Exhibit 10.1



                               THE COMMSCOPE, INC.
                    DEFERRED COMPENSATION PLAN FOR DIRECTORS



                         Effective as of August 27, 1997









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          THE COMMSCOPE, INC. DEFERRED COMPENSATION PLAN FOR DIRECTORS


ARTICLE I - INTRODUCTION

The Company  has  adopted the Plan set forth  herein to provide a means by which
each Director may elect to defer receipt of fees that would otherwise be payable
to him for services performed as a Director.  The Plan is effective as of August
27, 1997.  Benefits  payable  under the Plan are unfunded and are payable,  when
due,  from the general  assets of the Company or, in the sole  discretion of the
Plan Administrator, from the Trust.

ARTICLE 2 - DEFINITIONS

Wherever  used  herein,  the  following  terms have the  meanings set forth
below,  unless a  different  meaning is clearly  required  by the  context: 

2.1 Account means, for each Participant, the bookkeeping account established for
his or her benefit under Section 4. 1.

2.2  Change of  Control  shall  have the same  meaning  as the term,  "Change of
Control" contained in the CommScope, Inc. 1997 Long Term Incentive Plan.

2.3 Code means the Internal  Revenue Code of 1986, as amended from time to time.
Reference to any section or  subsection  of the Code  includes  reference to any
comparable or succeeding provisions of any legislation which amends, supplements
or replaces such section or subsection.

2.4 Company means CommScope, Inc. and any successor to all or a major portion of
the Company's assets or business which assumes the obligations of the Company.

2.5      Director means each member of the Company's Board of Directors.

2.6  Election  Form  means  the  participation  election  form as  approved  and
prescribed by the Plan Administrator.

2.7 Elective  Deferral means the portion of fees that would otherwise be payable
to the Director  for  services  performed as a Director and which is deferred by
the Participant under Section 3. 1.

2.8  Participant  means any Director who  participates in the Plan in accordance
with Article 3.

2.9 Plan means the CommScope  Deferred  Compensation  Plan for Directors and all
amendments thereto.

2.10 Plan  Administrator  means the  person,  persons  or entity  designated  by
CommScope,  Inc.  from time to time to  administer  the Plan and to serve as the
agent for the Company with respect to the Trust as contemplated by the agreement
establishing  the Trust.  If no such person or entity is so serving at any time,
CommScope, Inc. shall be the Plan Administrator.

2.11 Plan Year means the 12-month period beginning January 1 and ending 
     December 31.

2.12 Trust means the  applicable  trust  established  by the Company  which is a
grantor trust within the meaning of section 671 of the Code and that  identifies
the Plan as a plan with respect to which assets are to be held by the Trustee.

2.13     Trustee means the trustee or trustees under the Trust.

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ARTICLE 3 - PARTICIPATION AND DEFERRALS

3.1 Commencement of Participation. Each Director, by completing an Election Form
and filing it with the Plan  Administrator,  may elect to defer all or a portion
(expressed in a whole  percentage  or dollar  amount) of one or more payments of
fees that would otherwise be payable to him for services performed as a Director
and which are earned and payable to the  Director  after the date on which he or
she files the Election Form. The Director shall become a Participant in the Plan
as of the date of his first deferral.

3.2 Disposition of Amounts Deferred. Amounts deferred hereunder shall be paid by
the Company to the Trust as soon as  practicable  after such  amounts  otherwise
would have been paid to the Director and credited to the  Participant's  Account
as of the date the amounts are received by the Trustee.

3.3 Duration of Deferral  Election.  A deferral election for any Plan Year shall
apply for only that Plan Year.  Each Director must make a new deferral  election
as of the  first  day of any Plan  Year by  giving  written  notice  to the Plan
Administrator before the first day of the Plan Year.

