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 June 30, 1999

                                     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 28601
                  (Address of principal executive offices)
                                 (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  July  23,  1999  there  were  50,737,954  shares  of  Common  Stock
outstanding.


<PAGE>

                              COMMSCOPE, INC.
                                 FORM 10-Q
                               JUNE 30, 1999
                             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                 5
               Flows
             Condensed Consolidated Statement of                       6
               Stockholders' Equity
             Notes to Condensed Consolidated Financial             7 - 9
               Statements

    Item 2.  Management's Discussion and Analysis of Results
               of Operations and Financial Position              10 - 16

Part II - Other Information

    Item 1.  Legal Proceedings                                        16
    Item 2.  Changes in Securities                                    16
    Item 4.  Submission of Matters to a Vote of Security              16
              Holders
    Item 6.  Exhibits and Reports on Form 8-K                         17

    Signatures                                                        18

                                     2
<PAGE>
<TABLE>
                              COMMSCOPE, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF INCOME
              (UNAUDITED--IN THOUSANDS, EXCEPT PER SHARE DATA)
<CAPTION>



                                                Three Months Ended    Six Months Ended
                                                     June 30,            June 30,
                                            ----------------------  -----------------------
                                              1999        1998         1999        1998
                                            ----------  ----------  ----------- -----------

Net Sales                                   $ 186,882   $ 141,886    $ 334,953   $ 275,488
                                            ----------  ----------  ----------- -----------
<S>                                         <C>         <C>         <C>         <C>

Operating Costs and Expenses:
   Cost of sales                              137,022     109,189      248,258     215,223
   Selling, general and administrative         17,330      12,935       31,899      25,468
   Research and development                     1,945       1,449        3,434       3,202
   Amortization of goodwill                     1,347       1,297        2,594       2,600
                                            ----------  ----------  ----------- -----------

      Total operating costs and expenses      157,644     124,870      286,185     246,493
                                            ----------  ----------  ----------- -----------

Operating Income                               29,238      17,016       48,768      28,995
Other income (expense)                            (17)          7           (7)      2,134
Interest expense                               (2,567)     (4,099)      (5,365)     (8,296)
Interest income                                   111         182          250         340
                                            ----------  ----------  ----------- -----------

Income before income taxes                     26,765      13,106       43,646      23,173
Provision for income taxes                     (9,673)     (4,607)     (15,794)     (8,342)
                                            ----------  ----------  ----------- -----------

Net Income                                   $ 17,092     $ 8,499     $ 27,852    $ 14,831
                                            ==========  ==========  =========== ===========


Net income per share:
   Basic                                       $ 0.34      $ 0.17       $ 0.55      $ 0.30
   Assuming dilution                           $ 0.33      $ 0.17       $ 0.54      $ 0.30

Weighted-average shares outstanding:
   Basic                                       50,650      49,177       50,527      49,155
   Assuming dilution                           51,906      49,588       51,613      49,456




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



                                     3
<PAGE>
<TABLE>

                           COMMSCOPE, INC.
                  CONDENSED CONSOLIDATED BALANCE SHEETS
                  (IN THOUSANDS, EXCEPT SHARE DATA)

                                                                 (unaudited)
                                                                   June 30,    December 31,
                                                                     1999         1998
                                                                 -----------  -----------
<S>                                                              <C>          <C>

                               ASSETS

Cash and cash equivalents                                            $ 5,737      $ 4,129
Accounts receivable, less allowance for doubtful accounts of
   $4,919 and $4,126, respectively                                   124,544       93,627
Inventories                                                           35,878       29,986
Prepaid expenses and other current assets                              2,156        3,745
Deferred income taxes                                                 13,369       12,925
                                                                 -----------  -----------
     Total current assets                                            181,684      144,412

Property, plant and equipment, net                                   150,202      135,082
Goodwill, net of accumulated amortization of
   $45,986 and $43,396, respectively                                 164,882      164,024
Other intangibles, net of accumulated amortization of
   $30,684 and $29,314, respectively                                  18,081       19,451
Investments and other assets                                           2,332        2,358
                                                                 -----------  -----------

     Total Assets                                                  $ 517,181    $ 465,327
                                                                 ===========  ===========

                    LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable                                                    $ 42,180     $ 23,717
Other accrued liabilities                                             37,003       26,713
                                                                 -----------  -----------
     Total current liabilities                                        79,183       50,430

Long-term debt                                                       172,445      181,800
Deferred income taxes                                                 16,576       17,543
Other non-current liabilities                                         12,475       11,582
                                                                 -----------  -----------
     Total Liabilities                                               280,679      261,355

