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, 1996.

                                       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. ( )

The  aggregate  market  value of  voting  stock  held by  non-affiliates  of the
Registrant as of November 30, 1996 was  $3,501,110,729.  The number of 
outstanding shares of the Registrant's common stock as of that date was 
60,489,128.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the  Registrant's  Annual Report to Stockholders  for the year ended
September 30, 1996 are incorporated by reference into Parts I and II.

Portions of the Proxy  Statement for the annual  stockholders'  meeting to be 
held February 11, 1997 are incorporated by reference into Part III.

<PAGE>
                                     PART I

ITEM 1-BUSINESS

GENERAL

     All  figures  presented  in  this  Form  10-K  as  well  as  any  documents
incorporated  by reference have been restated to reflect the recent  acquisition
by Andrew Corporation ("Andrew" or the "Company") of The Antenna Company,  which
was accounted for as a pooling of interests.

     Andrew 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,  electronic radar systems,  communication  reconnaissance
systems,  connectivity  devices for use in  communication  systems,  and related
ancillary  items and services.  These products are frequently sold as integrated
systems  rather than as separate  components.  In  addition,  the Company  sells
cellular antenna products and cellular  telephone  accessories.  Andrew conducts
manufacturing operations, primarily from thirteen locations in the United States
and from four  locations in other  countries.  Sales by non-U.S.  operations and
export sales from U.S.  operations  accounted for  approximately 47% of Andrew's
net sales in fiscal 1996, 44% in 1995, and 43% in 1994.

     During fiscal 1996, Andrew completed three  acquisitions which provided new
products and improved  accessibility to expanding markets. In December 1995, the
Company  purchased a 51% interest in Mapra  Industria e Comerico 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 also 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 the Satcom Group of Companies,  a
distributor of commercial products, located in South Africa.

     During the year the Company  operated in three  strategic  business  areas,
Commercial,  Government and Network.  The Commercial  business  supplies coaxial
cable and antenna system equipment to telecommunications  companies and agencies
and cellular  antenna  products and cellular  phone  accessories  through retail
distribution  channels of cellular service  providers.  The Government  business
supplies  specialized antenna systems,  electronic radar systems,  communication
reconnaissance  systems,  coaxial cable, standard antennas, and fully integrated
systems to various  United  States  government  agencies  and  friendly  foreign
governments.  The Network business  supplies products and services through value
added and other  resellers  to data  processing  organizations  that support the
interconnectivity needs of computer networks.

     Information   concerning   Andrew's  net  sales   (intersegment  sales  are
insignificant),  operating  profit  and  assets  employed  attributable  to each
business  area for fiscal  1996,  1995,  and 1994 is included  in the  "Industry
Segment Information" note to Consolidated Financial Statements on page 31 of the
1996 Annual Report to Stockholders and is incorporated herein by reference.

<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>

                                           Year Ended September 30
                                                                                 
                                1996               1995                1994
                                --------------------------------------------------------
<S>                             <C>        <C>     <C>         <C>     <C>         <C>

(Dollars in thousands)

Coaxial Cable Systems and Bulk
  Cables                        $415,633    52%    $324,790     49%    $248,613     42%

Microwave Antenna Systems        153,231    19      122,576     19      107,455     18

Special Antennas and Other        88,922    11       84,663     13      107,620     19

Wireless Accessories              63,498     8       48,355      7       34,065      6

Earth Station Antennas            32,830     4       28,840      4       19,246      3

Network Products                  27,569     4       39,217      6       52,208      9

Defense Electronics               11,892     2       15,519      2       19,026      3
                                --------   ----    ---------   ----    ---------   -----

                                $793,575   100%    $663,960    100%    $588,233    100%
                                ========   ====    ========    ====    ========    ====
</TABLE>
Sales for the  Company's  business  areas  during the last  three  years were as
follows:
<TABLE>
<CAPTION>
                                Year Ended September 30
                         1996          1995          1994
                         -------------------------------------
<S>                      <C>           <C>           <C>    
(Dollars in thousands)
Commercial               $731,347      $579,984      $487,579
Government                 34,063        41,455        43,611
Network                    27,568        39,217        52,208
Other                         597         3,304         4,835
                         --------      --------      --------
                         $793,575      $663,960      $588,233
                         ========      ========      ========
</TABLE>
<PAGE>
PRINCIPAL PRODUCTS

COMMERCIAL BUSINESS

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.

