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SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

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Form 10-Q

(Mark-One)

|/x/ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ---------------------------------------------------------------------------------------

For the quarterly period ended June 30, 2001.

OR

|/ / | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission file number 001-14617

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

DELAWARE

36-2092797(State or other jurisdiction of incorporation or organization)

(IRS Employer 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)

No Change(Former name, former address and former fiscal year, if changed since last report)

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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
the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date.

Common
Stock, $.01 Par Value81,395,864 shares as of July 31, 2001

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INDEX  ANDREW CORPORATION

|PART I.    |  | FINANCIAL INFORMATION                                                                 
|---------- |  | --------------------------------------------------------------------------------------
|Item 1.    |  | Financial Statements (Unaudited)                                                      
|           |  | Consolidated balance sheetsJune 30, 2001 and September 30, 2000.                     
|           |  | Consolidated statements of incomeThree and nine months ended June 30, 2001 and 2000. 
|           |  | Consolidated statements of cash flowsNine months ended June 30, 2001 and 2000.       
|           |  | Notes to consolidated financial statementsJune 30, 2001.                             
|Item 2.    |  | Management's Discussion and Analysis of Financial Condition and Results of Operations.
|PART II.   |  | OTHER INFORMATION                                                                     
|Item 6.    |  | Exhibits and Reports on Form 8-K.                                                     
|SIGNATURES |  |                                                                                       

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PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

ANDREW CORPORATION
CONSOLIDATED BALANCE SHEET
(In Thousands)

|                                                                                                                     |                               | June 30
2001 |          | September 30
2000 |  
|-------------------------------------------------------------------------------------------------------------------- | ----------------------------- | ------------ | -------- | ----------------- | -
|
|ASSETS                                                                                                               |                               |              |          |                   |  
|Current Assets                                                                                                       |                               |              |          |                   |  
|Cash and cash equivalents                                                                                            |                               | $            | 88,864   |                   | $
|Accounts Receivable, less allowances (June$3,992; September $2,983)                                                |                               |              | 227,523  |                   |  
|Inventories                                                                                                          |                               |              |          |                   |  
|                                                                                                                     | Finished products             |              |          | 73,920            |  
|                                                                                                                     | Materials and work in process |              |          | 124,675           |  
|                                                                                                                     |                               |              |          |                   |  
|                                                                                                                     |                               |              | 198,595  |                   |  
|Miscellaneous current assets                                                                                         |                               |              | 8,110    |                   |  
|                                                                                                                     |                               |              |          |                   |  
|Total Current Assets                                                                                                 |                               |              | 523,092  |                   |  
|Other Assets                                                                                                         |                               |              |          |                   |  
|Cost in excess of net assets of businesses acquired, less accumulated amortization (June$12,016; September$8,625)  |                               |              | 35,033   |                   |  
|Investments in and advances to affiliates                                                                            |                               |              | 41,219   |                   |  
|Other assets                                                                                                         |                               |              | 6,580    |                   |  
|Property, Plant, and Equipment                                                                                       |                               |              |          |                   |  
|Land and land improvements                                                                                           |                               |              | 19,680   |                   |  
|Building                                                                                                             |                               |              | 101,965  |                   |  
|Equipment                                                                                                            |                               |              | 403,881  |                   |  
|Allowances for depreciation                                                                                          |                               |              | (313,855 | )                 |  
|                                                                                                                     |                               |              |          |                   |  
|                                                                                                                     |                               |              | 211,671  |                   |  
|                                                                                                                     |                               |              |          |                   |  
|Total Assets                                                                                                         |                               | $            | 817,595  |                   | $
|                                                                                                                     |                               |              |          |                   |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                 |                               |              |          |                   |  
|Current Liabilities                                                                                                  |                               |              |          |                   |  
|Notes payable                                                                                                        |                               |              | 40,376   |                   |  
|Accounts payable                                                                                                     |                               |              | 54,366   |                   |  
|Accrued expenses and other liabilities                                                                               |                               |              | 19,949   |                   |  
|Compensation and related expenses                                                                                    |                               |              | 22,040   |                   |  
|Income taxes                                                                                                         |                               |              | 4,810    |                   |  
|Current portion of long-term debt                                                                                    |                               |              | 25,568   |                   |  
|                                                                                                                     |                               |              |          |                   |  
|Total Current Liabilities                                                                                            |                               |              | 167,109  |                   |  
|Deferred Liabilities                                                                                                 |                               |              | 24,918   |                   |  
|LONG-TERM DEBT, less current portion                                                                                 |                               |              | 44,836   |                   |  
|MINORITY INTEREST                                                                                                    |                               |              | 2,205    |                   |  
|STOCKHOLDERS' EQUITY                                                                                                 |                               |              |          |                   |  
|Common stock (par value, $.01 a share:
400,000,000 shares authorized;
102,718,210 shares issued, including treasury) |                               |              | 1,027    |                   |  
|Additional paid-in capital                                                                                           |                               |              | 65,755   |                   |  
|Retained earnings                                                                                                    |                               |              | 802,460  |                   |  
|Accumulated other comprehensive income                                                                               |                               |              | (44,940  | )                 |  
|Treasury stock, at cost (21,322,346 shares in June;
21,476,101 shares in September)                                  |                               |              | (245,775 | )                 |  
|                                                                                                                     |                               |              |          |                   |  
|                                                                                                                     |                               |              | 578,527  |                   |  
|                                                                                                                     |                               |              |          |                   |  
|TOTAL LIABILITIES AND EQUITY                                                                                         |                               | $            | 817,595  |                   | $
|                                                                                                                     |                               |              |          |                   |  

