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, 1998

                                       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      (I.R.S.   Employer
                jurisdiction   of           Identification No.)
                incorporation or    
                organization)
                                           

           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 August 3, 1998 there were 49,193,434 shares of Common Stock outstanding.



<PAGE>




                                 CommScope, Inc.
                                    Form 10-Q
                                  June 30, 1998
                                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 Statements of Stockholders' Equity          6
           Notes to Condensed Consolidated Financial Statements          7 - 10

 Item 2.  Management's Discussion and Analysis of Results of
           Operations and Financial Position                            11 - 15

Part II - Other Information

 Item 4.  Submission of Matters to a Vote of Security Holders                16
 Item 6.  Exhibits and Reports on Form 8-K                                   16

 Signatures                                                                  17

















                                        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             Six Months Ended
                                                              June 30,                      June 30,
                                                  -----------------------------  -----------------------------
                                                      1998            1997           1998            1997
                                                  --------------  -------------  --------------  -------------

Net Sales                                             $ 141,886      $ 159,291       $ 275,488      $ 307,165
                                                  --------------  -------------  --------------  -------------

Operating Costs and Expenses:
   Cost of sales                                        109,189        119,920         215,223        228,554
   Selling, general and administrative                   12,935         13,369          25,468         24,680
   Research and development                               1,449          1,558           3,202          2,828
   Amortization of goodwill                               1,297          1,306           2,600          2,612
                                                  --------------  -------------  --------------  -------------
       Total operating costs & expenses                 124,870        136,153         246,493        258,674
                                                  --------------  -------------  --------------  -------------

Operating Income                                         17,016         23,138          28,995         48,491
Other income, net                                             7            275           2,134            485
Interest expense                                         (4,099)        (2,578)         (8,296)        (5,336)
Interest income                                             182             45             340             70
                                                  --------------  -------------  --------------  -------------

Income before Income Taxes                               13,106         20,880          23,173         43,710
Provision for income taxes                               (4,607)        (7,930)         (8,342)       (16,605)
                                                  --------------  -------------  --------------  -------------

Net Income                                              $ 8,499       $ 12,950        $ 14,831       $ 27,105
                                                  ==============  =============  ==============  =============

Net income per common share                              $ 0.17         (1)             $ 0.30         (1)

Net income per common share -
   assuming dilution                                     $ 0.17         (1)             $ 0.30         (1)


(1)  Historical  per  share  data is not  considered  relevant  for the  reasons
     discussed in Note 1. Pro forma per share data is presented in Note 3.


             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)
                                                                         June 30,        December 31,
                                                                           1998              1997
                                                                       --------------   ---------------

                                            Assets

Cash                                                                         $ 7,922           $ 3,330
Accounts receivable, less allowance for doubtful accounts of
   $4,541 and $3,985, respectively                                           102,516            95,741
Inventories                                                                   31,963            42,223
Prepaid expenses and other current assets                                        940             2,439
Deferred income taxes                                                         14,355            12,102
                                                                       --------------   ---------------
      Total current assets                                                   157,696           155,835

Property, plant and equipment, net                                           131,074           133,235
Goodwill, net of accumulated amortization of
   $40,801 and $38,263, respectively                                         166,619           170,345
Intangibles, net of accumulated amortization of
   $27,944 and $26,573, respectively                                          20,821            22,192
Investments and other assets                                                   1,750             1,932
                                                                       --------------   ---------------

      Total Assets                                                         $ 477,960         $ 483,539
                                                                       ==============   ===============

                             Liabilities and Stockholders' Equity

Accounts payable                                                            $ 32,696          $ 18,533
Other accrued liabilities                                                     35,081            24,516
                                                                       --------------   ---------------
      Total current liabilities                                               67,777            43,049

Long-term debt                                                               218,800           265,800
Deferred income taxes                                                         15,157            14,932
Other non-current liabilities                                                 10,463             9,726
                                                                       --------------   ---------------
      Total Liabilities                                                      312,197           333,507

