UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549


                                   FORM 10-Q

(Mark One)
[ X ]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2000

                                       OR

[   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE  ACT OF 1934

             For the transition period from __________ to __________


                        Commission file number 001-12929

                                 CommScope, Inc.
             (Exact name of registrant as specified in its charter)

                    Delaware                         36-4135495
         (State or other jurisdiction of          (I.R.S. Employer
          incorporation or organization)         Identification No.)

              1375 Lenoir-Rhyne Boulevard, Hickory, North Carolina
                    (Address of principal executive offices)
                                      28602
                                   (Zip Code)

                                 (828) 324-2200
              (Registrant's telephone number, including area code)

   Indicate  by check mark  whether  the  registrant  (1) has filed all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

Yes [ X ]    No [   ]

As of April 30, 2000 there were 51,040,023 shares of Common Stock outstanding.


<PAGE>

                                CommScope, Inc.
                                   Form 10-Q
                                March 31, 2000
                               Table of Contents

                                                                       Page No.
                                                                      ----------

Part I - Financial Information (Unaudited):

  Item 1. Condensed Consolidated Financial Statements
            Condensed Consolidated Statements of Income                   3
            Condensed Consolidated Balance Sheets                         4
            Condensed Consolidated Statements of Cash Flows               5
            Condensed Consolidated Statement of Stockholders' Equity      6
            Notes to Condensed Consolidated Financial Statements        7 - 8

  Item 2. Management's Discussion and Analysis of Results of
            Operations and Financial Position                           9 - 13

Part II - Other Information:

  Item 6. Exhibits and Reports on Form 8-K                               14

  Signatures                                                             15

                                       2

<PAGE>
<TABLE>
<CAPTION>

                                 CommScope, Inc.
                   Condensed Consolidated Statements of Income
        (Unaudited - in thousands, except net income per share amounts)

<S>                                                    <C>            <C>
                                                          Three Months Ended
                                                               March 31,
                                                       ------------------------
                                                         2000           1999
                                                       ---------      ---------

Net sales                                              $ 203,939      $ 148,071

Operating costs and expenses:
   Cost of sales                                         151,586        111,236
   Selling, general and administrative                    18,397         14,569
   Research and development                                3,638          1,489
   Amortization of goodwill                                1,343          1,247
                                                       ---------      ---------
      Total operating costs and expenses                 174,964        128,541
                                                       ---------      ---------

Operating income                                          28,975         19,530
Other income (expense), net                                  (15)            10
Interest expense                                          (2,388)        (2,798)
Interest income                                              392            139
                                                       ---------      ---------

Income before income taxes                                26,964         16,881
Provision for income taxes                               (10,237)        (6,121)
                                                       ---------      ---------

Net income                                             $  16,727      $  10,760
                                                       =========      =========

Net income per share:
   Basic                                                  $ 0.33         $ 0.21
   Assuming dilution                                      $ 0.32         $ 0.21

Weighted average shares outstanding:
   Basic                                                  50,935         50,401
   Assuming dilution                                      52,500         51,218

</TABLE>
           See notes to condensed consolidated financial statements.

                                       3

<PAGE>
<TABLE>
<CAPTION>

                                 CommScope, Inc.
                      Condensed Consolidated Balance Sheets
                      (In thousands, except share amounts)

<S>                                                      <C>         <C>
                                                         (Unaudited)
                                                          March 31,  December 31,
                                                            2000         1999
                                                         ----------  ------------

                                     Assets

Cash and cash equivalents                                $   2,278    $  30,223
Accounts receivable, less allowance for doubtful
   accounts of $5,266 and $4,838, respectively             162,974      127,018
Inventories (Note 2)                                        60,930       40,208
Prepaid expenses and other current assets                    2,650        2,376
Deferred income taxes                                       16,409       15,354
                                                         ---------    ---------
      Total current assets                                 245,241      215,179

Property, plant and equipment, net                         195,813      181,488
Goodwill, net of accumulated amortization of
   $50,115 and $48,777, respectively                       160,715      162,075
Other intangibles, net of accumulated amortization
   of $32,740 and $32,055, respectively                     16,025       16,710
Other assets                                                 6,812        7,083
                                                         ---------    ---------

      Total Assets                                       $ 624,606    $ 582,535
                                                         =========    =========

                      Liabilities and Stockholders' Equity

Accounts payable                                         $  42,794    $  29,179
Other accrued liabilities                                   47,898       39,048
                                                         ---------    ---------
      Total current liabilities                             90,692       68,227

