-Properties

      Andrew has sixteen manufacturing facilities, thirty-seven engineering and
sales administration locations and twelve distribution facilities. All are
equipped with appropriate office space. Andrew's executive offices are located
at the facility in Orland Park, Illinois. The following table sets forth certain
information regarding significant facilities:
<TABLE>
<CAPTION>
                                             Approximate
                                             floor area in
Location                                     square feet           Owned/Leased
--------                                     -------------         ------------
<S>                                            <C>                 <C>     
Orland Park, Illinois                          571,000             Owned
Addison, Illinois                              201,000             Leased
Denton, Texas                                  173,000             Owned
Newnan, Georgia                                110,000             Owned
Garland, Texas                                  88,000             Owned
Richardson, Texas                              100,000             Owned
Tinley Park, Illinois                           55,000             Leased
Sacramento, California                          54,000             Leased
                                             ---------
  U.S. sub-total                             1,352,000

Sorocaba, Sao Paulo, Brazil                    229,000              Owned
Lochgelly, Fife, United Kingdom                167,000              Owned/Leased
Campbellfield, Victoria, Australia             110,000              Owned
Whitby, Ontario, Canada                         92,000              Owned
                                             ---------
  Non-U.S. sub-total                           598,000
                                             ---------
                            TOTAL            1,950,000
                                             =========
</TABLE>
The Company's properties are in good condition and are suitable for the purposes
for which they are used.

      Andrew owns a total of 701 acres of land. Of this total, 565 acres are
unimproved, including 181 acres in Orland Park, Illinois, 137 acres in Floyd,
Texas, l43 acres in Denton, Texas, and 98 acres in Ashburn, Ontario, Canada.
Andrew also leases sales offices and facilities in the United States and in
thirteen countries outside the United States.

Item 3-Legal Proceedings

      Andrew is not involved in any pending legal proceedings that are expected
to have a materially adverse effect on its financial position, nor is it aware
of any proceedings of this nature or relating to the protection of the
environment contemplated by governmental authorities.
<PAGE>
Item 4-Submission of Matters to a Vote of Security Holders

      There were no matters that required a vote of security holders during the
three months ended September 30, l998.

                                     PART II

Item 5-Market for the Registrant's Common Stock and Related Stockholder Matters

      The Company's common stock is traded over-the-counter on the "Nasdaq"
Stock Market and Chicago Stock Exchange.

      The Company had 4,885 holders of common stock of record at December 16,
1998.

      Information concerning the Company's stock price during the years ended
September 30, l998 and 1997 is incorporated herein by reference from Andrew's
l998 Annual Report to Stockholders, page 33. All prices represent high and low
sales prices as reported by Nasdaq.

      It is the present practice of Andrew's Board of Directors to retain
earnings in the business to finance the Company's operations and investments and
the Company does not anticipate payment of cash dividends in the foreseeable
future.

      Long-term debt agreements include restrictive covenants that, among other
things, restrict dividend payments. At September 30, l998, $357,948,000 was not
restricted for purposes of such payments.

Item 6-Selected Financial Data

      Selected financial data for the last five fiscal years is incorporated
herein by reference to the l998 Annual Report to Stockholders, pages 36 and 37.

Item 7-Management's Discussion and Analysis of Financial Condition and Results
       of Operations

      Information concerning this item is incorporated herein by reference to
the l998 Annual Report to Stockholders, pages 14 through 18.