Commitments and contingencies

Stockholders' Equity
Preferred stock, $.01 par value; Authorized shares:  20,000,000;
   Issued and outstanding shares:  None at June 30, 1998 and
   December 31, 1997                                                              --                --
Common stock, $.01 par value; Authorized shares:  300,000,000;
   Issued and outstanding shares:  49,184,732 at June 30, 1998;
   49,108,874 at December 31, 1997                                               492               491
Additional paid-in capital                                                   141,833           140,934
Retained earnings                                                             23,438             8,607
                                                                       --------------   ---------------
      Total Stockholders' Equity                                             165,763           150,032
                                                                       --------------   ---------------

      Total Liabilities and Stockholder's Equity                           $ 477,960         $ 483,539
                                                                       ==============   ===============

            See notes to condensed consolidated financial statements.




                                        4

</TABLE>
<PAGE>

<TABLE>
<CAPTION>

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

<S>                                                                                   <C>                 <C>    


                                                                                                  Six Months Ended
                                                                                                     June 30,
                                                                                      -------------------------------------
                                                                                            1998                1997
                                                                                      -----------------   -----------------

Operating Activities:
Net income                                                                                    $ 14,831            $ 27,105
Adjustments to reconcile net income to net cash provided by operating activities:
    Depreciation and amortization                                                               12,184              10,229
    Gain on sale of assets of the high temperature aerospace and industrial cable business      (1,873)                 --
    Changes in assets and liabilities:
       Accounts receivable                                                                      (3,775)             (8,481)
       Inventories                                                                               4,341             (11,482)
       Prepaid expenses and other current assets                                                 1,259                (622)
       Deferred income taxes                                                                    (2,028)                623
       Accounts payable and other accrued liabilities                                           25,014               5,174
       Other non-current liabilities                                                               737                 688
       Other                                                                                        67                (395)
                                                                                      -----------------   -----------------
Net cash provided by operating activities                                                       50,757              22,839

Investing Activities:
    Additions to property, plant and equipment                                                  (9,865)            (19,362)
    Sale of assets of the high temperature aerospace and industrial cable business               9,654                  --
    Other                                                                                          146                  --
                                                                                      -----------------   -----------------
Net cash used in investing activities                                                              (65)            (19,362)

Financing Activities:
    Net repayments under revolving credit facility                                             (47,000)                  --
    Exercise of stock options                                                                      900                   --
    Transfers to former sole stockholder                                                            --              (3,477)
                                                                                      -----------------   -----------------
Net cash used in financing activities                                                          (46,100)             (3,477)

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

            See notes to condensed consolidated financial statements.
















                                        5

</TABLE>
<PAGE>

                                 CommScope, Inc.
            Condensed Consolidated Statement of Stockholders' Equity
                  (Unaudited - in thousands, except share data)
                         Six Months Ended June 30, 1998

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

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

Balance December 31, 1997                             49,108,874         $ 491     $ 140,934       $ 8,607       $ 150,032

Issuance of shares for stock option exercises             75,858             1           899                           900
Net income                                                                                          14,831          14,831
                                                  -------------------------------------------------------------------------

Balance June 30, 1998                                 49,184,732         $ 492     $ 141,833      $ 23,438       $ 165,763
                                                  =========================================================================


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.
































                                        6

</TABLE>
<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.

CommScope  NC  formerly  was a  wholly  owned  indirect  subsidiary  of  General
Instrument  Corporation  (the  "Distributing  Company").  Through  a  series  of
transactions  related to a spin-off of companies from the  Distributing  Company
(the  "Distribution")  that was consummated on July 28, 1997 (the  "Distribution
Date"),  CommScope NC became a wholly owned  subsidiary  of the Company.  At the
Distribution  Date,  CommScope  began  operating as an  independent  entity with
publicly traded common stock.


BASIS OF PRESENTATION

The  condensed  consolidated  balance  sheet as of June 30, 1998,  the condensed
consolidated  statements of income for the three months and the six months ended
June 30, 1998 and 1997, the condensed consolidated  statements of cash flows for
the six months  ended June 30,  1998 and 1997,  and the  condensed  consolidated
statement  of  stockholders'  equity for the six months  ended June 30, 1998 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,  1998 and
1997.  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
condensed   consolidated   statements  of  income  and  condensed   consolidated
statements  of cash flows for the three months and the six months ended June 30,
1997 reflect the results of  operations  and cash flows of  CommScope  that were
transferred  from the  Distributing  Company to CommScope in connection with the
Distribution.