Long-term debt                                             197,642      198,402
Deferred income taxes                                       20,868       20,346
Other noncurrent liabilities                                14,890       14,216
                                                         ---------    ---------
      Total Liabilities                                    324,092      301,191

Commitments and contingencies (Note 4)                        --           --

Stockholders' Equity:
   Preferred stock, $.01 par value; Authorized
     shares:  20,000,000; Issued and outstanding
     shares: None at March 31, 2000 and
     December 31, 1999                                        --           --
   Common stock, $.01 par value; Authorized shares:
     300,000,000; Issued and outstanding shares:
     51,017,342 at March 31, 2000; 50,889,208 at
     December 31, 1999                                         510          509
   Additional paid-in capital                              169,870      166,875
   Retained earnings                                       132,642      115,915
   Accumulated other comprehensive loss                     (2,508)      (1,955)
                                                         ---------    ---------
      Total Stockholders' Equity                           300,514      281,344
                                                         ---------    ---------

      Total Liabilities and Stockholders' Equity         $ 624,606    $ 582,535
                                                         =========    =========

</TABLE>
           See notes to condensed consolidated financial statements.

                                       4

<PAGE>
<TABLE>
<CAPTION>

                                 CommScope, Inc.
                 Condensed Consolidated Statements of Cash Flows
                           (Unaudited - in thousands)

<S>                                                        <C>         <C>
                                                            Three Months Ended
                                                                 March 31,
                                                           --------------------
                                                             2000        1999
                                                           --------    --------
OPERATING ACTIVITIES:
Net income                                                 $ 16,727    $ 10,760
Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
    Depreciation and amortization                             8,176       6,932
    Deferred income taxes                                      (827)     (1,118)
    Changes in assets and liabilities:
      Accounts receivable                                   (36,343)    (14,100)
      Inventories                                           (21,031)     (1,854)
      Prepaid expenses and other current assets                (295)      2,222
      Accounts payable and other accrued liabilities         24,134      18,516
      Other noncurrent liabilities                              674         431
      Other                                                     (84)       (116)
                                                           --------    --------
Net cash provided by (used in) operating activities          (8,869)     21,673

INVESTING ACTIVITIES:
    Additions to property, plant and equipment              (20,858)     (9,005)
    Acquisition of business in Seneffe, Belgium                --       (17,023)
    Other                                                       228        --
                                                           --------    --------
Net cash used in investing activities                       (20,630)    (26,028)

FINANCING ACTIVITIES:
    Net repayments under revolving credit facility             --       (10,000)
    Proceeds from term loan facility for acquisition
      of business in Seneffe, Belgium                          --        16,353
    Proceeds from exercise of stock options                   1,653       3,417
                                                           --------    --------
Net cash provided by financing activities                     1,653       9,770

Effect of exchange rate changes on cash                         (99)        (68)
                                                           --------    --------

Change in cash and cash equivalents                         (27,945)      5,347
Cash and cash equivalents, beginning of period               30,223       4,129
                                                           --------    --------
Cash and cash equivalents, end of period                   $  2,278    $  9,476
                                                           ========    ========

</TABLE>
           See notes to condensed consolidated financial statements.

                                       5

<PAGE>
<TABLE>
<CAPTION>

                                                           CommScope, Inc.
                                      Condensed Consolidated Statement of Stockholders' Equity
                                          (Unaudited - in thousands, except share amounts)
                                                  Three Months Ended March 31, 2000

<S>                                 <C>               <C>        <C>             <C>         <C>             <C>
                                                                                              Accumulated
                                      Number of                  Additional                      Other          Total
                                    Common Shares     Common      Paid-In        Retained    Comprehensive   Stockholder's
                                     Outstanding      Stock       Capital        Earnings        Loss           Equity
                                    -------------     ------     ----------      --------    -------------   -------------

Balance December 31, 1999             50,889,208       $509       $166,875       $115,915       $(1,955)       $ 281,344

Issuance of shares for stock
    option exercises                     128,134          1          1,652           --            --              1,653
Tax benefit from stock option
    exercises                               --          --           1,343           --            --              1,343
Comprehensive income:
    Net income                              --          --            --           16,727          --             16,727
    Other comprehensive loss                --          --            --             --            (553)            (553)
                                    -------------     ------     ----------      --------    -------------   -------------
Total comprehensive income                  --          --            --           16,727          (553)          16,174
                                    -------------     ------     ----------      --------    -------------   -------------
Balance March 31, 2000                51,017,342       $510       $169,870       $132,642       $(2,508)       $ 300,514
                                    =============     ======     ==========      ========    =============   =============

