

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

                                 SCHEDULE 13D
                                (Rule 13d-101)
                   INFORMATION TO BE INCLUDED IN STATEMENTS
                FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
                    THERETO FILED PURSUANT TO RULE 13d-2(a)



                              ANDREW CORPORATION
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                               (Name of Issuer)

                    Common Stock, par value $.01 per share
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                        (Title of Class of Securities)


                                   034425108
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                                (CUSIP Number)

                        Pequot Capital Management, Inc.
                              500 Nyala Farm Road
                          Westport, Connecticut 06880
                            Attn: Kevin E. O'Brien
                                (203) 429-2200
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                 (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)


                                 June 4, 2002
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                     (Date of Event which Requires Filing
                              of this Statement)

If the filing  person has  previously  filed a statement  on  Schedule  13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this  schedule  because of Rule  13d-1(e),  13d-1(f)  or  13d-1(g),  check the
following box [ ].

Note: Schedules filed in paper format shall include a signed original and five
copies of the  schedule,  including  all  exhibits.  See Rule  13d-7 for other
parties to whom copies are to be sent.

The  information  required  on the  remainder  of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities  Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however,  see
the Notes).

                        (Continued on following pages)


<PAGE>


                                                             Page 2 of 6 Pages

CUSIP No. 034425108                   13D

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   1   NAME OF REPORTING PERSON
       I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

       Pequot Capital Management, Inc.
       06-1524885

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   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                             (a)  [ ]
                                                             (b)  [ ]

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   3   SEC USE ONLY



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   4   SOURCE OF FUNDS*

       00

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   5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
       ITEMS 2(d) OR 2(e)                                         [  ]


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   6   CITIZENSHIP OR PLACE OF ORGANIZATION

       Connecticut

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    NUMBER OF     7    SOLE VOTING POWER                6,926,444
     SHARES
  BENEFICIALLY
    OWNED BY    --------------------------------------------------------------
      EACH        8    SHARED VOTING POWER                    -0-
   REPORTING
    PERSON
      WITH      --------------------------------------------------------------
     PERSON       9    SOLE DISPOSITIVE POWER           6,926,444

                --------------------------------------------------------------
                  10   SHARED DISPOSITIVE POWER               -0-

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  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       6,926,444

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  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

                                                                      [ ]

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  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

       7.1%

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  14   TYPE OF REPORTING PERSON*

       IA

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                     *SEE INSTRUCTIONS BEFORE FILLING OUT.


<PAGE>


Item 1. Security and Issuer.

     This  statement  (the  "Schedule  13D")  relates  to the shares of common
stock, $.01 par value ("Shares") of Andrew Corporation, a Delaware corporation
(the "Company").  The Company's principal executive office is located at 10500
West 153rd Street, Orland Park, Illinois 60462.

Item 2. Identity and Background.

     This  statement  is being filed on behalf of Pequot  Capital  Management,
Inc., a  Connecticut  corporation  (the  "Reporting  Person").  The  principal
business of the Reporting Person, an investment  adviser  registered under the
Investment  Advisers Act of 1940, is to act as  investment  adviser to certain
managed accounts (the "Accounts").

     The  executive  officers of the  Reporting  Person are Messrs.  Arthur J.
Samberg  and Kevin E.  O'Brien;  the  directors  of the  Reporting  Person are
Messrs.  Samberg and O'Brien;  and the controlling  shareholder is Mr. Samberg
(collectively,  the "Executive Officers,  Directors and Controlling  Person").
The  business  address of the  Reporting  Person and the  Executive  Officers,
Directors and Controlling Person is 500 Nyala Farm Road, Westport, CT 06880.

     Neither the Reporting Person nor any of the Executive Officers, Directors
and  Controlling  Person have,  during the last five years,  been convicted in
criminal proceedings (excluding traffic violations or similar misdemeanors).

     Neither the Reporting Person nor any of the Executive Officers, Directors
and  Controlling  Person have,  during the last five years,  been a party to a
civil   proceeding  of  a  judicial  or   administrative   body  of  competent
jurisdiction  which  resulted in a judgment,  decree or final order  enjoining
future  violations  of, or  prohibiting  or  mandating  activities  subject to
federal or state securities laws or finding any violation with respect to such
laws.

     Each of the Executive Officers, Directors and the Controlling Person is a
citizen of the United States.

Item 3. Source and Amount of Funds or Other Consideration.

     On  February  18,  2002,  Celiant  Corporation,  a  Delaware  corporation
("Celiant"),  the Company, and Ptolemy Acquisition Co., a Delaware corporation
and wholly owned  subsidiary of the Company  ("Sub") entered into an Agreement
and Plan of Merger (the "Merger Agreement"),  pursuant to which Celiant merged
with and into Sub (the "Merger") effective on June 4, 2002.

     Pursuant to the Merger  Agreement,  the shares of Celiant preferred stock
owned  by each of the  Accounts  (collectively,  the  "Investors"  and each an
"Investor")  were  converted into and exchanged for a combination of Shares of
the Company and cash.  As a result of the Merger the Accounts  hold  6,926,444
shares of common stock of the Company.