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.

The condensed  consolidated  financial statements for 1997 include an allocation
of certain assets,  liabilities and general  corporate  administrative  expenses
from the Distributing Company prior to the Distribution, and accordingly reflect
the results of operations and changes in cash flows of CommScope as if it were a
separate entity prior to the Distribution. In the opinion of management, general
corporate  administrative  expenses were  allocated to CommScope on a reasonable
and  consistent  basis  using  management's  estimate  of  services  provided to
CommScope  by the  Distributing  Company.  However,  such  allocations  are  not
necessarily  indicative of the level of expenses  which might have been incurred
had  CommScope  been  operating  as a separate,  stand-alone  entity  during the
periods presented during 1997.




<PAGE>




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

1.  BACKGROUND AND BASIS OF PRESENTATION (Continued)

Prior to the Distribution,  CommScope participated in the Distributing Company's
cash management program, and the accompanying condensed consolidated  statements
of income for 1997  include  an  allocation  of net  interest  expense  from the
Distributing  Company. Net interest expense was allocated based upon CommScope's
net assets as a percentage of the total net assets of the Distributing  Company.
The allocations were made consistently in each period,  and management  believes
the  allocations  are  reasonable.  However,  these  interest  costs  would  not
necessarily be indicative of what the actual costs would have been had CommScope
operated as a separate,  stand-alone entity during the periods presented. At the
Distribution Date, CommScope  implemented a separate cash management program and
assumed responsibility for the costs associated with operating a public company.

CommScope's  financial  results  include the costs incurred by the  Distributing
Company related to the postretirement benefit plan for employees and retirees of
CommScope  prior to the  Distribution.  Also, the provision for income taxes for
the three months and the six months ended June 30, 1997 is based on  CommScope's
expected  annual  effective tax rate,  calculated  assuming  CommScope had filed
separate tax returns under its previously  existing  structure as a wholly owned
indirect subsidiary of the Distributing Company.

CommScope's  earnings  were  part  of  the  Distributing  Company's  results  of
operations  for the  three  months  and the six  months  ended  June  30,  1997.
Additionally,  the capital  structure of the Company changed  significantly as a
result of borrowings  under the Company's  credit  facility on the  Distribution
Date,  which  were  utilized  primarily  to  make  a  dividend  payment  to  the
Distributing  Company in accordance with the terms of the Distribution (see Note
4).  Accordingly,  no historical  earnings per share data has been presented for
the three  months and the six months  ended June 30,  1997.  Alternatively,  pro
forma earnings per share data is presented as described in Note 3.

The  financial  information  included  herein does not  necessarily  reflect the
consolidated  results  of  operations,  financial  position,  and cash  flows of
CommScope in the future or on a historical  basis had CommScope been a separate,
stand-alone   entity  for  the  periods   presented.   These  interim  condensed
consolidated  financial  statements  should  be read  in  conjunction  with  the
Company's December 31, 1997 audited consolidated  financial statements and notes
thereto included in the Company's 1997 Annual Report on Form 10-K.

2.  SUPPLEMENTAL BALANCE SHEET INFORMATION

         Inventories consist of:


                                              June 30,         December 31,
                                                1998              1997
                                            -------------     ------------
                                     

                 
                 Raw materials            $      11,133      $      16,376
                 Work in process                  5,620              8,860
                 Finished goods                  15,210             16,987
                                            --------------    -------------

                                          $      31,963      $      42,223
                                           ===============    =============





<PAGE>



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

3.  PRO FORMA FINANCIAL INFORMATION AND EARNINGS PER SHARE

The  accompanying  unaudited  pro forma  financial  information  was prepared to
present the 1997 net income of CommScope as if the  Distribution had occurred on
January 1, 1997.  The  unaudited  pro forma  disclosures  set forth below do not
purport to represent what CommScope's  operations actually would have been or to
project CommScope's operating results for any future period.

