Andrew Corporation, a global communications systems and equipment supplier, received a Nasdaq Staff Determination on November 29, 2004 indicating that Andrew's Series A 7.75% Convertible Preferred Stock (NASDAQ:ANDWP) fails to comply with the minimum number of round lot shareholders requirement for continued listing of the Series A Preferred Stock set forth in Nasdaq Marketplace Rule 4450(h)(4), and that the Series A Preferred Stock will, therefore, be delisted from the Nasdaq National Market at the opening of business on December 8, 2004. Andrew does not intend to appeal the Nasdaq Staff Determination.

The Series A 7.75% Convertible Preferred Stock may become eligible to trade on the OTC Bulletin Board or in the "Pink Sheets" if a market maker makes application to register in and quote the security in accordance with SEC Rule 15c2-11, and such application (a "Form 211") is cleared.

Andrew had 120,414 shares of Series A 7.75% Convertible Preferred Stock outstanding at September 30, 2004. The Series A 7.75% Convertible Preferred Stock has no par value and a liquidation preference of $50 per share plus accrued and unpaid dividends. On or after February 20, 2005, Andrew may, at its option, cause all of the outstanding shares of the Convertible Preferred Stock to be automatically converted into common stock at the then prevailing conversion ratio.

About Andrew

Andrew Corporation (NASDAQ:ANDW) designs, manufactures and delivers innovative and essential equipment and solutions for the global communications infrastructure market. The company serves operators and original equipment manufacturers from facilities in 35 countries. Andrew (www.andrew.com), headquartered in Orland Park, IL, is an S&P 500 company founded in 1937.

Forward Looking Statements

Some of the statements in this news release are forward looking statements and we caution our stockholders and others that these statements involve certain risks and uncertainties. Factors that may cause actual results to differ from expected results include the company's ability to integrate acquisitions and to realize the anticipated synergies and cost savings, the effects of competitive products and pricing, economic and political conditions that may impact customers' ability to fund purchases of our products and services, the company's ability to achieve the cost savings anticipated from cost reduction programs, fluctuations in international exchange rates, the timing of cash payments and receipts, end use demands for wireless communication services, the loss of one or more significant customers, and other business factors. Investors should also review other risks and uncertainties discussed in company documents filed with the Securities and Exchange Commission.