---

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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 March 31, 2000.
|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(State or other jurisdiction of
incorporation or organization) |  | 36-2092797(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80,646,915 shares as of April 30, 2000

---

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INDEX

ANDREW CORPORATION

|PART I.    |  | FINANCIAL INFORMATION                                                                                                                        |  |   
|---------- |  | -------------------------------------------------------------------------------------------------------------------------------------------- |  | --
|Item 1.    |  | Financial Statements (Unaudited)                                                                                                             |  | 3 
|           |  | Consolidated balance sheetsMarch 31, 2000 and September 30, 1999.                                                                           |  | 3 
|           |  | Consolidated statements of incomeThree and six months ended March 31, 2000 and 1999.                                                        |  | 4 
|           |  | Consolidated statements of cash flowsSix months ended March 31, 2000 and 1999.                                                              |  | 5 
|           |  | Notes to consolidated financial statementsMarch 31, 2000.                                                                                   |  | 6 
|Item 2.    |  | Management's Discussion and Analysis of Financial Condition and Results of Operations.                                                       |  | 9 
|PART II.   |  | OTHER INFORMATION                                                                                                                            |  |   
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                                                                          |  | 12
|Item 6.    |  | Exhibits and Reports on Form 8-K.                                                                                                            |  | 12
|Exhibit 10 |  | Material ContractsCredit Agreement Dated 17 March 2000 between Andrew Corporation and Certain Commercial Lenders Agented by Bank of America |  |   
|Exhibit 27 |  | Financial Data Schedule for the period ended March 31, 2000.                                                                                 |  |   
|SIGNATURES |  | 13                                                                                                                                          

2



ANDREW CORPORATION

CONSOLIDATED BALANCE SHEET

(Dollars in Thousands)

|                                                                                                                     |  | March 31
2000 |          | September 30
1999 |  
|-------------------------------------------------------------------------------------------------------------------- |  | ------------- | -------- | ----------------- | -
|
|ASSETS                                                                                                               | 
|Current Assets                                                                                                       |  |               |          |                   |  
|Cash and Cash Equivalents                                                                                            |  | $             | 32,286   |                   | $
|Accounts Receivable, less allowances (March$3,168; Sep.$3,403)                                                     |  |               | 222,650  |                   |  
|Inventories                                                                                                          |  |               |          |                   |  
|Finished Products                                                                                                    |  |               | 73,606   |                   |  
|Materials and Work in Process                                                                                        |  |               | 133,977  |                   |  
|                                                                                                                     |  |               |          |                   |  
|                                                                                                                     |  |               | 207,583  |                   |  
|Miscellaneous Current Assets                                                                                         |  |               | 10,441   |                   |  
|                                                                                                                     |  |               |          |                   |  
|Total Current Assets                                                                                                 |  |               | 472,960  |                   |  
|Other Assets                                                                                                         |  |               |          |                   |  
|Cost in excess of net assets of businesses acquired, less accumulated amortization (March$6,356; Sep.$4,654)       |  |               | 38,719   |                   |  
|Investments in and Advances to Affiliates                                                                            |  |               | 52,162   |                   |  
|Other assets                                                                                                         |  |               | 8,518    |                   |  
|Property, Plant, and Equipment                                                                                       |  |               |          |                   |  
|Land and land improvements                                                                                           |  |               | 17,725   |                   |  
|Building                                                                                                             |  |               | 90,394   |                   |  
|Equipment                                                                                                            |  |               | 344,846  |                   |  
|Allowances for Depreciation                                                                                          |  |               | (272,741 | )                 |  
|                                                                                                                     |  |               |          |                   |  
|                                                                                                                     |  |               | 180,224  |                   |  
|                                                                                                                     |  |               |          |                   |  
|Total Assets                                                                                                         |  | $             | 752,583  |                   | $
|                                                                                                                     |  |               |          |                   |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                 | 
|Current Liabilities                                                                                                  |  |               |          |                   |  
|Notes Payable                                                                                                        |  | $             | 67,788   |                   | $
|Accounts Payable                                                                                                     |  |               | 53,906   |                   |  
|Restructuring Reserve                                                                                                |  |               | 4,196    |                   |  
|Accrued expenses and other liabilities                                                                               |  |               | 21,076   |                   |  
|Compensation and related expenses                                                                                    |  |               | 23,758   |                   |  
|Income taxes                                                                                                         |  |               | 5,912    |                   |  
|Current portion of long-term debt                                                                                    |  |               | 17,137   |                   |  
|                                                                                                                     |  |               |          |                   |  
|Total Current Liabilities                                                                                            |  |               | 193,773  |                   |  
|Deferred Liabilities                                                                                                 |  |               | 19,850   |                   |  
|LONG-TERM DEBT, less current portion                                                                                 |  |               | 38,962   |                   |  
|MINORITY INTEREST                                                                                                    |  |               | 8,393    |                   |  
|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                                                                                           |  |               | 56,748   |                   |  
|Retained earnings                                                                                                    |  |               | 715,597  |                   |  
|Accumulated other comprehensive income                                                                               |  |               | (26,912  | )                 |  
|Treasury stock, at cost (22,117,372 shares in March; 20,527,072 shares in Sept)                                      |  |               | (254,855 | )                 |  
|                                                                                                                     |  |               |          |                   |  
|                                                                                                                     |  |               | 491,605  |                   |  
|                                                                                                                     |  |               |          |                   |  
|TOTAL LIABILITIES AND EQUITY                                                                                         |  | $             | 752,583  |                   | $
|                                                                                                                     |  |               |          |                   |  

