DESCRIPTION OF CAPITAL STOCK


COMMON STOCK

     Andrew Corporation ("Andrew" or the "Company") has 400,000,000 authorized
shares of Common Stock, $.01 par value (the "Common Stock"), of which
89,657,334 shares were issued and outstanding on September 30, 1997. The Common
Stock is listed and traded on The Nasdaq Stock Market under the symbol "ANDW."

     Each outstanding share of Andrew Common Stock is entitled to one vote. In
all matters other than the election of members of Andrew's Board of Directors
and certain fundamental transactions, stockholder action is approved by a
majority vote of the holders of Andrew Common Stock present in person or
represented by proxy at the meeting. The members of Andrew's Board of Directors
are elected by a plurality vote of the holders of Andrew Common Stock present in
person or represented by proxy at the meeting. Andrew's Board is not classified
and Andrew's Certificate of Incorporation does not provide for cumulative
voting.

     Holders of Andrew Common Stock are entitled to such dividends as the Board
of Directors may declare out of funds legally available therefor. It is the
present policy of Andrew's Board of Directors to retain earnings in the business
to finance Andrew's operations and investments, and Andrew 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 and repurchases of Common Stock. At September 30, 1997, $356,707,000
was not restricted for purposes of such payments.


RIGHTS

     The Company has adopted a Stockholder Rights Plan, in the form of a Rights
Agreement, under which each share of Common Stock has associated with it one
common stock purchase right (a "Right"). Each Right entitles the holder to
purchase, under the circumstances described below, one share of Common Stock for
a price of $333.33, subject to adjustment pursuant to the Rights Agreement. The
Rights are not currently exercisable and, until they are exercisable, are
transferable only with the related shares of Common Stock. Separate Rights
certificates will be distributed when the Rights become exercisable. The holder
of a Right has no rights as a stockholder of the Company, including the right to
vote or to receive dividends. The Rights will expire at the close of business on
December 16, 2006, unless redeemed by the Company prior to such date.

     The Rights become exercisable at the specified exercise price upon the
earlier to occur of (i) 10 days after a public announcement that any person or
group, other than the Company and certain related entities (an "Excluded
Person") has acquired (an "Acquiring Person") beneficial ownership of 15% or
more of the outstanding shares of Common Stock and (ii) 10 business days (unless
delayed by the Board of Directors) after any person or group (other than an
Excluded Person) has commenced, or announced the intention to commence, a tender
or exchange offer that would, upon its consummation, result in such person or
group being the beneficial owner of 15% or more of the outstanding shares of
Common Stock.

     In the event that any person or group  becomes an  Acquiring
Person, each holder of a Right, other than the Acquiring Person (whose Rights
thereafter will be void), is entitled to purchase that number of shares of
Common Stock having a market value at the time of such acquisition of two times
the exercise price of the Right. After a person or group has become an Acquiring
Person, if the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are sold,
each holder of a Right is entitled to purchase that number of shares of common
stock of the acquiring company that at the time of such acquisition has a market
value of two times the exercise price of the Right.

     The Rights are redeemable, as a whole, at a redemption price of $.001 per
Right, subject to adjustment, at any time prior to the acquisition by a person
or group of beneficial ownership of 15% or more of the outstanding shares of
Common Stock.

     At any time after any person or group becomes an Acquiring Person and
before such Acquiring Person acquires 50% or more of the outstanding shares of
Common Stock, the Board of Directors may exchange the Rights (other than Rights
that have become void) in whole or in part, at an exchange ratio of one share of
Common Stock per Right (subject to adjustment), or cash, other equity or debt
securities of the Company, other assets, or any combination of the foregoing,
having an aggregate value equal to the then current market price of one share of
Common Stock.

     Anti-Takeover Effects of Rights. Although the Rights are not intended to
prevent an acquisition of the Company on terms that are favorable and fair to
all stockholders, the Rights may discriminate against a prospective holder of
Andrew Common Stock as a result of such holder owning a substantial amount of
shares and may have the effect of delaying, deferring or preventing a change in
control of Andrew. The Rights should not interfere, however, with any merger or
business combination approved by the Company's Board of Directors since the
Rights may be redeemed by the Company prior to the time that a person or group
becomes an Acquiring Person. Nonetheless, by causing substantial dilution to a
person or group that attempts to acquire the Company on terms not approved by
the Company's Board of Directors, the Rights may interfere with certain
acquisitions, including acquisitions that may offer a premium over market price
to some or all of the Company's stockholders.

CERTAIN CORPORATE PROVISIONS

     Acquisition Proposals. Andrew's Certificate of Incorporation provides that
the Board of Directors is entitled to consider subjective factors in determining
whether an acquisition proposal is in the best interests of the Company and its
stockholders. Such subjective factors include the social, legal and economic
effects upon employees, suppliers, customers and the Company's business
community as well as the Company's long-term business prospects. The Certificate
of Incorporation broadly defines acquisition proposals to include any tender
offer, exchange offer or other method of acquiring equity securities of the
Company to gain control, merger, consolidation or purchase of all or
substantially all of the property and assets of the Company.

     Special Meetings of Stockholders; No Stockholder Action By Written Consent.
The Certificate of Incorporation and By-laws provide that special meetings of
stockholders of the Company may be called only by a majority of the Board of
Directors. In addition, the Certificate of Incorporation and By-laws provide
that the stockholders of the Company may only take actions at a duly called
annual or special meeting of stockholders and may not take action by written
consent.

     Advance Notice Requirements for Stockholder Proposals and Nomination of
Directors. The By-laws provide that stockholders seeking to bring business
before, or nominate directors at, any annual meeting of stockholders, must
provide timely notice thereof in writing. To be timely, a stockholder's notice
must be given in writing to the Secretary of the Company not more than 90 days
in advance of the anniversary of the prior year's annual meeting. With respect
to business to be transacted or elections to be held at a special meeting of
stockholders, written notice must be given to the Secretary not more than 10
days after the date on which notice of the special meeting is given to such
stockholder. The By-laws also specify certain requirements for a stockholder's
notice to be in proper written form.

DELAWARE ANTI-TAKEOVER LAW

     Section 203 of the Delaware General Corporation Law prohibits certain
transactions between a Delaware corporation and an "interested stockholder,"
which is defined as a person who, together with any affiliates or associates of
such person, beneficially owns, directly or indirectly, 15% or more of the
outstanding voting shares of a Delaware corporation. This provision prohibits
certain business combinations (defined broadly to include mergers,
consolidations, sales or other dispositions of such assets having an aggregate
value in excess of 10% of the consolidated assets of the corporation, and
certain transactions that would increase the interested stockholder's
proportionate share ownership in the corporation) between an interested
stockholder and a corporation for a period of three years after the date the
interested stockholder becomes an interested stockholder, unless (i) the
business combination is approved by the corporation's board of directors prior
to the date the interested stockholder becomes an interested stockholder, (ii)
the interested stockholder acquired at least 85% of the voting stock of the
corporation (other than stock held by directors who are also officers or by
certain employee stock plans) in the transaction in which it becomes an
interested stockholder or (iii) the business combination is approved by a
majority of the board of directors and by the affirmative vote of 662/3% of the
outstanding voting stock that is not owned by the interested stockholder.