See
Notes to Consolidated Financial Statements

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ANDREW CORPORATION
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(In thousands, except per share amounts)

|                                     |         | Three Months Ended
June 30 |         | Nine Months Ended
June 30 |  
|------------------------------------ | ------- | -------------------------- | ------- | ------------------------- | -
|
|Sales                                |         | $                          | 241,798 |                           | $
|Cost of products sold                |         |                            | 167,999 |                           |  
|                                     |         |                            |         |                           |  
|Gross Profit                         |         |                            | 73,799  |                           |  
|Operating Expenses                   |         |                            |         |                           |  
|Research and development             |         |                            | 11,340  |                           |  
|Sales and administrative             |         |                            | 43,046  |                           |  
|                                     |         |                            |         |                           |  
|                                     |         |                            | 54,386  |                           |  
|                                     |         |                            |         |                           |  
|Operating Income                     |         |                            | 19,413  |                           |  
|Other                                |         |                            |         |                           |  
|Interest expense                     |         |                            | 1,617   |                           |  
|Interest income                      |         |                            | (639    | )                         |  
|Other expense, net                   |         |                            | 440     |                           |  
|                                     |         |                            |         |                           |  
|                                     |         |                            | 1,418   |                           |  
|                                     |         |                            |         |                           |  
|Income Before Taxes                  |         |                            | 17,995  |                           |  
|Income taxes                         |         |                            | 5,758   |                           |  
|                                     |         |                            |         |                           |  
|Net Income                           |         | $                          | 12,237  |                           | $
|                                     |         |                            |         |                           |  
|Basic and Diluted Earnings per Share |         | $                          | 0.15    |                           | $
|                                     |         |                            |         |                           |  
|Average Shares Outstanding           |         |                            |         |                           |  
|                                     | Basic   |                            |         | 81,395                    |  
|                                     |         |                            |         |                           |  
|                                     | Diluted |                            |         | 81,488                    |  
|                                     |         |                            |         |                           |  

See
Notes to Consolidated Financial Statements

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ANDREW CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands)