Item 7a.-Quantitative and Qualitative Disclosures about Market Risks

      The Company is exposed to market risk from changes in interest rates and
foreign exchange rates, and commodities:

      Interest Rate Risk - the company had $56.5 million in debt outstanding at
September 30, 1998 in the form of export financing arrangements, lines of credit
and debt agreements at both fixed and variable rates. The Company is exposed to
interest rate risk primarily through its variable rate debt, which totaled $17.6
million or 31.2% of total debt. To assess its exposure to interest rates, the
Company performed a sensitivity analysis on its variable rate debt. As a result,
the Company determined that a 100 basis point increase in short-term interest
rates would not have a material effect on the Company's financial position,
results of operations or cash flows.  The Company currently does not use
derivative instruments to manage its interest rate risk.
<PAGE>
      Foreign Currency Risk - Andrew's international operations represent a
substantial portion of its overall operating results and asset base. In most
cases, the Company's products are produced at manufacturing facilities located
near the customer. As a result, significant volumes of finished goods are
manufactured in countries for sale into those markets. During fiscal year 1998,
sales of products exported from the United States or manufactured abroad were
49% of total sales.

      The Company's identifiable foreign exchange exposures result primarily
from the anticipated purchase of product from affiliates and third-party
suppliers along with the repayment of intercompany loans with foreign
subsidiaries denominated in foreign currencies. The Company has $59.7 million of
investments and advances to its ventures located in Russia, Ukraine and Mexico.
The ultimate collectability of these advances and the Company's ability to
recoup its investments in these ventures is tied in part to the economic
stability of these countries, particularly Russia and the stability of the
Russian Ruble.  The Company manages its foreign currency risk by making use of
naturally offsetting positions, such as borrowing in functional currencies, and
structuring intercompany transactions to reduce known material exposures, where
possible. The Company currently does not use derivative financial instruments to
manage its foreign currency risk.

      Commodity Risk - the Company uses various metals in the production of its
products, principally copper. As a result, the Company's earnings are exposed to
fluctuations in the price of copper. In order to reduce its exposure, the
Company has negotiated copper purchasing contracts with various suppliers
through fiscal year 1999. In general, the contracts lock copper pricing for the
full year.

Item 8-Financial Statements and Supplementary Data

      The Consolidated Financial Statements of the Company, Notes to
Consolidated Financial Statements, Selected Quarterly Financial Information, and
the report thereon of the independent auditors are incorporated herein by
reference to the 1998 Annual Report to Stockholders, pages 19 through 34.

Item 9-Changes in and Disagreements with Accountants on Accounting and Financial
       Disclosures

      None
<PAGE>
                                    PART III

Item l0-Directors and Executive Officers of the Registrant

     Information concerning directors and executive officers of the Registrant
is incorporated herein by reference from the Company's l998 Proxy Statement
under the captions "Election of Directors" and "Executive Officers."

Item ll-Executive Compensation

     Information concerning management compensation is incorporated herein by
reference from the Company's l998 Proxy Statement under the caption "Executive
Compensation."

Item l2-Security Ownership of Certain Beneficial Owners and Management

     Information concerning security ownership of certain beneficial owners and
management is incorporated herein by reference from the Company's l998 Proxy
Statement under the caption "Security Ownership."

Item 13-Certain Relationships and Related Transactions

     Information concerning certain relationships and related transactions is
incorporated herein by reference from the Company's 1998 Proxy Statement under
the caption "Security Ownership."

                                     PART IV

Item l4-Exhibits,  Financial Statement Schedules and Reports on Form 8-K

(a)   The following consolidated financial statements of Andrew Corporation and
      subsidiaries, included in the l998 Annual Report to Stockholders, are
      incorporated by reference in Item 8 above:

      Consolidated Statements of Income
          years ended September 30, l998, 1997 and l996..................page 19

      Consolidated Balance Sheets
          September 30, l998 and 1997....................................page 20

      Consolidated Statements of Cash Flows
          years ended September 30, l998, l997 and l996..................page 21

      Consolidated Statements of Stockholders' Equity
          years ended September 30, l998, 1997 and l996..................page 22

      Notes to Consolidated Financial Statements.............pages 23 through 32

      Selected Quarterly Financial Information...........................page 33

      Report of Independent Auditors.....................................page 34
<PAGE>
Item 14 cont.
<TABLE>
<CAPTION>
         Exhibit Index:

         Exhibit No.      Description                              Reference
         -----------      -----------                              ---------
         <S>              <C>                                      <C>                       
         3.1(i)           Certificate of Incorporation             Filed as Exhibit 3.1(i) to Form 10-K for fiscal year ended
                                                                   September 30, 1994 and incorporated herein by reference.

