Exhibit 10.9.1




                                  FORM OF
                              AMENDMENT No. 1
                                   to the
                       SEVERANCE PROTECTION AGREEMENT


     THIS   AMENDMENT,   dated  as  of  the  __  day  of  ____,  1999  (the
"Amendment"),   between  CommScope,   Inc.  a  Delaware   corporation  (the
"Company"), and ____________ (the "Executive"), hereby amends the Severance
Protection  Agreement,  dated as of August 1, 1997  between the Company and
the Executive (the "Severance Agreement") in the manner set forth herein.

     WHEREAS,  the Company and the Executive  desire to amend the Severance
Agreement to exclude from the definition of Change in Control  contained in
Section 13.7 thereof all references to Forstmann Little & Co. and/or any of
their affiliates:

     WHEREAS,  pursuant  to  Section  8 of  the  Severance  Agreement,  the
Severance Agreement may by modified,  amended, suspended or terminated by a
written instrument executed by the parties thereto.


     NOW, THEREFORE, the parties hereto agree as follows:

     1.  Section  13.7 of the  Severance  Agreement  is hereby  deleted and
replaced in its entirety with the following:

               "Change of Control" means, any of the following:

               (i) the acquisition by any Person of Beneficial Ownership of
          Voting Securities which, when added to the Voting Securities then
          Beneficially  Owned by such  Person,  would result in such Person
          Beneficially  Owning 33% or more of the combined  Voting Power of
          the  Company's  then  outstanding  Voting  Securities;  provided,
          however,  that for purposes of this paragraph (i), a Person shall
          not be deemed to have made an acquisition of Voting Securities if
          such Person:  (1)  acquires  Voting  Securities  as a result of a
          stock split,  stock dividend or other corporate  restructuring in
          which all stockholders of the class of such Voting Securities are
          treated on a pro rata basis;  (2) acquires the Voting  Securities
          directly from the Company;  (3) becomes the  Beneficial  Owner of
          33% or more of the combined  Voting Power of the  Company's  then
          outstanding   Voting   Securities  solely  as  a  result  of  the
          acquisition of Voting Securities by the Company or any Subsidiary
          which, by reducing the number of Voting  Securities  outstanding,
          increases the proportional number of shares Beneficially Owned by
          such  Person,  provided  that if (x) a Person  would own at least
          such  percentage as a result of the acquisition by the Company or
          any Subsidiary  and (y) after such  acquisition by the Company or
          any Subsidiary,  such Person acquires Voting Securities,  then an
          acquisition of Voting Securities shall have occurred;  (4) is the
          Company or any corporation or other Person of which a majority of
          its voting power or its equity  securities or equity  interest is
          owned  directly  or  indirectly  by the  Company  (a  "Controlled
          Entity");  or (5) acquires Voting Securities in connection with a
          "Non-Control  Transaction" (as defined in paragraph (iii) below);
          or


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               (ii) the  individuals  who, as of the  Effective  Date,  are
          members of the Board (the "Incumbent Board") cease for any reason
          to  constitute  at  least  two-thirds  of  the  Board;  provided,
          however,  that if either the  election of any new director or the
          nomination  for  election of any new  director  by the  Company's
          stockholders was approved by a vote of at least two-thirds of the
          Incumbent  Board prior to such election or  nomination,  such new
          director shall be considered as a member of the Incumbent  Board;
          provided further, however, that no individual shall be considered
          a member  of the  Incumbent  Board if such  individual  initially
          assumed  office as a result  of  either  an actual or  threatened
          "Election Contest" (as described in Rule 14a-11 promulgated under
          the 1934  Act) or other  actual  or  threatened  solicitation  of
          proxies or  consents  by or on behalf of a Person  other than the
          Board (a "Proxy  Contest")  including by reason of any  agreement
          intended  to  avoid  or  settle  any  Election  Contest  or Proxy
          Contest; or

               (iii) approval by stockholders of the Company of:

                    (A) a merger, consolidation or reorganization involving
               the Company (a "Business Combination"), unless

                         (1) the  stockholders of the Company,  immediately
                    before  the  Business  Combination,  own,  directly  or
                    indirectly    immediately    following   the   Business
                    Combination, at least a majority of the combined voting
                    power  of  the  outstanding  voting  securities  of the
                    corporation  resulting  from the  Business  Combination
                    (the "Surviving Corporation") in substantially the same
                    proportion as their ownership of the Voting  Securities
                    immediately before the Business Combination, and

                         (2)  the  individuals  who  were  members  of  the
                    Incumbent Board  immediately  prior to the execution of
                    the agreement  providing  for the Business  Combination
                    constitute  at least a majority  of the  members of the
                    Board of Directors of the Surviving Corporation, and

                         (3) no  Person  (other  than  the  Company  or any
                    Controlled Entity, a trustee or other fiduciary holding
                    securities  under one or more employee benefit plans or
                    arrangements  (or any  trust  forming  a part  thereof)
                    maintained by the Company, the Surviving Corporation or
                    any Controlled  Entity, or any Person who,  immediately
                    prior  to  the  Business  Combination,  had  Beneficial
                    Ownership of 33% or more of the then outstanding Voting
                    Securities) has Beneficial  Ownership of 33% or more of
                    the   combined    voting   power   of   the   Surviving
                    Corporation's  then  outstanding  voting  securities (a
                    Business  Combination   satisfying  the  conditions  of
                    clauses (1), (2) and (3) of this subparagraph (A) shall
                    be referred to as a "Non-Control Transaction");

                    (B)  a  complete  liquidation  or  dissolution  of  the
               Company; or

                    (C)  the   sale  or   other   disposition   of  all  or
               substantially all of the assets of the Company (other than a
               transfer to a Controlled Entity).

     Notwithstanding the foregoing, a Change of Control shall not be deemed
to  occur  solely  because  33% or  more  of the  then  outstanding  Voting
Securities  is  Beneficially  Owned by (x) a  trustee  or  other  fiduciary
holding securities under one or more employee benefit plans or arrangements
(or any trust  forming a part  thereof)  maintained  by the  Company or any
Controlled  Entity or (y) any corporation  which,  immediately prior to its
acquisition  of such  interest,  is owned  directly  or  indirectly  by the
stockholders  of the Company in the same  proportion as their  ownership of
stock in the Company immediately prior to such acquisition.

     2. Except as expressly set forth herein, the Severance Agreement shall
remain in full force and effect.



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          IN WITNESS WHEREOF,  each of the parties hereby has executed this
Amendment as of the date first above written.


      COMMSCOPE, INC.                        EXECUTIVE


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      By:                                          [         ]
      Title: