As filed with the Securities and Exchange Commission on June 19, 1998

                                                 Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

           Delaware                                    36-2092797
 (State or other jurisdiction                      (I.R.S. Employer
of incorporation or organization)                  Identification No.)

                             10500 West 153rd Street
                           Orland Park, Illinois 60462
                            Telephone: (708) 349-3300
     (Address, including zip code, telephone number, including area code, of
                   registrant's principal executive offices)

                           ANDREW PROFIT SHARING TRUST
                            (Full title of the plan)

                               Charles R. Nicholas
       Executive Vice President-Administration and Chief Financial Officer
                               Andrew Corporation
                             10500 West 153rd Street
                           Orland Park, Illinois 60462
                            Telephone: (708) 349-3300
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                   Copies to:

                             Dewey B. Crawford, Esq.
                            Gardner, Carton & Douglas
                       321 North Clark Street, Suite 3200
                             Chicago, Illinois 60610

<TABLE>
                         CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Securities       Amount to be      Proposed Maximum            Proposed Maximum           Amount of
to be Registered          Registered (1)    Offering Price Per Share    Aggregate Offering Price   Registration Fee
----------------          --------------    -------------------         -------------------        ------------
<S>                       <C>               <C>                         <C>                        <C>
Common Stock, par value   5,000,000         18.375                      91,875,000                 27,103.13
  $0.01 per share (2)(3)
</TABLE>

(1)  Together with an indeterminable number of additional securities in order to
     adjust the number of securities reserved for issuance pursuant to the plan
     as the result of a stock split, stock dividend or similar transaction
     affecting the Common Stock, pursuant to 17 C.F.R. ss. 230.416.

(2)  Estimated in accordance with Rule 457(c) and (h)(1), the proposed maximum
     offering price per share, proposed maximum aggregate offering price and the
     amount of the registration fee are based upon the average of the high and
     low prices reported on the Nasdaq National Market on June 18, 1998.

(3)  Pursuant to Rule 416(c), the Registration Statement also covers an
     indeterminate amount of plan interests to be offered and sold pursuant to
     the Andrew Profit Sharing Trust

<PAGE>
                               ANDREW CORPORATION

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are hereby incorporated by reference in to this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") by the Registrant:

         1.  The Registrant's Annual Report on Form 10-K for the fiscal year
             ended September 30, 1997;

         2.  The Registrant's Quarterly Reports on Form 10-Q for the three
             months ended December 31, 1997 and March 31, 1998; and

         3.  The description of Registrant's Common Stock contained in
             Exhibit 99(a) to the Registrant's Annual Report on Form 10-K
             for the fiscal year ended September 30, 1997.

         In addition, each document filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior
to the filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all securities then
remaining unsold under this registration statement, shall be deemed to be
incorporated by reference herein and to be part hereof from the date of filing
of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Dewey B. Crawford, who is a partner of Gardner, Carton & Douglas, which
is delivering the opinion filed as Exhibit 5.1 to this Registration Statement,
beneficially owned 35,000 shares of the Company's Common Stock as of
June 19, 1998.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law ("DGCL") generally
permits a Delaware corporation to indemnify officers, directors, employees or
agents of the corporation if they are, or are threatened to be made, parties to
any threatened, pending or completed action, suit or proceeding by reason of the
fact that such person was an officer, director, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise. The
Registrant's Certificate of Incorporation provides that the Registrant shall,
subject to certain limitations, indemnify its directors and officers against
expenses (including attorneys' fees, judgments, fines and certain settlements)
actually and reasonably incurred by them in connection with any suit or
proceeding to which they are a party so long as they acted in good faith and in
a manner reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to a criminal action or proceeding, so long
as they had no reasonable cause to believe their conduct to have been unlawful.
<PAGE>
         Section 102 of the DGCL permits a Delaware corporation to include in
its certificate of incorporation a provision eliminating or limiting a
director's liability to a corporation or its stockholders for monetary damages
for breaches of fiduciary duty. DGCL Section 102 provides, however, that
liability for breaches of the duty of loyalty, acts or omissions not in good
faith or involving intentional misconduct, or knowing violation of the law, and
the unlawful purchase or redemption of stock or payment of unlawful dividends or
the receipt of improper personal benefits cannot be eliminated or limited in
this manner. The Registrant's Certificate of Incorporation includes a
provision that eliminates, to the fullest extent permitted, director liability
for monetary damages for breaches of fiduciary duty.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  INDEX TO EXHIBITS.
<TABLE>
<CAPTION>
         Exhibit Number      Description of Document
         --------------      -----------------------
         <S>                 <C>
         4.1                 Shareholder Rights Agreement dated November 14,
                             1996 between Andrew Corporation and Harris Trust
                             and Savings Bank, as Rights Agent, relating to
                             Rights to purchase Common Stock under certain
                             circumstances, incorporated herein by reference
                             from the Registrant's Registration Statement on
                             Form 8-A filed with the Commission on November 26,
                             1996