Commitments and contingencies

Stockholders' Equity
Preferred stock, $.01 par value; Authorized shares:  20,000,000;
   Issued and outstanding shares:  None at June 30, 1999 and
   December 31, 1998                                                      --            --
Common Stock, $.01 par value; Authorized shares:  300,000,000;
   Issued and outstanding shares:  50,732,762 at June 30, 1999;
   50,254,467 at December 31, 1998                                       507          503
Additional paid-in capital                                           161,706      155,631
Retained earnings                                                     75,690       47,838
Accumulated other comprehensive income (loss)                         (1,401)          --
                                                                 -----------  -----------
     Total Stockholders' Equity                                      236,502      203,972
                                                                 -----------  -----------

     Total Liabilities and Stockholders' Equity                    $ 517,181    $ 465,327
                                                                 ===========  ===========

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

                                      4
<PAGE>

<TABLE>
                              COMMSCOPE, INC.
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (UNAUDITED - IN THOUSANDS)
<CAPTION>
                                                                   SIX MONTHS ENDED JUNE 30,
                                                                -----------------------------
                                                                    1999            1998
                                                                -------------   -------------
<S>                                                             <C>             <C>
OPERATING ACTIVITIES:
Net income                                                       $   27,852      $   14,831
Adjustments to reconcile net income to net cash provided
by operating activities:
    Depreciation and amortization                                    14,077          12,184
    Gain on sale of assets of the high temperature
      aerospace and industrial cable business                            --          (1,873)
    Gain on sale of other property, plant and equipment                  (4)             --
    Changes in assets and liabilities:
      Accounts receivable                                           (34,693)         (3,775)
      Inventories                                                    (1,014)          4,341
      Prepaid expenses and other current assets                       1,588           1,259
      Deferred income taxes                                          (1,411)         (2,028)
      Accounts payable and other accrued liabilities                 28,902          25,014
      Other non-current liabilities                                     893             737
      Other                                                            (145)             67
                                                                -------------   -------------
Net cash provided by operating activities                            36,045          50,757

INVESTING ACTIVITIES:
    Additions to property, plant and equipment                      (15,018)         (9,865)
    Acquisition of business in Seneffe, Belgium                     (17,023)             --
    Sale of assets of the high temperature aerospace and
      industrial cable business                                          --           9,654
    Sale of other property, plant and equipment                         172              --
    Other                                                                --             146
                                                                -------------   -------------
Net cash used in investing activities                               (31,869)            (65)

FINANCING ACTIVITIES:
    Net repayments under revolving credit facility                  (25,000)        (47,000)
    Proceeds of term loan facility for acquisition of business
      in Seneffe, Belgium                                            16,353              --
    Exercise of stock options                                         6,060             900
    Issuance of stock to outside director                                19              --
                                                                -------------   -------------
Net cash used in financing activities                                (2,568)        (46,100)

Change in cash and cash equivalents                                   1,608           4,592
Cash and cash equivalents, beginning of period                        4,129           3,330
                                                                -------------   -------------
Cash and cash equivalents, end of period                         $    5,737      $    7,922
                                                                =============   =============


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


                                     5
<PAGE>


<TABLE>
                              COMMSCOPE, INC.
          CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
               (UNAUDITED - IN THOUSANDS, EXCEPT SHARE DATA)
                       SIX MONTHS ENDED JUNE 30, 1999
<CAPTION>
                                                                                                         Accumulated
                                                  Number of                                                 Other
                                                   Common                    Additional                 Comprehensive     Total
                                                   Shares        Common        Paid-In      Retained        Income     Stockholders'
                                                 Outstanding     Stock         Capital      Earnings        (Loss)        Equity
                                                 ------------  ------------  ------------  ------------  ------------  ------------
<S>                                              <C>           <C>           <C>           <C>           <C>           <C>
Balance December 31, 1998                         50,254,467    $      503    $  155,631    $   47,838    $       --    $  203,972

Issuance of shares for stock option exercises        477,295             4         6,056            --            --         6,060
Issuance of shares to outside director                 1,000            --            19            --            --            19
Comprehensive income (loss) - currency
  translation adjustment                                  --            --            --            --        (1,401)       (1,401)
Net income                                                --            --            --        27,852            --        27,852
                                                 ------------  ------------  ------------  ------------  ------------  ------------
Balance June 30, 1999                             50,732,762    $      507    $  161,706    $   75,690    $   (1,401)   $  236,502
                                                 ============  ============  ============  ============  ============  ============


CommScope, Inc. has 20 million authorized shares of preferred stock at $0.01 par value.
No preferred stock is currently issued or outstanding.

         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") was incorporated in Delaware
in January 1997 and, through its wholly owned subsidiary CommScope, Inc. of
North  Carolina  ("CommScope  NC"),  operates  in the  cable  manufacturing
business.  The Company  designs,  manufactures,  markets and sells coaxial,
fiber  optic  and high  performance  electronic  cables  primarily  used in
communications,  local area network and industrial applications.  CommScope
is  a  leading  manufacturer  and  supplier  of  coaxial  cable  for  cable
television applications and other communications applications in the United
States.   CommScope  is  also  a  leading  supplier  of  coaxial  cable  to
international   communications  markets,  primarily  the  cable  television
market.