Andrew  sells its  semi-flexible  cables  and  waveguides  under  the  trademark
HELIAX(R).

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.

Special Antennas and Other:

     Andrew also  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
(shelters and towers) and the  installation of these  components to be part of a
"cellular system."

     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.  These systems  utilize the Company's
semi-flexible coaxial cable sold under the tradename RADIAX(R).

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 all included in this group. The recent  acquisition of
The Antenna  Company  increased  Andrew's  product  offering and opened domestic
distribution channels.

Earth Station 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.

<PAGE>
GOVERNMENT BUSINESS

Defense Electronics:

     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 which 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  which,  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.

Other Products:

     The  Company  also  supplies  specialized   microwave  antenna  systems  to
governmental agencies and the military. In addition,  coaxial cables are used in
military   countermeasure   devices,   radar  and  specialized   instrumentation
applications.

     Earth station antenna systems and special application antennas are used for
broadcasting  programs and  operational  traffic to military bases and telemetry
traffic associated with widely dispersed environmental monitoring stations.

     Andrew  also  manufactures  pedestals  and  electronic  controls  for radio
frequency and optical systems used in military and defense markets.

NETWORK BUSINESS

     Andrew designs,  manufactures and markets advanced  connectivity  solutions
for IBM mainframe, and token ring systems. Products include protocol convertors,
local area network (LAN) gateways,  terminal emulators,  file transfer software,
multistation  access units,  adapter cards,  repeaters,  bridges and routers. In
addition,  Andrew  supplies  channel  interface  products  which provide  direct
channel links between IBM or plug-compatible  host computers and non-IBM devices
and networks,  terminal to mainframe computer adapters and emulators for PCs and
printers, emulation for Macintosh devices and wiring products such as baluns and
star  panels  that  provide   cost-effective   wiring  connections  for  network
communications equipment.
<PAGE>

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,  the United Kingdom,  and Brazil.  Andrew's plants in the
United  States also ship  significant  amounts of  manufactured  goods to export
markets.  In Russia,  Andrew  participates  in joint ventures that operate fiber
optic telecommunication networks.

     During  fiscal 1996,  sales of products  exported from the United States or
manufactured  abroad  were  $376,743,000  (47% of  total  sales)  compared  with
$287,662,000  (44% of total sales) in fiscal 1995 and $250,067,000 (43% of total
sales) in fiscal 1994.  Exports from the United States  amounted to $112,648,000
in fiscal 1996, $103,090,000 in fiscal 1995, and $101,829,000 in fiscal 1994.

     Sales and income before income taxes on a country-by-country basis may 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 30 of the 1996 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  generally
mitigates these risks.


MARKETING AND DISTRIBUTION

COMMERCIAL BUSINESS

     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 in or
near Atlanta,  Dallas, Los Angeles, 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),  Tokyo (Japan),  and Zurich  (Switzerland).
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.

     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 commercial business also includes mobile cellular products such as 
antennas and cellular telephone accessories. These products are sold primarily 
through the retail distribution channels of cellular service providers.  In 
addition, mobile cellular products are sold to distributors who then resell 
these products to dealers and cellular carriers.

<PAGE>

GOVERNMENT BUSINESS

     The  specialized  needs  of the  Company's  customers  and  the  technology
required  to meet  those  needs  change  constantly.  Accordingly,  the  Company
stresses its engineering,  installation,  service and other support capabilities
to its government and military  customers.  To provide close  communication with
these  customers  and  to  discern   developments   and  trends  in  procurement
requirements,  the Company has established a team of sales engineers  located in
five  offices in the United  States  and one office in the United  Kingdom.  The
Company also utilizes sales  representatives in the United Kingdom,  Germany and
the Middle  East.  In  addition,  technical  program  support  and direct  sales
engineering are performed at each location. The Company places great emphasis in
its marketing on extensive personal contact and continuous consultation with its
customers in an attempt to meet current  technical  requirements and anticipated
future technical  requirements and to learn of upcoming  procurement programs in
which its products may have application.