The unaudited pro forma  information has been prepared  utilizing the historical
consolidated  statements of income of CommScope which were adjusted to reflect a
net debt level of $275 million at the  beginning of each period  presented at an
assumed weighted  average  borrowing rate of 6.35% plus the amortization of debt
issuance  costs  associated  with the new  borrowings  (see  Note 4).  Pro forma
earnings per share was  calculated by dividing the pro forma net income for each
period  presented  by  the  pro  forma  common  and  common   equivalent  shares
outstanding  for each period,  and assumes  that a total of 49.1 million  common
shares  outstanding  for basic  earnings per share and 49.2  million  common and
common  equivalent  shares  outstanding  for diluted  earnings  per share at the
Distribution Date were outstanding since January 1, 1997.

Giving effect to the  Distribution  as of January 1, 1997,  pro forma net income
for the  Company  for the three  months and the six months  ended June 30,  1997
would have been $11,664  ($0.24 per basic and diluted  share) and $24,661 ($0.50
per basic and diluted share), respectively.

Below is a  reconciliation  of weighted  average common shares  outstanding  for
basic earnings per share to weighted average common and common equivalent shares
outstanding for diluted earnings per share:
<TABLE>
<CAPTION>
<S>                                                   <C>         <C>         <C>          <C>

                                                        Three        Six          Three       Six
                                                        Months      Months        Months     Months
                                                        Ended       Ended       Ended June   Ended
                                                        June 30,    June 30,     June 30    June 30,
                                                         1998        1998          1997       1997
                                                      ----------- ----------- ------------ -----------


Average  number of common  shares  outstanding - for
basic earnings per share                                  49,177      49,155       49,105      49,105
Dilutive effect of employee stock options                    411         301           95          95
                                                      =========== =========== ============ ===========
Average  number  of  common  and  common  equivalent
shares outstanding - for diluted earnings per share
                                                          49,588      49,456       49,200      49,200
                                                      =========== =========== ============ ===========




</TABLE>


<PAGE>



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

4.  LONG-TERM DEBT

Long-term debt consisted of the following:

                                                  June 30,         December 31,
                                                    1998               1997
                                            ------------------ -----------------

Credit Agreement (as defined below)        $       208,000      $       255,000
Alabama State Industrial 
  Development Authority Notes                       10,800               10,800
                                            ------------------ -----------------
                                                   218,800              265,800
                                            ================== =================

On July 23,  1997 the  Company  entered  into a $350  million  revolving  credit
agreement with a group of banks (the "Credit  Agreement").  On the  Distribution
Date, CommScope initially borrowed $266 million under the Credit Agreement which
was  utilized  to  make a  dividend  payment  to  the  Distributing  Company  in
accordance with the terms of the  Distribution  and to fund fees and expenses in
connection with the Credit Agreement.  The Company intends to utilize the Credit
Agreement in the future for, among other things,  general working capital needs,
financing strategic acquisitions, and other general corporate purposes.

5.    BUSINESS DIVESTITURES

In February  1998,  the Company  sold  certain  real and  personal  property and
inventories of its high-temperature aerospace and industrial cables business for
an adjusted price of $13 million. The Company recognized a pre-tax gain from the
sale of $2 million ($0.03 per share, net of tax effect).

6.  NEWLY ISSUED ACCOUNTING STANDARDS

In June 1997,  Statement  of  Financial  Accounting  Standard  ("SFAS") No. 130,
"Reporting  Comprehensive  Income",  was  issued.  SFAS  No.  130  will  require
disclosure  of  comprehensive  income (which is defined as "the change in equity
during a period excluding changes resulting from investments by shareholders and
distributions to  shareholders")  and its components.  SFAS No. 130 is effective
for fiscal years  beginning after December 15, 1997,  with  reclassification  of
comparative years required.  The Company plans to provide appropriate  financial
statement  disclosures  under SFAS No. 130 in its Form 10-K for the fiscal  year
ended  December 31, 1998. Had the new standard been applied for the three months
and six months ended June 30, 1998,  comprehensive  income would not differ from
net income for all periods presented in the condensed consolidated statements of
income.