BASIS OF PRESENTATION

The condensed consolidated balance sheet as of June 30, 1999, the condensed
consolidated  statements  of income for the three months and the six months
ended June 30, 1999 and 1998, the condensed consolidated statements of cash
flows for the six months  ended June 30, 1999 and 1998,  and the  condensed
consolidated  statement  of  stockholders'  equity for the six months ended
June  30,  1999 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 non-recurring  nature recorded during the three months and
the six months ended June 30, 1999 and 1998.  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,
1998 audited  consolidated  financial statements and notes thereto included
in the Company's 1998 Annual Report on Form 10-K.

2.  SUPPLEMENTAL BALANCE SHEET INFORMATION

      Inventories consist of:


                                      June 30,        December 31,
                                        1999          31, 1998
                                     ------------   --------------

           Raw materials                $  15,078      $  12,379
           Work in process                  8,769          5,811
           Finished goods                  12,031         11,796
                                     ------------   ------------

                                        $  35,878      $  29,986
                                     ============   ============


                                     7
<PAGE>


                              COMMSCOPE, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                   (IN THOUSANDS, UNLESS OTHERWISE NOTED)

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 common equivalent
shares outstanding for diluted net income per share:

                                       Three     Six      Three     Six
                                       Months    Months   Months    Months
                                       Ended     Ended    Ended     Ended
                                       June 30,  June 30, June 30,  June 30,
                                        1999      1999     1998      1998
                                       ---------------------------------------

Average number of common shares
outstanding - for basic net income     50,650    50,527   49,177     49,155
per share
Dilutive effect of stock options        1,256     1,086      411        301
                                     -----------------------------------------
Average  number of common and common
equivalent shares  outstanding - for
diluted net income per share           51,906    51,613   49,588     49,456
                                     =========================================

4.  LONG-TERM DEBT

Long-term debt consisted of the following:
<TABLE>

                                                      June 30,     December 31,
                                                         1999         1998
                                                    ------------ -----------------
<S>                                                   <C>         <C>

Credit Agreement (as defined below)                   $  146,000    $   171,000
Eurodollar Credit Agreement (as defined below)            15,645             --
Alabama State Industrial Development
Authority Notes                                           10,800         10,800
                                                     ----------- -----------------
                                                      $  172,445    $   181,800
                                                     =========== =================
</TABLE>

In July 1997,  the Company  entered  into a $350 million  revolving  credit
agreement  with a group of banks  (the  "Credit  Agreement").  The  Company
utilizes the Credit  Agreement  for,  among other things,  general  working
capital  needs,  financing  strategic   acquisitions,   and  other  general
corporate purposes.

In February  1999,  the Company  entered into a term loan  agreement for 15
million Euros (the "Eurodollar Credit Agreement"). The Company utilized the
proceeds  of the loan to fund the  acquisition  costs and  working  capital
needs of a new manufacturing facility in Seneffe, Belgium.

5.    BUSINESS ACQUISITIONS AND DIVESTITURES

In February 1998,  the Company sold certain real and personal  property and
inventories  of  its  high-temperature   aerospace  and  industrial  cables
business  to Alcatel  for an  adjusted  price of $13  million.  The Company
recognized a pre-tax  gain from the sale of $1.9  million  ($0.02 per basic
and diluted share, net of tax effect).





                                     8
<PAGE>

                              COMMSCOPE, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                   (IN THOUSANDS, UNLESS OTHERWISE NOTED)

5.    BUSINESS ACQUISITIONS AND DIVESTITURES (continued)

Effective  January 1, 1999, the Company acquired certain assets and assumed
certain  liabilities  of  Alcatel's  coaxial  cable  business  in  Seneffe,
Belgium.  The  acquisition  provides  the Company  with a European  base of
operations,  access to established  distribution channels and complementary
coaxial  cable  technologies.  The operation in Seneffe is the largest CATV
coaxial  cable  manufacturer  in Europe  with  annual  sales by  Alcatel of
approximately $35 million in 1998.

The  Seneffe  acquisition  has been  accounted  for as a purchase  business
combination and,  accordingly,  the acquired assets and assumed liabilities
have  been  recorded  at  their  estimated  fair  value  at the date of the
acquisition of approximately $20 million. Payment for the acquired business
was not required until March 1999 and was financed  primarily by borrowings
under the new Eurodollar Credit Agreement.

6.  NEWLY ISSUED ACCOUNTING STANDARDS

In June 1998,  SFAS No. 133,  "Accounting  for Derivative  Instruments  and
Hedging  Activities",  was issued. SFAS No. 133 establishes  accounting and
reporting   standards  for  derivative   instruments,   including   certain
derivative  instruments embedded in other contracts  (collectively referred
to as derivatives) and for hedging activities. The new standard requires an
entity to recognize all  derivatives as either assets or liabilities in the
statement  of  financial  position and measure  those  instruments  at fair
value.  SFAS No. 133 is effective for the Company  beginning  with the year
ending December 31, 2001. Management is currently evaluating the effects of
SFAS No. 133 on the Company's financial statements and current disclosures.





