SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

KITTRELL MARTY R

(Last)

(First)

(Middle)

10500 W. 153RD STREET

(Street)

ORLAND PARK

60462

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ANDREW CORP [ ANDW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Corporation Officer

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
09/30/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock							11,695	D
Common Stock	09/30/2004		J⁽¹⁾	386	A	$12.25	1,336	I	APST

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to buy)	$9.36						11/13/2003	11/13/2012	Common Stock	20,000		20,000⁽²⁾	D
Stock Options (Right to buy)	$11.22						07/16/2004⁽³⁾	07/16/2013	Common Stock	50,000		50,000⁽⁴⁾	D
Stock Options (Right to buy)	$11.3						12/04/2004	12/04/2013	Common Stock	40,000		40,000	D
Stock Options (Right to buy)	$16.625						06/05/2003⁽⁵⁾	06/05/2012	Common Stock	25,000		25,000	D
Phantom Stock	$0						12/04/2006	⁽⁶⁾	Common Stock	21,200		21,200	D

Explanation of Responses:

1. These shares are held in the reporting person's account in the Andrew Profit Sharing Trust ("APST")

2. Vesting Schedule 25% of Grant exercisable after 11/13/03 50% of Grant exercisable after 11/13/04 75% of Grant exercisable after 11/13/05 100% of Grant exercisable after 11/13/06 through 11/13/12

3. Vesting Schedule: 25% exercisable on 7/16/04 50% exercisable on 7/16/05 75% exercisable on 7/16/06 100% exercisable on 7/16/2007 through 7/16/2013

4. Vesting Schedule: 0% through 16 July 2004 25% of total option exercisable from 17 July 2004 through 16 July 2005 50% of total option exercisable from 17 July 2005 through 16 July 2006 75% of total option exercisable from 17 July 2006 through 16 July 2007 100% of total option exercisable from 17 July 2006 through 16 July 2013

5. 100% of Grant exercisable after 12/4/03 through 6/5/12

6. The derivative security is first exercisable on 12/4/06, provided that the holder may defer receipt of shares to any date up to retirement. The derivative security may be converted into common stock on a 1-for-1 basis.

	James F. Petelle	11/04/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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