NETWORK BUSINESS

     The Company's Network business  emphasizes  support of three major computer
connectivity market segments: mainframe interface, microcomputer to IBM midrange
access,  and token ring  local area  networking  (LAN).  Due to the  specialized
customer  needs  within these  markets,  each area has  distinct  marketing  and
distribution  channels.  Mainframe  products  are  sold  to  Original  Equipment
Manufacturers  (OEMs) and to a select group of  specialized  system  integrators
whose focus is on the mainframe computer user. In the midrange area, the Company
concentrates on a large group of highly  specialized  midrange  computer dealers
and Value-Added  Resellers (VARs).  LAN products are sold through a distribution
network of VARs, resellers and telesales. In addition, Andrew maintains business
partner  relationships  with a select group of systems  integrators  in order to
provide strong  high-end  product  support  channels for customers.  Service and
technical  support is an integral  part of the  Company's  sales program for all
product groups and is provided either by the VAR or directly by the factory.

MAJOR CUSTOMERS

     Andrew serves more than 6,000 customers in more than 130 countries.  In the
last  three  years,  aggregate  sales  to the  ten  largest  customers  averaged
approximately  26% of  aggregate  consolidated  sales.  No single  customer  has
accounted  for over 10% of  consolidated  annual  sales in any of the last three
years.

     In  fiscal  1996,  1995  and  1994,  direct  and  indirect  sales  to  U.S.
governmental  agencies  amounted to $18,250,000,  $22,337,000,  and $27,840,000,
respectively.

MANUFACTURING AND RAW MATERIALS

     Andrew generally develops, designs, fabricates,  manufactures and assembles
its products.  In the  Commercial  business,  cable and  waveguide  products are
produced at its plants in Illinois,  Brazil,  and the United Kingdom.  Microwave
and  earth  station   antennas  are   manufactured   in  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.  A
large number of the Company's  products  contain  multiple  microprocessors  for
which  proprietary  machine  readable  software  is  designed  by the  Company's
engineers and technicians.
<PAGE>

     Network  products  are  produced at plants in  California.  The  production
process principally entails the assembly of electronic components.

     Andrew considers its sources of supply for all raw materials to be adequate
and is not dependent  upon any single  supplier for any  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 1996, 1995 and 1994 Andrew spent
$33,003,000,  $25,124,000,  and  $26,611,000,   respectively,  on  research  and
development activities.

     Andrew  holds  approximately  273 active  patents  relating to its products
expiring at various times  between 1998 and 2004,  and attempts to obtain patent
protection for significant  developments whenever possible. The Company does not
consider  patents to be  material  to its  operations  nor would the loss of any
patents have a material adverse effect on operations.

COMPETITION

COMMERCIAL

     Many large  manufacturers of electrical or radio  equipment,  some of which
have substantially greater financial resources than Andrew, compete with some 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   which  require
sophisticated  technology and support services.  Andrew competes  principally on
the basis of product quality,  service, and continual technological  enhancement
of its products.

GOVERNMENT

     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.

NETWORK

     Within the corporate  network  communications  market,  Andrew's  principal
competitor is IBM which provides  similar products across Andrew's product line.
There are also  numerous  other  manufacturers  that  compete  with  portions of
Andrew's  product line.  Andrew's  principal  bases of  competition  within this
market are product quality and reliability and product support.

<PAGE>
BACKLOG AND SEASONALITY

     The following table sets forth the backlog of orders believed to be firm in
each of  Andrew's  businesses  (government  orders  included  herein  are funded
orders):
<TABLE>
<CAPTION>
                            Orders to be Shipped as of September 30
                              1996                         1995
                      ---------------------       ----------------------    
                                   (Dollars in thousands)
                       Within       After          Within        After
                      12 Months   12 Months       12 Months    12 Months
                      --------    ---------       ---------    ---------
<S>                   <C>         <C>             <C>          <C>    
Commercial            $144,700    $14,700         $115,600     $18,500
Government               7,500       ---             9,800        --
Network                  1,200       ---               800        --
                      --------    --------        ---------    --------
                      $153,400    $14,700         $126,200     $18,500
                      ========    ========        =========    ========
</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 may 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(s)  which might individually or in the aggregate have a
material adverse effect on the Company's financial condition.

EMPLOYEES

     At  September  30,  l996,  Andrew had 4,622  employees,  3,460 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  $18,250,000  in
fiscal 1996,  $22,337,000 in 1995, and $27,840,000 in 1994.  These contracts are
typically less than 12 months in duration.