                                     9
<PAGE>

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

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, 1998
included in the  Company's  Annual  Report on Form 10-K.  Unless  otherwise
specified, capitalized terms used herein are used as defined in the audited
consolidated  financial statements of CommScope for the year ended December
31, 1998 or in the unaudited condensed  consolidated  financial  statements
included in this document.

HIGHLIGHTS

CommScope  reported  net income of $17  million  ($0.34 per basic share and
$0.33 per diluted  share) for the quarter  ended June 30, 1999, an increase
of $9 million  (101%) from the quarter ended June 30, 1998 net income of $8
million ($0.17 per basic and diluted share).

For the six months  ended June 30, 1999,  CommScope  reported net income of
$28  million  ($0.55  per basic  share and $0.54  per  diluted  share),  an
increase of $13 million  (88%) from the six months  ended June 30, 1998 net
income of $15 million ($0.30 per basic and diluted share).

Net  income  for the six months  ended  June 30,  1998  includes a one-time
pre-tax  gain  of  $1.9  million  related  to the  sale  of  the  Company's
high-temperature  aerospace and industrial  cables business.  Excluding the
gain,  net income for the six months  ended June 30,  1998 was $14  million
($0.28 per basic and diluted share).


       COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTH
           PERIODS ENDED JUNE 30, 1999 WITH THE THREE AND SIX MONTH
                        PERIODS ENDED JUNE 30, 1998

NET SALES

Net sales  for the  second  quarter  and six  months  ended  June 30,  1999
increased  $45 million  (32%) to $187 million and $60 million (22%) to $335
million, respectively, from the comparable prior year periods. The increase
in net sales is primarily due to strengthening domestic coaxial cable sales
and solid growth in all key product categories.

For the second  quarter and six months ended June 30,  1999,  international
sales increased 22% and 31%,  respectively,  compared to the  corresponding
periods in 1998, due mainly to the acquisition of the Company's new coaxial
cable business in Seneffe, Belgium and improving Latin American sales.

Net  sales  to  cable  television  and  other  video  distribution  markets
("CATV/Video  Products")  for the second  quarter and six months ended June
30, 1999  increased $31 million (28%) to $143 million and $46 million (21%)
to $262 million,  respectively,  from  comparable  prior year periods.  The
increase in sales of CATV/Video  Products resulted primarily from improving
coaxial  cable sales to  domestic  telecommunications  companies  and cable
television system operators (MSOs).

Net  sales  for local  area  network  and  other  data  applications  ("LAN
Products")  for the  second  quarter  and six months  ended  June 30,  1999
increased $2 million (11%) to $23 million and decreased $6 million (13%) to
$38   million,   respectively,   from   comparable   prior   periods.   The
year-over-year  sales decrease for LAN Products is primarily due to pricing
pressure in the LAN market.  However,  sales of LAN products  made a strong
recovery in the second  quarter of 1999,  compared to the first  quarter of
1999 and the second  quarter of 1998,  due primarily to the strength of the
underlying market, the ongoing shift to high-performance  products, and the
acceptance of  CommScope's  Isolite TM  foamed  insulation  for  Unshielded
Twisted Pair (UTP) cables.


                                     10
<PAGE>
Net sales for wireless and other telecommunications applications ("Wireless
and Other Telecom  Products")  for the second  quarter and six months ended
June 30, 1999 were $21 million and $36 million,  respectively,  as compared
to $9 million  and $16 million for the  comparable  periods in 1998.  These
substantial  increases  reflect  strong sales growth in both Cell Reach for
wireless  applications and other  telecommunications  products for enhanced
communications services.

GROSS PROFIT (NET SALES LESS COST OF SALES)

Gross profit for the second  quarter and six months ended June 30, 1999 was
$50 million and $87 million, respectively,  compared to $33 million and $60
million for the comparable prior year periods,  an increase of 53% and 44%,
respectively.  Gross  profit  margins  improved  to 26.7% and 25.9% for the
second quarter and six months ended June 30, 1999,  respectively,  compared
to 23.0% and 21.9% for the comparable prior periods. The primary drivers of
the  improvement in gross profit and gross profit margins are the increased
sales  volumes  and  favorable   product  mix,   engineered   manufacturing
efficiencies  including "value capture" vertical integration,  material and
commodity cost improvements, and improving Cell Reach profitability.  These
improvements  were  somewhat  offset by lower  prices for LAN  Products and
sales  from  the  Seneffe   facility,   which   currently  has  lower  than
Company-average margins.

The Company anticipates  continued  improvement in gross profit margins due
to ongoing cost reduction  initiatives.  However, these improvements may be
moderated by the pricing  environment for LAN Products,  the implementation
of a new enterprise  information management system and increasing commodity
prices.