Also in June 1997,  SFAS No. 131,  "Disclosures  About Segments of an Enterprise
and Related Information", was issued. SFAS No. 131 is effective for fiscal years
beginning  after  December 15, 1997.  The Company  plans to provide  appropriate
financial  statement  disclosures  under  SFAS No.  131 in its Form 10-K for the
fiscal year ended  December  31,  1998.  SFAS No. 131  redefines  how  operating
segments  are  determined  and  requires  disclosure  of certain  financial  and
descriptive  information  about a company's  operating  segments.  Management is
currently  evaluating  the  effect  of SFAS  No.  131 on the  Company's  current
disclosures.

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  that an entity  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, 2000.  Management is
currently  evaluating  the  effects of SFAS No. 133 on the  Company's  financial
statements and current disclosures.


<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, 1997 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, 1997 or in the  unaudited  condensed
consolidated financial statements included in this document.

HIGHLIGHTS


CommScope  reported net income of $8 million ($0.17 per basic and diluted share)
for the quarter  ended June 30,  1998,  a decrease of $5 million  (34%) from the
quarter ended June 30, 1997 net income of $13 million. On a pro forma basis, net
income for the quarter ended June 30, 1997 was $12 million  ($0.24 per basic and
diluted share).

For the six months  ended June 30,  1998,  CommScope  reported net income of $15
million  ($0.30 per basic and diluted  share),  a decrease of $12 million  (45%)
from the six months  ended June 30,  1997 net  income of $27  million.  On a pro
forma  basis,  net income for the six months ended June 30, 1997 was $25 million
($0.50 per basic and diluted share).

Pro forma net  income  and  earnings  per share for 1997  reflect  the impact of
CommScope's new capital  structure  immediately  following the Distribution from
the  Distributing  Company  which  was  consummated  on the  Distribution  Date,
assuming  that all common stock issued and long term debt  borrowings  as of the
Distribution Date were outstanding since January 1, 1997.

Net income for the six months  ended June 30, 1998  includes a one-time  pre-tax
gain  of $2  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 $13 million ($0.27 per share).


         COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTH
            PERIODS ENDED JUNE 30, 1998 WITH THE THREE AND SIX MONTH
                           PERIODS ENDED JUNE 30, 1997

NET SALES

Net sales for the second  quarter and six months  ended June 30, 1998  decreased
$17  million  (11%) to $142  million  and $32  million  (10%)  to $275  million,
respectively,  from the comparable prior year periods. The decrease in net sales
is due primarily to a significant  reduction in  international  sales due to the
economic turmoil in key overseas markets.

For the second  quarter and six months ended June 30, 1998  international  sales
decreased by 38% and 41%, respectively, compared to the corresponding periods in
1997,  driven  by  reduced  sales in the  Asian  markets  and in Latin  America.
International  sales for the six months ended June 30, 1998  represented  24% of
the  Company's  net sales  compared  to 36% for the  comparable  period of 1997.
However,  international  sales for the second quarter 1998 increased by 17% over
the first quarter 1998, including increases in sales to the Asian markets.
<PAGE>

Net  sales to cable  television  and other  video  distribution  markets  ("CATV
Products")  for the second  quarter and six months ended June 30, 1998 decreased
$23  million  (17%) to $112  million  and $40  million  (16%)  to $216  million,
respectively,  from the comparable prior year periods. These decreases primarily
reflect the lower international sales in 1998 as compared to 1997. Domestically,
excluding sales to telephone  companies,  sales of CATV Products increased by 6%
for the second quarter 1998 compared to the second quarter of 1997.

Net sales for local area network and other data  applications  ("LAN  Products")
for the second  quarter and six months ended June 30, 1998  increased $3 million
(18%) to $21 million and $7 million (18%) to $43 million, respectively, over the
comparable  prior year periods.  The sales increases for LAN Products are due to
sales of Category 5 premise  wiring and continued  development  and marketing of
high-performance  cable,  such as the  UltraMedia  (TM)  cable,  which  supports
gigabit transmission and exceeds the highest industry standards.