     Andrew,  in common  with other  companies  which  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 which may change as contracts  progress.  Contract prices and
costs incurred are subject to Government Procurement  Regulations.  In addition,
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 seventeen  manufacturing  facilities,  thirty-nine  engineering and
sales  administration  locations  and  seven  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     Principal Use                Owned/Leased
--------                          ------------    -------------                ------------
<S>                               <C>             <C>                          <C>   
Orland Park, Illinois               551,000       Commercial and Government    Owned
Denton, Texas                       244,000       Commercial and Government    Owned
Newnan, Georgia                     109,000       Commercial                   Owned
Garland, Texas                       89,000       Government                   Owned
Itasca, Illinois                     78,000       Commercial                   Leased
Richardson, Texas                    68,000       Commercial                   Leased
Dolton, Illinois                     55,000       Commercial                   Leased
Addison, Illinois                    54,000       Commercial                   Leased
Tinley Park, Illinois                54,000       Commercial                   Leased
Sacramento, California               54,000       Commercial                   Leased
                                  ----------                                 
  U.S. sub-total                  1,356,000

Sorocaba, Sao Paulo, Brazil         143,000       Commercial                   Owned
Lochgelly, Fife, United Kingdom     132,000       Commercial and Government    Owned
Campbellfield, Victoria, Australia  115,000       Commercial and Government    Owned
Whitby, Ontario, Canada              92,000       Commercial and Government    Owned
                                  ----------                                 
  Non U.S. sub-total                482,000
                                  ----------
                       TOTAL      1,838,000
                                  ==========

<FN>
The Company's properties are in good condition and are suitable for the purposes
for which they are used.
</FN>
</TABLE>
      Andrew  owns a total of 664 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  which 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.

ITEM 4-SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no matters which required a vote of security  holders during
the three months ended September 30, l996.

<PAGE>
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 
National Market.

     The Company had 3,734 holders of Common Stock of record at December 18,
1996.

     Information  concerning  the  Company's  stock  price  during the years
ended September 30, l996 and 1995 is incorporated herein by reference from 
Andrew's l996 Annual Report to  Stockholders,  page 32. All prices  represent
high and low sales prices as reported by the Nasdaq National Market.

     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 which, among 
other things, provide restrictions on dividend payments.  At September 30, l996,
$307,812,000 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 l996 Annual Report to Stockholders, pages 34 and 35.

ITEM 7-MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS

     Information concerning this item is incorporated herein by reference from 
the l996 Annual Report to Stockholders, pages 14 through 18.

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 1996 Annual Report to Stockholders, pages 19 through 33.

ITEM 9-CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
FINANCIAL DISCLOSURES

None

<PAGE>
PART III

ITEM 10-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  l996 Proxy  Statement
under the captions  "Election of  Directors"  and  "Executive  Officers"  and
"Section 16(a) Beneficial Ownership Reporting Compliance."


ITEM 11-EXECUTIVE COMPENSATION

     Information  concerning  management  compensation is  incorporated  herein
by reference  from  the  Company's  l996  Proxy  Statement  under  the  captions
"Executive   Compensation",   "Director   Compensation,"   "Report   of   the
Compensation Committee of the Board of Directors" and "Company Performance."


ITEM 12-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 l996 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  1996 Proxy  Statement
under the caption "Security Ownership."

<PAGE>
PART IV
ITEM 14-EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) The following consolidated financial statements of Andrew Corporation and
subsidiaries,  included  in the  l996  Annual  Report  to  Stockholders,  are
incorporated by reference in Item 8:


   Consolidated Statements of Income
   years ended September 30, l996, 1995 and l994.........................page 19

   Consolidated Balance Sheets
   September 30, l996 and 1995...................................pages 20 and 21

   Consolidated Statements of Cash Flows
   years ended September 30, l996, l995 and l994.........................page 22

   Consolidated Statements of Stockholders' Equity
   years ended September 30, l996, 1995 and l994.........................page 23

   Notes to Consolidated Financial Statements................pages 24 through 31

   Selected Quarterly Financial Information..............................page 32

   Report of Independent Auditors........................................page 33

<PAGE>
ITEM 14 CONT.

  (3)    EXHIBIT INDEX:
<TABLE>
<CAPTION>
         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 herin by reference.