         5.1                 Opinion of Gardner, Carton & Douglas regarding
                             legality of securities

         23.1                Consent of Ernst & Young LLP

         23.2                Consent of Gardner, Carton & Douglas (included in
                             exhibit 5.1)

         24.1                Powers of Attorney (included on signature page)
</TABLE>
<PAGE>
ITEM 9.  UNDERTAKINGS.

         (a)  The undersigned Registrant hereby undertakes:

              (1)  To file during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

                   (i)    To include any prospectus required by section 10(a)(3)
              of the Securities Act of 1933;

                   (ii)   To reflect in the prospectus any facts or events
              arising after the effective date of the registration statement
              (or the most recent post-effective amendment thereof) which,
              individually or in the aggregate, represent a fundamental change
              in the information set forth in the registration statement;

                   (iii)  To include any material information with respect to
              the plan of distribution not previously disclosed in the
              registration statement or any material change to such information
              in the registration statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the information required to be included in a
         post-effective amendment by those paragraphs is contained in periodic
         reports filed with or furnished to the Commission by the Registrant
         pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
         of 1934 that are incorporated by reference in this registration
         statement.

              (2)  That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

              (3)  To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offering herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 of this
registration statement, or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Orland Park, State of Illinois, on this 19th day
of June 1998.

                                       ANDREW CORPORATION

                                       By:/s/Floyd L. English
                                          ---------------------------------
                                             Floyd L. English
                                             Chairman, President and
                                             Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Floyd L. English, Charles R. Nicholas or
Gregory F. Maruszak, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities, to sign, execute and file this
Registration Statement and any or all amendments (including, without limitation,
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and all documents required to be filed with respect
therewith, with the Securities and Exchange Commission or any regulatory
authority, granting unto such attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith and about the premises in order to effectuate
the same as fully to all intents and purposes as he might or could do if
personally present, hereby ratifying and confirming all that such
attorneys-in-fact and agents or his or their substitute or substitutes, may
lawfully do or cause to be done.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on this 19th day of June 1998.

      /s/Floyd L. English                       /s/Charles R. Nicholas 
-------------------------------------   ----------------------------------------
         Floyd L. English                          Charles R. Nicholas
     Chairman, President and                    Executive Vice President
     Chief Executive Officer                   and Chief Financial Officer
            Director                          (Principal Financial Officer)
  (Principal Executive Officer)

      /s/Gregory F. Maruszak                    /s/John G. Bollinger
-------------------------------------   ----------------------------------------
         Gregory F. Maruszak                       John G. Bollinger
       Vice President, Finance                         Director
   (Principal Accounting Officer)

      /s/Jon L. Boyes                           /s/Kenneth J. Douglas
-------------------------------------   ----------------------------------------
         Jon L. Boyes                              Kenneth J. Douglas
           Director                                    Director

      /s/Jere D. Fluno                          /s/Ormand J. Wade
-------------------------------------   ----------------------------------------
         Jere D. Fluno                             Ormand J. Wade
            Director                                   Director

<PAGE>

         THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
as amended, the Plan has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Orland
Park, State of Illinois, on this 19th day of June 1998.

                                   ANDREW PROFIT SHARING TRUST

                                   By:/s/Charles R. Nicholas
                                      ----------------------------------
                                         Charles R. Nicholas
                                         President of Andrew
                                         Profit Sharing Trust
<PAGE>

                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number     Description of Document
--------------     -----------------------
<S>                <C>
4.1                Shareholder Rights Agreement dated November 14, 1996 between
                   Andrew Corporation and Harris Trust and Savings Bank, as
                   Rights Agent, relating to Rights to purchase Common Stock
                   under certain circumstances, incorporated herein by reference
                   from the Registrant's Registration Statement on Form 8-A
                   filed with the Commission on November 26, 1996

5.1                Opinion of Gardner, Carton & Douglas regarding legality of
                   securities

23.1               Consent of Ernst & Young LLP

23.2               Consent of Gardner, Carton & Douglas (included in
                   exhibit 5.1)

24.1               Powers of Attorney (included on signature page)
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17585}]
{"company-data": {"conformed-name": "ANDREW CORP", "cik": "0000317093", "assigned-sic": "3357", "irs-number": "362092797", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57273", "film-number": "98651125"}, "business-address": {"street1": "10500 W 153RD ST", "city": "ORLAND PARK", "state": "IL", "zip": "60462", "phone": "7083493300"}, "mail-address": {"street1": "10500 WEST 153RD ST", "city": "ORLANDO PARK", "state": "IL", "zip": "60462"}}
As filed with the Securities and Exchange Commission on June 19, 1998

                                                 Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

           Delaware                                    36-2092797
 (State or other jurisdiction                      (I.R.S. Employer
of incorporation or organization)                  Identification No.)

