<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    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, 1999.

                                       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 0-9514

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

         DELAWARE                                          36-2092797
(State or other jurisdiction of                          (IRS 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)

                                    NO CHANGE
              (Former name, former address and former fiscal year,
                         if changed since last report)

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-- 82,048,819 shares as of July 31, 1999


<PAGE>   2


                                      INDEX
                               ANDREW CORPORATION

PART I.        FINANCIAL INFORMATION

Item 1.        Financial Statements (Unaudited)

               Consolidated balance sheets--June 30, 1999 and September 30,
               1998.

               Consolidated statements of income--Three and nine months ended
               June 30, 1999 and 1998.

               Consolidated statements of cash flows--Nine months ended June 30,
               1999 and 1998.

               Notes to consolidated financial statements--June 30, 1999.

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.

Exhibit 27     Financial Data Schedule for the period ended June 30, 1999.



SIGNATURES




<PAGE>   3


                               ANDREW CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)



<TABLE>
<CAPTION>
                                              JUNE 30        September 30
ASSETS                                          1996             1998
                                             ---------       ------------
                                            (UNAUDITED)
<S>                                          <C>              <C>
CURRENT ASSETS
Cash and cash equivalents                    $  53,823        $  78,395
Accounts receivable, less allowances
   (June $3,605;  Sep. $3,026)                 166,409          181,389
Inventories
   Finished products                            52,410           56,736
   Materials and work in process               110,791          111,057
                                             ---------        ---------
                                               163,201          167,793

Miscellaneous current assets                    11,221            9,229
                                             ---------        ---------
TOTAL CURRENT ASSETS                           394,654          436,806
                                             ---------        ---------

OTHER ASSETS
Cost in excess of net assets of businesses
   acquired, less accumulated amortization
   (June $4,285;  Sep. $10,291)                 12,218           23,177
Investments in and advances to affiliates       63,011           59,691
Investments and other assets                    10,218            9,267

PROPERTY, PLANT AND EQUIPMENT
Land and land improvements                      16,740           15,507
Buildings                                       83,147           83,789
Equipment                                      321,999          301,757
Allowances for depreciation                   (264,222)        (247,091)
                                             ---------        ---------
                                               157,664          153,962
                                             ---------        ---------
TOTAL ASSETS                                 $ 637,765        $ 682,903
                                             =========        =========
</TABLE>

The balance sheet at September 30, 1998 has been derived from the audited
financial statements at that date.

See Notes to Consolidated Financial Statements


<PAGE>   4


                               ANDREW CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                      (In thousands, except share amounts)
                                   (Continued)


<TABLE>
<CAPTION>
                                                               JUNE 30    September 30
                                                                1996          1998
                                                              ---------   ------------
                                                             (UNAUDITED)
<S>                                                           <C>          <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Notes payable                                                 $   4,114    $  13,897
Accounts payable                                                 33,027       32,867
Accrued expenses and other liabilities                           19,095       16,856
Compensation and related expenses                                17,029       32,424
Income taxes                                                     10,990       15,835
Restructuring reserve                                            13,062          242
Current portion of long-term debt                                 5,940        4,568
                                                              ---------    ---------
TOTAL CURRENT LIABILITIES                                       103,257      116,689
                                                              ---------    ---------

DEFERRED LIABILITIES                                             13,363       14,044

LONG-TERM DEBT, LESS CURRENT PORTION                             51,101       38,031

MINORITY INTEREST                                                 4,901        5,361

STOCKHOLDERS' EQUITY
Common stock (par value, $.01 a share:
   400,000,000 shares authorized; 102,718,210
   Shares issued, including treasury)                             1,027        1,027
Additional paid-in capital                                       55,349       53,309
Accumulated other comprehensive income                          (25,194)      (7,617)
Retained earnings                                               668,170      651,103
Treasury stock, at cost (20,669,391 shares at 6/30/99;
   18,210,250 shares at 9/30/98)                               (234,209)    (189,044)
                                                              ---------    ---------
                                                                465,143      508,778
                                                              ---------    ---------

TOTAL LIABILITIES AND EQUITY                                  $ 637,765    $ 682,903
                                                              =========    =========
</TABLE>

The balance sheet at September 30, 1998 has been derived from the audited
financial statements at that date.