ARTICLE 4 - ACCOUNTS

4.1 Accounts.  The Plan Administrator  shall establish a bookkeeping Account for
each  Participant  reflecting  Elective  Deferrals  made  for the  Participant's
benefit together with any adjustments for income,  gain or loss and any payments
from the Account.  The Plan  Administrator may cause the Trustee to maintain and
invest separate asset accounts  corresponding to each Participant's Account. The
Plan  Administrator  shall establish  sub-accounts for each Participant that has
more than one election in effect under Section 5. 1 and such other  sub-accounts
as  are  necessary  for  the  proper   administration  of  the  Plan.  The  Plan
Administrator shall provide, at least annually, the Participant with a statement
of his or her Account  reflecting  the income,  gains and losses  (realized  and
unrealized),  amounts of deferrals,  and distributions of such Account since the
prior statement.

4.2 Vested Interest in Accounts.  A Participant shall be immediately  vested in,
i.e.,  shall have a  nonforfeitable  right to, all Elective  Deferrals,  and all
income and gain attributable thereto, credited to his or her Account.

4.3 Investment of Elective Deferrals.  The assets of the Trust shall be invested
in accordance with the terms of the Trust document.  The Plan Administrator will
direct the trustee with respect to the  investment  of the Trust's  assets;  the
Plan  Administrator may take into account  Participants'  investment  directions
when directing the Trustee.

ARTICLE 5 - PAYMENTS

5.1  Election  as to Time  and  Form  of  Payment.  A  Participant  shall  elect
irrevocably  on the Election  Form the date at which the  Participant's  Account
will  commence  to be paid to the  Participant.  Such date must be at least five
years  following  the  date at  which  such  Elective  Deferrals  commence.  The
Participant shall also elect thereon for payments to be paid in either:

a.       a single lump sum; or

b.       annual  installments  over a period elected by the Participant up to 10
         years,  the amount of each  installment  to equal the balance of his or
         her Account  immediately prior to the installment divided by the number
         of installments remaining to be paid ("Annual Installments ").

Each such election will be effective only for Elective Deferrals  (including any
earnings or losses  attributable  thereto)  for the Plan Year for which they are
made.  Except as otherwise  provided below,  payment of a Participant's  Account
shall be made in accordance with the  Participant's  election under this Section
5. 1.

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5.2 Change of Control.  Immediately  prior to the  consummation of a transaction
resulting  in a Change of  Control  or,  if not  possible,  as soon as  possible
following a Change of Control, each Participant's Account (or remainder thereof)
shall be paid to the  Participant,  according to the  Participant's  irrevocable
election on the Election  Form, in a single lump sum, or in Annual  Installments
over a period elected by the Participant up to 10 years.

5.3 Death.  If a Participant  dies prior to the complete  distribution of his or
her  Account,  the  balance  of the  Account  shall  be paid,  according  to the
Participant's  irrevocable  election on the Election Form, to the  Participant's
designated  beneficiary  or  beneficiaries,  in a  single  lump  sum as  soon as
practicable following the end of the quarter in which death occurs, or in Annual
Installments over a period elected by the Participant up to 10 years, commencing
the year immediately following the year in which death occurs.

Any designation of beneficiary and form of payment to such beneficiary  shall be
made by the  Participant on a Beneficiary  Designation  Form filed with the Plan
Administrator  and may be  changed  by the  Participant  at any  time by  filing
another Beneficiary Designation Form containing the revised instructions.  If no
beneficiary is designated or no designated beneficiary survives the Participant,
payment shall be made to the Participant's surviving spouse, or, if none, to his
or her issue per stirpes,  in a single  payment.  If no spouse or issue survives
the Participant, payment shall be made in a single lump sum to the Participant's
estate.

ARTICLE 6 - PLAN ADMINISTRATOR

6.1 Plan  Administration and  Interpretation.  The Plan  Administrator  shall be
responsible  for  administering  the Plan.  The Plan  Administrator  shall  have
complete  control and  authority  to  determine  the rights and benefits and all
claims,  demands and actions  arising out of the  provisions  of the Plan of any
Participant,  beneficiary,  deceased  Participant,  or other  person  having  or
claiming to have any interest under the Plan. The Plan Administrator  shall have
complete  discretion  to interpret  the Plan and to decide all matters under the
Plan. Such interpretation and decision shall be final, conclusive and binding on
all Participants  and any person claiming under or through any  Participant,  in
the absence of clear and convincing  evidence that the Plan Administrator  acted
arbitrarily and capriciously.  Any individual  serving as Plan Administrator who
is a Participant  will not vote or act on any matter  relating solely to himself
or herself.  In such case, the Company will appoint an individual to act as Plan
Administrator to take such actions.  When making a determination or calculation,
the Plan Administrator  shall be entitled to rely on information  furnished by a
Participant, a beneficiary, the Company or the Trustee.