|                                             |                                                               | Nine Months Ended
June 30 |        
|-------------------------------------------- | ------------------------------------------------------------- | ------------------------- | -------
|
|Cash Flows from Operations                   |                                                               |                           |        
|Net income                                   |                                                               | $                         | 41,329 
|Adjustments to Net Income                    |                                                               |                           |        
|                                             | Restructuring costs                                           |                           |        
|                                             | Depreciation and amortization                                 |                           |        
|                                             | Decrease (increase) in accounts receivable                    |                           |        
|                                             | Decrease (increase) in inventories                            |                           |        
|                                             | Decrease in misc. current and other assets                    |                           |        
|                                             | Decrease in receivables from affiliates                       |                           |        
|                                             | (Decrease) increase in accounts payable and other liabilities |                           |        
|                                             | Other                                                         |                           |        
|                                             |                                                               |                           |        
|Net Cash From Operations                     |                                                               |                           | 110,419
|Investing Activities                         |                                                               |                           |        
|                                             | Capital expenditures                                          |                           |        
|                                             | Acquisition of businesses, net of cash acquired               |                           |        
|                                             | Investments in and advances to affiliates, net                |                           |        
|                                             | Proceeds from sale of property, plant and equipment           |                           |        
|                                             |                                                               |                           |        
|Net Cash Used in Investing Activities        |                                                               |                           | (51,075
|Financing Activities                         |                                                               |                           |        
|                                             | Long-term debt payments, net                                  |                           |        
|                                             | Notes Payable (payments) borrowings, net                      |                           |        
|                                             | Purchase of treasury stock                                    |                           |        
|                                             | Stock purchase and option plans                               |                           |        
|                                             |                                                               |                           |        
|Net Cash (Used In) From Financing Activities |                                                               |                           | (12,951
|Effect of exchange rates on cash             |                                                               |                           | (2,394 
|                                             |                                                               |                           |        
|Total Increase (Decrease) for the period     |                                                               |                           | 43,999 
|Cash and equivalents at beginning of period  |                                                               |                           | 44,865 
|                                             |                                                               |                           |        
|Cash and equivalents at end of period        |                                                               | $                         | 88,864 
|                                             |                                                               |                           |        

See
Notes to Consolidated Financial Statements

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ANDREW CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE ABASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended June 30, 2001 are not necessarily indicative of the
results that may be expected for the year ending September 30, 2001. For further information, refer to the consolidated financial statements and footnotes thereto included in the company's
annual report on Form 10-K for the year ended September 30, 2000.

NOTE BEARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share:

|                             |                                     | Three Months Ended
June 30 |        | Nine Months Ended
June 30
|---------------------------- | ----------------------------------- | -------------------------- | ------ | -------------------------
|
|BASIC EARNINGS PER SHARE     |                                     |                            |        |                          
|Numerator:                   |                                     |                            |        |                          
|                             | Net income                          |                            | $      | 12,237                   
|Denominator:                 |                                     |                            |        |                          
|                             | Weighted average shares outstanding |                            |        | 81,395                   
|                             |                                     |                            |        |                          
|Net income per sharebasic   |                                     | $                          | 0.15   |                          
|                             |                                     |                            |        |                          
|DILUTED EARNINGS PER SHARE   |                                     |                            |        |                          
|Numerator:                   |                                     |                            |        |                          
|                             | Net Income                          |                            | $      | 12,237                   
|Denominator:                 |                                     |                            |        |                          
|                             | Weighted average shares outstanding |                            |        | 81,395                   
|                             | Effect of dilutive securities:      |                            |        |                          
|                             |                                     | Stock options              |        |                          
|                             |                                     |                            |        |                          
|                             |                                     |                            | 81,488 |                          
|                             |                                     |                            |        |                          
|Net income per sharediluted |                                     | $                          | 0.15   |                          
|                             |                                     |                            |        |                          

Options
to purchase 4,430,744 shares of common stock, at prices ranging from $17.81$38.17 per share, were not included in the computation of diluted earnings per share
for June 2001 because the options' exercise prices were greater than the average market price of the common shares. Options to purchase 491,550 shares of common stock, at prices ranging from
$37.25$38.17 per share, were not included in the diluted earnings per share calculation for June 30, 2000 because the options' exercise prices were higher than the average market
price of the common shares.

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NOTE CBUSINESS AQUISITIONS

In January 2001, the company purchased the 30% minority interest in the company's Brazilian operations for $7.0 million, giving the company 100%
ownership of this operation. The $7.0 million purchase price consists of a $6.0 million cash payment and $1.0 million payable within a year of the purchase. This acquisition was
accounted for as a purchase, resulting in $0.3 million of goodwill. Pro forma net income, assuming this acquisition occurred on October 1, 2000, would not have been materially different
from the reported results of operations.

NOTE DCOMPREHENSIVE INCOME

Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" requires the company to report foreign currency translation
adjustments as well as the change in fair value of derivatives designated as hedges, as a component of other comprehensive income. Comprehensive income for the three months ended June 30, 2001
and 2000 amounted to $8,601,000 and $18,788,000 respectively. Comprehensive income for the nine months ended June 30, 2001 and 2000 amounted to $32,190,000 and $47,698,000, respectively.

