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, 1997.

                                       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 15, 1997 was $2,122,964,352. The number of outstanding
shares of the Registrant's common stock as of that date was 88,456,848.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the Registrant's Annual Report to Stockholders for the year ended
September 30, 1997 are incorporated by reference into Parts I and II.

Portions of the Proxy Statement for the annual stockholders' meeting to be held,
February 10, 1998 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 48% of Andrew's
net sales in 1997 and 1996 and 45% in 1995.

   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.

     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 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 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.

     During fiscal 1997 the Company operated in a dominant industry segment.
Andrew supplies coaxial cable and antenna system equipment to radio equipment
companies, dealers and distributors.  Andrew also supplies 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>
                                              Year Ended September 30
                                          1997             1996             1995
                                     --------------   --------------   --------------
<S>                                  <C>       <C>    <C>       <C>    <C>       <C>
(Dollars in thousands)

Coaxial Cable Systems and Bulk
  Cables                             $467,774   54%   $415,633   54%   $324,790   52%

Other Products and Services           183,557   21     133,645   18     129,022   20

Microwave Antenna Systems             153,905   18     153,231   20     122,576   20

Wireless Accessories                   64,239    7      63,498    8      48,355    8
                                     --------  ----   --------  ----   --------  ----

                                     $869,475  100%   $766,007  100%   $624,743  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
assemblies combine to form coaxial cable assemblies.

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

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.
<PAGE>
     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.

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, Russia, and China. Andrew's plants in
the United States also ship significant amounts of manufactured goods to export
markets. In Russia and Ukraine, Andrew participates in joint ventures that
operate fiber optic telecommunication networks.
<PAGE>
     During fiscal 1997 sales of products exported from the United States or
manufactured abroad were $414,749,000 or 48% of total sales compared with
$366,324,000, or 48% of total sales in fiscal 1996 and $282,621,000, or 45% of
total sales in fiscal 1995. Exports from the United States amounted to
$105,147,000 in fiscal 1997, $108,675,000 in fiscal 1996, and $101,305,000 in
fiscal 1995.

     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 30 of the 1997 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) 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 distributors. 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 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.

<PAGE>
MAJOR CUSTOMERS

     Andrew serves more than 6,000 customers in more than 170 countries. In
fiscal 1997, aggregate sales to the ten largest customers accounted for 31% of
total consolidated sales compared to 27% in 1996 and 28% in 1995. 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 and China. Microwave and earth station antennas are
manufactured in Canada, 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.

     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 1997, 1996 and 1995, Andrew spent
$41,076,000, $29,624,000, and $21,041,000, respectively on research and
development activities.

     Andrew holds approximately 320 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.

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.

<PAGE>
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
                                     ----------------------------------------
                                             (Dollars in thousands)
                                        1997                    1996
                                        --------                --------
       <S>                              <C>                     <C>
       Within 12 months                 $132,610                $152,205
       After 12 months                     5,950                  14,756
                                        --------                --------
                                        $138,560                $166,961
                                        ========                ========
</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, l997, Andrew had 4,227 employees, 3,042 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.

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.

<PAGE>
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 $17,254,000 in 1997,
$18,250,000 in 1996, and $22,337,000 in 1995. 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.

ITEM 2-PROPERTIES

Andrew has fourteen manufacturing facilities, forty engineering and sales
administration locations and sixteen 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                               56,000          Leased
Tinley Park, Illinois                           55,000          Leased
Sacramento, California                          54,000          Leased
                                             ---------
  U.S. sub-total                             1,308,000

Sorocaba, Sao Paulo, Brazil                    167,000          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                           536,000

                                             ---------
                            TOTAL            1,844,000
                                             =========

<FN>
The Company's properties are in good condition and are suitable for the purposes
for which they are used.
</FN>
</TABLE>
<PAGE>
     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 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.

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, l997.


                                     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.

     The Company had 5,480 holders of common stock of record at December 15,
1997.

     Information concerning the Company's stock price during the years ended
September 30, l997 and 1996 is incorporated herein by reference from Andrew's
l997 Annual Report to Stockholders, page 31. All prices represent high and low
closing 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, l997, $356,707,000 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 l997 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 l997 Annual Report to Stockholders, pages 13 through 16.

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
1997 Annual Report to Stockholders, pages 17 through 32.

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

     None

                                    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 l997 Proxy Statement
under the captions "Election of Directors" and "Executive Officers."

ITEM 11-EXECUTIVE COMPENSATION

     Information concerning management compensation is incorporated herein by
reference from the Company's l997 Proxy Statement under the caption
"Executive Compensation."

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 l997 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 1997 Proxy Statement under
the caption "Security Ownership."

                                     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 l997 Annual Report to
             Stockholders, are incorporated by reference in Item 8 above:


             Consolidated Statements of Income
                years ended September 30, l997, 1996 and l995............page 17

             Consolidated Balance Sheets
                September 30, l997 and 1996......................pages 18 and 19

             Consolidated Statements of Cash Flows
                years ended September 30, l997, l996 and l995............page 20

             Consolidated Statements of Stockholders' Equity
                years ended September 30, l997, 1996 and l995............page 21

             Notes to Consolidated Financial Statements......pages 22 through 31

           Selected Quarterly Financial Information......................page 31

           Report of Independent Auditors................................page 32

ITEM 14 CONT.
<PAGE>
<TABLE>
    (3)    EXHIBIT INDEX:
<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 herein 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 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 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.

         10.(f)         Credit Agreement dated as of
                        November 1, 1997

         11             Computation of Earnings
                        per Share

         l3             l997 Annual Report to               Those portions of the 1997 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      Filed December 19, 1997 and incorporated herein by
                        on February 10, 1998                reference.

         23             Consent of Independent Auditors

         27             Financial Data Schedules

         99.(a)         Description of Common stock
</TABLE>
    (b)    Reports on  Form 8-K

           No reports on Form 8-K were filed during the quarter ended September
30, 1997.

<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, 1997. 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, 1997 and 1996, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended September 30, 1997 in conformity with generally
accepted accounting principles.

/s/ Ernst & Young LLP
Chicago, Illinois
October 24, 1997

<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 23, 1997.

                                        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 23, 1997, 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\ Ormand J. Wade
   ---------------------                    ---------------------
       Jon L. Boyes                             Ormand J. Wade
       Director                                 Director

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

<PAGE>
<TABLE>
                              EXHIBIT INDEX
<CAPTION>
EXHIBIT NO.                   DESCRIPTION
--------------                ---------------
<S>                           <C>
10.(f)                        Credit Agreement dated as of November 1, 1997
11                            Computation of Earnings per Share
13                            Portions of 1997 Annual Report to Shareholders
                              Incorporated by Reference
21                            List of Significant Subsidiaries
23                            Consent of Independent Auditors
27.1                          Article 5 FDS for 09-30-97
27.2                          Restated Article 5 FDS for 09-30-96
27.3                          Restated Article 5 FDS for 09-30-95
99.(a)                        Description of Common Stock
</TABLE>