See Notes to Consolidated Financial Statements


<PAGE>   5


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


<TABLE>
<CAPTION>
                                         Three Months Ended         Nine Months Ended
                                               June 30                   June 30
                                       ------------------------------------------------
                                          1999         1998         1999         1998
                                       ---------    ---------    ---------    ---------
<S>                                    <C>          <C>          <C>          <C>
SALES                                  $ 186,079    $ 204,220    $ 576,658    $ 632,228
Cost of Products Sold                    126,948      122,905      392,829      384,206
                                       ---------    ---------    ---------    ---------

GROSS PROFIT                              59,131       81,315      183,829      248,022

OPERATING EXPENSES
Research and development                   7,643        6,502       20,557       19,828
Sales and administrative                  34,203       37,375      105,866      110,640
Restructuring expenses                         0            0       29,817            0
                                       ---------    ---------    ---------    ---------
Total Operating Expenses                  41,846       43,877      156,240      130,468
                                       ---------    ---------    ---------    ---------

OPERATING INCOME                          17,285       37,438       27,589      117,554

OTHER
Interest expense                           1,419        1,707        4,087        4,868
Interest income                           (3,327)      (2,413)      (7,149)      (5,307)
Other (income) expense                      (850)         887        1,211        1,219
                                       ---------    ---------    ---------    ---------
                                          (2,758)         181       (1,851)         780
                                       ---------    ---------    ---------    ---------

PRETAX INCOME                             20,043       37,257       29,440      116,774

Income Taxes                               5,308       12,667       12,373       39,703
                                       ---------    ---------    ---------    ---------

NET INCOME                             $  14,735    $  24,590    $  17,067    $  77,071
                                       ---------    ---------    ---------    ---------


BASIC AND DILUTED EARNINGS PER SHARE   $     .18    $     .28    $     .21    $     .87
                                       ---------    ---------    ---------    ---------

AVERAGE SHARES OUTSTANDING
  Basic                                   82,187       88,227       82,876       88,630
                                       ---------    ---------    ---------    ---------

  Diluted                                 82,294       88,545       82,989       89,061
                                       ---------    ---------    ---------    ---------
</TABLE>


See Notes to Consolidated Financial Statements



<PAGE>   6


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

<TABLE>
<CAPTION>
                                                                       Nine Months Ended
                                                                     June 30      June 30
                                                                       1999         1998
                                                                    ----------------------
<S>                                                                 <C>          <C>
CASH FLOW FROM OPERATIONS
  Net Income                                                        $  17,067    $  77,071

ADJUSTMENTS TO NET INCOME
  Restructuring costs                                                  34,486         (243)
  Depreciation and amortization                                        27,820       26,946
  Decrease in accounts receivable                                       6,362       23,664
  (Increase) in inventories                                            (5,286)      (8,408)
  (Increase) in miscellaneous current and other assets                 (7,608)      (3,814)
  Decrease in receivables from affiliates                               3,370          605
  (Decrease) / increase in accounts payable and other liabilities     (11,769)       6,382
  Other                                                                  (305)        (280)
                                                                    ---------    ---------
Net Cash From Operations                                               64,137      121,923

Investing Activities
  Capital Expenditures                                                (38,495)     (40,963)
  Acquisition of business, net of cash acquired                        (5,545)      (3,000)
  Investments in and advances to affiliates                            (3,815)        (752)
  Proceeds from sales of property, plant and equipment                    719          469
                                                                    ---------    ---------
Net Cash Used In Investing Activities                                 (47,136)     (44,246)

Financing Activities
  Proceeds from long-term borrowings                                   10,921        6,112
  Payments on short-term borrowings                                    (3,587)      (2,949)
  Purchase of treasury stock                                          (50,512)     (80,333)
  Stock purchase and option plans                                       1,356        1,754
                                                                    ---------    ---------
Net Cash Used In Financing Activities                                 (41,822)     (75,416)

