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 March 31, 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        (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 April 30, 1999 there were 50,592,433 shares of Common Stock outstanding.



<PAGE>




                                 CommScope, Inc.
                                    Form 10-Q
                                 March 31, 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 - 15

Part II - Other Information

    Item 6.  Exhibits and Reports on Form 8-K                                16

    Signatures                                                               17




<PAGE>
<TABLE>
<CAPTION>

                                 CommScope, Inc.
                    Condensed Consolidated Statements of Income
                (Unaudited--in thousands, except per share amounts)


                                                    Three Months Ended
                                                          March 31,
                                            ------------------------------------
                                                  1999               1998
                                            -----------------  -----------------

<S>                                                <C>                <C>    
Net Sales                                          $ 148,071          $ 133,602
                                            -----------------  -----------------

Operating Costs and Expenses:
   Cost of sales                                     111,236            106,034
   Selling, general and administrative                14,569             12,533
   Research and development                            1,489              1,753
   Amortization of goodwill                            1,247              1,303
                                            -----------------  -----------------
        Total operating costs & expenses             128,541            121,623
                                            -----------------  -----------------

Operating Income                                      19,530             11,979
Other income, net                                         10              2,127
Interest expense                                      (2,798)            (4,197)
Interest income                                          139                158
                                            -----------------  -----------------

Income before Income Taxes                            16,881             10,067
Provision for income taxes                            (6,121)            (3,735)
                                            -----------------  -----------------

Net Income                                          $ 10,760            $ 6,332
                                            =================  =================

Net income per share:
   Basic                                              $ 0.21             $ 0.13
   Assuming dilution                                  $ 0.21             $ 0.13

Weighted-average shares outstanding:
   Basic                                              50,401             49,120
   Assuming dilution                                  51,218             49,301


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



                                        3

<PAGE>
<TABLE>
<CAPTION>

                                 CommScope, Inc.
                      Condensed Consolidated Balance Sheets
                        (In thousands, except share data)

                                                          (unaudited)
                                                   March 31,       December 31,
                                                     1999              1998
                                                --------------   ---------------

                       Assets

<S>                                                   <C>              <C>  
Cash and cash equivalents                             $ 9,476           $ 4,129
Accounts receivable, less allowance for doubtful 
  accounts of $4,313 and $4,126, respectively         104,206            93,627
Inventories                                            37,058            29,986
Prepaid expenses and other current assets               1,520             3,745
Deferred income taxes                                  13,500            12,925
                                                --------------   ---------------
      Total current assets                            165,760           144,412

Property, plant and equipment, net                    149,682           135,082
Goodwill, net of accumulated amortization of
   $44,641 and $43,396, respectively                  166,241           164,024
Other intangibles, net of accumulated amortization
   of $29,999 and $29,314, respectively                18,766            19,451
Investments and other assets                            2,386             2,358
                                                --------------   ---------------

      Total Assets                                  $ 502,835         $ 465,327
                                                ==============   ===============

        Liabilities and Stockholders' Equity

Accounts payable                                     $ 33,539          $ 23,717
Other accrued liabilities                              35,491            26,713
                                                --------------   ---------------
      Total current liabilities                        69,030            50,430

Long-term debt                                        187,951           181,800
Deferred income taxes                                  17,000            17,543
Other non-current liabilities                          12,013            11,582
                                                --------------   ---------------
      Total Liabilities                               285,994           261,355

Commitments and contingencies

Stockholders' Equity
Preferred stock, $.01 par value; Authorized 
   shares:  20,000,000; Issued and outstanding 
   shares:  None at March 31, 1999 and
   December 31, 1998                                      --                 --
Common Stock, $.01 par value; Authorized 
   shares:  300,000,000; Issued and outstanding 
   shares:  50,519,673 at March 31, 1999;
   50,254,467 at December 31, 1998                        505               503
Additional paid-in capital                            159,065           155,631
Retained earnings                                      58,598            47,838
Accumulated other comprehensive income                 (1,327)               --
                                                --------------   ---------------
      Total Stockholders' Equity                      216,841           203,972
                                                --------------   ---------------

