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 September 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 October 31, 1999 there were 50,802,723 shares of Common Stock outstanding.



<PAGE>
                                 CommScope, Inc.
                                    Form 10-Q
                               September 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 Flows               5
            Condensed Consolidated Statement of Stockholders' Equity      6
            Notes to Condensed Consolidated Financial Statements        7 - 9

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

Part II - Other Information

  Item 1. Legal Proceedings                                              17

  Item 6. Exhibits and Reports on Form 8-K                               17

  Signatures                                                             18

                                       2







<PAGE>
<TABLE>
<CAPTION>
                                                           CommScope, Inc.
                                             Condensed Consolidated Statements of Income
                                          (Unaudited--in thousands, except per share data)

<S>                                                     <C>               <C>              <C>               <C>

                                                               Three Months Ended                  Nine Months Ended
                                                                  September 30,                      September 30,
                                                        --------------------------------------------------------------------
                                                             1999              1998             1999              1998
                                                        ----------------  ---------------  ----------------  ---------------

Net sales                                                     $ 202,315        $ 150,057         $ 537,268        $ 425,545
                                                        ----------------  ---------------  ----------------  ---------------

Operating costs and expenses:
    Cost of sales                                               147,782          112,776           396,040          327,999
    Selling, general and administrative                          16,830           13,229            48,729           38,697
    Research and development                                      2,106            1,236             5,540            4,438
    Amortization of goodwill                                      1,347            1,297             3,941            3,897
                                                        ----------------  ---------------  ----------------  ---------------
        Total operating costs and expenses                      168,065          128,538           454,250          375,031
                                                        ----------------  ---------------  ----------------  ---------------

Operating income                                                 34,250           21,519            83,018           50,514
Other income (expense)                                               (1)              42                (8)           2,176
Interest expense                                                 (2,424)          (3,806)           (7,789)         (12,102)
Interest income                                                      57               96               307              436
                                                        ----------------  ---------------  ----------------  ---------------

Income before income taxes                                       31,882           17,851            75,528           41,024
Provision for income taxes                                      (12,144)          (6,430)          (27,938)         (14,772)
                                                        ----------------  ---------------  ----------------  ---------------

Net income                                                    $  19,738        $  11,421         $  47,590        $  26,252
                                                        ================  ===============  ================  ===============


Net income per share:
    Basic                                                        $ 0.39           $ 0.23            $ 0.94           $ 0.53
    Assuming dilution                                            $ 0.38           $ 0.23            $ 0.92           $ 0.53

Weighted-average shares outstanding:
    Basic                                                        50,775           49,196            50,611           49,169
    Assuming dilution                                            52,273           49,600            51,861           49,505




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

                                                                  3


<PAGE>
<TABLE>
<CAPTION>
                                                           CommScope, Inc.
                                                Condensed Consolidated Balance Sheets
                                                  (In thousands, except share data)
<S>                                                                             <C>                 <C>
                                                                                  (Unaudited)
                                                                                 September 30,        December 31,
                                                                                     1999                1998
                                                                                ----------------    ----------------

                                                  Assets

Cash and cash equivalents                                                             $   6,823           $   4,129
Accounts receivable, less allowance for doubtful accounts of
    $5,524 and $4,126, respectively                                                     138,851              93,627
Inventories                                                                              36,691              29,986
Prepaid expenses and other current assets                                                 2,527               3,745
Deferred income taxes                                                                    14,555              12,925
                                                                                ----------------    ----------------
       Total current assets                                                             199,447             144,412

Property, plant and equipment, net                                                      158,944             135,082
Goodwill, net of accumulated amortization of
    $47,333 and $43,396, respectively                                                   163,535             164,024
Other intangibles, net of accumulated amortization of
    $31,369 and $29,314, respectively                                                    17,396              19,451
Investments and other assets                                                              2,244               2,358
                                                                                ----------------    ----------------

       Total Assets                                                                   $ 541,566           $ 465,327
                                                                                ================    ================

                                   Liabilities and Stockholders' Equity

Accounts payable                                                                      $  43,330           $  23,717
Other accrued liabilities                                                                43,329              26,713
                                                                                ----------------    ----------------
       Total current liabilities                                                         86,659              50,430