SELLING, GENERAL AND ADMINISTRATIVE

Selling, general and administrative ("SG&A") expense for the second quarter
and six  months  ended  June 30,  1999  was $17  million  and $32  million,
respectively,  compared to $13  million and $25 million for the  comparable
prior periods.  As a percentage of net sales,  SG&A expense was 9% and 10%,
respectively,  for the second  quarter and six months  ended June 30, 1999,
compared to 9% for both comparable  periods of 1998. SG&A expense increased
primarily due to the  expansion of 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  remained
steady at 1% during all periods presented. The Company has ongoing programs
to develop new products and market  opportunities for its products and core
capabilities and new manufacturing technologies to achieve cost reductions.

OTHER INCOME, NET

In February 1998,  the Company sold certain real and personal  property and
inventories  of  its  high-temperature   aerospace  and  industrial  cables
business  to Alcatel  for an  adjusted  price of $13  million.  The Company
recognized a pre-tax  gain from the sale of $1.9  million  ($0.02 per basic
and diluted share, net of tax effect).

INTEREST EXPENSE

Interest  expense for the second quarter and six months ended June 30, 1999
was $2.6 million and $5.4 million,  respectively,  compared to $4.1 million
and $8.3 million for the comparable prior periods. The decrease in interest
costs is due to the  reduction in  borrowings  under the  Company's  credit
facility from $208 million at the end of the second quarter of 1998 to $146
million  at the end of the  second  quarter  of  1999.  This  reduction  in
interest  expense was partially offset during the six months ended June 30,
1999 by interest expense on new borrowings of 15 million Euros  (equivalent
to $16.4 million at the date of borrowing), which are discussed below under
LIQUIDITY AND CAPITAL RESOURCES.

INCOME TAXES

The  effective  tax rate was 36% for the six months ended June 30, 1999 and
1998.



                                     11
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by  operations  was $36 million for the six months ended June
30,  1999  compared to $51 million  for the  comparable  period in 1998,  a
decrease of $15  million,  or 29%.  The  decrease in cash flow  provided by
operations is primarily due to increased accounts receivable resulting from
higher sales volume and moderated somewhat by improved cash collections.

Working capital was $103 million at June 30, 1999,  compared to $94 million
at December  31,  1998.  Management  of the Company  believes  that working
capital  levels are  appropriate  to support  current  levels of orders and
backlog.

During the six months ended June 30, 1999, the Company invested $15 million
in  equipment  and  facilities  compared to $10 million for the  comparable
period  in  1998.  The  capital  spending  in  each  period  was  primarily
attributable to vertical  integration  projects,  capacity  expansion,  and
equipment  upgrades  to  meet  increased  current  and  anticipated  future
business demands. The Company utilized an additional $17 million during the
six months ended June 30, 1999 to acquire  Alcatel's coaxial cable business
in Seneffe, Belgium. During the six months ended June 30, 1998, the Company
received  initial cash  proceeds of $10 million  related to the sale of its
high temperature aerospace and industrial cables business.

The  Company's  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.  During the six months ended June 30,
1999 the Company  repaid $25 million under its revolving  credit  facility.
Additionally,  the Company  borrowed 15 million Euros  (equivalent to $16.4
million  on the date of  borrowing)  under a new  variable  rate  term loan
agreement (the  "Eurodollar  Credit  Agreement") to fund the acquisition of
the coaxial cable business in Seneffe,  Belgium. Based upon its analysis of
the Company's  consolidated  financial position and the expected results of
its  operations  in the future,  management  believes that the Company 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 the Company's  operations or its ability to meet
its cash requirements.

In  the  normal  course  of  business,  CommScope  uses  various  financial
instruments, including derivative financial instruments, for purposes other
than  trading.  Non-derivative  financial  instruments  include  letters of
credit and commitments to extend credit (accounts receivable).  The Company
controls  its  exposures  to  credit  risk  associated  with its  financial
instruments   through  credit  approvals,   credit  limits  and  monitoring
procedures.  At June 30, 1999, in management's  opinion,  CommScope did not
have  any   significant   exposure  to  any   individual   or  customer  or
counter-party,  nor did CommScope  have any  significant  concentration  of
credit risk related to any financial instrument.

Derivative  financial  instruments  utilized  by  CommScope,  which are not
entered into for speculative purposes, include commodity pricing contracts,
foreign  currency  exchange  contracts,  and contracts  hedging exposure to
interest  rates.  At June 30, 1999,  the Company  evaluated  its  commodity
pricing and foreign currency  exchange  exposures and concluded that it was
not currently beneficial to use derivative  financial  instruments to hedge
its  current  positions  with  respect  to those  exposures.  However,  the
Company's  Eurodollar Credit Agreement (which is not a derivative financial
instrument)  serves as a hedge against currency exchange  exposures related
to the Company's net  investment in its coaxial cable  business in Seneffe,
Belgium.

As of June 30,  1999 the Company  had  entered  into an interest  rate swap
agreement  to  effectively  convert an  aggregate  amount of $50 million of
outstanding  variable-rate  borrowings to a fixed-rate basis. The agreement
expires in October 2001. Under the agreement,  interest settlement payments
will be made quarterly based upon the spread between the three month LIBOR,
as adjusted quarterly, and the fixed rate of 4.81%.



                                    12
<PAGE>

Also as of June, 30, 1999, the variable rate borrowing under the Eurodollar
Credit  Agreement  was  effectively  converted  into a fixed  rate of 4.53%
through an interest  rate swap  agreement  with terms that are identical to
the Eurodollar  Credit Agreement.  Net payments or receipts  resulting from
the interest rate swap  agreements  are recorded as adjustments to interest
expense in each quarter.

At  June  30,  1999,  the  weighted  average  effective  interest  rate  on
outstanding   borrowings  and  associated  credit  fees  under  the  Credit
Agreement,   the  Eurodollar  Credit  Agreement,   and  the  Alabama  State
Industrial Development Authority Notes was 5.7%.

NEWLY ISSUED ACCOUNTING STANDARDS

In June 1998,  SFAS No. 133,  "Accounting  for Derivative  Instruments  and
Hedging  Activities",  was issued. SFAS No. 133 establishes  accounting and
reporting   standards  for  derivative   instruments,   including   certain
derivative  instruments embedded in other contracts  (collectively referred
to as derivatives) and for hedging activities. The new standard requires an
entity to recognize all  derivatives as either assets or liabilities in the
statement  of  financial  position and measure  those  instruments  at fair
value.  SFAS No. 133 is effective for the Company  beginning  with the year
ending December 31, 2001. Management is currently evaluating the effects of
SFAS No. 133 on the Company's financial statements and current disclosures.

EUROPEAN MONETARY UNION - EURO

On  January  1,  1999,  several  member  countries  of the  European  Union
established  fixed  conversion  rates  between  their  existing   sovereign
currencies,  and adopted the Euro as their new common legal currency. As of
that  date,  the Euro  began  trading  on  currency  exchanges.  The legacy
currencies of the  participating  countries  will remain legal tender for a
transition  period between January 1, 1999 and January 1, 2002. The Company
conducts business in member countries.

During  the  transition  period,  cash-less  payments  (for  example,  wire
transfers) can be made in the Euro, and parties to individual  transactions
can elect to pay for goods and services using either the Euro or the legacy
currency.  Between  January  1, 2002 and July 1,  2002,  the  participating
countries will  introduce Euro notes and coins and eventually  withdraw all
legacy currencies so that they will no longer be available.

The Company is addressing the issues involved with the  introduction of the
Euro. Among the issues facing the company are the assessment and conversion
of information  technology ("IT") systems to allow for transactions to take
place  in both  the  legacy  currencies  and  the  Euro  and  the  eventual
elimination  of legacy  currencies.  In addition,  the Company is reviewing
certain  existing  contracts for potential  modification  and assessing its
pricing / marketing strategies in the affected European markets.

Based on  current  information,  CommScope  does not  expect  that the Euro
conversion will have a material adverse effect on its business,  results of
operations, cash flows or financial condition.

                                    13
<PAGE>


YEAR 2000

CommScope  is  currently  addressing  an issue  common to most  companies -
ensuring  that its  existing IT systems and  applications  and other non-IT
control  devices are  suitable for  continued  use into and beyond the Year
2000. Many IT systems and  applications and non-IT control devices utilized
by the  Company  use only two digits to identify a year in the date field -
and  accordingly  may  recognize a date using "00" as the Year 1900 or some
other  date  rather  than  the  Year  2000.  Failure  to  make  appropriate
modifications  or upgrades to  critical  IT systems  and  applications  and
non-IT control devices could result in a system failure or  miscalculations
causing significant disruptions to operations.  Third parties with whom the
Company  interacts also employ various  computer  systems with similar Year
2000  compliance  issues.  Failure by third parties to  adequately  address
their own Year 2000 compliance issues exposes the Company to business risks
such  as a  reduced  demand  for  the  Company's  products  or the  lack of
availability   of  critical  raw   materials   or  services   required  for
manufacturing the Company's  products.  The Company's products themselves -
high performance, high bandwidth cables for the telecommunications industry
- are not  affected  by the Year 2000  problem.  The Year  2000  compliance
discussion  below  is  based  on  information  currently  available  to the
Company. Readers are cautioned that forward-looking statements contained in
the Year 2000  section  should be read in  conjunction  with the  Company's
disclosures under the heading "Forward-Looking Statements".

To address the Year 2000  compliance  issue,  the  Company has  appointed a
corporate-wide  Year 2000 compliance  project team which is responsible for
coordinating the identification,  evaluation, and implementation of changes
to IT systems and  applications  and non-IT  control  devices  necessary to
achieve a Year 2000 date conversion.  The Year 2000 compliance project team
is  also   investigating   significant   third  parties  to  determine  the
effectiveness of their efforts toward achieving Year 2000 compliance.