See
Notes to Consolidated Financial Statements

3



ANDREW CORPORATION

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(In thousands, except per share amounts)

|                                            |  | Three Months Ended
March 31 |         | Six Months Ended
March 31 |  
|------------------------------------------- |  | --------------------------- | ------- | ------------------------- | -
|
|Sales                                       |  | $                           | 242,663 |                           | $
|Cost of Products Sold                       |  |                             | 164,688 |                           |  
|                                            |  |                             |         |                           |  
|Gross Profit                                |  |                             | 77,975  |                           |  
|Operating Expenses                          |  |                             |         |                           |  
|Research and development                    |  |                             | 8,797   |                           |  
|Sales and administrative                    |  |                             | 40,063  |                           |  
|Restructuring Expenses                      |  |                             | 0       |                           |  
|                                            |  |                             |         |                           |  
|Total Operating Expenses                    |  |                             | 48,860  |                           |  
|                                            |  |                             |         |                           |  
|Operating Income (Loss)                     |  |                             | 29,115  |                           |  
|Other                                       |  |                             |         |                           |  
|Interest expense                            |  |                             | 2,332   |                           |  
|Interest income                             |  |                             | (562    | )                         |  
|Other (income) expense                      |  |                             | 1,904   |                           |  
|                                            |  |                             |         |                           |  
|                                            |  |                             | 3,674   |                           |  
|                                            |  |                             |         |                           |  
|Pretax Income (Loss)                        |  |                             | 25,441  |                           |  
|Income tax expense (benefit)                |  |                             | 8,141   |                           |  
|                                            |  |                             |         |                           |  
|Net Income (Loss)                           |  | $                           | 17,300  |                           | $
|                                            |  |                             |         |                           |  
|Basic and Diluted Earnings (Loss) per Share |  | $                           | 0.21    |                           | $
|                                            |  |                             |         |                           |  
|Average Shares Outstanding                  |  |                             |         |                           |  
|Basic                                       |  |                             | 80,565  |                           |  
|                                            |  |                             |         |                           |  
|Diluted                                     |  |                             | 81,039  |                           |  
|                                            |  |                             |         |                           |  

See
Notes to Consolidated Financial Statements

4



ANDREW CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands)

|                                                              |  | Six Months Ended
March 31 |        
|------------------------------------------------------------- |  | ------------------------- | -------
|
|Cash Flows from Operations                                    |  |                           |        
|Net Income                                                    |  | $                         | 34,067 
|Adjustments to Net Income                                     |  |                           |        
|Restructuring Costs                                           |  |                           | 3,398  
|Depreciation and amortization                                 |  |                           | 21,017 
|(Increase) decrease in accounts receivable                    |  |                           | (26,525
|Increase in inventories                                       |  |                           | (48,503
|Decrease (increase) in miscellaneous current and other assets |  |                           | 1,343  
|Decrease in receivables from affiliates                       |  |                           | 22     
|Increase (decrease) in accounts payable and other liabilities |  |                           | 20,884 
|Other                                                         |  |                           | 928    
|                                                              |  |                           |        
|Net Cash From Operations                                      |  |                           | 6,631  
|Investing Activities                                          |  |                           |        
|Capital Expenditures                                          |  |                           | (41,158
|Acquisition of businesses, net of cash received               |  |                           | (14,929
|Investments in and advances to affiliates                     |  |                           | 4,252  
|Proceeds from sale of property, plant and equipment           |  |                           | 158    
|                                                              |  |                           |        
|Net Cash Used in Investing Activities                         |  |                           | (51,677
|Financing Activities                                          |  |                           |        
|(Payments on) proceeds from long-term borrowings              |  |                           | (2,447 
|Proceeds from (payments on) short-term borrowings             |  |                           | 64,721 
|Payments to acquire treasury stock                            |  |                           | (24,630
|Stock option plans                                            |  |                           | 3,342  
|                                                              |  |                           |        
|Net Cash From (Used in) Financing Activities                  |  |                           | 40,986 
|Foreign currency translation adjustments                      |  |                           | (1,941 
|                                                              |  |                           |        
|Total Decrease for the Period                                 |  |                           | (6,001 
|Cash and equivalents at beginning of period                   |  |                           | 38,287 
|                                                              |  |                           |        
|Cash and equivalents at end of period                         |  | $                         | 32,286 
|                                                              |  |                           |        