Long-term debt                                                                          167,471             181,800
Deferred income taxes                                                                    17,469              17,543
Other non-current liabilities                                                            12,952              11,582
                                                                                ----------------    ----------------
       Total Liabilities                                                                284,551             261,355

Commitments and contingencies

Stockholders' Equity
Preferred stock, $.01 par value; Authorized shares:  20,000,000;
    Issued and outstanding shares:  None at September 30, 1999 and
    December 31, 1998                                                                        --                  --
Common Stock, $.01 par value; Authorized shares:  300,000,000;
    Issued and outstanding shares:  50,794,834 at September 30, 1999;
    50,254,467 at December 31, 1998                                                         508                 503
Additional paid-in capital                                                              162,494             155,631
Retained earnings                                                                        95,428              47,838
Accumulated other comprehensive loss                                                     (1,415)                 --
                                                                                ----------------    ----------------
       Total Stockholders' Equity                                                       257,015             203,972
                                                                                ----------------    ----------------

       Total Liabilities and Stockholders' Equity                                     $ 541,566           $ 465,327
                                                                                ================    ================

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

                                                                 4


<PAGE>
<TABLE>
<CAPTION>
                                                           CommScope, Inc.
                                           Condensed Consolidated Statements of Cash Flows
                                                     (Unaudited - in thousands)
<S>                                                                                    <C>                <C>
                                                                                                Nine Months Ended
                                                                                                  September 30,
                                                                                       ------------------------------------
                                                                                            1999                1998
                                                                                       ----------------   -----------------

Operating Activities:
Net income                                                                                    $ 47,590            $ 26,252
Adjustments to reconcile net income to net cash provided by operating activities:
    Depreciation and amortization                                                               21,207              18,341
    Gain on sale of assets of the high temperature aerospace and industrial
        cable business                                                                              --              (1,873)
    Changes in assets and liabilities:
        Accounts receivable                                                                    (48,952)            (12,107)
        Inventories                                                                             (1,644)              5,193
        Prepaid expenses and other current assets                                                1,203                 740
        Deferred income taxes                                                                   (1,705)             (1,514)
        Accounts payable and other accrued liabilities                                          36,379              22,419
        Other non-current liabilities                                                            1,370               1,159
        Other                                                                                       86                  15
                                                                                       ----------------   -----------------
Net cash provided by operating activities                                                       55,534              58,625

Investing Activities:
    Additions to property, plant and equipment                                                 (28,860)            (16,198)
    Acquisition of business in Seneffe, Belgium                                                (17,023)                 --
    Sale of assets of the high temperature aerospace and industrial cable business                  --               9,654
    Other                                                                                           21                 280
                                                                                       ----------------   -----------------
Net cash used in investing activities                                                          (45,862)             (6,264)

Financing Activities:
    Net repayments under revolving credit facility                                             (30,000)            (52,000)
    Proceeds of term loan facility for acquisition of business in Seneffe, Belgium              16,353                  --
    Exercise of stock options                                                                    6,849               1,129
                                                                                       ----------------   -----------------
Net cash used in financing activities                                                           (6,798)            (50,871)

Effect of exchange rate changes on cash                                                           (180)                 --

Change in cash and cash equivalents                                                              2,694               1,490
Cash and cash equivalents, beginning of period                                                   4,129               3,330
                                                                                       ----------------   -----------------
Cash and cash equivalents, end of period                                                      $  6,823            $  4,820
                                                                                       ================   =================

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

                                                                 5


<PAGE>
<TABLE>
<CAPTION>
                                                           CommScope, Inc.
                                      Condensed Consolidated Statement of Stockholders' Equity
                                            (Unaudited - in thousands, except share data)
                                                Nine Months Ended September 30, 1999


<S>                                                <C>                <C>      <C>         <C>        <C>             <C>

                                                                                                       Accumulated
                                                      Number of                Additional                 Other          Total
                                                    Common Shares     Common    Paid-In    Retained   Comprehensive   Stockholders'
                                                     Outstanding      Stock     Capital    Earnings       Loss           Equity
                                                   --------------------------------------------------------------------------------

