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ANDREW CORP. ANNOUNCES RESULTS OF TENDER OFFER

 ANDREW CORP. ANNOUNCES RESULTS OF TENDER OFFER
 ORLAND PARK, Ill., July 31 /PRNewswire/ -- Andrew Corp.


(NASDAQ: ANDW) today announced that, based on a preliminary count by Continental Bank N.A., the depositary for its "Dutch Auction" tender offer, the company will accept for purchase approximately 848,000 shares of its common stock at a price of $33.875 per share in accordance with the terms of the offer.
 Under the terms of the tender offer, the company had offered to purchase 820,000 shares of its common stock at a price not greater than $35 per share nor less than $31 per share, as specified by tendering stockholders.
 The company will exercise its right to increase the number of shares to be purchased as provided under the terms of the tender offer. Therefore, the company will accept all shares properly tendered at or below $33.875 per share and there will be no proration. The tender offer expired Thursday, July 30, 1992 at midnight Eastern time.
 As previously announced, the company has entered into agreements with four major inside stockholders for the purchase of an aggregate of 680,000 common shares.
 The company will purchase such shares at $33.875 per share. After purchase of such shares and the approximately 848,000 shares accepted pursuant to the "Dutch Auction," the company will have approximately 8,090,000 shares outstanding, excluding common stock equivalents.
 Payment for shares properly tendered and accepted will be made as soon as is practicable after Aug. 13, 1992. All shares tendered and not purchased by the company will be returned to stockholders.
 Kidder, Peabody & Co. Incorporated and Cowen & Company acted as dealer managers for the tender offer.
 -0- 7/31/92
 /CONTACT: Charles R. Nicholas, CFO of Andrew Corp., 708-873-2740/
 (ANDW) CO: Andrew Corp. ST: Illinois IN: TLS SU: OFR


LR -- NY066 -- 5755 07/31/92 16:21 EDT
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Publication:PR Newswire
Date:Jul 31, 1992
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