Effect of  exchange rate changes on cash                                  249       (2,821)
                                                                    ---------    ---------

Total (Decrease) increase for the period                              (24,572)        (560)

Cash and equivalents at beginning of period                            78,395       93,823
                                                                    ---------    ---------

Cash and equivalents at end of period                               $  53,823    $  93,263
                                                                    ---------    ---------
</TABLE>

See Notes to Consolidated Financial Statements



<PAGE>   7


                               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 nine month period ended June 30, 1999
are not necessarily indicative of the results that may be expected for the year
ending September 30, 1999. 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, 1998.

NOTE B--EARNINGS PER SHARE

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


<TABLE>
<CAPTION>
                                                 Three Months Ended     Nine Months Ended
                                                      June 30                June 30
                                                 ------------------     -----------------
(In thousands, except per share amounts)           1999      1998         1999      1998
                                                 -------   --------     -------   -------
<S>                                              <C>       <C>          <C>       <C>
BASIC EARNINGS PER SHARE
Numerator:
     Numerator for net income per share          $14,735   $24,590      $17,067   $77,071

Denominator:
     Weighted average shares outstanding          82,187    88,227       82,876    88,630
                                                 =======   =======      =======   =======

Net income per share - basic                     $  0.18   $  0.28      $  0.21   $  0.87
                                                 =======   =======      =======   =======

DILUTED EARNINGS PER SHARE
Numerator:
     Numerator for net income per share          $14,735   $24,590      $17,067   $77,071

Denominator:
     Weighted average shares outstanding          82,187    88,227       82,876    88,630
     Effect of dilutive securities:
          Stock options                              107       318          113       431
                                                 -------   -------      -------   -------
                                                  82,294    88,545       82,989    89,061
                                                 =======   =======      =======   =======

Net income per share - diluted                   $  0.18   $  0.28      $  0.21   $  0.87
                                                 =======   =======      =======   =======
</TABLE>


Options to purchase 3,143,177 shares of common stock, at prices ranging from
$15.13 - $38.17 per share, were not included in the computation of diluted
earnings per share for the nine months ended June 1999, because the option's
exercise price was greater than the average market price of the common shares.
Options to purchase 1,519,000 shares of common stock at prices ranging from
$21.31 - $38.17 per share were not included in the June 1998 diluted earnings
per share calculation since the option's exercise price was higher than the
average market price of the common shares.


NOTE C--COMPREHENSIVE INCOME

In June 1997, the FASB issued Statement of Financial Accounting Standards No.
130, "Reporting Comprehensive Income". Statement No. 130 establishes new rules
for the reporting and display of comprehensive income and its components. The
adoption of this statement had no impact on the company's net income or
stockholders' equity.


<PAGE>   8


Statement No. 130 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. Prior year
financial statements have been reclassified to conform with the requirements of
Statement No. 130. Comprehensive income for the nine months ended June 30, 1999
and 1998 amounted to ($510,000) and $70,164,000 respectively. Comprehensive
income for the three months ended June 30, 1999 and 1998 amounted to $11,130,000
and $22,998,000 respectively


NOTE D--RESTRUCTURING

In March 1999, the company initiated a plan to restructure the manufacturing
operations of its towers and wireless accessories businesses, phase out of its
AVS small aperture earth station product line and divest itself of its SciComm
government electronics business.

The company currently fabricates telecommunication towers at its manufacturing
facility in Denton, TX. Due to space requirements at this facility and the
existing capacity available at third party steel fabricators, the company plans
to outsource tower production by the end of December 1999, while continuing
in-house engineering design and marketing of the tower product line.

The company also plans to relocate substantially all manufacturing activities
associated with its wireless accessories products from its Addison, IL plant to
facilities in Mexico and China, and expects to complete the relocation by
December 1999. In addition, the battery product line will be narrowed
considerably to focus on new battery chemistries.