See
Notes to Consolidated Financial Statements

5



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 six months ending March 31, 2000 are not necessarily indicative of the results
that may be expected for the year ending September 30, 2000. 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, 1999.

NOTE BEARNINGS PER SHARE

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

|                                          |  | Three Months Ended
March 31 |        | Six Months Ended
March 31
|----------------------------------------- |  | --------------------------- | ------ | -------------------------
|
|
|BASIC EARNINGS PER SHARE                  |  |                             |        |                          
|Numerator:                                |  |                             |        |                          
|Numerator for net income (loss) per share |  | $                           | 17,300 |                          
|Denominator:                              |  |                             |        |                          
|Weighted average shares outstanding       |  |                             | 80,565 |                          
|                                          |  |                             |        |                          
|Net income (loss) per sharebasic         |  | $                           | 0.21   |                          
|                                          |  |                             |        |                          
|DILUTED EARNINGS PER SHARE                |  |                             |        |                          
|Numerator:                                |  |                             |        |                          
|Numerator for net income (loss) per share |  | $                           | 17,300 |                          
|Denominator:                              |  |                             |        |                          
|Weighted average shares outstanding       |  |                             | 80,565 |                          
|Effect of dilutive securities:            |  |                             |        |                          
|Stock options                             |  |                             | 474    |                          
|                                          |  |                             |        |                          
|                                          |  |                             | 81,039 |                          
|                                          |  |                             |        |                          
|Net income (loss) per sharediluted       |  | $                           | 0.21   |                          
|                                          |  |                             |        |                          

Options
to purchase 658,224 shares of common stock, at prices ranging from $24.50 - $38.17 per share, were not included in the computation of diluted earnings per share
for the six months ended March 31, 2000 because the options' exercise prices were greater than the average market price of the common shares. Options to purchase 2,872,441 shares of common
stock, at prices ranging from $16.00 - $38.17 per share, were not included in the diluted earnings per share calculation for the six months ended March 31,1999, because the
options' exercise prices were higher than the average market price of the common shares. No options to purchase common shares were used in the computation of diluted earnings per share for the three
months ended March 31, 1999, due to the anti-dilutive effect of these shares.

6



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.
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/ (loss) for the six months ended
March 31, 2000 and 1999 amounted to $28,910,000 and ($11,640,000) respectively. Comprehensive income/(loss) for the three months ended March 31, 2000 and 1999 amounted to $13,723,000 and
($33,008,000) 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.

In
connection with the restructuring plans, approximately 600 employees and 280 temporary/contract workers were planned to be terminated. Estimated employee termination costs of
$5.2 million were accrued in the second quarter of 1999. In addition to termination costs, the total restructuring reserve of $36.7 included 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.

Actual
costs charged against the restructuring liability in the second quarter of 2000 were $7.1 million. This included inventory, equipment and other asset write-downs of
$6.2 million, termination costs of $0.7 million paid to 110 terminated employees and $0.2 million of lease payments.

Cumulative
costs that have been charged against the $36.7 million restructuring liability since March of 1999 are $32.5 million. Including termination costs of
$4.0 million paid to 597 terminated employees, a $14.1 million goodwill write-off, inventory and other asset write-downs of $13.9 million and lease payments of
$0.5 million. The Company expects to complete the restructuring prior to September 30, 2000.

NOTE EBORROWINGS

On March 17, 2000 the company entered into a new $150 million dollar revolving credit agreement with Bank of America, NT & SA. This
replaces the previous $50 million dollar agreement with Bank of America. The outstanding balance under this credit agreement as of March 31, 2000 was $66.7 million.