Sales of other cable  products for the second  quarter and six months ended June
30,  1998 were $9 million  and $16  million,  respectively,  as  compared  to $7
million and $14 million for the comparable periods in 1997.

GROSS PROFIT (NET SALES LESS COST OF SALES)

Gross  profit for the second  quarter and six months ended June 30, 1998 was $33
million and $60 million,  respectively,  compared to $39 million and $79 million
for the comparable prior year periods, a decrease of 17% and 23%,  respectively.
The lower gross profit is primarily the result of the lower sales and slightly
lower selling prices for CATV Products due to a competitive pricing environment.
Lower overhead costs in the six months ended June 30, 1997,  driven primarily by
reduced  warranty-related  provisions  due  to  lower  expectations  of  claims,
contributed partially to the higher 1997 gross profit.

As a  percentage  of sales,  gross profit  declined  from 26% for the six months
ended June 30,  1997 to 22% for the  comparable  period of 1998.  For the second
quarter 1998,  gross profit as a percentage of sales was 23% compared to 25% for
the second quarter 1997.

The  gross  profit  percentage  of  23%  for  the  second  quarter  1998  was an
approximate  250 basis point  increase  from the first quarter 1998 gross profit
percentage  of less  than  21%.  This  improvement  reflects  the  impact of the
Company's  focus on engineered  cost savings and  manufacturing  efficiencies as
well as improving sales volumes. The Company expects modest improvement in gross
profit percentages during the remainder of 1998,  assuming selling prices remain
stable.

SELLING, GENERAL AND ADMINISTRATIVE

Selling,  general and administrative ("SG&A") expense for the second quarter and
six months  ended June 30, 1998 was $13 million and $25  million,  respectively,
unchanged from the comparable prior year periods.  As a percentage of net sales,
SG&A  expense was 9% for the second  quarter and six months  ended June 30, 1998
and 8% for the comparable periods of 1997.

RESEARCH AND DEVELOPMENT

Research and development  expense as a percentage of net sales was 1% during all
periods.  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 for
an adjusted price of $13 million. The Company recognized a pre-tax gain from the
sale of $2 million ($0.03 per share, net of tax effect).


<PAGE>




INTEREST EXPENSE

Interest  expense  for the second  quarter and six months  ended June 30,  1998,
totaling $4.1 million and $8.3 million, respectively, represents actual interest
incurred  on  outstanding  borrowings  under the  Company's  credit  facilities.
Interest  expense  for the second  quarter  and six months  ended June 30,  1997
represents an allocation of net interest expense from the Distributing  Company,
which was based upon  CommScope's  net assets as a  percentage  of the total net
assets of the Distributing Company.

Pro forma net interest  expense for the second quarter and six months ended June
30, 1997,  totaling  $4.6 million and $9.3 million,  respectively,  reflects the
historical  interest expense of the Company adjusted to reflect a net debt level
of $275  million at the  beginning  of 1997  presented  at an  assumed  weighted
average  borrowing  rate of 6.35% plus the  amortization  of debt issuance costs
associated with the new borrowings incurred at the Distribution. These pro forma
net interest costs are not  necessarily  indicative of what the actual  interest
costs would have been had CommScope operated as a separate,  stand-alone entity.
The reduction in actual  interest costs during 1998 as compared to the pro forma
interest  costs for the  comparable  periods of 1997 is due to the  reduction in
borrowings under the Company's credit facility since the Distribution.

INCOME TAXES

The  effective  tax rate was 36% for the six months  ended June 30, 1998 and 38%
for the  comparable  period of 1997.  The provision for income taxes for the six
months  ended June 30,  1997 has been  determined  as if the  Company  had filed
separate  tax returns  under its  previously  existing  structure as an indirect
wholly owned subsidiary of the Distributing Company.

LIQUIDITY AND CAPITAL RESOURCES

Cash  provided by  operations  was $51 million for the six months ended June 30,
1998 compared to $23 million for the comparable  prior year period,  an increase
of $28 million or 122%.  This  increase  primarily  results from lower levels of
working capital at June 30, 1998 as compared to December 31, 1997.