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

         4.(b)           Stockholder Rights Agreement            Filed as Exhibit 4 to Form 8-A dated November 18, 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 quarter ended
            (i)          Agreement with Floyd L. English         June 30, 1996 and incorporated herein by reference.
            (ii)         Agreement with Charles R. Nicholas

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

         10.(a)b         Executive Severance Benefit Plan        Filed as Exhibit 10(a)b to Form 10-Q for fiscal quarter ended
              (i)        Agreement with William B. Currer        June 30, 1996 and incorporated herein by reference.

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

         10.(c)          Non-employee  Directors'                Filed as Exhibit 10(d) to Form 10-K for fiscal year ended
                         Stock  Option  Plan dated               September 30, 1993 and incorporated  herein  by reference.
                         February 4, 1988.

         10.(d)          Credit  Agreement dated as of           Filed as Exhibit 10(e) to Form  10-K  for fiscal year ended
                         June  16,   1993.                       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 ended  
                         Agreement dated June 16,  1993.         September 30, 1995 and incorporated herein by reference.

         10.(d)b         Second  Amendment to Credit             Filed as Exhibit  10(d)b to Form 10-K for fiscal  year ended
                         Agreement dated June 16, 1993.          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 ended 
                         Agreement dated June 16,  1993.         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 ended
                         April 11, 1996.                         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 ended 
                         April 8, 1996.                          June 30, 1996 and incorporated herein by reference.

         10.(e)          1994 Employee Stock Purchase            Filed with Proxy statement in connection with 
                         Plan                                    Annual Meeting held February 2, 1994.

         11              Computation of Earnings
                         per Share

         l3              l996 Annual Report to                   Those portions of the 1996 Annual Report to Shareholders
                         Stockholders                            expressly incorporated herein by reference.

         21              List of Significant Subsidiaries

         22              Proxy Statement in connection
                         with Annual Meeting to be held
                         on February 11, 1997   (To be
                         filed within 120 days of the
                         Registrant's fiscal year end.)
<PAGE>
         23              Consent of Independent Auditors

         27              Financial Data Schedules

</TABLE>

(b)      Reports on  Form 8-K

         On September 20, 1996,  the Company filed a restated 1995 Annual Report
under Item 5 of Form 8-K.  Andrew  restated  the 1995  Annual  Report due to the
acquisition  of The  Antenna  Company  which was  accounted  for as a pooling of
interests.  In  compliance  with the  accounting  for a pooling of interests all
prior  financial  data has been restated to include the results of operations of
The Antenna Company.

<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, 1996.  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, 1996 and 1995, and
   the consolidated results of their operations and their cash flows for each of
   the three years in the period ended  September  30, 1996 in  conformity  with
   generally accepted accounting principles.

   /s/ Ernst & Young LLP
   Chicago, Illinois
   October 25, 1996



<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 20,
1996.

                                          Andrew Corporation

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

                                          By  \s\ Charles R. Nicholas
                                          ---------------------------
                                                  Charles R. Nicholas
                                          Executive Vice President and
                                          Chief Financial Officer

                                          By  \s\ Gregory F. Maruszak
                                          ---------------------------
                                                  Gregory F. Maruszak
                                          Vice President and Controller


     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,
this report has been signed below on December 20,1996, by the following
persons on behalf of the Registrant in the capacities indicated.


   \s\ John G. Bollinger                  \s\ Jere D. Fluno
   ----------------------                 ------------------------
       John G. Bollinger                      Jere D. Fluno
       Director                               Director

   \s\ Jon L. Boyes                       \s\ Carole M. Howard 
   ----------------------                 ------------------------
       Jon L. Boyes                           Carole M. Howard
       Director                               Director

   \s\ George N. Butzow                   \s\ Ormand J.  Wade  
   ---------------------                  ------------------------
       George N. Butzow                       Ormand J.  Wade
       Director                               Director

   \s\ Kenneth J. Douglas
   -----------------------
       Kenneth J. Douglas
       Director

<PAGE>
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO.         DESCRIPTION
-----------         -----------
<S>                 <C>    
11                  Computation of Earnings per Share
13                  Portions of 1996 Annual Report to Shareholders
                    Incorporated by Reference
21                  List of Significant Subsidiaries
23                  Consent of Independent Auditors
27                  Financial Data Schedule
</TABLE>