         3.1(ii)          By-Laws of Registrant                    Filed as Exhibit 3.1(ii) to Form 10-K for fiscal
                                                                   year ended September 30, 1994 and incorporated herein by 
                                                                   reference.

         4.(a)            Note Agreement dated                     Filed as Exhibit 4(a) to Form 10-K for fiscal year
                          September 1, 1990                        ended September 30, 1992 and incorporated herein by reference.

         4.(a)a           First Amendment to Note                  Filed as Exhibit 4(a)a to Form 10-K for fiscal year 
                          Agreement dated                          ended September 30, 1992 and incorporated herein by
                          September 1, 1990                        reference.

         4.(b)            Stockholder Rights Agreement             Filed under Item 5 of Form 8-K dated November 14, 1996 
                          Dated November 14, 1996                  and incorporated herein by reference.

         10.(a)           Executive Severance Benefit Plan         Filed as Exhibit 10(a) to Form 10-Q for fiscal
            (i)           Agreement with Floyd L. English          quarter ended June 30, 1996 and incorporated herein
            (ii)          Agreement with Charles R. Nicholas       by reference.

         10.(a)a          Executive Severance Benefit Plan         Filed as Exhibit 10(a)a to Form 10-K for fiscal year
            (i)           Agreement with Thomas E. Charlton        ended September 30, 1993 and incorporated herein
            (ii)          Agreement with John B. Scott             by reference.

         10.(a)b          Executive Severance Benefit Plan         Filed as Exhibit 10(a)b to Form 10-Q for fiscal quarter
            (i)           Agreement with William B. Currer         ended June 30, 1993 and incorporated herein by reference.

         10.(a)c          Executive Severance Benefit Plan         Filed as Exhibit 10(a)c to Form 10-Q for fiscal quarter
            (i)           Agreement with Robert J. Hudzik          ended December 31, 1997 and incorporated herein by
            (ii)          Agreement with Debra B. Huttenburg       reference.

         10.(b)           Management Incentive Plan                Filed as Exhibit 10(c) to Form 10-K for fiscal year
                          Dated February 4, 1988                   ended September 30, 1993 and incorporated herein
                                                                   by reference.

         10.(c)           Non-employee Directors'
                          Stock Option Plan dated
                          February 10, 1998

         10.(d)           Credit Agreement dated as of             Filed as Exhibit 10(e) to Form 10-K for fiscal year
                          June 16, 1993                            ended September 30, 1993 and incorporated herein
                                                                   by reference.

         10.(d)a          First Amendment to Credit                Filed as Exhibit 10(d)a to Form 10-K for fiscal year
                          Agreement dated June 16, 1993            ended September 30, 1995 and incorporated herein
                                                                   by reference.
</TABLE>
<PAGE>
Item 14 cont.
<TABLE>
<CAPTION>
         Exhibit No.      Description                              Reference
         -----------      -----------                              ---------
         <S>              <C>                                      <C>                 
         10.(d)b          Second Amendment to Credit               Filed as Exhibit 10(d)b to Form 10-K for fiscal year
                          Agreement dated June 16, 1993            ended September 30, 1995 and incorporated herein
                                                                   by reference.

         10.(d)c          Third Amendment to Credit                Filed as Exhibit 10(d)c to Form 10-Q for fiscal quarter
                          Agreement dated June 16, 1993.           ended June 30, 1996 and incorporated herein by
                                                                   reference.

         10.(d)d          Guaranty dated as of                     Filed as Exhibit 10(d)d to Form 10-Q for fiscal quarter
                          April 11, 1996.                          ended June 30, 1996 and incorporated herein by
                                                                   reference.