The Year 2000 compliance project team has designed a systematic methodology
of  addressing  the  Year  2000  compliance  issue,  which  includes:   (1)
identification  and  evaluation of IT systems and  applications  and non-IT
control devices with Year 2000 compliance  issues;  (2)  implementation  of
changes to IT  systems  and  applications  and  non-IT  control  devices to
achieve Year 2000 compliance;  (3) testing of the corrective  actions taken
to  ensure  Year  2000  compliance  for  the  identified  systems;  and (4)
development  of  contingency  plans in the  event of the  failure  of third
parties to become Year 2000 compliant.

A database  of  internal IT systems  and  applications  and non-IT  control
devices which rely on  date-sensitive  computer logic has been developed to
provide a starting  framework from which to address the significant  issues
related to Year 2000  compliance.  Each of these systems,  applications and
devices has been  classified  as a priority A, B, or C issue.  Both A and B
priority  items are deemed as  critical  systems  which must be modified or
upgraded into Year 2000  compliance.  Priority C items are  non-critical IT
and non-IT  systems which will be upgraded into Year 2000  compliance  upon
completion of the modification of A and B priority items.

The Year 2000  compliance  project team has also  accumulated a database of
significant  third parties.  Each of these third parties has been contacted
and asked to provide responses which will allow the Company to assess their
ability to achieve Year 2000 compliance. The Company is currently following
up on non-responses and, where necessary,  responses received.  The Company
has begun evaluating third party compliance through internal testing, where
feasible, to verify that the modifications are effective. Almost all of the
Company's  suppliers  are  still  engaged  in  executing  their  Year  2000
compliance  efforts.  As a result,  the Company at this time  cannot  fully
evaluate  the Year 2000  risks to its  supply of goods  and  services.  The
Company  maintains  a  list  of  alternative   suppliers  as  part  of  its
contingency  plan in the event  current  suppliers  do not timely  complete
their  compliance  efforts.  However,  because there are limited sources of
certain materials used in manufacturing the Company's products, the Company
may  not be  able  to  develop  an  alternative  source  of  supply  if the
operations  of its current  suppliers are  interrupted  as a result of Year
2000  non-compliance.  CommScope  will  continue  to monitor  the Year 2000
status of its  suppliers to minimize  this risk and will develop or modify,
as appropriate, contingency plans as the risks become more clear.

                                    14
<PAGE>

Modifications  to most  written  programs  for IT systems and  applications
(which initially were developed  in-house) have been in progress by Company
personnel since early 1997. In addition,  certain non-compliant systems and
applications  have been or are  being  replaced  with  Year 2000  compliant
systems  and  products.  Substantially  all  IT  systems  and  applications
acquired from external  sources are being  upgraded to Year 2000  compliant
versions (if they are not already)  through system  upgrades or through the
purchase of new systems. The Company believes that it has achieved 79% Year
2000 compliance for critical  internal IT systems and  applications at June
30, 1999, with 100% Year 2000 compliance  requirements for such systems and
applications  targeted for the end of the third quarter of 1999.  Virtually
all the critical non-IT systems  (including a variety of equipment  control
devices) have been  identified  and are being  evaluated  and modified,  as
appropriate,  for  Year  2000  compliance  through  upgrades  to Year  2000
compliant devices.

The Company plans to test the effectiveness of corrective  actions taken to
achieve  Year  2000  compliance  during  1999  and  has  begun  to  perform
compliance  testing  on  systems  and  applications  for  which  Year  2000
modifications have been made. As compliance testing is completed and a full
assessment of the risks from  potential  Year 2000 systems  failures can be
made,  the Company  plans to develop Year 2000  contingency  plans for such
risks.  These  contingency  plans will  factor in  business  and  operating
decisions  related to the potential failure of significant third parties to
become Year 2000 compliant.

The Company  currently  does not believe that the costs of addressing  Year
2000  compliance  issues  will be  material  to the  Company's  results  of
operations,  financial condition or cash flows. The Company estimates that,
through  June  30,  1999,  it has  spent  $730,000  to  address  Year  2000
compliance  issues for IT systems and  applications and $125,000 for non-IT
devices.  Future  expenditures to address Year 2000  compliance  issues are
currently  estimated  at  $245,000  for IT  systems  and  applications  and
$275,000 for non-IT devices.  The Company  expects to finance  expenditures
for Year 2000  compliance  modifications  through  cash flows  from  future
operations.

Due to the Company's dependence upon, and its current uncertainty with, the
Year 2000  compliance of certain  third-party  suppliers  and vendors,  the
Company  is unable to  determine  at this time its most  reasonably  likely
worst case scenario.  The Company expects its Year 2000 compliance  efforts
to  reduce   significantly  the  Company's  current  level  of  uncertainty
regarding the impact of these Year 2000 issues.