                                      See notes to condensed consolidated financial statements.
</TABLE>
                                       6

<PAGE>

                                 CommScope, Inc.
              Notes to Condensed Consolidated Financial Statements
               (Unaudited - In Thousands, Unless Otherwise Noted)

1.  BACKGROUND AND BASIS OF PRESENTATION

Background

   CommScope,  Inc.  ("CommScope"  or the  "Company"),  through its wholly owned
subsidiaries,  operates  in the cable  manufacturing  business.  CommScope  is a
leading  worldwide  designer,  manufacturer  and  marketer  of a wide  array  of
broadband coaxial cables and other  high-performance  electronic and fiber optic
cable products for cable  television,  telephony,  Internet  access and wireless
communications.   Management   believes   CommScope   is  the  world's   largest
manufacturer  of coaxial cable for hybrid fiber  coaxial (HFC) cable  television
systems.  CommScope is also a leading  supplier of coaxial,  twisted  pair,  and
fiber optic cables for premise wiring (local area networks),  wireless and other
communication applications.

Basis of Presentation

   The condensed  consolidated balance sheet as of March 31, 2000, the condensed
consolidated  statements of income for the three months ended March 31, 2000 and
1999, the condensed  consolidated  statements of cash flows for the three months
ended March 31,  2000 and 1999,  and the  condensed  consolidated  statement  of
stockholders' equity for the three months ended March 31, 2000 are unaudited and
reflect all adjustments of a normal  recurring  nature which are, in the opinion
of management, necessary for a fair presentation of the interim period financial
statements.  There were no adjustments of a nonrecurring  nature recorded during
the three months ended March 31, 2000 or 1999. The results of operations for the
interim period are not necessarily indicative of the results of operations to be
expected for the full year.

   The  unaudited  interim  condensed   consolidated   financial  statements  of
CommScope  have been  prepared  pursuant  to the rules  and  regulations  of the
Securities  and  Exchange  Commission.   Accordingly,  certain  information  and
footnote  disclosures  normally  included in  financial  statements  prepared in
accordance with generally accepted accounting  principles have been condensed or
omitted.  These interim condensed  consolidated  financial  statements should be
read in conjunction  with the Company's  December 31, 1999 audited  consolidated
financial  statements  and notes thereto  included in the Company's  1999 Annual
Report on Form 10-K.

2.  SUPPLEMENTAL BALANCE SHEET INFORMATION

   Inventories consist of:

                                  March 31,    December 31,
                                    2000           1999
                                ------------   ------------

      Raw materials               $ 22,114       $ 16,597
      Work in process               12,173          9,942
      Finished goods                26,643         13,669
                                ------------   ------------
                                  $ 60,930       $ 40,208
                                ============   ============

                                       7

<PAGE>

3.  NET INCOME PER SHARE

   Below is a reconciliation  of weighted average common shares  outstanding for
basic net income per share to  weighted  average  common  and  potential  common
shares outstanding for diluted net income per share:
<TABLE>
<CAPTION>
<S>                                                         <C>        <C>
                                                             Three      Three
                                                             Months     Months
                                                             Ended      Ended
                                                            March 31,  March 31,
                                                            2000 (A)     1999
                                                            ---------  ---------

Weighted average number of common shares outstanding          50,935     50,401
Dilutive effect of employee stock options                      1,565        817
                                                            ---------  ---------
Weighted average number of common and potential
  common shares outstanding                                   52,500     51,218
                                                            =========  =========
</TABLE>

(A) On December 15,  1999,  the Company  issued  $172.5  million in  convertible
    notes,  which are  convertible  into shares of common  stock at a conversion
    rate of  20.7512  shares  per  $1,000  principal  amount.  The effect of the
    assumed  conversion of these notes was excluded from the  computation of net
    income per share  (assuming  dilution)  for the three months ended March 31,
    2000 because its inclusion would have been antidilutive.

4.  COMMITMENTS AND CONTINGENCIES

   At March 31,  2000,  the  Company  had  commitments  outstanding  for capital
expenditures  under purchase orders and contracts of approximately $8.9 million.
These commitments relate to capacity expansion  projects,  the majority of which
are expected to be completed in 2000.