The company previously developed and has successfully marketed a first
generation line of AVS small aperture earth station products. Competitors have
recently introduced new, more cost effective and better performing products,
superior to the company's first generation offering. Rather than redesign these
products, the company has invested in new technology whose product was
successfully demonstrated in December 1998 and which is currently in production
and being offered for sale. The restructuring plan includes withdrawal from the
marketplace of the first generation product and consequent write-down in related
inventory.

The company also plans to divest itself of its SciComm government electronics
business. SciComm has provided significant technology currently utilized in
several of the company's other businesses. With the recent completion of this
technology transfer and the continued consolidation of the defense intelligence
industry, it is no longer appropriate for the company to compete in this
marketplace. The company expects to complete the divestiture by December 1999.

In connection with the restructuring plans, approximately 600 employees and 280
temporary /contract workers will be terminated. Estimated employee termination
costs of $5.2 million were accrued in the second quarter of 1999. In addition to
termination costs, the restructuring reserve includes a goodwill write-off of
$14.1 million, long-term lease commitments of $3.5 million and inventory,
equipment and other asset write-downs of $13.9 million. Of the total $36.7
million employee termination and exit costs recognized in the second quarter,
$6.9 million is classified as Cost of Sales and $29.8 million as Restructuring
in the Operating Expense section of the income statement. On an after-tax basis,
restructuring charges were $28.1 million, or $0.34 per share.

The company expects that the plan will generate $6.9 million of cash flow, net
of income taxes, and that annual pre-tax cost reductions of $21 million will be
achieved upon completion of the restructuring actions.

Actual costs charged against the restructuring liability in the second and third
quarter of 1999 were $23.6 million, including termination costs of $1.6 million
paid to 287 terminated employees, a $14.1 million goodwill write-off, and
inventory and other asset write-downs of $7.9 million.



<PAGE>   9


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

RESULTS OF OPERATIONS

Sales for the quarter ended June 30, 1999 were $186.1 million, 8.9% lower than
the same period last fiscal year. The decline in sales was due mainly to a
decrease in wireless infrastructure sales in the U.S., due to a weak U.S. PCS
market and overall price pressure. This decline was partially offset by
increases in wireless infrastructure sales in Asia and Europe. Common carrier
and private microwave sales increased in North America however decreased overall
due to fewer large microwave projects in Latin America. Sales of wireless
accessories decreased in the quarter due to continued price pressure in the U.S.
Total sales for the nine months ended June 30, 1999 were $585.8 million, 8.8%
lower than the same period last fiscal year. This decline can be attributed to
continued weakness in the North American wireless infrastructure market. However
this decline is partially offset by the continued strength in the wireless
infrastructure market in Europe. U.S. sales in the Broadcast market increased,
while sales of wireless accessories decreased during the period in Europe and
the U.S.

Gross margin as a percentage of sales was 31.8% in the third quarter compared to
39.8% in the third quarter of last fiscal year. For the first nine months of
fiscal year 1999, gross margin as a percentage of sales was 33.1%, excluding the
$6.8 million of the restructuring charges, compared to 39.2% for the first nine
months of last fiscal year. The decrease in gross margin rates was driven by
competitive market conditions and increased pricing pressure. The company
estimates that in the third quarter of 1999 pricing concessions accounted for at
least 80.0% of the decline in gross margin, with lower cable volumes being the
other major factor. On average, prices for the first nine months of 1999 were
approximately 6.0% lower than comparable periods last fiscal year.

Operating expenses in the third quarter, as a percentage of sales, were 22.5%
compared to 21.5% for the same period last fiscal year. For the nine months
ended June 30, 1999, excluding the $29.8 million restructuring charge, operating
expenses as a percentage of sales were 21.9% compared to 20.6% for the same
period last fiscal year. Research and development expense has increased 17.5%
and 3.7% compared to last fiscal year for the third quarter and nine months
respectively. The increase in the third quarter of fiscal year 1999 is due to
accelerated efforts to add additional products and move into new markets. Sales
and administrative expense for the third quarter and first nine months of fiscal
year 1999 declined $3.2 million and $4.7 million respectively, primarily due to
lower payroll and related costs. As a percentage of sales, sales and
administrative expenses were flat, 18.4% compared to 18.3% in the third quarter
and from 18.4% compared to 17.5% for the first nine months of fiscal years 1999
and 1998 respectively.

Interest expense for both the quarter and nine months ended June 30, 1999
remained relatively unchanged compared to the same periods last fiscal year.
Interest income increased $.9 million and $1.8 million compared to last fiscal
year for the third quarter and nine months respectively. The increase is due
mainly to interest received on advances to the company's Russian joint ventures.
Other income increased $1.7 million for the third quarter and was flat for the
nine months compared to the same periods last fiscal year. This increase can be
attributed to the foreign exchange gain in the third quarter of 1999, related to
the company's European operations, verses the foreign currency loss that was
recognized in the third quarter of 1998.

The company's effective tax rate for the quarter and nine months was 26.5% and
42.0% respectively, compared to an effective tax rate of 34.0% for both periods
in the prior fiscal year. The decrease in the effective tax rate in the third
quarter was due to a year to date adjustment to reduce the effective tax rate
from 34.0% to 32.0% to reflect the larger portion of income being taxed at lower
rates outside of the U.S. The increase in the effective tax rate for the first
nine months of 1999 is mainly attributed to the inclusion of non-deductible
goodwill in the restructuring charges recognized during the second quarter of
1999.


<PAGE>   10


LIQUIDITY

Cash and cash equivalents decreased $24.6 million during the first nine months
of fiscal year 1999 to $53.8 million at June 30, 1999. Working capital totaled
$291.3 million compared to $320.1 million at September 30, 1998. Management
believes the current working capital level is adequate to meet the company's
normal operating needs. During the first nine months of fiscal year 1999 the
company generated $64.1 million in cash from operations, principally from
earnings of $17.1 million and non-cash charges of $27.8 million for depreciation
and amortization and the $26.1 million after-tax restructuring charge. Accounts
receivable declined $11.8 million due to lower sales volumes.

Net cash used in investing activities during the first nine months of fiscal
year 1999 was $47.1 million, including $38.5 million spent on capital additions.
The majority of the funds were used for equipment purchases and upgrades,
completion of the company's China facility and continued investments in
upgrading the company's business information systems. During the second quarter
of 1999, the company acquired Passive Power Products, Inc., a Maine-based
supplier of RF products to broadcast markets, and completed the buyout of its
joint venture in South Africa by purchasing the remaining 20% stake. The company
has continued to increase its net investment in its Russian joint
telecommunications ventures in the first nine months of 1999.

Net cash used in financing activities totaled $41.8 million for the first nine
months of the fiscal year. The company repurchased 3.0 million shares of stock
for $50.5 million. As of June 30, 1999, the company has repurchased 10.0 million
shares of the 15.0 million shares authorized for repurchase at a total cost of
$197.5 million. In the first quarter of fiscal 1999, the company's Brazilian
operation borrowed additional U.S. dollar funds. In the third quarter of 1999,
the company's China operation borrowed a total of $9.6 million, $1.9 million in
short term and $7.7 million due in 2002.


YEAR 2000

The "Year 2000 issue" arose because many existing computer programs use only the
last two digits to refer to a year. Therefore, these computer programs do not
properly recognize a year that begins with "20" instead of "19". If not
corrected, many computer applications could fail or create erroneous results. In
1994, the company instituted a program to routinely review its computer hardware
and software to increase operational efficiency. As an output from this effort,
the company purchased a new business system in 1994 that would not only meet the
company's needs but was also Year 2000 compliant. The company completed
implementation of the system in all major locations in April 1999. Amounts
expended or to be expended on information technology systems exclusively to
ensure year 2000 compliance are not expected to be material to the company's
consolidated results of operations or financial position.