      Total Liabilities and Stockholders'Equity     $ 502,835         $ 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)

                                                       Three Months Ended
                                                            March 31,
                                           -------------------------------------
                                                    1999                1998
                                           -----------------   -----------------

<S>                                                <C>                 <C>    
Operating Activities:
Net income                                         $ 10,760             $ 6,332
Adjustments to reconcile net income to net
  cash provided by operating activities:
    Depreciation and amortization                     6,932               6,025
    Gain on sale of Elm City assets                      --              (1,873)
    Changes in assets and liabilities:
       Accounts receivable                          (14,080)                553
       Inventories                                   (1,945)                999
       Prepaid expenses and other current
        assets                                        2,225               1,145
       Deferred income taxes                         (1,118)             (1,514)
       Accounts payable & other accrued 
        liabilities                                  18,492               7,585
       Other non-current liabilities                    431                 330
       Other                                            (98)                195
                                           -----------------   -----------------
Net cash provided by operating activities            21,599              19,777

Investing Activities:
    Additions to property, plant and equipment       (9,018)             (3,144)
    Acquisition of business in Seneffe, Belgium     (17,023)                 --
    Sale of assets of the high temperature 
      aerospace and industrial cable business            --               8,885
    Other                                                --                  13
                                           -----------------   -----------------
Net cash provided by (used in) 
 investing activities                               (26,041)              5,754

Financing Activities:
    Net repayments under revolving credit
     facility                                       (10,000)            (15,000)
    Proceeds of term loan facility for 
     acquisition of business in Seneffe, Belgium     16,353                  --
    Exercise of stock options                         3,417                 393
    Issuance of stock to outside director                19                  --
                                           -----------------   -----------------
Net cash provided by (used in) 
  financing activities                                9,789             (14,607)

Change in cash and cash equivalents                   5,347              10,924
Cash and cash equivalents, beginning of period        4,129               3,330
                                           -----------------   -----------------
Cash and cash equivalents, end of period            $ 9,476            $ 14,254
                                           =================   =================

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)
                        Three Months Ended March 31, 1999



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

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

Issuance of shares for stock option 
  exercises                                       264,206           2        3,415          --            --        3,417
Issuance of shares to outside director              1,000          --           19          --            --           19
Comprehensive income - currency
  translation adjustment                               --          --           --          --        (1,327)      (1,327)
Net income                                             --          --           --      10,760            --       10,760
                                           -------------------------------------------------------------------------------

Balance March 31, 1999                         50,519,673       $ 505    $ 159,065    $ 58,598      $ (1,327)   $ 216,841
                                           ===============================================================================


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.  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.

BASIS OF PRESENTATION

The condensed  consolidated  balance  sheet as of March 31, 1999,  the condensed
consolidated  statements of income for the three months ended March 31, 1999 and
1998, the condensed  consolidated  statements of cash flows for the three months
ended March 31,  1999 and 1998,  and the  condensed  consolidated  statement  of
stockholders' equity for the three months ended March 31, 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 ended March 31, 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:


                                              March 31,       December 31, 
                                                1999              1998
                                                 1999
                                             -----------      ------------

                
                 Raw materials           $      13,735      $      12,379
                
                 Work in process                 9,185              5,811
                 
                 Finished goods                 14,138             11,796
                                            ------------      ------------

                                         $      37,058      $      29,986
                                         ===============    ==============




<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:

                                                 Three Months      Three Months
                                               Ended March 31,   Ended March 31,
                                                     1999              1998
                                             -----------------------------------


Average number of common shares outstanding  
  - for basic net income per share                      50,401           49,120
Dilutive effect of employee stock options                  817              181
                                             ===================================
Average number of common and common 
 equivalent shares outstanding
 - for diluted net income per share                     51,218           49,301
                                             ===================================

