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                                                                      EXHIBIT 99

                           GENERAL INSTRUMENT CORPORATION
                     EXHIBIT 99 -- FORWARD-LOOKING INFORMATION


     The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements.  The Company's Form 10-K, the Company's
Annual Report to Stockholders, any Form 10-Q or Form 8-K of the Company, or any
other oral or written statements made by or on behalf of the Company, may
include forward-looking statements which reflect the Company's current views
with respect to future events and financial performance.  These forward-looking
statements are identified by their use of such terms and phrases as "intends,"
"intend," "intended," "goal," "estimate," "estimates," "expects," "expect,"
"expected," "project," "projects," "projected," "projections," "plans,"
"anticipates," "anticipated," "should," "designed to," "foreseeable future,"
"believe," "believes," and "scheduled" and similar expressions.  These
forward-looking statements are subject to certain uncertainties and other
factors that could cause actual results to differ materially from such
statements.  Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date the statement was
made.  The Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.

     The actual results of the Company may differ significantly from the results
discussed in forward-looking statements. Factors that might cause such a
difference include, but are not limited to, uncertainties relating to general
political, economic and competitive conditions in the United States and other
markets where the Company operates; uncertainties relating to government and
regulatory policies; uncertainties relating to customer plans and commitments;
the Company's dependence on the cable television industry and cable television
spending; Year 2000 readiness; the pricing and availability of equipment,
materials and inventories; technological developments; the competitive
environment in which the Company operates; changes in the financial markets
relating to the Company's capital structure and cost of capital; the
uncertainties inherent in international operations and foreign currency
fluctuations; authoritative generally accepted accounting principles or policy
changes from such standard-setting bodies as the Financial Accounting Standards
Board and the Securities Exchange Commission; and the factors as set forth
below. 
 
FACTORS RELATING TO THE DISTRIBUTION

     In a transaction that was consummated on July 28, 1997, the former General
Instrument Corporation (the "Distributing Company") (i) transferred all the
assets and liabilities relating to the manufacture and sale of broadband
communications products used in the cable television, satellite, and
telecommunications industries to the Company (which was then named "NextLevel
Systems, Inc." and was a wholly-owned subsidiary of the Distributing Company)
and transferred all the assets and liabilities relating to the manufacture and
sale of coaxial, fiber optic and other electric cable used in the cable
television, satellite and other industries to its wholly-owned subsidiary
CommScope, Inc. ("CommScope") and (ii) then distributed all of the outstanding
shares of capital stock of each of the Company and CommScope to its stockholders
on a pro rata basis as a dividend (the "Distribution").  Immediately following
the Distribution, the Distributing Company changed its corporate name to
"General Semiconductor, Inc."  Effective February 2, 1998, the Company changed
its corporate name from "NextLevel Systems, Inc." to "General Instrument
Corporation."
 
     The Distribution Agreement, dated as of June 12, 1997, among the Company,
CommScope and the Distributing Company (the "Distribution Agreement") and
certain other agreements executed in connection with the Distribution
(collectively, the "Ancillary Agreements") allocate among the Company,
CommScope, and General Semiconductor and their respective subsidiaries
responsibility for various indebtedness, liabilities and obligations.  It is
possible that a court would disregard this contractual

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allocation of indebtedness, liabilities and obligations among the parties and
require the Company or its subsidiaries to assume responsibility for obligations
allocated to another party, particularly if such other party were to refuse or
was unable to pay or perform any of its allocated obligations.

     Pursuant to the Distribution Agreement and certain of the Ancillary
Agreements, the Company has agreed to indemnify the other parties (and certain
related persons) from and after consummation of the Distribution with respect to
certain indebtedness, liabilities and obligations, which indemnification
obligations could be significant.

     Although the Distributing Company has received a favorable ruling from the
Internal Revenue Service, if the Distribution were not to qualify as a tax free
spin-off (either because of the nature of the Distribution or because of events
occurring after the Distribution) under Section 355 of the Internal Revenue Code
of 1986, as amended, then, in general, a corporate tax would be payable by the
consolidated group of which the Distributing Company was the common parent based
upon the difference between the fair market value of the stock distributed and
the Distributing Company's adjusted basis in such stock.  The corporate level
tax would be payable by General Semiconductor and could substantially exceed the
net worth of General Semiconductor.  However, under certain circumstances, the
Company and CommScope have agreed to indemnify General Semiconductor for such
tax liability. In addition, under the consolidated return rules, each member of
the consolidated group (including the Company and CommScope) is severally liable
for such tax liability.
 