Balance December 31, 1998                              50,254,467     $ 503    $ 155,631    $ 47,838      $     --     $ 203,972

Issuance of shares for stock option exercises             539,367         5        6,844          --            --         6,849
Issuance of shares to outside director                      1,000        --           19          --            --            19
Comprehensive loss - currency translation
     adjustment                                                --        --           --          --        (1,415)       (1,415)
Net income                                                     --        --           --      47,590            --        47,590
                                                   --------------------------------------------------------------------------------

Balance September 30, 1999                             50,794,834     $ 508    $ 162,494    $ 95,428      $ (1,415)    $ 257,015
                                                   ================================================================================


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.
CommScope is a world leader in the design and  manufacture of  high-performance,
high-bandwidth cables for telecommunications  applications. The Company believes
it 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 September 30, 1999, the condensed
consolidated statements of income for the three months and the nine months ended
September 30, 1999 and 1998, the condensed consolidated statements of cash flows
for the nine  months  ended  September  30,  1999 and  1998,  and the  condensed
consolidated  statement  of  stockholders'  equity  for the  nine  months  ended
September  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
nine months ended September 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:


                                         September 30,    December 31,
                                             1999            1998
                                             ----            ----

              Raw materials                 $15,497        $12,379
              Work in process                 7,599          5,811
              Finished goods                 13,595         11,796
                                            -------        -------

                                            $36,691        $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:
<TABLE>
<CAPTION>
<S>                                                    <C>         <C>           <C>         <C>
                                                          Three       Nine         Three       Nine
                                                          Months      Months       Months      Months
                                                          Ended       Ended        Ended       Ended
                                                        September   September    September   September
                                                         30, 1999    30, 1999     30, 1998    30, 1998
                                                       ----------- ------------- ----------- -----------


Average  number of common  shares  outstanding  - for
basic net income per share                                 50,775        50,611      49,196      49,169
Dilutive effect of stock options                            1,498         1,250         404         336
                                                       ----------- ------------- ----------- -----------
Average  number  of  common  and  common   equivalent
shares outstanding - for diluted net income per share
                                                           52,273        51,861      49,600      49,505
                                                       =========== ============= =========== ===========
</TABLE>


4.  LONG-TERM DEBT

Long-term debt consisted of the following:
<TABLE>
<CAPTION>
<S>                                                               <C>                 <C>
                                                                    September 30,       December 31,
                                                                        1999                1998
                                                                  ------------------  -----------------

Credit Agreement (as defined below)                                      $  141,000         $  171,000
Eurodollar Credit Agreement (as defined below)                               15,671                 --
Alabama State Industrial Development Authority Notes                         10,800             10,800
                                                                  ------------------  -----------------
                                                                         $  167,471         $  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  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 $20 million  ($0.39 per basic share and $0.38
per diluted  share) for the quarter ended  September 30, 1999, an increase of $9
million  (73%)  from the  quarter  ended  September  30,  1998 net income of $11
million ($0.23 per basic and diluted share).

For the nine months ended September 30, 1999,  CommScope  reported net income of
$48 million ($0.94 per basic share and $0.92 per diluted share),  an increase of
$22 million  (81%) from the nine months ended  September  30, 1998 net income of
$26 million ($0.53 per basic and diluted share).

Net income for the nine months  ended  September  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 nine months ended  September 30, 1998 was $25 million  ($0.51
per basic and diluted share).


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

NET SALES

Net sales  for the third  quarter  and nine  months  ended  September  30,  1999
increased  $52  million  (35%) to $202  million and $112  million  (26%) to $537
million,  respectively,  from the comparable prior year periods. The increase in
net sales is  primarily  driven  by strong  broadband  cable  sales to  domestic
telecommunications companies and solid growth in all key product categories.