NOTE FBUSINESS ACQUISITIONS

In October 1999 the company purchased a controlling interest in Comtier Corporation. The Company had previously accounted for its minority investment in
Comtier Corporation under the equity accounting method. Comtier manufactures and designs high-speed broadband modems for use with satellite systems. In December of 1999 the Company
acquired the capital stock of Conifer Corporation for $13.0 million, net of cash acquired. Conifer Corporation designs and manufactures Multichannel Multipoint Distribution Service (MMDS)
subscriber products, Wireless LAN equipment, and Direct Broadcast Satellite (DBS) accessories.

7



Both
of these acquisitions were accounted for as purchases, resulting in $16.1 million of goodwill that will be amortized over ten years. Pro forma sales and net income,
assuming both of these transactions occurred at the beginning of the fiscal year would not have been materially different from the reported results of operations.

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.

8



## 

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

RESULTS OF OPERATIONS

Sales for the quarter ended March 31, 2000 were $242.7 million, 41.1% higher than the same period last fiscal year. The increase was mainly due
to continued growth in the wireless infrastructure market. The increase in wireless infrastructure sales was driven by strong increases in the U.S. and Asia, mostly China. Wireless infrastructure
sales increased across all geographic areas except Europe. Sales to the fixed telecommunications market increased in the second quarter of fiscal year 2000 from second quarter 1999. Fixed
telecommunications sales increased across all geographic regions with substantial increases in Canada and Europe. Wireless accessory sales increased substantially from the second quarter of fiscal
year 2000 compared to 1999. The increase in wireless accessory sales was due to an increase in the sale of hands-free kits and growing sales to General Motors' Onstar and Ford's Rescue
programs. Sales to the Broadcast and Government market declined in the second quarter of 2000, compared to 1999, because of the divestiture of the Company's government electronics business as part of
the Company's restructuring efforts. Sales for the six months ended March 31, 2000 were $476.2 million, 21.9% higher than the same period last fiscal year. The increase was driven by
growth in the wireless infrastructure market due to strong sales in the U.S. and Asia. For the six months ending March 31, 2000 compared to the same period for 1999, wireless accessory sales
increased while fixed telecommunications, broadcast and government sales decreased slightly.

From
a product standpoint, cable products were the main drivers of the increase in sales for the six months and quarter ended March 31, 2000. Terrestrial microwave sales
increased slightly for the quarter and decreased for the six months ended March 31, 2000. Special antennas and other products increased significantly for the quarter and the six months ending
March 31, 2000. This increase was due to growth in equipment shelter sales, base station antennas and LMDS/MMDS antenna sales.

Gross
margin as a percentage of sales was 32.1% and 32.3% for the quarter and six months ending March 31, 2000. Excluding the effects of the $6.9 million of
restructuring charges that were included in cost of products sold in the second quarter of fiscal year 1999, gross margin as a percentage of sales was 30.3% and 33.7% for the quarter and six months
ending March 31, 1999. The 1.8 point increase in gross margin for the second quarter was the result of volume and productivity improvements, which were partially offset by pricing pressure and
increased sales of lower margin products such as equipment shelters and base station antennas. The decrease in the gross margin for the six months can be attributed mainly to competitive market
conditions and pricing pressure.

Operating
expenses as a percentage of sales were 20.1% and 21.0% for the quarter and six months ending March 31, 2000. Excluding restructuring charges, operating expenses as a
percentage of sales were 23.3% and 21.7% for the quarter and six months ending March 31, 1999. Compared to fiscal year 1999, research and development costs increased 20.8% or
$1.5 million for the quarter and 42.8% or $5.5 million for the six months ending March 31, 2000. The increase in research and development is the result of accelerated efforts to
develop new products and to continue to move into new markets. Compared to 1999, sales and administrative expense increased 22.3% or $7.3 million for the quarter and 13.8% or
$9.9 million for the six months ending March 31, 2000. This increase was essentially due to increased profit sharing accruals and increases in marketing activity.

Compared
to fiscal year 1999, interest expense increased $1.1 million for the quarter and $1.0 million for the six months ending March 31, 2000. The increase in
interest expense is due to the Company's increase in short term borrowings. Interest income declined $1.2 million for the quarter and $2.9 million for the six months ending
March 31, 2000, due to a decrease in short term investments. Other expense increased $0.3 million for the quarter and decreased $0.9 million for the six months ending
March 31, 2000. The increase for the quarter was due to the recognition of losses from the Company's Russian telecommunications joint ventures, which were offset by a decline in foreign

9



exchange
losses. The decrease for the six months ending March 31, 2000 was largely due to a decrease in foreign exchange losses.