CERTAIN RESTRICTIONS UNDER CREDIT FACILITIES

     The Credit Agreement dated as of July 23, 1997, as amended, among the 
Company, certain banks, and The Chase Manhattan Bank, as Administrative 
Agent, contains certain restrictive financial and operating covenants, 
including, among others, requirements that the Company satisfy certain 
financial ratios. Significant financial ratios include (i) maintenance of 
consolidated net worth above $600 million adjusted for 50% of cumulative 
positive quarterly net income subsequent to June 30, 1997; (ii) maintenance 
of an interest coverage ratio based on EBITDA in comparison to net interest 
expense of greater than 5 to 1; and (iii) maintenance of a leverage ratio 
comparing total indebtedness to EBITDA of less than 3 to 1.  In addition, 
under the Credit Agreement, certain changes in control of the Company would 
result in an event of default, and the lenders under the Credit Agreement 
could declare all outstanding borrowings under the Credit Agreement 
immediately due and payable.  The failure of the Company to satisfy the 
financial and/or operating covenants contained in the Credit Agreement could 
cause the Company to be unable to borrow under the Credit Agreement and would 
cause the Company to seek alternative sources of working capital financing 
and, depending upon the Company's financial condition at such time, could 
have a material adverse effect on the operations and financial condition of 
the Company.
 
DEPENDENCE OF THE COMPANY ON THE CABLE TELEVISION INDUSTRY AND CABLE TELEVISION
CAPITAL SPENDING

     The majority of the Company's revenues come from sales of systems and
equipment to the cable television industry.  Demand for these products depends
primarily on capital spending by cable television system operators for
constructing, rebuilding or upgrading their systems.  The amount of this capital
spending, and, therefore the Company's sales and profitability, may be affected
by a variety of factors, including general economic conditions, the continuing
trend of cable system consolidation within the industry, the financial condition
of domestic cable television system operators and their access to financing,
competition from direct-to-home ("DTH"), satellite, wireless television
providers and telephone companies offering video programming, technological
developments that impact the deployment of equipment and new legislation and
regulations affecting the equipment used by cable television system operators
and their customers.  There can be no assurance that cable television capital
spending will increase from historical levels or that existing levels of cable
television capital spending will be maintained. 

     Although the domestic cable television industry is comprised of thousands
of cable systems, a small number of MSO's own a majority of cable television
systems and account for a significant portion of

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the capital expenditures made by cable television system operators.  The loss of
business from a significant MSO could have a material adverse effect on the
business of the Company.

THE IMPACT OF REGULATION AND GOVERNMENT ACTION

     In recent years, cable television capital spending has been affected by new
legislation and regulation, on the federal, state and local level, and many
aspects of such regulation are currently the subject of judicial proceedings and
administrative or legislative proposals.  During 1993 and 1994, the Federal
Communications Commission (the "FCC") adopted rules under the Cable Television
Consumer Protection and Competition Act of 1992 (the "1992 Cable Act"),
regulating rates that cable television operators may charge for lower tiers of
service and generally not regulating the rates for higher tiers of service.  In
1996, the Telecommunications Act of 1996 (the "Telecom Act") was enacted to
eliminate certain governmental barriers to competition among local and long
distance telephone, cable television, broadcasting and wireless services.  The
FCC is continuing its implementation of the Telecom Act which, when fully
implemented, may significantly impact the communications industry and alter
federal, state and local laws and regulations regarding the provision of cable
and telephony services.  Among other things, the Telecom Act eliminates
substantially all restrictions on the entry of telephone companies and certain
public utilities into the cable television business.  Telephone companies may
now enter the cable television business as traditional cable operators, as
common carrier conduits for programming supplied by others, as operators of
wireless distribution systems, or as hybrid common carrier/cable operator
providers of programming on so-called "open video systems." The economic impact
of the 1992 Cable Act, the Telecom Act and the rules thereunder on the cable
television industry and the Company is still uncertain.

     On June 24, 1998, the FCC released a Report and Order entitled IN THE
MATTER OF IMPLEMENTATION OF SECTION 304 OF THE TELECOMMUNICATIONS ACT OF 1996 -
COMMERCIAL AVAILABILITY OF NAVIGATION DEVICES (the "Retail Sales Order"), which
promulgates rules providing for the commercial availability of navigation
devices, including set-top devices and other consumer equipment, used to receive
video signals and other services from multichannel video programming
distributors ("MVPDs"), including cable television system operators.  The Retail
Sales Order mandates that (i) subscribers have a right to attach any compatible
navigation device to an MVPD system regardless of its source and (ii) service
providers are prohibited from taking actions which would prevent navigation
devices that do not perform conditional access functions from being made
available by retailers, manufacturers, or other affiliated vendors.  To
accomplish subscribers' right to attach, the FCC has ordered that (i) MVPDs must
provide technical information concerning interface parameters necessary to
permit navigation devices to operate with their systems; (ii) MVPDs must
separate out security functions from non-security functions by July 1, 2000; and
(iii) after January 1, 2005, MVPDs may not provide new navigation devices for
sale, lease or use that perform both conditional access functions and other
functions in a single integrated device.