Management has also initiated a comprehensive program to prepare the company's
manufacturing and facility systems for the year 2000. The company is actively
engaged in testing and fixing applications such as security, environmental,
desktop computers and production equipment to ensure they are Year 2000 ready.
The company currently does not expect remediation costs to be material nor does
it expect any significant interruption to its operations because of Year 2000
problems. Most of the company's products do not have Year 2000 readiness issues
because they do not contain date-sensitive functions.

The company is in the process of contacting all third parties with which it has
significant relationships, to determine the extent to which the company could be
vulnerable to failure by any of them to obtain Year 2000 compliance. Some of the
company's major suppliers, customers and financial institutions have confirmed
that they anticipate being Year 2000 compliant on or before December 31, 1999,
although many have only indicated that they have Year 2000 readiness programs.
To date, the company is not aware of any significant third parties with a Year
2000 issue that could materially impact the company's operations, liquidity or
capital resources. However, the company has no means of ensuring that third
parties will be Year 2000 ready and the potential effect of third-party
non-compliance is currently not determinable.

The company has devoted and will continue to devote the resources necessary to
ensure that all Year 2000 issues are properly addressed. However, there can be
no assurance that all Year 2000 problems are detected. Further, there


<PAGE>   11


can be no assurance that the company's assessment of its third party vendors and
suppliers will be accurate. Some of the potential worst-case scenarios that
could occur include: (1) corruption of data in the company's internal systems;
(2) failure of infrastructure services provided by government agencies; and (3)
health, environmental and safety issues relating to the company's facilities. If
any of these situations were to occur, the company's operations in certain areas
could be temporarily interrupted.

These interruptions could be more severe in countries outside the U.S. where the
company does a considerable amount of its business. The company intends to
develop Year 2000 contingency plans for continuing operations in the event such
problems arise. The company has operations around the world and is considering
shifting operations to different facilities if there are interruptions to
operations in particular countries or regions.



RISK FACTORS

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, other written or
oral statements which constitute forward-looking statements may be made by or on
behalf of the company. Although we have based these statements on the beliefs
and assumptions of our management and on information currently available to
them, they are subject to risks and uncertainties. We wish to ensure that such
statements are accompanied by meaningful cautionary statements, so as to obtain
the protections of the safe harbor established in the Private Securities
Litigation Reform Act of 1995. Accordingly, such statements are qualified by
reference to the discussion below of certain important factors that could cause
actual results to differ materially from those projected in such forward-looking
statements.

We caution the reader that the list of factors may not be exhaustive. We operate
in a continually changing business environment, and new risk factors emerge from
time to time. We cannot predict such risk factors, nor can we assess the impact,
if any, of such 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. Accordingly, you should not put undue reliance on
any forward looking statements. The company undertakes no obligation to update
publicly any forward-looking statements, whether as a result of new information,
future events or otherwise. While Andrew Corporation's management is optimistic
about the company's long-term prospects, the following risks and uncertainties,
among others, should be considered in evaluating its growth outlook.

Share Price Volatility. In the past years, the market price of our common stock
has been very volatile. We believe that the price has fluctuated in response to
such things as changes in growth rates of sales, net income and cash flow;
volatility in the U.S. stock market in general and in wireless equipment stocks
in particular; changes in analysts' estimates; and changes in general economic
conditions. We expect that the price of our common stock will fluctuate in the
future, perhaps substantially.

Fluctuations in Operating Results. Historically our quarterly and annual
revenues and operating results have fluctuated. We expect similar fluctuations
in the future. In addition to general economic and political conditions, the
following factors affect our revenues: timing of significant customer orders,
inability to forecast future revenue due to our just-in-time supply approach,
changes in competitive pricing, and wide variations in profitability by product
line. Since our quarterly and annual revenues and operating results vary, we
believe that period-to-period comparisons are not necessarily meaningful and you
should not rely on such comparisons as indicators of our future performance.

Impact of restructuring. We believe that our current restructuring efforts will
generate significant cost savings. The estimated future cash flow and costs
savings due to restructuring are based on management's best judgement. These
estimates are subject to fluctuations in business operating results and changes
in economic conditions.