LIQUIDITY

Cash and cash equivalents decreased $6.0 million during the first half of fiscal 2000 to $32.3 million. Working capital totaled
$279.2 million compared to $303.9 million at September 30, 1999. Management believes the current working capital level is adequate to meet the Company's normal operating needs.
During the first half of fiscal year 2000 the Company generated $6.6 million of cash flow from operations, primarily from $34.1 million of earnings and non-cash charges of
$21.0 million for depreciation and amortization. Due to the 21.9% increase in sales for the first half of fiscal year 2000, accounts receivable increased $26.5 million, inventories
increased $48.5 and accounts payable increased $20.9 million. Days sales in billed receivables was 79 days as of March 31, 2000 and March 31, 1999. Included in cash flow
from operations are $3.4 million for restructuring costs, consisting mainly of $4.9 million of proceeds from the disposal of assets and severance payments of $1.1 million.

Net
cash used in investing activities during the first half of fiscal year 2000 was $51.7 million. Capital expenditures increased $13.8 million to $41.2 million.
The increase in capital expenditures was predominantly due to the expansion of production capacity in the U.S., China and Brazil. A significant portion of this increase was due to the expansion of the
Company's equipment shelter production capacity. Capital expenditures increased $4.2 million due to an increase in spending on the Company's management information systems. During the first
quarter of 2000, the Company acquired the capital stock of Conifer Corporation for $13.0 million, net of cash acquired. Conifer Corporation designs and manufactures Multichannel Multipoint
Distribution Service (MMDS) subscriber products, Wireless LAN equipment, and Direct Broadcast Satellite (DBS) accessories. The Company also acquired a controlling interest in Comtier Corporation. 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 for use with satellite systems. The Company's investment in its Russian joint telecommunications ventures decreased by $4.3 million due to operating losses and a dividend received in the
first quarter of fiscal year 2000.

Net
cash generated from financing activities totaled $41.0 million for the first half of the fiscal year 2000. The Company increased short-term borrowings under its
revolving line of credit agreement with Bank of America by $64.7 million. The Company decreased its net long term borrowing by $2.4 million. This was largely due to the Company paying
off higher interest rate debt that had been acquired as part of the Chesapeake Microwave Technologies Inc. and the Conifer Corporation acquisitions. During the first quarter of fiscal year
2000, the Company repurchased 1.8 million shares of stock for $24.6 million. The Company has purchased 11.8 million of the 15.0 million shares that the Company's Board of
Directors has authorized to be repurchased.

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

10



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 our restructuring efforts, 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 Quarterly Report on Form 10-Q for the quarter ended December 31, 1999.

11



PART IIOTHER INFORMATION

ITEM 4.  Submission of Matters to a Vote of Security Holders

|Nominee             |  | For        |  | Against |  | Broker/Non-Votes |  | Abstentions
|------------------- |  | ---------- |  | ------- |  | ---------------- |  | -----------
|John G. Bollinger   |  | 64,194,693 |  | 0       |  | 0                |  | 8,985,692  
|Thomas A. Donahoe   |  | 64,317,195 |  | 0       |  | 0                |  | 8,863,190  
|Kenneth J. Douglas  |  | 64,066,951 |  | 0       |  | 0                |  | 9,113,434  
|Floyd L. English    |  | 64,182,593 |  | 0       |  | 0                |  | 8,997,792  
|Elizabeth A. Fetter |  | 63,177,399 |  | 0       |  | 0                |  | 10,002,986 
|Jere D. Fluno       |  | 64,305,204 |  | 0       |  | 0                |  | 8,875,181  
|William O. Hunt     |  | 63,137,252 |  | 0       |  | 0                |  | 10,043,133 
|Dr. Glen O. Toney   |  | 64,288,498 |  | 0       |  | 0                |  | 8,891,886  
|Ormand J. Wade      |  | 64,277,959 |  | 0       |  | 0                |  | 8,902,426  

ITEM 6.  Exhibits and reports on Form 8-K



|Exhibit No. |  | Description                                                                                                                                 
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------
|10          |  | Material ContractsCredit Agreement Dated 17 March 2000 Between Andrew Corporation and Certain Commercial Lenders Agented by Bank of America
|27          |  | Financial Data Schedule March 31, 2000                                                                                                      

12



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 May 12, 2000 | /s/F.L. ENGLISHF. L. English Chairman and Chief Executive Officer                  
|----------------- | -----------------------------------------------------------------------------------
|Date May 12, 2000 | /s/C.R. NICHOLASC. R. Nicholas Executive Vice President and
Chief Financial Officer

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