     Unless modified or overturned, the Retail Sales Order will require set-top
device manufacturers, such as the Company, to develop a separate security module
to be available for sale to other manufacturers who want to build set-top
devices, as well as ultimately prevent the Company from offering set-top devices
in which the security and non-security functions are integrated.   In addition,
the Retail Sales Order may require the Company to offer its set-top devices
through retail distribution channels, an area in which the Company has limited
experience.  The competitive impact of the Retail Sales Order is still
uncertain, and there can be no assurance that the Company will be able to
compete successfully with other consumer electronics manufacturers interested in
manufacturing set-top devices, many of which have greater resources and retail
sales experience than the Company.

     In February 1998, PRIMESTAR, the nation's second largest provider of
satellite television entertainment, entered into an agreement with the Company,
pursuant to which the Company will manufacture integrated receiver decoders
("IRDs") for PRIMESTAR's planned high power retail and wholesale service. 
Offering a high-power service may enable PRIMESTAR to provide expanded channel
capacity and smaller receiving dishes to its subscribers.  In October 1998,
PRIMESTAR announced the termination of its agreement with American Sky
Broadcasting LLC (ASkyB) with respect to

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PRIMESTAR's  proposed acquisition of ASkyB's assets, including a high power
orbital slot.  While PRIMESTAR is attempting to secure use of another high power
orbital slot, there can be no assurance that PRIMESTAR will be able to secure
another high power orbital slot, and accordingly, there can be no assurance that
the Company will realize the benefits of its agreement with PRIMESTAR.

     There can be no assurance that future legislation, regulations or
government action will not have a material adverse effect on the operations and
financial condition of the Company.

TELECOMMUNICATIONS INDUSTRY COMPETITION AND TECHNOLOGICAL CHANGES AFFECTING THE
COMPANY

     The Company will be significantly affected by the competition among cable
television system operators, satellite television providers and telephone
companies to provide video, voice and data/Internet services. In particular,
although cable television operators have historically provided television
services to the majority of U.S. households, DTH satellite television has
attracted a growing number of subscribers and the regional telephone companies
have begun to offer competing cable and wireless cable services.  This
competitive environment is characterized by rapid technological changes,
particularly with respect to developments in digital compression and broadband
access technology.

     The Company believes that, as a result of its development of new products
based on emerging technologies and the diversity of its product offerings, it is
well positioned to supply each of the cable, satellite and telephone markets. 
The future success of the Company, however, will be dependent on its ability to
market and deploy these new products successfully and to continue to develop and
timely exploit new technologies and market opportunities both in the United
States and internationally.  There can be no assurance that the Company will be
able to continue to successfully introduce new products and technologies, that
it will be able to deploy them successfully on a large-scale basis or that its
technologies and products will achieve significant market acceptance.  The
future success of the Company will also be dependent on the ability of cable and
satellite television operators to successfully market the services provided by
the Company's advanced digital terminals to their customers.  Further, there can
be no assurance that the development of products using new technologies or the
increased deployment of new products will not have an adverse impact on sales by
the Company of certain of its other products.  In addition, because of the
competitive environment and the nature of the Company's business, there have
been and may continue to be threats by third parties asserting their
intellectual property rights and challenging the Company's ability to deploy new
technologies.

COMPETITION


     The Company's products and services compete with those of a substantial
number of foreign and domestic companies, some with greater resources, financial
or otherwise, than the Company, and the rapid technological changes occurring in
the Company's markets are expected to lead to the entry of new competitors.  The
Company's ability to anticipate technological changes and to introduce enhanced
products on a timely basis will be a significant factor in the Company's ability
to expand and remain competitive.  Existing competitors' actions and new
entrants may have an adverse impact on the Company's sales and profitability. 
For a discussion of competitive factors in regards to retail consumer electronic
manufacturers see "The Impact of Regulation and Government Action".  The Company
believes that it enjoys a strong competitive position because of its large
installed cable television equipment base, its strong relationships with the
major cable television system operators, its technological leadership and new
product development capabilities, and the likely need for compatibility of new
technologies with currently installed systems.  There can be no assurance,
however, that competitors will not be able to develop systems compatible with,
or that are alternatives to, the Company's proprietary technology or systems. 