6.2 Indemnification of Plan  Administrator.  The Company agrees to indemnify and
to defend to the fullest  extent  permitted by law any  officer(s) or employees)
who  serve as Plan  Administrator  (including  any such  individual,  whether  a
present or former employee,  who formerly served as Plan Administrator)  against
all  liabilities,  damages,  costs and expenses  (including  attorneys' fees and
amounts paid in settlement of any claims approved by the Company)  occasioned by
any act or omission to act in connection  with the Plan, if such act or omission
is in good faith.

ARTICLE 7 - AMENDMENT AND TERMINATION

7.1      Amendments.  The Company shall have the right to amend the Plan from 
time to time, subject to Section 7.3.

7.2 Termination of Plan. The Company reserves the right to terminate the Plan at
any time, subject to Section 7.3. Upon termination, the Company may (a) elect to
continue to maintain the Trust to pay  benefits  hereunder as they become due as
if the Plan had not  terminated  or (b) amend the Trust as  provided  therein to
require prompt payment to Participant's (or their  beneficiaries) of the balance
of their Accounts.

7.3 Existing  Rights.  No amendment or termination  of the Plan shall  adversely
affect  the rights of any  Participant  with  respect to amounts  that have been
credited  to his  or  her  Account  prior  to the  date  of  such  amendment  or
termination.

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ARTICLE 8 - MISCELLANEOUS

8.1 Non-assignability. None of the benefits, payments, proceeds or claims of any
participant or beneficiary  shall be subject to any claim of any creditor of any
Participant or beneficiary,  nor shall any  Participant or beneficiary  have any
right to alienate,  anticipate,  commute,  pledge, encumber or assign any of the
benefits  or  payments  or  proceeds  which  he or she may  expect  to  receive,
contingently or otherwise, under the Plan.

8.2 Limitation of Participant's  Rights.  Nothing contained in the Plan shall be
interpreted  as a contract of employment or inducement for a Director to perform
services for the Board or the Company.

8.3  Participants  Bound. Any action with respect to the Plan taken by or at the
direction  of the  Company,  the  Plan  Administrator  or the  Trustee  shall be
conclusive upon all  Participants and  beneficiaries  entitled to benefits under
the Plan.

8.4 Receipt  and  Release.  Any payment to any  Participant  or  beneficiary  in
accordance with the provisions of the Plan shall,  to the extent thereof,  be in
satisfaction  of claims  against the  Company,  the Plan  Administrator  and the
Trustee under the Plan, and the Plan  Administrator may require such Participant
or beneficiary,  as a condition  precedent to such payment, to execute a receipt
and release to such effect.  If any  Participant or beneficiary is determined by
the Plan  Administrator  to be  incompetent  by  reason  of  physical  or mental
disability,  including minority,  to give a valid receipt and release,  the Plan
Administrator  may cause the payment or payments  becoming due to such person to
be made to another person for his or her benefit without  responsibility  on the
part of the Plan  Administrator,  the  Company  or the  Trustee  to  follow  the
application of such funds.

8.5 Governing  Law. The Plan shall be construed,  administered,  and governed in
all  respects  under  and by the laws of the  State of  North  Carolina.  If any
provision  shall be held by a court of competent  jurisdiction  to be invalid or
unenforceable,  the  remaining  provisions  hereof  shall  continue  to be fully
effective.

 8.6  Headings  and  Subheadings.  Headings  and  subheadings  in this  Plan are
inserted for convenience  only and are not to be considered in the  construction
of the provisions hereof.


SIGNED AT HICKORY, NORTH CAROLINA THIS ___ DAY OF AUGUST, 1997.


                                                     COMMSCOPE, INC.



                       By ________________________________


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