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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 December 31, 2000.

OR

|/ / | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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(State or other jurisdiction of
incorporation or organization)

36-2092797(I.R.S. Employer
Identification Number)


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81,394,864 shares as of January 31, 2001

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INDEX  ANDREW CORPORATION

|PART I.    |  | FINANCIAL INFORMATION                                                                 |  |   
|---------- |  | ------------------------------------------------------------------------------------- |  | --
|Item 1.    |  | Financial Statements (Unaudited)                                                      |  |   
|           |  | Consolidated balance sheetsDecember 31, 2000 and September 30, 2000                  |  | 3 
|           |  | Consolidated statements of incomeThree months ended December 31, 2000 and 1999       |  | 4 
|           |  | Consolidated statements of cash flowsThree months ended December 31, 2000 and 1999   |  | 5 
|           |  | Notes to consolidated financial statementsDecember 31, 2000                          |  | 6 
|Item 2.    |  | Management's Discussion and Analysis of Financial Condition and Results of Operations |  | 8 
|PART II.   |  | OTHER INFORMATION                                                                     |  |   
|Item 6.    |  | Exhibits and Reports on Form 8-K                                                      |  | 10
|SIGNATURES |  | 11                                                                                   

2

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ANDREW CORPORATION  CONSOLIDATED BALANCE SHEET

(In Thousands)

|                                                                                                                     |                               | December 31
2000 |          | September 30
2000 |  
|-------------------------------------------------------------------------------------------------------------------- | ----------------------------- | ---------------- | -------- | ----------------- | -
|
|ASSETS                                                                                                               |                               |                  |          |                   |  
|Current Assets                                                                                                       |                               |                  |          |                   |  
|Cash and Cash Equivalents                                                                                            |                               | $                | 48,596   |                   | $
|Accounts Receivable, less allowances (Dec. $3,447; Sept. $2,983)                                                     |                               |                  | 248,725  |                   |  
|Inventories                                                                                                          |                               |                  |          |                   |  
|                                                                                                                     | Finished Products             |                  |          | 70,861            |  
|                                                                                                                     | Materials and Work in Process |                  |          | 140,321           |  
|                                                                                                                     |                               |                  |          |                   |  
|                                                                                                                     |                               |                  | 211,182  |                   |  
|Miscellaneous Current Assets                                                                                         |                               |                  | 13,325   |                   |  
|                                                                                                                     |                               |                  |          |                   |  
|Total Current Assets                                                                                                 |                               |                  | 521,828  |                   |  
|Other Assets                                                                                                         |                               |                  |          |                   |  
|Cost in excess of net assets of businesses acquired, less accumulated amortization (Dec. $9,728; Sept. $8,625)       |                               |                  | 36,964   |                   |  
|Investments in and Advances to Affiliates                                                                            |                               |                  | 52,086   |                   |  
|Other assets                                                                                                         |                               |                  | 7,831    |                   |  
|Property, Plant, and Equipment                                                                                       |                               |                  |          |                   |  
|Land and land improvements                                                                                           |                               |                  | 19,630   |                   |  
|Buildings                                                                                                            |                               |                  | 99,626   |                   |  
|Equipment                                                                                                            |                               |                  | 384,209  |                   |  
|Allowances for depreciation                                                                                          |                               |                  | (300,879 | )                 |  
|                                                                                                                     |                               |                  |          |                   |  
|                                                                                                                     |                               |                  | 202,586  |                   |  
|                                                                                                                     |                               |                  |          |                   |  
|TOTAL ASSETS                                                                                                         |                               | $                | 821,295  |                   | $
|                                                                                                                     |                               |                  |          |                   |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                 |                               |                  |          |                   |  
|Current Liabilities                                                                                                  |                               |                  |          |                   |  
|Notes Payable                                                                                                        |                               | $                | 42,440   |                   | $
|Accounts Payable                                                                                                     |                               |                  | 49,044   |                   |  
|Accrued expenses and other liabilities                                                                               |                               |                  | 28,042   |                   |  
|Compensation and related expenses                                                                                    |                               |                  | 13,931   |                   |  
|Income taxes                                                                                                         |                               |                  | 11,374   |                   |  
|Current portion of long-term debt                                                                                    |                               |                  | 6,383    |                   |  
|                                                                                                                     |                               |                  |          |                   |  
|Total Current Liabilities                                                                                            |                               |                  | 151,214  |                   |  
|Deferred Liabilities                                                                                                 |                               |                  | 25,062   |                   |  
|Long-term debt, less current portion                                                                                 |                               |                  | 65,239   |                   |  
|Minority Interest                                                                                                    |                               |                  | 9,676    |                   |  
|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                                                                                           |                               |                  | 65,789   |                   |  
|Accumulated other comprehensive income                                                                               |                               |                  | (32,920  | )                 |  
|Retained earnings                                                                                                    |                               |                  | 782,060  |                   |  
|Treasury stock, at cost (21,329,020 shares in Dec.; 21,476,101 shares in Sept.)                                      |                               |                  | (245,852 | )                 |  
|                                                                                                                     |                               |                  |          |                   |  
|                                                                                                                     |                               |                  | 570,104  |                   |  
|                                                                                                                     |                               |                  |          |                   |  
|TOTAL LIABILITIES AND EQUITY                                                                                         |                               | $                | 821,295  |                   | $
|                                                                                                                     |                               |                  |          |                   |  

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ANDREW CORPORATION  CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(In thousands, except per share amounts)

|                                                                           |  | Three Months Ended
December 31 |        
|-------------------------------------------------------------------------- |  | ------------------------------ | -------
|
|Sales                                                                      |  | $                              | 280,522
|Cost of products sold                                                      |  |                                | 190,737
|                                                                           |  |                                |        
|Gross Profit                                                               |  |                                | 89,785 
|Operating Expenses                                                         |  |                                |        
|Research and development                                                   |  |                                | 11,507 
|Sales and administrative                                                   |  |                                | 42,495 
|                                                                           |  |                                |        
|                                                                           |  |                                | 54,002 
|Operating Income                                                           |  |                                | 35,783 
|Other                                                                      |  |                                |        
|Interest expense                                                           |  |                                | 2,404  
|Interest income                                                            |  |                                | (613   
|Other (income) expense                                                     |  |                                | 3,214  
|                                                                           |  |                                |        
|                                                                           |  |                                | 5,005  
|Income Before Taxes                                                        |  |                                | 30,778 
|Income Taxes                                                               |  |                                | 9,849  
|                                                                           |  |                                |        
|Net Income                                                                 |  | $                              | 20,929 
|                                                                           |  |                                |        
|Basic and Diluted Net Income per Average Share of Common Stock Outstanding |  | $                              | 0.26   
|                                                                           |  |                                |        
|Average Basic Shares Outstanding                                           |  |                                | 81,318 
|                                                                           |  |                                |        
|Average Diluted Shares Outstanding                                         |  |                                | 81,585 
|                                                                           |  |                                |        

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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands)

|                                                 |                                                               | Three Months Ended
December 31 |        
|------------------------------------------------ | ------------------------------------------------------------- | ------------------------------ | -------
|
|Cash Flows from Operations                       |                                                               |                                |        
|Net Income                                       |                                                               | $                              | 20,929 
|Adjustments to Net Income                        |                                                               |                                |        
|                                                 | Restructuring Costs                                           |                                |        
|                                                 | Depreciation and amortization                                 |                                |        
|                                                 | Decrease (increase) in accounts receivable                    |                                |        
|                                                 | (Increase) in inventories                                     |                                |        
|                                                 | (Increase) decrease in miscellaneous current and other assets |                                |        
|                                                 | Decrease (increase) in receivables from affiliates            |                                |        
|                                                 | (Decrease) increase in accounts payable and other liabilities |                                |        
|                                                 | Other                                                         |                                |        
|                                                 |                                                               |                                |        
|                                                 | Net Cash From (Used in) Operations                            |                                |        
|Investing Activities                             |                                                               |                                |        
|                                                 | Capital Expenditures                                          |                                |        
|                                                 | Acquisition of businesses, net of cash received               |                                |        
|                                                 | Investments in and advances to affiliates, net                |                                |        
|                                                 | Proceeds from sale of property, plant and equipment           |                                |        
|                                                 |                                                               |                                |        
|                                                 | Net Cash Used in Investing Activities                         |                                |        
|Financing Activities                             |                                                               |                                |        
|                                                 | Long-term debt (payments) borrowingsnet                      |                                |        
|                                                 | Short-term debt (payments) borrowingsnet                     |                                |        
|                                                 | Purchase of treasury stock                                    |                                |        
|                                                 | Stock purchase and option plans                               |                                |        
|                                                 |                                                               |                                |        
|Net Cash (Used in) From Financing Activities     |                                                               |                                | (12,652
|Effect of exchange rate changes on cash          |                                                               |                                | 1,983  
|                                                 |                                                               |                                |        
|Increase (Decrease) for the Period               |                                                               |                                | 3,731  
|Cash and cash equivalents at beginning of period |                                                               |                                | 44,865 
|                                                 |                                                               |                                |        
|Cash and cash equivalents at end of period       |                                                               | $                              | 48,596 
|                                                 |                                                               |                                |        

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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 month period ended December 31, 2000 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
December 31
|---------------------------- | ----------------------------------- | ------------------------------
|
|
|BASIC EARNINGS PER SHARE     |                                     |                               
|Numerator:                   |                                     |                               
|                             | Numerator for net income per share  |                               
|                             |                                     |                               
|Denominator:                 |                                     |                               
|                             | Weighted average shares outstanding |                               
|                             |                                     |                               
|Net income per sharebasic   |                                     | $                             
|                             |                                     |                               
|DILUTED EARNINGS PER SHARE   |                                     |                               
|Numerator:                   |                                     |                               
|                             | Numerator for net income per share  |                               
|                             |                                     |                               
|Denominator:                 |                                     |                               
|                             | Weighted average shares outstanding |                               
|                             | Effect of dilutive securities:      |                               
|                             |                                     | Stock options                 
|                             |                                     |                               
|                             |                                     |                               
|                             |                                     |                               
|Net income per sharediluted |                                     | $                             
|                             |                                     |                               

Options
to purchase 3,204,737 shares of common stock, at prices ranging from $22.65 - $38.17 per share, were not included in the computation of diluted earnings per share for the three months
ended December 2000 because the options' exercise prices were greater than the average market price of the common shares. Options to purchase 3,056,570 shares of common stock, at prices ranging
from $15.13 -$38.17 per share, were not included in the December 1999 diluted earnings per share calculation because the options' exercise prices were higher than the average market
price of the common shares.

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NOTE CCOMPREHENSIVE INCOME

Statement
of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" requires the company to report foreign currency translation adjustments, which were previously reported as
a separate component of stockholders' equity, as a component of other comprehensive income. Comprehensive income for the three months ended December 31, 2000 and 1999 amounted to $23,810,000
and $15,191,000 respectively

NOTE D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 and that the related expenses be recorded in cost of products sold. 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.

NOTE E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.

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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 December 31, 2000 were $280.5 million, 20.1% higher than the same period last fiscal year. All major product areas and most geographic markets increased,
compared to last year. Sales to the wireless infrastructure market continued to drive sales growth, as wireless service providers continued to invest in network infrastructure expansion. Sales to the
wireless infrastructure market showed substantial increases in North America, Asia, especially China, and Latin America. Fixed telecommunications network sales continued to show growth with
substantial increases in the United States and Latin America. Wireless accessory sales rose sharply in the quarter as new programs and marketing initiatives accelerated the growth in automotive
products and hands-free kits. Sales to the broadcast and government market declined due to weakness in the U.S. market and the divestiture of the company's government electronics business
in the second quarter of fiscal year 2000.

From
a product standpoint, coaxial cable sales increased in most markets, with large increases in North America and Asia, driven by growth in the wireless infrastructure market. Special antennas and
other support products increased due mainly to higher equipment shelter and base station antenna sales. Terrestrial microwave antenna systems grew significantly in North America, Latin America and
Asia.