                                       8

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

   The   following   discussion   and  analysis  is  provided  to  increase  the
understanding  of,  and  should  be  read in  conjunction  with,  the  unaudited
condensed  consolidated  financial statements and accompanying notes included in
this document as well as the audited consolidated financial statements,  related
notes thereto and  management's  discussion and analysis of financial  condition
and results of operations  for the year ended  December 31, 1999 included in our
Annual Report on Form 10-K. Unless otherwise  specified,  capitalized terms used
herein are used as defined in our audited consolidated  financial statements for
the year ended  December  31, 1999 or in the  unaudited  condensed  consolidated
financial statements included in this document.

HIGHLIGHTS

   We reported net income of $17 million, or $0.33 per basic share and $0.32 per
diluted share,  for the quarter ended March 31, 2000.  These results  reflect an
increase of $6 million, or 55%, from the quarter ended March 31, 1999 net income
of $11 million, or $0.21 per basic and diluted share.

COMPARISON OF RESULTS OF  OPERATIONS  FOR THE THREE MONTH PERIOD ENDED MARCH 31,
2000 WITH THE THREE MONTH PERIOD ENDED MARCH 31, 1999

Net Sales

   Net sales for the first quarter ended March 31, 2000 increased $56 million or
38% to $204  million,  compared  to the  same  period  in  1999.  This  increase
primarily resulted from higher sales volume, as the price increases  implemented
in mid-February 2000 had little impact on first quarter results. The increase in
sales volume was primarily  driven by strong  broadband  cable sales to domestic
telecommunications  companies. Domestic sales rose 46% to nearly $154 million in
the first quarter of 2000, compared to the same period in 1999.

   For the first quarter ended March 31, 2000, international sales increased 18%
to $50  million  compared to the same  period in 1999,  due mainly to  improving
sales in Latin America and the Asia/Pacific Rim region.

     Net  sales  to  cable  television  and  other  video  distribution  markets
("CATV/Video Products") for the first quarter ended March 31, 2000 increased $31
million or 26% to nearly $150 million,  compared to the same period in 1999. The
increase in sales of  CATV/Video  Products  was led by strong sales of broadband
cable to Multiple System Operators. First quarter domestic CATV/Video sales grew
approximately  30%,  year-over-year.  This  performance  reflects  more  than  a
doubling of year-over-year sales of fiber optic cable. Sales in our portfolio of
broadband  Hybrid Fiber  Coaxial  (HFC)  products for  last-mile  communications
continue to accelerate and interest continues to grow in the area of residential
cabling solutions for in-home video, voice and high-speed Internet access.

   Net sales for local area network and other data applications ("LAN Products")
for the first quarter  ended March 31, 2000  increased $10 million or 66% to $25
million,  compared to the same period in 1999. We are optimistic about growth in
sales of our LAN  Products,  due  primarily  to the  strength of the  underlying
market,  increased demand for gigabit network  infrastructure  systems,  and the
continued  acceptance of our  patent-pending  IsoliteTM  foamed  insulation  for
unshielded twisted pair cables.

                                       9

<PAGE>

   Net sales for  wireless and other  telecommunications  products for the first
quarter  ended  March 31,  2000 more than  doubled to $29.3  million  from $14.6
million for the first quarter of 1999. This substantial  year-over-year increase
reflects strong growth in both sales of Cell Reach(R) for wireless  applications
and  sales  of  other  telecommunications   products.  Other  telecommunications
products  primarily  represent  cables  designed for switching and  transmission
applications for enhanced  telecommunications  services.  First quarter sales of
Cell Reach  products  more than  tripled  year-over-year.  We  believe  that our
patented  Cell  Reach  products  are  now  recognized  as the new  standard  for
performance and value in the wireless industry due to their superior performance
and  compelling  value  proposition  for the  growing  wireless  industry.  With
significant  capacity scheduled to come on line in midyear 2000, we believe that
Cell Reach will be a substantial contributor to our long-term growth goals.

Gross Profit (Net Sales Less Cost of Sales)

   Gross profit for the first quarter ended March 31, 2000 was approximately $52
million,  compared  to almost $37  million  for the same  period in 1999.  Gross
profit  margins  improved to 25.7% for the first  quarter  ended March 31, 2000,
compared  to gross  profit  margins  of 24.9% for the same  period in 1999.  The
primary drivers of the improvement in gross profit and gross profit margins are:

o     increased sales volumes;
o     improving Cell Reach profitability; and
o     aggressive   cost   reduction   efforts, primarily through  engineered
        manufacturing efficiencies including vertical integration projects.