         10.(d)e          Replacement Note dated as of             Filed as Exhibit 10(d)e to Form 10-Q for fiscal quarter
                          April 8, 1996.                           ended June 30, 1996 and incorporated herein by
                                                                   reference.

         10.(e)           Amended and Restated Employee 
                          Stock Purchase Plan adopted
                          November 12, 1998         

         10.(f)           Credit Agreement dated as of             Filed as Exhibit 10(f) to Form 10-K for fiscal year
                          November 1, 1997                         ended September 30, 1997 and incorporated herein by
                                                                   reference.

         10.(g)           Amended and Restated Employee
                          Retirement Benefit
                          Restoration Plan effective
                          October 1, 1998.

         10.(h)           May 4, 1998 Assignment Agreement         Filed as Exhibit 10 to Form 10-Q for fiscal quarter
                          between ABN-AMRO Bank N.V. and           ended June 30, 1998 and incorporated herein by
                          Bank Austria Aktiengesellschaft          reference.

         l3               l998 Annual Report to                    Those portions of the 1998 Annual Report to
                          Stockholders                             Shareholders expressly incorporated herein by
                                                                   reference.

         21               List of Significant Subsidiaries

         22               Proxy Statement in connection            
                          with Annual Meeting to be held
                          On February 9, 1999 (To be filed
                          within 120 days of the Registrant's
                          fiscal year end).

         23               Consent of Independent Auditors

         27               Financial Data Schedules

         99.(a)           Description of Common stock              Filed as Exhibit 99(a) to Form 10-K for fiscal year
                                                                   ended September 30, 1997 and incorporated herein by
                                                                   reference.
</TABLE>
(b)      Reports on  Form 8-K

         No reports on Form 8-K were filed during the quarter ended September
30, 1998.
<PAGE>
REPORT OF INDEPENDENT AUDITORS

To the Stockholders and Board of Directors
Andrew Corporation

We have audited the consolidated financial statements of Andrew Corporation and
subsidiaries listed in Item 14 (a) of the annual report on Form 10-K of Andrew
Corporation for the year ended September 30, 1998. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Andrew
Corporation and subsidiaries at September 30, 1998 and 1997, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended September 30, 1998 in conformity with generally
accepted accounting principles.

Ernst & Young LLP
Chicago, Illinois
October 23, 1998
<PAGE>
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on December 21, 1998.

                                                             Andrew Corporation

                                                      By   \s\ Floyd L. English
                                                               Floyd L. English
                                                       Chairman, President, and
                                                        Chief Executive Officer

                                                   
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below on December 21, 1998, by the following persons on behalf
of the Registrant in the capacities indicated.

\s\ Floyd L. English                              \s\ Thomas A. Donohoe
    Floyd L. English                                  Thomas A. Donohoe
    Chairman, President, Chief Executive Officer      Director
    and Director (Principal Executive Officer)

\s\ Charles R. Nicholas                           \s\ Kenneth J. Douglas
    Charles R. Nicholas                               Kenneth J. Douglas
    Executive Vice President and Chief Financial      Director
    Officer (Principal Financial Officer)

\s\ Gregory F. Maruszak                           \s\ Jere D. Fluno
    Gregory F. Maruszak                               Jere D. Fluno
    Vice President Finance                            Director
    (Principal Accounting Officer)
    

\s\ John G. Bollinger                             \s\ Ormand J. Wade
    John G. Bollinger                                 Ormand J. Wade
    Director                                          Director


\s\ Jon L. Boyes                               
    Jon L. Boyes                               
    Director                                   
<PAGE>
EXHIBIT INDEX

Item Number         Description
-----------         -----------
10.(c)              Non-employee Directors' Stock Option Plan
                    Dated February 10, 1998
10.(e)              Amended and Restated Employee Stock Purchase Plan
10.(g)              Employee Retirement Benefit Restoration Plan
                    Dated October 1, 1998
13                  1998 Annual Report to Stockholders
21                  List of Significant Subsidiaries
23                  Consent of Independent Auditors
27                  Financial Data Schedule