4.  LONG-TERM DEBT

Long-term debt consisted of the following:

                                                  March 31,        December 31,
                                                    1999               1998
                                            ------------------ -----------------

Credit Agreement (as defined below)           $       161,000       $   171,000
Eurodollar Credit Agreement (as defined below)         16,151                --
Alabama State Industrial 
 Development Authority Notes                           10,800            10,800
                                            ------------------ -----------------
                                              $       187,951       $   181,800
                                            ================== =================

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 $2 million ($0.03 per share, net of tax effect).

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  operation  in Seneffe is the largest  CATV coaxial  cable  manufacturer  in
Europe with annual sales by Alcatel of approximately $35 million in 1998.


<PAGE>




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

5.    BUSINESS ACQUISITIONS AND DIVESTITURES (continued)

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, 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, 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 $11 million ($0.21 per basic and diluted share)
for the quarter  ended March 31, 1999,  an increase of $4 million (70%) from the
quarter  ended  March 31,  1998 net  income of $6  million  ($0.13 per basic and
diluted share pro forma).

Net income for the quarter ended March 31, 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,  first quarter 1998 net
income was $5 million ($0.10 per share).


             COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTH
                PERIOD ENDED MARCH 31, 1999 WITH THE THREE MONTH
                           PERIOD ENDED MARCH 31, 1998

NET SALES

Net sales for the first quarter ended March 31, 1999 increased $14 million (11%)
to $148  from the  comparable  prior  year's  first  quarter  net  sales of $134
million.  The increase in net sales is due to  strengthening  worldwide  coaxial
cable sales that were partially  offset by decreased  domestic  networking cable
sales.

International  sales  increased  41% to $43 million for the first  quarter  1999
compared  to $30  million  for  the  first  quarter  1998,  due in  part  to the
acquisition of the Company's new coaxial cable business in Seneffe, Belgium.

Net  sales to cable  television  and other  video  distribution  markets  ("CATV
Products")  for the first  quarter  1999  increased  $14  million  (14%) to $119
million from the first quarter 1998.  The increase in sales  resulted  primarily
from  improving  international  coaxial cable sales and from  stronger  sales to
domestic cable television system operators (MSOs).

Net sales for local area network and other data  applications  ("LAN  Products")
for the first  quarter 1999  decreased $8 million  (34%) from the first  quarter
1998. The sales  decrease for LAN Products is due primarily to pricing  pressure
in the LAN market.

Sales of other  cable  products  for the first  quarter  1999  were $15  million
compared to $7 million for the first quarter 1998, due to a significant increase
in  sales  of  coaxial   cable  for  both   wireless  and  for  central   office
telecommunications applications.

GROSS PROFIT (NET SALES LESS COST OF SALES)

Gross profit for the first quarter 1999 was $37 million  compared to $28 million
for the first quarter 1998, an increase of 34%. Gross profit margins improved to
24.9% for the first  quarter 1999  compared to 20.6% for the first quarter 1998.
The primary  drivers of the improvement in gross profit and gross profit margins
are the increased sales, 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 LAN Products  and sales from the Seneffe  facility,  which has
lower than Company-average margins.

The Company  anticipates  continued  improvement  in gross profit margins due to
ongoing cost reduction  initiatives and relatively  stable market prices for the
Company's coaxial cable products.  However,  these improvements may be moderated
by the difficult pricing  environment for LAN Products,  the implementation of a
new enterprise information management system and increasing commodity prices.

SELLING, GENERAL AND ADMINISTRATIVE

Selling,  general and administrative ("SG&A") expense for the first quarter 1999
was $15  million  compared  to $13  million  for the first  quarter  1998.  As a
percentage of net sales, SG&A expense was 10% and 9%, respectively. SG&A expense
increased  primarily  due to the  expansion of sales and  marketing  efforts for
developing products.