NOTE ERECENTLY ISSUED ACCOUNTING POLICIES

In July 2000, the FASB's Emerging Issues Task Force (EITF) reached a conclusion on EITF Issue 00-10, accounting for shipping and handling
fees and costs. The company will adopt EITF Issue 00-10 starting in the fourth quarter of fiscal year 2001. Adoption of Issue 00-10 will not have a material effect on the
company's financial statements. EITF Issue 00-10 requires that shipping and handling expenses billed to customers be recorded as part of sales revenue. The related expenses are required to
be recorded in cost of products sold or elsewhere in the income statement with adequate disclosure. The company currently passes any shipping costs on to its customers at cost and does not record any
shipping charges as part of sales revenue or cost of products sold. Adoption of EITF Issue 00-10 will not impact income or gross profit but will cause the gross profit percentage to
decrease from what has historically been reported.

In
December 1999, the staff of the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 101, "Revenue Recognition in Financial
Statements." The company will adopt SAB No. 101 in the fourth quarter of fiscal year 2001. Adoption of SAB No. 101 is not expected to have a material effect on the company's financial
statements.

In
June 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 141, Business Combinations, and No. 142, Goodwill
and Other Intangible Assets, effective for fiscal years beginning after December 15, 2001. Under the new rules, goodwill will no longer be amortized but will be subject to annual impairment
tests in accordance with the Statements. Other intangible assets will continue to be amortized over their useful lives. The company is required to adopt the new rules on accounting for goodwill and
other intangible assets beginning in the first quarter of its fiscal year 2003, however the company may choose to early adopt these new rules and implement these changes in the first quarter of fiscal
year 2002. Application of the nonamortization provisions of the Statement is expected to result in an increase in annual net income of $4.6 million or $.06 per share. Upon adoption of these
Statements, the company will be required to perform the first of the annual impairment tests of goodwill. The company has yet to determine what the effect of these tests will be on the earnings and
financial position of the company.

NOTE FADOPTION OF NEW ACCOUNTING POLICIES

As of October 1, 2001, the company has adopted the Financial Accounting Standard Board's (FASB) statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities," as amended by FASB statement No. 138.  These statements require that all derivatives be recorded on

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the balance sheet at fair value. Derivatives that are not designated as hedges must be adjusted to fair value through income. Changes in the fair value of derivatives designated as hedges will either
be offset against the hedged item or in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of the change in fair value of derivatives that are
designated as hedges will be immediately recognized into earnings. The adoption of these FASB statements did not have a material effect on the company's results of operations.

At
June 30, 2001, the company had several forward contracts in place to hedge the expected cash flow from an inter-company, Canadian dollar debt instrument. The fair value of
these forward contracts resulted in an asset of $0.1 million as of June 30, 2001. The perfectly effective portion of the change in fair value of these hedge instruments has been offset
by the change in value of this debt instrument or recorded in other comprehensive income. The ineffective portion of these cash flow hedges has been recognized into earnings and has not had a material
impact on earnings.

NOTE GSEGMENT

The company manages its business as one operating segment. This segment serves commercial markets, including coaxial cable, terrestrial microwave systems,
wireless accessories and other products and services.

NOTE HSUBSEQUENT EVENTS

After the quarter ended the company made two acquisitions. In July, the company acquired selected assets of Deltec Telesystems International LTD, of
Wellington, New Zealand for approximately $6.0 million. Deltec is a leading supplier of remotely adjustable electrical downtilt base station antennas. In August, the company also acquired Micro
Pulse, a Camarillo, California-based global manufacturer of wireless and Global Positioning System (GPS) antennas, for approximately $7.0 million.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Sales for the quarter ended June 30, 2001 were $241.8 million, 6.7% lower than the same period last fiscal year.  While sales
were up sharply in Asia, they declined in all other geographic regions. In total, wireless infrastructure sales increased slightly for the third quarter of fiscal year 2001, compared to the third
quarter of fiscal year 2000.  This increase was due to a substantial increase in China, which was offset by declines in other major market areas. Wireless infrastructure sales
remained weak in the U.S. as major carriers continued to defer their spending. Fixed telecommunications network sales decreased
sharply, primarily due to lower equipment shelter sales in the U.S. Sales to the broadcast, government and other markets declined, mostly in the U.S. From a product standpoint, cable and terrestrial
microwave sales decreased in all major market areas, except the Asia-Pacific region, which saw strong gains in China. Other antenna and support product sales declined, due to decreases in
equipment shelters, earth station antennas and LMDS / MMDS antennas. This decrease was partially offset by strong base station antenna sales. Wireless accessories decreased, due to a decrease in
consumer accessory sales and a small decrease in sales to the automotive telematics market.