                             10500 West 153rd Street
                           Orland Park, Illinois 60462
                            Telephone: (708) 349-3300
     (Address, including zip code, telephone number, including area code, of
                   registrant's principal executive offices)

                           ANDREW PROFIT SHARING TRUST
                            (Full title of the plan)

                               Charles R. Nicholas
       Executive Vice President-Administration and Chief Financial Officer
                               Andrew Corporation
                             10500 West 153rd Street
                           Orland Park, Illinois 60462
                            Telephone: (708) 349-3300
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                   Copies to:

                             Dewey B. Crawford, Esq.
                            Gardner, Carton & Douglas
                       321 North Clark Street, Suite 3200
                             Chicago, Illinois 60610

                         CALCULATION OF REGISTRATION FEE
Title of Securities       Amount to be      Proposed Maximum            Proposed Maximum           Amount of
to be Registered          Registered (1)    Offering Price Per Share    Aggregate Offering Price   Registration Fee
----------------          --------------    -------------------         -------------------        ------------
Common Stock, par value   5,000,000         18.375                      91,875,000                 27,103.13
  $0.01 per share (2)(3)
(1)  Together with an indeterminable number of additional securities in order to
     adjust the number of securities reserved for issuance pursuant to the plan
     as the result of a stock split, stock dividend or similar transaction
     affecting the Common Stock, pursuant to 17 C.F.R. ss. 230.416.

(2)  Estimated in accordance with Rule 457(c) and (h)(1), the proposed maximum
     offering price per share, proposed maximum aggregate offering price and the
     amount of the registration fee are based upon the average of the high and
     low prices reported on the Nasdaq National Market on June 18, 1998.

(3)  Pursuant to Rule 416(c), the Registration Statement also covers an
     indeterminate amount of plan interests to be offered and sold pursuant to
     the Andrew Profit Sharing Trust
ANDREW CORPORATION

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are hereby incorporated by reference in to this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") by the Registrant:

         1.  The Registrant's Annual Report on Form 10-K for the fiscal year
             ended September 30, 1997;

         2.  The Registrant's Quarterly Reports on Form 10-Q for the three
             months ended December 31, 1997 and March 31, 1998; and

         3.  The description of Registrant's Common Stock contained in
             Exhibit 99(a) to the Registrant's Annual Report on Form 10-K
             for the fiscal year ended September 30, 1997.

         In addition, each document filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior
to the filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all securities then
remaining unsold under this registration statement, shall be deemed to be
incorporated by reference herein and to be part hereof from the date of filing
of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Dewey B. Crawford, who is a partner of Gardner, Carton & Douglas, which
is delivering the opinion filed as Exhibit 5.1 to this Registration Statement,
beneficially owned 35,000 shares of the Company's Common Stock as of
June 19, 1998.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law ("DGCL") generally
permits a Delaware corporation to indemnify officers, directors, employees or
agents of the corporation if they are, or are threatened to be made, parties to
any threatened, pending or completed action, suit or proceeding by reason of the
fact that such person was an officer, director, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise. The
Registrant's Certificate of Incorporation provides that the Registrant shall,
subject to certain limitations, indemnify its directors and officers against
expenses (including attorneys' fees, judgments, fines and certain settlements)
actually and reasonably incurred by them in connection with any suit or
proceeding to which they are a party so long as they acted in good faith and in
a manner reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to a criminal action or proceeding, so long
as they had no reasonable cause to believe their conduct to have been unlawful.
Section 102 of the DGCL permits a Delaware corporation to include in
its certificate of incorporation a provision eliminating or limiting a
director's liability to a corporation or its stockholders for monetary damages
for breaches of fiduciary duty. DGCL Section 102 provides, however, that
liability for breaches of the duty of loyalty, acts or omissions not in good
faith or involving intentional misconduct, or knowing violation of the law, and
the unlawful purchase or redemption of stock or payment of unlawful dividends or
the receipt of improper personal benefits cannot be eliminated or limited in
this manner. The Registrant's Certificate of Incorporation includes a
provision that eliminates, to the fullest extent permitted, director liability
for monetary damages for breaches of fiduciary duty.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  INDEX TO EXHIBITS.
Exhibit Number      Description of Document
         --------------      -----------------------
4.1                 Shareholder Rights Agreement dated November 14,
                             1996 between Andrew Corporation and Harris Trust
                             and Savings Bank, as Rights Agent, relating to
                             Rights to purchase Common Stock under certain
                             circumstances, incorporated herein by reference
                             from the Registrant's Registration Statement on
                             Form 8-A filed with the Commission on November 26,
                             1996