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
gain from the sale of $2 million ($0.03 per share, net of tax effect).

INTEREST EXPENSE

Interest  expense  for the first  quarter  1999 was $3  million  compared  to $4
million for the first  quarter 1998.  The reduction in interest  costs is due to
the  reduction in  borrowings  under the  Company's  credit  facility  from $251
million at the end of the first  quarter  1998 to $188 million at the end of the
first quarter 1999.

INCOME TAXES

The effective  tax rate was 36% for the first  quarter 1999 compared to 37% for 
the first quarter 1998.  The effective tax rate for the entire fiscal year 1998
was 36%.

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operations  was $22 million for the first quarter 1999 compared
to $20 million for the first  quarter 1998, an increase of $2 million or 9%. The
increase in cash flow  provided by  operations is primarily due to increased net
income offset by slightly higher working capital.

Working  capital was $97  million at March 31,  1999  compared to $94 million at
December 31, 1998. 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 first  quarter 1999 the Company  invested $9 million in equipment and
facilities compared to $3 million for the comparable period in 1998. The capital
spending  in each  period was  primarily  attributable  to  capacity  expansion,
equipment upgrades and vertical  integration  projects to meet increased current
and  anticipated  future  business  demands.  During the first  quarter 1999 the
Company  also  utilized  $17 million to acquire the  coaxial  cable  business in
Seneffe, Belgium.

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 first quarter 1999 the Company repaid $10 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.

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 March 31, 1999,  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 March 31,  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 March 31, 1999, 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 April 1999 and October 2001,  respectively.  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 5.79% and 4.81%, respectively.

Also as of March 31, 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 various interest
rate swap  agreements are recorded as  adjustments  to interest  expense in each
quarter.

At March 31, 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 6.1%.

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, 2000.  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.

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 utilized by the Company use 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  is being
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 is being  contacted and
asked to provide  responses which will allow the Company to assess their ability
to achieve  Year 2000  compliance.  The Company will also  evaluate  third party
compliance  through  internal  testing,  where  feasible,  to  verify  that  the
modifications  are  effective.  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  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.
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
as the risks become more clear.

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 are
being upgraded to Year 2000 compliant versions (if they are not already) through
system  upgrades or through the  purchase of new systems.  The Company  believes
that it has achieved 79% Year 2000  compliance for critical  internal IT systems
and  applications at March 31, 1999, with 100% Year 2000 compliance  expected by
the third quarter of 1999.  Virtually all the critical non-IT systems (including
a  variety  of  equipment  control  devices)  are  currently  being  identified,
evaluated  and  modified,  as  appropriate,  for Year  2000  compliance  through
upgrades to Year 2000 compliant devices.

The Company  plans to test the  effectiveness  of  corrective  actions  taken to
achieve  Year 2000  compliance  during  1999,  but to date it has not  performed
compliance  testing on systems or applications for which Year 2000 modifications
have been made. As compliance  testing is completed and a full assessment of the
risks from potential  Year 2000 systems  failures can be made, the Company plans
to develop 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.

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 March 31,
1999,  it has spent  $500,000  to  address  Year 2000  compliance  issues for IT
systems and applications and $100,000 for non-IT devices. Future expenditures to
address Year 2000 compliance  issues are currently  estimated at $400,000 for IT
systems and applications and $300,000 for non-IT devices. The Company expects 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  suppliers and vendors,  the Company is
unable to determine at this time its most reasonably likely worst case scenario.
The Company expects its Year 2000 compliance efforts to reduce significantly the
Company's  current level of uncertainty  regarding the impact of these 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
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  will be  developed  and
implemented to 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-K for the period  ending  December  31,
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 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  Exhibit No.

                  27       Financial Data Schedule


         (b) Reports on Form 8-K filed  during the three  months ended March 31,
             1999:

                           None

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.

May 10, 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