Exhibit 10.11.2

                              SECOND AMENDMENT

                            TO CREDIT AGREEMENT

     THIS SECOND  AMENDMENT TO CREDIT  AGREEMENT (the "Second  Amendment"),
dated as of June 28, 2000,  between FIRST UNION  NATIONAL  BANK, a national
banking  association  (the "Bank"),  COMMSCOPE,  INC. OF NORTH CAROLINA,  a
North Carolina  corporation (the  "Borrower") and the guarantors  listed on
the signature page hereto (the "Guarantors").

                            STATEMENT OF PURPOSE

     The Bank,  the Borrower and the  Guarantors  are parties to the Credit
Agreement dated as of February 26, 1999 (as amended, restated, supplemented
or otherwise modified, the "Credit Agreement"),  pursuant to which the Bank
has agreed to extend, and has extended, a credit facility to the Borrower.

     The  parties  now  desire to amend the  Credit  Agreement  in  certain
respects on the terms and conditions set forth herein.

     NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, the parties hereto hereby agree as follows:

     Section 1.  Definitions.  All capitalized terms used and not defined herein
shall have the meanings given thereto in the Credit Agreement.

     Section 2.  Amendments  to the Credit  Agreement.  The Credit  Agreement is
hereby amended as follows:

     (a)  Section  6.14 of the  Credit  Agreement  shall be  amended by (i)
deleting the word "and" from the end of the clause (f),  (ii)  deleting the
period at the end of clause  (g) and  substituting  therefor  the phrase ";
and" and (iii) adding thereto the following new clause (h):

         "(h)  Indebtedness  of the Borrower to Holdings  representing  the
     loan by Holdings  to the  Borrower  of the  proceeds  of the  Holdings
     Senior Subordinated Notes."

     (b)  Paragraph  (i) Of Section 9.1 of the Credit  Agreement  is hereby
amended  by (i)  deleting  the word "or" from the end of the  clause  (iii)
thereof and  substituting  therefor a comma and (ii) deleting the phrase ";
or" at the end of the clause (iv) and substituting therefor the following:

<PAGE>

         "or (iv) the loan by Holdings  to the  Borrower of the  proceeds of the
     Holdings  Senior  Subordinated Notes; or"

     Section 3.  Representations and Warranties/No Default.

     (a) By its execution hereof, the Borrower hereby certifies that (after
giving effect to this Second  Amendment)  each of the  representations  and
warranties  set forth in the Credit  Agreement and the other Loan Documents
is true and correct as of the date hereof as if fully set forth  herein and
that as of the date hereof no Default or Event of Default has  occurred and
is continuing.

     (b) By its  execution  hereof,  the  Borrower  hereby  represents  and
warrants that each of the Credit Parties has the right, power and authority
and has taken all  necessary  corporate  and other action to authorize  the
execution, delivery and performance of this Second Amendment and each other
document  executed  in  connection  herewith  to  which  it is a  party  in
accordance with their respective terms. This Second Amendment has been duly
executed  and  delivered  by the duly  authorized  officers  of the  Credit
Parties party thereto,  and each such document constitutes the legal, valid
and binding  obligation of such Credit  Parties,  enforceable in accordance
with its terms.

     Section 4. Limited  Amendment.  Except as expressly amended and waived
herein,  each provision of the Credit  Agreement and each provision of each
other Loan Document shall  continue to be, and shall remain,  in full force
and  effect.  This  Second  Amendment  shall  not be  deemed  or  otherwise
construed  (a) to be a waiver  of,  or  consent  to, or a  modification  or
amendment  of, any other term or condition  of the Credit  Agreement or any
other Loan Document, (b) to be a commitment or any other undertaking by the
Bank to  engage in any  further  amendment  or waiver of any  aspect of the
Credit  Agreement or any other Loan  Document or (c) to prejudice any other
right or rights which the Bank may now have or may have in the future under
or in connection with the Credit  Agreement or the Loan Documents or any of
the  instruments  or  agreements  referred to  therein,  as the same may be
amended or modified from time to time.

     Section 5. Costs and Expenses.  The Borrower  shall pay all reasonable
out-of-pocket  expenses  of the Bank in  connection  with the  preparation,
execution  and  delivery  of  this  Second  Amendment,   including  without
limitation, the reasonable fees and disbursements of counsel for the Bank.

     Section 6. Counterparts.  This Second Amendment may be executed by one
or more of the parties  hereto in any number of separate  counterparts  and
all of said  counterparts  taken together shall be deemed to constitute one
and the same instrument.

                                     2

<PAGE>

     Section 7. Governing Law. This Second  Amendment shall be governed by,
and construed and interpreted in accordance  with, the laws of the State of
North  Carolina,  without  reference  to the  conflicts  or  choice  of law
principles thereof.

     Section 8. Entire Agreement. This Second Amendment,  together with the
Credit  Agreement  and the other  Loan  Documents,  constitutes  the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements.  The Borrower  acknowledges that there are
no other agreements of any kind,  whether written or oral pertaining to the
subject matter hereof, not memorialized in the Second Amendment, the Credit
Agreement and the other Loan Documents.

                            [SIGNATURE PAGES FOLLOW]


                                     3

<PAGE>

     IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Second
Amendment to be executed and delivered under seal by their  respective duly
authorized officers as of the date first above written.

                                 BORROWER:

                                   COMMSCOPE, INC. OF NORTH CAROLINA
[CORPORATE SEAL]

/s/Frank B. Wyatt, II, Secretary

                                   By:  /s/Barry D. Graham
                                        ----------------------------
                                        Name:  Barry D. Graham
                                               ---------------------
                                        Title: Treasurer

                                               ---------------------


                                   BANK:

                                   FIRST UNION NATIONAL BANK


                                   By:  /s/Frederick E. Blumer
                                        ----------------------------
                                        Name:  Frederick E. Blumer
                                               ---------------------
                                        Title: Vice President

                                               ---------------------


                                 GUARANTOR:

                                   COMMSCOPE, INC.
[CORPORATE SEAL]

/s/Frank B. Wyatt, II, Secretary

                                   By:  /s/Barry D. Graham
                                        ----------------------------
                                        Name:  Barry D. Graham
                                               ---------------------
                                        Title: Treasurer

                                               ---------------------

                                     4