Working  capital was $90 million at June 30,  1998  compared to $113  million at
December 31,  1997,  a decrease of $23 million,  or 20%. The decrease in working
capital is due to lower inventory levels and an increase in accounts payable and
accrued liabilities.  Based on current levels of orders and backlog,  management
of the Company  believes that working  capital levels are appropriate to support
future operations.

During the six months  ended June 30, 1998 the Company  invested  $10 million in
equipment and facilities  compared to $19 million for the  comparable  period in
1997. The capital spending in each period was primarily attributable to capacity
expansion,  particularly  for LAN  Products,  equipment  upgrades  and  vertical
integration  projects to meet increased current and anticipated  future business
demands.  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, 1998 the Company repaid
$47 million under its revolving credit facility. Management believes that, based
upon its  analysis of the  Company's  consolidated  financial  position  and the
expected  results  of its  operations  in the  future,  the  Company  will  have
sufficient  cash flows from future  operations and the financial  flexibility to
attract both short- 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.
<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 exposure to
credit risk associated with its financial  instruments through credit approvals,
credit  limits and  monitoring  procedures.  At June 30, 1998,  in  management's
opinion,  CommScope  did not have any  significant  exposure  to any  individual
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,  1998,  the  Company  evaluated  its  commodity  pricing and foreign
currency exchange  exposures and concluded that it was not currently  beneficial
to use  financial  instruments  to hedge its current  positions  with respect to
those exposures. As of June 30, 1998, the Company had entered into interest rate
swap  agreements to effectively  convert an aggregate  amount of $100 million of
outstanding  variable-rate  borrowings  to a  fixed-rate  basis.  Contracts  for
notional  amounts  of $50  million  each  expire in  February  and  April  1999,
respectively.  The  contract  expiring  in April 1999 may be  terminated  at the
option of the  counter-party  to the swap  agreement in October 1998.  Under the
agreements,  interest  settlement payments will be made quarterly based upon the
spread between the three month LIBOR, as adjusted quarterly,  and fixed rates of
5.92% and 5.79%, respectively.  Net payments or receipts resulting from the swap
agreements are recorded as adjustments to interest expense in each quarter.

At June 30, 1998, the weighted  average  effective  interest rate on outstanding
borrowings and associated credit fees under the Credit Agreement and the Alabama
State Industrial Development Authority Notes was 6.9%.

NEWLY ISSUED ACCOUNTING STANDARDS

In June 1997,  Statement  of  Financial  Accounting  Standard  ("SFAS") No. 130,
"Reporting  Comprehensive  Income",  was  issued.  SFAS  No.  130  will  require
disclosure  of  comprehensive  income (which is defined as "the change in equity
during a period excluding changes resulting from investments by shareholders and
distributions to  shareholders")  and its components.  SFAS No. 130 is effective
for fiscal years  beginning after December 15, 1997,  with  reclassification  of
comparative years required.  The Company plans to provide appropriate  financial
statement  disclosures  under SFAS No. 130 in its Form 10-K for the fiscal  year
ended  December 31, 1998. Had the new standard been applied for the three months
and six months ended June 30, 1998,  comprehensive  income would not differ from
net income for all periods presented in the condensed consolidated statements of
income.

Also in June 1997,  SFAS No. 131,  "Disclosures  About Segments of an Enterprise
and Related Information", was issued. SFAS No. 131 is effective for fiscal years
beginning  after  December 15, 1997.  The Company  plans to provide  appropriate
financial  statement  disclosures  under  SFAS No.  131 in its Form 10-K for the
fiscal year ended  December  31,  1998.  SFAS No. 131  redefines  how  operating
segments  are  determined  and  requires  disclosure  of certain  financial  and
descriptive  information  about a company's  operating  segments.  Management is
currently  evaluating  the  effect  of SFAS  No.  131 on the  Company's  current
disclosures.

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  that an entity  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, 2000.  Management is
currently  evaluating  the  effects of SFAS No. 133 on the  Company's  financial
statements and current disclosures.