The Company  believes that the  corrective  actions  implemented  under the
direction of the Year 2000  compliance  project team will be completed on a
timely  basis in a  cost-effective  manner  to  ensure  that the  Company's
internal  systems will be operational and suitable for continued use in the
Year 2000 and beyond.  In addition,  the Company  believes that significant
third parties will become Year 2000 compliant or that adequate  contingency
plans  will  be  developed  and  implemented  to  ensure  minimal  business
interruption  to  the  Company's  operations.  However,  there  can  be  no
guarantee that problems  associated with system failure or deficient system
operation  due to  Year  2000  compliance  issues  will  not  result  in an
interruption  in, or a failure of,  certain normal  business  activities or
operations.  Such  failures  could  materially  and  adversely  affect  the
Company's results of operations, liquidity and financial condition.


                                    15
<PAGE>
FORWARD-LOOKING STATEMENTS

Certain  statements in this Form 10-Q which 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 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 the control of the  Company,  such as the level of market
demand for the Company's products,  competitive  pressures,  the ability to
achieve  reductions  in costs and to  continue to  integrate  acquisitions,
price fluctuations of materials and the potential  unavailability  thereof,
foreign currency fluctuations,  technological  obsolescence,  international
economic and political  uncertainties  and other specific factors discussed
in Exhibit 99 to the Form 10-Q for the six months ended June 30, 1999.  The
information  contained  in this Form 10-Q  represents  the  Company's  best
judgment  at the  date  of  this  report  based  on  information  currently
available.  However, the Company does not intend to update this information
to reflect  developments  or  information  obtained  after the date of this
report and disclaims any legal obligation to do so.


                        PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

     Bi-metallic center conductors are among the major raw materials that
     the Company uses in producing coaxial cables. It purchases bi-metallic
     center conductors from Copperweld Bimetallic Products Company under a
     long-term supply agreement expiring in March 2000. On July 28, 1999,
     the Company received from Copperweld a demand for arbitration of a
     pricing dispute under the agreement, stating that Copperweld is
     entitled to recover from the Company an amount which Copperweld
     alleges "could exceed $5,000,000." The Company intends to answer the
     demand for arbitration by denying that it owes any amount to
     Copperweld and demanding that Copperweld pay the Company a purchase
     price rebate exceeding $1,000,000. The Company's management believes
     that the Company's position in this matter is meritorious and intends
     to pursue vigorously the Company's claim and to defend vigorously
     against Copperweld's allegation. No assurance can be given as to the
     outcome of this arbitration.

ITEM 2.     CHANGES IN SECURITIES

     On June 14, 1999, the Company amended its Rights Agreement. A copy of
     the amendment has been filed on the Amendment to the Registration
     Statement on Form 8-A/A filed June 14, 1999 (file No. 1-12929).

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The Company held its Annual Meeting of Stockholders (the "Meeting") on
     May 7, 1999. Proxies for such meeting were solicited pursuant to
     Regulation 14A under the Securities Exchange Act of 1934, as amended.
     A total of 50,509,737 shares of Common Stock with one vote each were
     entitled to vote at the Meeting and holders of 44,492,987 shares voted
     in person or by proxy, constituting a quorum.

     At the Meeting, two of the Company's directors were elected for 3 year
     terms ending at the 2002 Annual Meeting of Stockholders by the vote
     set forth below:

       Name of Director              Votes For        Votes Withheld

       Edward D. Breen               43,689,152          803,835
       James M. Whitson              44,031,357          461,630

     The Company's other four directors, whose terms of office continue
     after the Meeting, are Frank M. Drendel, Duncan M. Faircloth, Boyd L.
     George, and George N. Hutton, Jr.

     A proposal to ratify the appointment by the board of directors of the
     Company of Deloitte & Touche LLP as independent auditors for the
     Company for the 1999 fiscal year was approved by 44,401,138 votes cast
     in favor, 59,038 votes cast against and 32,811 votes abstaining.

                                    16
<PAGE>

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

      (a)   Exhibits

            Exhibit No.
            -----------

          4.2*     Amendment No. 1 to the Rights Agreement, dated as of
                   June 14, 1999, between CommScope, Inc. and ChaseMellon
                   Shareholder Services, LLC.

          10.8     Amended and Restated CommScope, Inc. 1997 Long Term
                   Incentive Plan, as amended through June 9, 1999.

          10.9.1   Form of Amendment No. 1 to Severance Protection
                   Agreement between the Company and certain executive
                   officers.

          10.11    CommScope, Inc. Annual Incentive Plan, as amended
                   through June 9, 1999.

          27.      Financial Data Schedule.

          99.      Forward-Looking Information

      (b)   Reports on Form 8-K filed  during the three months ended June 30,
            1999:

                  None

------------------
*  Incorporated  herein by reference  from the  Amendment to the  Registration
Statement on Form 8-A/A filed June 14, 1999 (file No. 1-12929).


                                    17
<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.

July 30, 1999                       /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




                                    18