Sales
for the nine months ended June 30, 2001, were $756.8 million, 2.9% higher than the same period last fiscal year. This growth in sales was due to the 20.1% increase
in sales in the first quarter of the fiscal year 2001 versus the first quarter of fiscal year 2000. Wireless infrastructure sales increased for the nine months ended June 2001 compared to the
same period for 2000. This increase was driven by sales in China and offset by a decrease in sales in the U.S. and Latin America. Fixed telecommunication sales declined mainly due to a decrease in
equipment shelter sales. Broadcast, government and other sales decreased mostly in the U.S. From a product standpoint, cable sales were essentially flat with the Asian market showing strong gains and
other major markets down compared to 2000. Terrestrial microwave sales grew in every market except Europe. Other antennas and support product sales decreased mainly due to lower equipment shelter
sales. Wireless accessories increased for the nine months due to growth in sales to the automotive telematics market.

Gross
margin as a percentage of sales for the third quarter decreased to 30.5% from the 32.8% for the third quarter of 2000. The decrease in margin percentage was largely driven by
pricing pressure, especially lower cable prices. The impact of pricing was partially offset by cost reduction efforts and improved product mix. On a sequential basis, gross margin improved
2.0 percentage points from the 28.5% for the second quarter of 2001, due to cost reduction efforts and improved product mix. On a year to date basis, the gross margin percentage was 30.5%,
decreasing 2.0 percentage points from 32.5% for the first nine months of 2000. The year to date decline in margin percentage was largely driven by pricing pressure and partially offset by cost
reductions and productivity improvements.

Operating
expenses as a percentage of sales were 22.5% and 19.4% for the quarters ending June 30, 2001 and 2000, respectively. The $4.1 million or 8.1% increase in
operating expenses was driven by a $0.7 million increase in research and development expense and a $3.2 million increase in administrative expense. Research and development expense
increased $0.7 million as the company continued to expand its efforts to develop new products and markets, such as power amplifiers and broadband wireless products.  
Administrative expenses increased $3.2 million largely due to higher employee benefit costs and increased management information systems expenses. On a sequential basis, operating expenses
remained flat, increasing only 0.6%. For the nine months ended June 30, 2001, operating expenses increased to 21.6% of sales compared to 20.4% for the first nine months of 2000. The
$12.8 million or 8.5% increase was largely driven by a 20.9% or $6.1 million increase in research and development expense and a 7.7% or $4.2 million increase in sales and
marketing related expenses. The company has increased its efforts in 2001 to develop new products and enter into new markets.

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Sales and marketing expenses have increased as the company has expanded its efforts to increase sales, especially in Asia.

Other
expenses decreased $2.7 million to $1.4 million for the quarter ending June 30, 2001, compared to the third quarter of 2000. This was mainly driven by a
decrease in interest expense and lower foreign exchange losses. Interest expense decreased $1.0 million in the quarter because the company has reduced the amount of short-term U.S.
dollar debt under its revolving credit agreement during 2001. Foreign exchange losses decreased by $1.0 million for the third quarter of 2001 compared to the third quarter of 2000. This
decrease in foreign exchange losses was due to the company taking steps to protect foreign exchange exposures in Europe and to favorable movements in European currencies in the quarter. The decrease
in other expense was also due to the elimination of minority interest expense as a result of the company's acquisition of the remaining 30% interest in the company's Brazilian operations in
January 2001. For the nine months ended June 30, 2001, other expenses decreased by $1.4 million, compared to the same period in fiscal year 2000. This was mainly driven by lower
interest expense due to lower borrowings and to the elimination of minority interest expense from the company's Brazilian operations.