<PAGE>




YEAR 2000

CommScope  recognizes the issues  associated  with Year 2000 date processing and
has appointed a  corporate-wide  project team to address these issues.  The Year
2000 team is coordinating the identification,  evaluation, and implementation of
changes to computer  systems and  applications  necessary to achieve a Year 2000
date  conversion.  CommScope's  products  themselves  - high  performance,  high
bandwidth cables for the telecommunications  industry - are not affected by this
problem.  The Company is, however,  dependent upon internal  computer systems as
well as those of its vendors who provide essential  materials and services.  The
multifunctional  task  force  has been set up to  address  each of these  areas.
Furthermore,  all  hardware  and  software  specified  for future  purchase  are
required to be Year 2000 compliant.

A portion of  CommScope's  internal  financial  and  operating  systems has been
developed  in-house.  Modifications  to these  systems  have been in progress by
Company  personnel  since early 1997.  It is expected that these changes will be
significantly  completed  by the end of 1998.  Full  Year  2000  compliance  for
internal  systems is expected to be achieved by June 1999.  Management  does not
believe  that the costs of  addressing  the Year  2000  software  issue  will be
material to  CommScope's  results of  operations,  financial  condition  or cash
flows.

In addition to the PC and mainframe system and application vendors, CommScope is
working  with its key  suppliers of raw  materials,  equipment,  facilities  and
services.  An  inventory of affected  equipment,  products and services has been
developed to identify those areas critical to the operation of the Company.  The
Company is evaluating the status of its key suppliers toward achieving Year 2000
compliance and their ability to provide an uninterrupted level of service at the
change of the Millenium.  In addition to asking these  suppliers to certify that
they are Year 2000 compliant,  CommScope will also evaluate  compliance  through
internal  testing,  where feasible,  to verify the  modifications are effective.
However,  the Company can give no assurance that the systems of other  companies
on which the  Company  relies  will be  converted  on time or that a failure  to
convert  by  another  company  or a  conversion  that is  incompatible  with the
Company's systems would not have a material adverse effect on the Company.

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,  and other
specific factors  discussed in Exhibit 99 to the Company's Form 10-Q for the six
months  ended  June 30,  1998.  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.



<PAGE>





                           PART II - OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders

         The Company held its Annual Meeting of Stockholders  (the "Meeting") on
         May 1, 1998.  Proxies  for such  meeting  were  solicited  pursuant  to
         Regulation 14A under the Securities Exchange Act of 1934, as amended. A
         total of 49,154,751  shares of Common Stock with one vote ("Vote") each
         were entitled to vote at the meeting and holders of  46,029,440  common
         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 2001  Annual  Meeting  of
         Stockholders by the vote set forth below:

         Name of Director                   Votes For         Votes Withheld

         George N. Hutton, Jr.              45,605,908        423,532
         Boyd L. George                     45,612,858        416,582

         The Company's  other four directors,  whose term of office  continues 
         after the 1998 Meeting,  are Edward D. Breen,  Frank M.
         Drendel, Nicholas C. Forstmann, and James N. Whitson.

         A proposal to approve the adoption of the CommScope,  Inc.  Amended and
         Restated 1997 Long-Term Incentive Plan was approved by 39,299,901 Votes
         cast  in  favor,   6,627,357  Votes  cast  against  and  102,182  Votes
         abstaining.

         A proposal  to approve  the  adoption  of the  CommScope,  Inc.  Annual
         Incentive  Plan  was  approved  by  44,870,621  Votes  cast  in  favor,
         1,046,940 Votes cast against and 111,879 Votes abstaining.

         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 1998 fiscal year was approved by 45,922,600  Votes cast
         in favor, 52,347 Votes cast against and 54,493 Votes abstaining.

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 June 30,
             1998:

                           None


<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.

August 7, 1998                                      /s/ Jearld L. Leonhardt
Date                                                 Jearld L. Leonhardt
                                                     Executive  Vice  President,
                                                     Finance and  Administration
                                                     Signing    both    in   his
                                                     capacity as Executive  Vice
                                                     President  on behalf of the
                                                     Registrant   and  as  Chief
                                                     Financial  Officer  of  the
                                                     Registrant