   We  anticipate  continued  sequential  improvement  in gross  profit  margins
despite rising raw material costs and the impact of certain  one-time costs that
affected  production  and  shipping in the first  quarter of 2000.  Our recently
implemented   price   increases  for  HFC  products  and  vertical   integration
activities,  which should begin yielding  benefits late in the second quarter of
2000, are expected to more than offset the rising cost and tightening  supply of
some raw materials.

Selling, General and Administrative

   Selling,  general and  administrative  ("SG&A") expense for the first quarter
ended  March 31,  2000 was $18  million,  compared  to $15  million for the same
period in 1999. As a percentage of net sales,  SG&A expense was 9% for the first
quarter  ended March 31,  2000,  down  slightly  from 10% for the same period in
1999,  mainly due to the fact that general and  administrative  expenses did not
grow at the same rate as net sales and the  associated  selling  expenses.  SG&A
expense is expected  to  continue  to increase in absolute  amount and be in the
range of 9.5% to 10% of net sales  over the  longer  term due  primarily  to the
expansion of our sales and marketing efforts to support developing  products and
sales growth targets.

Research and Development

   Research and  development  expense as a percentage of net sales  increased to
nearly 2% for the first quarter ended March 31, 2000 compared to 1% for the same
period in 1999.  This  increase is due  primarily  to our  vertical  integration
projects for bimetal wire  fabrication  and fine wire  drawing.  We have ongoing
programs to develop new products and market  opportunities  for our products and
core capabilities and new manufacturing technologies to achieve cost reductions.

                                       10

<PAGE>

Net Interest Expense

   Net  interest  expense  for the first  quarter  ended March 31, 2000 was $2.0
million,  compared to $2.7 million for the same period in 1999.  The decrease in
net  interest  expense  is  primarily  due to  the  favorable  impact  of the 4%
convertible  subordinated  notes we issued in  December  1999.  All  outstanding
borrowings  under our revolving  credit  agreement  were repaid in December 1999
with proceeds from the issuance of our  convertible  notes,  which carry a lower
effective interest rate.

Income Taxes

   Our effective tax rate was 38% for the first quarter ended March 31, 2000 and
36% for the same period in 1999.  This  fluctuation in our effective tax rate is
mainly due to the strength in domestic versus international sales, which diluted
the impact of our foreign sales corporation tax benefit during the first quarter
ended March 31, 2000.

LIQUIDITY AND CAPITAL RESOURCES

   Cash used in operating  activities was approximately $9 million for the first
quarter ended March 31, 2000, compared to cash provided by operating  activities
of $22 million for the same period in 1999. This decrease in operating cash flow
is primarily due to increased  accounts  receivable and inventories,  which were
somewhat  offset  by  increased  accounts  payable.  The  increase  in  accounts
receivable  is due  primarily  to the  increase  in  sales,  which  was  heavily
concentrated  in the last half of the quarter ended March 31, 2000. The increase
in inventory, which was offset by an increase in accounts payable, was primarily
related to an  intentional  buildup of raw materials and Cell Reach  products in
anticipation of increased seasonal demand.

   Working capital was $155 million at March 31, 2000,  compared to $147 million
at December 31, 1999. We believe that working  capital levels are appropriate to
support current levels of orders and backlog.

   During the first  quarter  ended March 31,  2000,  we invested $21 million in
property,  plant and equipment  compared to $9 million during the same period in
1999. As planned,  we accelerated  capital  spending during the first quarter of
2000 to support vertical integration projects, capacity expansion, and equipment
upgrades to meet increased current and anticipated  future business demands.  As
of March 31, 2000, we had committed  funds of  approximately  $8.9 million under
purchase orders and contracts  related to these projects,  the majority of which
are expected to be completed in 2000.

   We utilized an  additional  $17 million  during the first quarter ended March
31, 1999 to acquire Alcatel's coaxial cable business in Seneffe, Belgium.