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INTERNATIONAL OPERATIONS; FOREIGN CURRENCY RISKS

     U.S. broadband system designs and equipment are being employed in
international markets, where cable television penetration is low.  In addition,
the Company is developing new products to address international market
opportunities.  However, the impact of the economic crises in Asia and Latin
America has significantly affected the Company's results in these markets. 
There can be no assurance that international markets will rebound to historical
levels or that such markets will continue to develop or that the Company will
receive additional contracts to supply systems and equipment in international
markets.

     International exports of certain of the Company's products require export
licenses issued by the U.S. Department of Commerce prior to shipment in
accordance with export control regulations.  The Company has made a voluntary
disclosure to the U.S Department of Commerce with respect to several violations
by the Company of these export control regulations.  While the Company does not
expect these violations to have a material adverse effect on the Company's
operations or financial condition, there can be no assurance that these
violations will not result in the imposition of sanctions or restrictions on the
Company.

     A significant portion of the Company's products are manufactured or
assembled in Taiwan and Mexico.  In addition, the Company's operations are
expanding into new international markets.  These foreign operations are subject
to the usual risks inherent in situating operations abroad, including risks with
respect to currency exchange rates, economic and political destabilization,
restrictive actions by foreign governments, nationalizations, the laws and
policies of the United States affecting trade, foreign investment and loans, and
foreign tax laws.  The Company's cost-competitive status relative to other
competitors could be adversely affected if the New Taiwan dollar or another
relevant currency appreciates relative to the U.S. dollar.

YEAR 2000 READINESS

     The Company is preparing for the impact of the arrival of the Year 2000 on
its business, as well as on the businesses of its customers, suppliers and
business partners.  The "Year 2000 Issue" is a term used to describe the
problems created by systems that are unable to accurately interpret dates after
December 31, 1999.  These problems are derived predominantly from the fact that
many software programs have historically categorized the "year" in a two-digit
format.  The Year 2000 Issue creates potential risks for the Company, including
potential problems in the Company's products as well as in the Information
Technology ("IT") and non-IT systems that the Company uses in its business
operations.  The Company may also be exposed to risks from third parties with
whom the Company interacts who fail to adequately address their own Year 2000
issues.

     There can be no assurance that the Company will be completely successful in
its efforts to address Year 2000 issues.  If some of the Company's products are
not Year 2000 compliant, the Company could suffer lost sales or other negative
consequences, including, but not limited to, diversion of resources, damage to
the Company's reputation, increased service and warranty costs and litigation,
any of which could materially adversely affect the Company's business operations
or financial statements.

     The Company is also dependent on third parties such as its customers,
suppliers, service providers and other business partners.  If these or other
third parties fail to adequately address Year 2000 Issues, the Company could
experience a negative impact on its business operations or financial statements.
For example, the failure of certain of the Company's principal suppliers to have
Year 2000 compliant internal systems could impact the Company's ability to
manufacture and/or ship its products or to maintain adequate inventory levels
for production.

     The Company's Year 2000 statements, including without limitation,
anticipated costs and the dates by which the Company expects to complete certain
actions, are based on management's best current estimates, which were derived
utilizing numerous assumptions about future events, including the continued 

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availability of certain resources, representations received from third parties
and other factors.  However, there can be no guarantee that these estimates will
be achieved, and actual results could differ materially from those anticipated. 
Specific factors that might cause such material differences include, but are not
limited to, the ability to identify and remediate all relevant IT and non-IT
systems, results of Year 2000 testing, adequate resolution of Year 2000 Issues
by businesses and other third parties who are service providers, suppliers or
customers of the Company, unanticipated system costs, the adequacy of and
ability to develop and implement contingency plans and similar uncertainties. 
 
ENVIRONMENT
 
     The Company is subject to various federal, state, local and foreign laws
and regulations governing the use, discharge and disposal of hazardous
materials.  The Company's manufacturing facilities are believed to be in
substantial compliance with current laws and regulations.  Compliance with
current laws and regulations has not had and is not expected to have a material
adverse effect on the Company's results of operations and financial condition.
 
     The Company's present and past facilities have been in operation for many
years, and over that time in the course of those operations, such facilities
have used substances which are or might be considered hazardous, and the Company
has generated and disposed of wastes which are or might be considered hazardous.
Therefore, it is possible that additional environmental issues may arise in the
future, which the Company cannot now predict.