Intense Competition and Pricing Pressure. We believe that to be profitable in
the future we must respond effectively to increased competitive pressure. We
consider our principal competitive factors to include product quality and


<PAGE>   12


performance, service and support, pricing and proprietary technology. Over the
past three years, in response to aggressive pricing practices by our
competitors, we have lowered prices for most of our products by 5 to 6% per
year. If we are unable to compete successfully, we may lose market share. We
expect that a significant loss in market share would have a material negative
effect on our business, financial condition and operating results.

Rapid Technological Change and Pressure to Develop New Products. We believe that
our future success depends on our ability to effectively anticipate and respond
to changes in technology, customer needs and industry standards. Failure to
anticipate changes, to adapt current products, to develop and introduce new
products on a timely basis, or to gain market acceptance for new products would
impair our competitiveness and could have a material negative impact on our
business and operating results.

International Risk. Nearly half of our sales are outside the United States and
in recent years we have significantly increased our international manufacturing
capabilities. We anticipate that international sales will continue to represent
a substantial portion of our revenues and that continued growth and
profitability will require further international expansion. International
business risks include currency fluctuations, tariffs and other trade barriers,
longer customer payment cycles, adverse taxes, restrictions on the repatriation
of earnings, compliance with local laws and regulations, political and economic
instability, and difficulties in managing and staffing operations. In
particular, the recent deterioration of certain economies, such as Brazil, is
expected to have a negative impact on the financial results of our business in
these regions during 1999. We believe that international risk factors could
materially impact our future sales, financial condition and operating results.

Ability to Attract and Retain Qualified People. We believe that our future
success significantly depends on our ability to attract and retain highly
qualified personnel. We cannot be sure that we will be able to attract and
retain key personnel in the future. We believe our inability to do so could
negatively impact our business, financial condition and operating results.

Year 2000 Compliance. We are working toward bringing our business, manufacturing
and facilities systems into Year 2000 compliance. We also are contacting third
parties with whom we have significant relationships to determine our
vulnerability to their failure to achieve Year 2000 compliance. Our failure to
detect and address our own third-party Year 2000 problems could have a
significant negative impact on our business, financial condition and results of
operations.

Dependence on Intellectual Property Rights. Others could obtain or use our
intellectual property without our permission, develop equivalent or superior
technology, or claim that we have infringed on their intellectual property
rights. We rely on a combination of patent, copyright, trademark and trade
secret laws, and non-disclosure and non-competition agreements to protect our
rights. We are dependent on our intellectual property rights as a whole;
however, we do not believe that the loss of exclusivity with respect to any one
right would have a significant negative impact on our business, financial
condition or operating results.

Impact of Governmental Regulation. We are not directly regulated in the U.S.,
but most of our customers and the telecommunications industry generally are
subject to Federal Communications Commission regulation. We believe that
regulatory changes could have a significant negative effect on our business and
operating results by restricting our customers' development efforts, making
current products obsolete or increasing competition. Internationally, where many
of our customers are government owned and operated entities, we also are at risk
of changes in economic policy and communications regulation. In addition, our
joint ventures in Russia and Mexico require telecommunications licenses, which
may limit or otherwise affect the operations of the ventures.



<PAGE>   13


PART II--OTHER INFORMATION

Item 6.  Exhibits and reports on Form 8-K

a)  EXHIBIT  INDEX

         Exhibit No.         Description
         -----------         ------------

              27             Financial Data Schedule June 30, 1999



(b) Reports on Form 8-K

         No reports on Form 8-K were filed during the quarter ended June 30,
         1999.


<PAGE>   14


                                   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 12,   1999                /s/ F. L. English
     ---------------------              -----------------
                                            F. L. English
                                            Chairman, President and
                                            Chief Executive Officer




Date   August 12, 1999                  /s/ C. R. Nicholas
     ---------------------              ------------------
                                            C. R. Nicholas
                                            Executive Vice President and
                                            Chief Financial Officer