LIQUIDITY

Cash and cash equivalents increased $44.0 million during the first nine months of fiscal year 2001 to $88.9 million. Working capital on
June 30, 2001 totaled $355.9 million compared to $350.7 million on September 30, 2000. Management believes the current working capital level is adequate to meet the
company's normal operating needs. For the nine months ended June 30, 2001, the company generated $110.4 million of cash flow from operations, compared to $13.1 million for first
nine months of 2000. The $110.4 million of cash flow from operations was principally from: $41.3 million of earnings, non-cash charges of $38.6 for depreciation and
amortization, and $31.0 million decrease in accounts receivable. The improved cash flow from operations was largely driven by lower sales in the second and third quarter of 2001, compared to
2000. The lower sales volumes allowed accounts receivable and inventory levels to decrease, thus generating an increase in cash flow. Collections of accounts receivable remained relatively constant,
as days sales in billed receivables improved from 82 days at June 30, 2000 to 80 days at June 30, 2001.

Net
cash used in investing activities during the first nine months of fiscal year 2001 was $51.1 million, a decrease of $22.7 million from the $73.7 million used
in the first nine months of 2000. Capital expenditures decreased $8.3 million to $55.9 million. This decline in capital expenditures was largely a result of decreases in spending on
information management systems and lower spending for the company's shelter business. Partially offsetting these decreases were increases in capital expenditures for the continued expansion of
production facilities in China, Brazil and Scotland. In the first nine months of 2001 the company has spent $6.3 million on acquisitions. In January 2001, the company acquired the 30.0%
minority ownership in the company's Brazilian operations. The company made a $6.0 million dollar payment on the acquisition date and will make another $1.0 million payment within one
year. In December 2000, the company paid $0.3 million of additional purchase consideration to certain Conifer Corporation shareholders as part of the December 1999 acquisition
agreement. The company's investments in and advances to affiliates decreased $10.5 million in 2001. This was mainly due to refinancing of $9.9 million of advances to the company's
Russian joint telecomunication ventures with bank financing guaranteed by the company.

Net
cash used in financing activities for the first nine months of 2001 was $13.0 million, mainly due to the reduction of debt. The company decreased its long-term
debt by $9.4 million, due mostly to the repayment of $8.8 million of long-term debt owed by the company's Brazilian operations. The company has reduced its
short-term borrowing under its revolving credit agreements by $4.0 million during the year.

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SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

We have made forward-looking statements in this Form 10-Q under "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and in the "Notes to Consolidated Financial Statements." In addition, we or our representatives may make other written or oral statements that constitute forward-looking statements.
Forward-looking statements are based on management's beliefs and assumptions and on information currently available to them. These statements often contain words like believe, expect, anticipate,
intend, contemplate, seek, plan, estimate or similar expressions. We make these statements under the protection afforded them by Section 21E of the Securities Exchange Act of 1934.

Forward-looking
statements involve risks, uncertainties and assumptions, including those discussed in this report. We operate in a continually changing business environment, and new
risk factors emerge from time to time. We cannot predict those risk factors, nor can we assess the impact, if any, of those risk factors on our business or the extent to which any factors may cause
actual results to differ materially from those projected in any forward-looking statements. Forward-looking statements do not guarantee future performance, and you should not put undue reliance on
them.

While
Andrew Corporation's management is optimistic about the company's long-term prospects, you should consider the risks and uncertainties in evaluating its growth
outlook. Risks that may affect us include the volatility of our stock price, fluctuations in our operating results, the impact of economic fluctuations, intense competition and pricing pressure, rapid
technological change and pressure for us to develop new products and risks associated with our international operations. For a more complete discussion of these and other risks, uncertainties and
assumptions that may affect us, see Andrew's Annual Report on Form 10-K for the year ended September 30, 2000.

PART IIOTHER INFORMATION

Item 6. Exhibits and reports on Form 8-K





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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

|Date August 13, 2001 | By: | /s/CHARLES R. NICHOLASCharles R. Nicholas
Chief Financial Officer and Vice Chairman
(Duly Authorized Officer and Principal Financial Officer)
|-------------------- | --- | ---------------------------------------------------------------------------------------------------------------------------------------------

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