For the third quarter and nine months ended  September  30, 1999,  international
sales increased 24% and 28%, 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 sales in the Asia/Pacific Rim region.
While  third  quarter  1999 Latin  American  sales  decreased  compared to third
quarter 1998, year-to-date sales were level from 1998 to 1999 and the Company is
beginning to see encouraging  signs of activity in this region,  demonstrated by
three  recently  announced  contracts  representing  more  than $11  million  in
potential revenues to the Company over the next few years.

Net sales to cable television and other video distribution  markets ("CATV/Video
Products")  for the third  quarter  and nine  months  ended  September  30, 1999
increased  $29  million  (24%) to $149  million  and $75  million  (22%) to $410
million, respectively, from comparable prior year periods. The increase in sales
of CATV/Video  Products resulted  primarily from strong sales of broadband cable
to domestic  telecommunications  companies and cable television system operators
(MSOs).

Net sales for local area network and other data  applications  ("LAN  Products")
for the third  quarter and nine months  ended  September  30, 1999  increased $6
million  (36%) to $23 million and $1 million (1%) to $60 million,  respectively,

                                       10


<PAGE>

from  comparable  prior  periods.  Demand  remains  strong for  high-performance
products and pricing for selected  products appears to be stabilizing.  However,
capacity constraints have limited growth in sales of the Company's LAN Products.
During the third quarter of 1999, the Company  expanded its production  capacity
for enhanced bandwidth cables and began a 130,000  square-foot  expansion of its
Claremont,  NC facility,  in part to support sales growth in LAN  Products.  The
Company is optimistic  about growth in sales of its LAN Products,  due primarily
to the strength of the underlying market, the ongoing shift to  high-performance
products,  and the acceptance of  CommScope's  IsoliteTM  foamed  insulation for
Unshielded Twisted Pair (UTP) cables.

Net sales for wireless and other telecommunications  applications ("Wireless and
Other Telecom  Products") for the third quarter and nine months ended  September
30,  1999 were $31  million and $67  million,  respectively,  as compared to $14
million and $30 million for the comparable  periods in 1998.  These  substantial
increases  reflect  strong  growth  in both  sales of Cell  Reach  for  wireless
applications,  which more than tripled  year-over-year  in the third quarter and
nine months ended September 30, and sales of other telecommunications  products,
which  primarily  represent  cables  designed  for  switching  and  transmission
applications for enhanced telecommunications services.

GROSS PROFIT (NET SALES LESS COST OF SALES)

Gross profit for the third quarter and nine months ended  September 30, 1999 was
$55  million  and $141  million,  respectively,  compared to $37 million and $98
million  for the  comparable  prior year  periods,  an  increase of 46% and 45%,
respectively.  Gross  profit  margins  improved to 27.0% and 26.3% for the third
quarter and nine months  ended  September  30, 1999,  respectively,  compared to
24.8% and 22.9% 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 certain LAN Products and the acquisition of
the Seneffe facility. This facility,  while profitable and improving,  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  increasing  commodity  prices  and the  implementation  of a new  enterprise
information management system.

SELLING, GENERAL AND ADMINISTRATIVE

Selling,  general and administrative  ("SG&A") expense for the third quarter and
nine  months  ended  September  30,  1999  was  $17  million  and  $49  million,
respectively,  compared to $13 million and $39 million for the comparable  prior
periods. As a percentage of net sales, SG&A expense was 8% and 9%, respectively,
for the third quarter and nine months ended  September 30, 1999,  compared to 9%
for both  comparable  periods of 1998.  The decrease in third  quarter 1999 SG&A
expense as a percentage of net sales was due primarily to the strength of sales.
However,  SG&A expense (in dollars) increased over the prior year as a result of
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

                                       11


<PAGE>

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 third quarter and nine months ended September 30, 1999
was $2.4 million and $7.8  million,  respectively,  compared to $3.8 million and
$12.1 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
$203 million at the end of the third  quarter of 1998 to $141 million at the end
of the third quarter of 1999.  This reduction in interest  expense was partially
offset during the nine months ended  September  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 37% and 36% for the nine months ended  September 30,
1999 and 1998, respectively.  This slight fluctuation in the Company's effective
tax rate is primarily a result of the strength in  year-to-date  domestic versus
international  sales,  which diluted the impact of the  Company's  foreign sales
corporation tax benefit.