Gross
margin as a percentage of sales was 32.0% in the first quarter of 2001, compared to 32.6% in the first quarter of 2000. The decrease in gross margin was mainly driven by competitive market
conditions and pricing pressure in the cable market. Product mix also contributed to the lower margin, driven by higher sales of lower margin products, such as equipment shelters. The negative impact
of price erosion and product mix was mostly offset by the positive impact of increased volume and productivity
improvements. On a sequential basis, gross margin decreased from 32.7% for the fourth quarter of 2000 to 32.0% for the first quarter of 2001, due largely to product mix.

Operating
expenses as a percentage of sales were 19.3% in the first quarter of 2001, compared to 21.9% for the first quarter of 2000. While operating expenses declined as a percentage of sales, they
increased $2.9 million or 5.6%, compared to last year. This was mainly due do to an increase in research and development expenses. Research and development increased 19.3% or
$1.9 million as a result of continued efforts to develop new products and move into new markets. Sales and administrative costs increased $1.0 million or 2.4%. This was due to planned
increases in sales and marketing expenses to further stimulate sales growth.

Interest
expense increased $1.0 million compared to last year. The increase in interest expense was primarily due to an increase in short-term borrowing in the U.S. and
long-term borrowing in China. Other expense increased $3.9 million from income of $0.7 million in 2000 to expense of $3.2 million in 2001. This increase was due to
foreign exchange losses in both Europe and Brazil compared to foreign exchange gains in these regions during the same period last year.

LIQUIDITY

Cash
and cash equivalents increased $3.7 million during the first quarter of 2001 to $48.6 million. Working capital totaled $370.6 million at December 31, 2000 compared to
$350.7 million at September 30, 2000. The increase in working capital in the quarter was driven by a decrease in current liabilities. Current liabilities decreased primarily due to
fiscal year 2000 profit sharing and management bonuses being paid in the quarter and the reduction of short-term debt. Management believes the current working capital level is adequate to
meet the company's normal operating needs.

The
company generated $34.2 million of cash from operations in the first quarter of 2001, compared to $2.8 million used for operations in the first quarter of 2000. The increase in cash
generated from operations was the result of a decrease in accounts receivable and slower inventory growth in the

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quarter. Days sales in billed receivables were 76 days at December 31, 2000, decreasing three days from 79 days at December 31, 1999 and down five days from 81 days
at September 30, 2000. Collection efforts improved in most geographic regions. Though sales increased 20.1%, inventory levels were only 10.4% higher than they were at December 31, 1999.
The increase in cash generated from accounts receivable
and inventory was offset by a $7.7 million decrease in current liabilities. Compared to last year, accounts payable decreased and larger payments were made for annual profit sharing and
management bonuses in the quarter.

Net
cash used in investing activities during the first quarter of fiscal year 2001 was $19.8 million, including $19.6 million for capital expenditures. Capital expenditures increased
4.3% going from $18.7 million for the first quarter of 2000. Compared to last year, capital expenditures to expand production capacity increased, while expenditures for the company's management
information systems decreased. 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. In the first quarter of fiscal year 2000, the company spent $14.9 million on two acquisitions. In December 1999, the company acquired Conifer
Corporation for $13.0 million. Conifer Corporation designs and manufactures Multichannel Multipoint Distribution Service (MMDS) subscriber products, Wireless LAN equipment, and Direct Broadcast
Satellite (DBS) accessories. In October 1999, the company acquired a controlling interest in Comtier Corporation for $2.0 million. The company had previously accounted for its minority
investment in Comtier Corporation under the equity accounting method. Comtier Corporation manufactures and designs high-speed broadband modems that use satellite technology.

Net
cash used for financing activities totaled $12.7 million. Net long-term debt was reduced in the quarter, due to the repayment of $8.8 million of long-term
debt owed by the company's Brazilian operations. The company also reduced short-term borrowing under its revolving credit agreements by $4.5 million in the first quarter of 2001.

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." 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.

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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 February 12, 2000 |  | By: | /s/GREGORY F. MARUSZAKGregory F. Maruszak Vice President Administration and Finance and Chief Financial Officer (Duly
Authorized Officer and Principal Financial Officer)
|---------------------- |  | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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