   Our principal  sources of liquidity both on a short-term and long-term  basis
are cash flows provided by operations and funds available under long-term credit
facilities. We currently have $350 million of available borrowing capacity under
our  revolving  credit  agreement,  which  expires  in  December  2002.  We owed
long-term  debt of  $197.6  million,  or 39.7% of our  book  capital  structure,
defined as long-term debt and total stockholders'  equity, as of March 31, 2000,
compared  to  $198.4  million,  or  41.4% of our book  capital  structure  as of
December 31, 1999.  The slight  decrease in long-term  debt is due solely to the
favorable  impact  of  foreign  exchange  rate  fluctuations  on our 15  million
eurodollar term loan.

                                       11

<PAGE>

   Based  upon our  analysis  of our  consolidated  financial  position  and the
expected  results of our operations in the future,  we believe that we will have
sufficient  cash flows from future  operations and the financial  flexibility to
attract both  short-term  and long-term  capital on  acceptable  terms as may be
needed to fund operations,  capital  expenditures  and other growth  objectives.
There can be no assurance, however, that future industry-specific  developments,
general  economic  trends or other  situations  will not  adversely  affect  our
operations or ability to meet cash requirements.

MARKET RISK

   As  disclosed in our Annual  Report on Form 10-K for the year ended  December
31, 1999,  our major market risk  exposure  relates to adverse  fluctuations  in
commodity  prices,  interest rates and foreign currency  exchange rates. We have
established  a risk  management  strategy  that  includes the use of  derivative
financial  instruments  primarily to reduce our exposure to these market  risks.
Our exposure associated with these market risks has not materially changed since
December  31,  1999.  In  addition,  we have  not  acquired  any new  derivative
financial  instruments  since that date or terminated any  derivative  financial
instruments that existed at that date.

INFORMATION MANAGEMENT SYSTEM

   On  January  2,  2000,  we  began  the  implementation  of a  new  integrated
information management system. Our goal for this new computer-based system is to
help us improve  business  practices,  allow faster  access to  information  and
ultimately enable us to service our customers better in the future,  among other
things.

   However,  during January 2000 we experienced some delays in certain shipments
in connection  with the transition to this new  information  system.  During the
first quarter of 2000, we worked  diligently to resolve these transition  issues
and to increase shipping efforts to reduce the  system-related  backlogs.  We do
not believe  that these  transition  issues  will have a material  impact on our
results of operations,  liquidity or financial condition for the full year 2000.
We have made progress incorporating our new information system into our business
model and expect to reap its full  benefits  over the longer term.  However,  we
cannot assure you that we will incur no future issues with this system.

FORWARD-LOOKING STATEMENTS

   Certain statements in this Form 10-Q that are other than historical facts are
intended to be "forward-looking statements" within the meaning of the Securities
Exchange Act of 1934, the Private  Securities  Litigation Reform Act of 1995 and
other related laws. These forward-looking statements are identified,  including,
without  limitation,  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 statements
are subject to various  risks and  uncertainties,  many of which are outside our
control,  including,  without  limitation,  effective  implementation of the new
integrated  information management system,  developments in technology,  pricing
and  acceptance  of our  products,  margin  improvement,  changes  in  cost  and
availability  of materials,  achievement of sales,  growth,  and earnings goals,
industry competition,  regulatory changes affecting our business,  international
economic conditions,  telecommunications  industry capital spending,  successful
expansion and related operation of our facilities,  successful implementation of
the bimetals operation and other vertical integration activities, the ability to
achieve reductions in costs and to continue to integrate  acquisitions,  foreign
currency fluctuations,  technological  obsolescence,  international economic and

                                       12

<PAGE>

political  uncertainties  and other specific factors  discussed in Exhibit 99 to
this Form 10-Q. The information contained in this Form 10-Q represents our  best
judgment at the date of this report based on  information  currently  available.
However, we do not intend to update this information to reflect  developments or
information  obtained  after  the date of this  report  and  disclaim  any legal
obligation to do so.

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<PAGE>

                           PART II - OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a)  Exhibits

             EXHIBIT NO.

                27. Financial Data Schedule
                99. Forward-Looking Information

        (b)  Reports on Form 8-K filed during the three months ended
             March 31, 2000:

                On  February  2,  2000  we  filed a  current  report  on  Form
                8-K announcing our financial results for the full-year 1999.

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<PAGE>

                                   SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                          COMMSCOPE, INC.

May 15, 2000              /s/ Jearld L. Leonhardt
----------------------    -----------------------
Date                      Jearld L. Leonhardt
                          Executive Vice President and Chief Financial Officer
                          Signing both in his capacity as Executive Vice
                          President on behalf of the Registrant and as
                          Chief Financial Officer of the Registrant

                                       15