     Under Rule 13d-3 under the Securities Exchange Act of 1934, the Reporting
Person is deemed to be the  beneficial  owner of the  6,926,444  Shares of the
Company  in the  aggregate  in the  accounts  of the  Investors  for which the
Reporting Person exercises investment discretion.

Item 4. Purpose of Transaction.

     The Reporting Person acquired the Shares  beneficially  owned by it as an
investment  and in the  ordinary  course of  business.  The  Reporting  Person
intends  to  review  on a  continuing  basis its  investment  in the  Company,
including the Company's  business,  financial  condition and operating results
and general market and industry  conditions  and, based upon such review,  may
acquire  additional  Shares  or  dispose  of  Shares  in the open  market,  in
privately negotiated transactions or in any other lawful manner.

     Pursuant  to the Merger  Agreement,  the Company  agreed to increase  the
Board of Directors of the Company by two persons and the Investors  were given
the right to fill one of such vacancies by designating one person to the Board
of Directors.  An employee of the Reporting Person was elected to the Board of
Directors on June 5, 2002.

     Pursuant to the Registration  Rights Agreement,  dated as of June 4, 2002
(the "Registration Rights Agreement"), by and among the Company, the Investors
and the other  stockholders  of Celiant,  the  Company has agreed to file,  as
promptly  as  practicable  following  the  effective  date  of the  Merger,  a
registration statement on Form S-3 (the "Registration Statement") covering the
Shares issued to the Investors  and the other  stockholders  of Celiant in the
Merger (the "Registrable Securities"), and to keep such Registration Statement
continuously  effective  for two years  following  the  effective  date of the
Merger.  During the first year following the Merger,  no holder of Registrable
Securities  may  sell  under  the  Registration   Statement  more  Registrable
Securities  than would be permitted by Rule 144(e) under the Securities Act of
1933 (assuming such  securities  were subject  thereto).  In addition,  if the
Company  proposes to register any of its securities by registration  under the
Securities  Act of 1933,  it has agreed to include  in such  registration  the
Shares requested to be included in such  registration by the Investors and the
other holders, subject to certain limitations.

     The  foregoing  description  of  portions  of the  Merger  Agreement  and
Registration  Rights Agreement is not intended to be complete and is qualified
in its entirety by the complete texts of the Merger Agreement and Registration
Rights Agreement,  which are incorporated  herein by reference.  Copies of the
Merger Agreement and Registration Rights Agreement are being filed herewith as
exhibits.

     Except as set forth above,  neither the Reporting Person nor, to the best
knowledge of the Reporting Person,  any of the Executive  Officers,  Directors
and  Controlling  Person,  has any plans or proposals which relate to or would
result in the types of transactions set forth in the subparagraphs (a) through
(j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a)  As of the date hereof,  the  Reporting  Person  beneficially  owns in the
     aggregate  6,926,444  Shares,  representing  approximately  7.1%  of  the
     Company's issued and outstanding  Shares.  (The foregoing  calculation is
     based  on  98,081,843  Shares  issued  and  outstanding,  which  includes
     81,803,038 shares issued and outstanding  according to the Company's most
     recent report on Form 10-Q filed May 13, 2002 and the  16,278,805  Shares
     issued by the Company pursuant to the Merger Agreement.)

(b)  The Reporting Person has the sole power to vote, direct the vote, dispose
     and direct the disposition of these Shares.

(c)  Except as  described  above,  the  Reporting  Person has not effected any
     transactions in the securities of the Company during the past sixty days.

(d)  Each of the Investors has the right to receive  dividends  from,  and the
     proceeds from the sale of, Shares held by it.

(e)  Not applicable.

Item 6. Contracts, Arrangements,  Understandings or Relationships with Respect
        to Securities of the Issuer.

     Other than as described in Items 3 and 4,  neither the  Reporting  Person
nor any of the Executive Officers, Directors and Controlling Person is a party
to any contract,  arrangement,  understanding or relationship  with respect to
any securities of the Company, including but not limited to transfer or voting
of any of the  securities,  finder's  fees,  joint  ventures,  loan or  option
agreements,  puts or calls,  guarantees  of profits,  divisions  of profits or
losses or the giving or withholding of proxies.

Item 7. Material to be filed as Exhibits

     Agreement and Plan of Merger, dated as of February 18, 2002, by and among
Celiant Corporation, Andrew Corporation and Ptolemy Acquisition Co.

     Registration  Rights  Agreement,  dated as of June 4, 2002,  by and among
Andrew Corporation and the stockholders of Celiant Corporation named therein.


<PAGE>


                                   Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the  information  set  forth in this  statement  is  true,  complete  and
correct.

Dated: June 12, 2002
                                              PEQUOT CAPITAL MANAGEMENT, INC.


                                              /s/Kevin E. O'Brien
                                              -------------------------------
                                              Kevin E. O'Brien
                                              General Counsel




02720.0001 #330274