         5.1                 Opinion of Gardner, Carton & Douglas regarding
                             legality of securities

         23.1                Consent of Ernst & Young LLP

         23.2                Consent of Gardner, Carton & Douglas (included in
                             exhibit 5.1)

         24.1                Powers of Attorney (included on signature page)
ITEM 9.  UNDERTAKINGS.

         (a)  The undersigned Registrant hereby undertakes:

              (1)  To file during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

                   (i)    To include any prospectus required by section 10(a)(3)
              of the Securities Act of 1933;

                   (ii)   To reflect in the prospectus any facts or events
              arising after the effective date of the registration statement
              (or the most recent post-effective amendment thereof) which,
              individually or in the aggregate, represent a fundamental change
              in the information set forth in the registration statement;

                   (iii)  To include any material information with respect to
              the plan of distribution not previously disclosed in the
              registration statement or any material change to such information
              in the registration statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the information required to be included in a
         post-effective amendment by those paragraphs is contained in periodic
         reports filed with or furnished to the Commission by the Registrant
         pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
         of 1934 that are incorporated by reference in this registration
         statement.

              (2)  That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

              (3)  To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offering herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 of this
registration statement, or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Orland Park, State of Illinois, on this 19th day
of June 1998.

                                       ANDREW CORPORATION

                                       By:/s/Floyd L. English
                                          ---------------------------------
                                             Floyd L. English
                                             Chairman, President and
                                             Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Floyd L. English, Charles R. Nicholas or
Gregory F. Maruszak, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities, to sign, execute and file this
Registration Statement and any or all amendments (including, without limitation,
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and all documents required to be filed with respect
therewith, with the Securities and Exchange Commission or any regulatory
authority, granting unto such attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith and about the premises in order to effectuate
the same as fully to all intents and purposes as he might or could do if
personally present, hereby ratifying and confirming all that such
attorneys-in-fact and agents or his or their substitute or substitutes, may
lawfully do or cause to be done.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on this 19th day of June 1998.

      /s/Floyd L. English                       /s/Charles R. Nicholas 
-------------------------------------   ----------------------------------------
         Floyd L. English                          Charles R. Nicholas
     Chairman, President and                    Executive Vice President
     Chief Executive Officer                   and Chief Financial Officer
            Director                          (Principal Financial Officer)
  (Principal Executive Officer)

      /s/Gregory F. Maruszak                    /s/John G. Bollinger
-------------------------------------   ----------------------------------------
         Gregory F. Maruszak                       John G. Bollinger
       Vice President, Finance                         Director
   (Principal Accounting Officer)

      /s/Jon L. Boyes                           /s/Kenneth J. Douglas
-------------------------------------   ----------------------------------------
         Jon L. Boyes                              Kenneth J. Douglas
           Director                                    Director

      /s/Jere D. Fluno                          /s/Ormand J. Wade
-------------------------------------   ----------------------------------------
         Jere D. Fluno                             Ormand J. Wade
            Director                                   Director
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
as amended, the Plan has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Orland
Park, State of Illinois, on this 19th day of June 1998.

                                   ANDREW PROFIT SHARING TRUST

                                   By:/s/Charles R. Nicholas
                                      ----------------------------------
                                         Charles R. Nicholas
                                         President of Andrew
                                         Profit Sharing Trust
INDEX TO EXHIBITS
Exhibit Number     Description of Document
--------------     -----------------------
4.1                Shareholder Rights Agreement dated November 14, 1996 between
                   Andrew Corporation and Harris Trust and Savings Bank, as
                   Rights Agent, relating to Rights to purchase Common Stock
                   under certain circumstances, incorporated herein by reference
                   from the Registrant's Registration Statement on Form 8-A
                   filed with the Commission on November 26, 1996

5.1                Opinion of Gardner, Carton & Douglas regarding legality of
                   securities

23.1               Consent of Ernst & Young LLP

23.2               Consent of Gardner, Carton & Douglas (included in
                   exhibit 5.1)

24.1               Powers of Attorney (included on signature page)