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operations was $56 million for the nine months ended  September
30, 1999 compared to $59 million for the  comparable  period in 1998, a decrease
of $3 million,  or 5%. 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 $113 million at September 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 nine months  ended  September  30,  1999,  the Company  invested  $29
million in equipment and  facilities  compared to $16 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.  Based on
expectations  of  continued  growth,  the Company  plans to  accelerate  capital
expenditures over the next few quarters.  The Company utilized an additional $17
million  during the nine months ended  September  30, 1999 to acquire  Alcatel's
coaxial  cable  business  in  Seneffe,  Belgium.  During the nine  months  ended
September 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 nine months ended September 30, 1999 the Company
repaid $30  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.

                                       12


<PAGE>

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 September 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 September 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  September  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%.

Also as of September, 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  September  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 5.8%.

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.

                                       13


<PAGE>

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.

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 were originally  created using 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  continues  to  follow  up on
non-responses  and,  where  necessary,  responses  received.  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 has  substantially

                                       14


<PAGE>

completed its evaluation of third party  compliance  through  internal  testing,
where  feasible,  to verify that third party  modifications  are effective.  The
Company  will  continue  to  evaluate  and test  third  party  compliance  as it
continues to receive notice that its suppliers  have  completed  their year 2000
compliance  efforts.  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.
Correspondence  received from the Company's suppliers indicates that they do not
anticipate any Year 2000 problems  resulting in an inability to meet CommScope's
materials requirements. In addition, the Company has negotiated with significant
suppliers to maintain additional  inventories of raw materials on consignment at
the  supplier's  site or in off-site  storage,  to mitigate  the risk that those
vendors may experience production interruptions as a result of Year 2000 issues.
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
if new risks become apparent.

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
have been or are being upgraded to Year 2000 compliant  versions  through system
upgrades or through the purchase of new systems.  The Company  believes  that it
has achieved 92% Year 2000 compliance,  based on tests  performed,  for critical
internal IT systems and  applications at November 12, 1999,  with 100% Year 2000
compliance for those critical systems and  applications  targeted for completion
of upgrades and testing by the end of November 1999.  Virtually all the critical
non-IT  systems  (including a variety of equipment  control  devices)  have been
identified and evaluated and are being modified and tested, as appropriate,  for
Year 2000 compliance through upgrades to Year 2000 compliant devices,  with 100%
compliance expected before the end of the fourth quarter.

The Company continues to test the  effectiveness of corrective  actions taken to
achieve Year 2000  compliance  during 1999.  Based upon a full assessment of the
risks from potential Year 2000 systems failures,  the Company has developed 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.  These  contingency  plans include
alternate  supply  sourcing and build-up of inventories by major suppliers (both
discussed  above),  as well as emergency  utility  backup  procedures and manual
procedures to perform automated tasks.

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 September
30, 1999, it has spent  $840,000 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 $110,000 for IT
systems and applications and $90,000 for non-IT devices.  The Company expects to
continue 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  customers,  suppliers and vendors,  the
Company is unable to  determine  at this time its most  reasonably  likely worst
case  scenario.  There is a risk that lack of Year 2000 readiness on the part of
the Company's customers could have a negative effect on the Company's sales, but
this effect cannot be reasonably estimated. The risk that the Company may not be
able to meet customer demand as a result of supply  shortages has been addressed
by the Company's  contingency plan. The Company expects its continuing Year 2000
compliance  efforts and contingency plans to reduce  significantly the Company's
level of risk related to the impact of all known 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

                                       15


<PAGE>

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 that have been developed will
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.

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 nine months ended September 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.

                                       16


<PAGE>

                           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, and the Company
thereafter asserted a counterclaim  concerning the pricing dispute. By agreement
dated  November  11,  1999,  the  Company and  Copperweld  agreed to settle this
dispute,  and  Copperweld  agreed  to  continue  to  supply  bi-metallic  center
conductors to the Company,  both through and following the March 2000 expiration
date of the current supply agreement.


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 September
             30, 1999:

                  None

                                       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.

November 12, 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