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

(*) Registrant became subject to the filing requirements on June 13, 1997.

As of May 6, 1998 there were 49,170,783 shares of Common Stock outstanding.



<PAGE>



<TABLE>
<CAPTION>

                                 CommScope, Inc.
                                    Form 10-Q
                                 March 31, 1998
                                Table of Contents




<S>                                                                               <C>    


                                                                                   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 - 14

Part II - Other Information

    Item 6.  Exhibits and Reports on Form 8-K                                              15

    Signatures                                                                             16


</TABLE>







                                       2

<PAGE>

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



                                                     Three Months Ended
                                                          March 31,
                                            ------------------------------------
                                                 1998               1997
                                            -----------------  -----------------

Net Sales                                      $ 133,602          $ 147,874
                                            -----------------  -----------------

Operating Costs and Expenses:
   Cost of sales                                 106,034            108,634
   Selling, general and administrative            12,533             11,311
   Research and development                        1,753              1,270
   Amortization of goodwill                        1,303              1,306
                                            -----------------  -----------------
        Total operating costs & expenses         121,623            122,521
                                            -----------------  -----------------

Operating Income                                  11,979             25,353
Other income, net                                  2,127                210
Interest expense                                  (4,197)            (2,758)
Interest income                                      158                 25
                                            -----------------  -----------------

Income before Income Taxes                        10,067             22,830
Provision for income taxes                        (3,735)            (8,675)
                                            -----------------  -----------------

Net Income                                       $ 6,332           $ 14,155
                                            =================  =================

Net income per common share                       $ 0.13                 (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.








                                       3

<PAGE>


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

                                                  (unaudited)
                                                   March 31,       December 31,
                                                     1998              1997
                                                --------------   ---------------

                     Assets

Cash and cash equivalents                            $ 14,254           $ 3,330
Accounts receivable, less allowance for doubtful
  accounts of $4,297 and $3,985, respectively          98,977            95,741
Inventories                                            35,305            42,223
Prepaid expenses and other current assets               1,054             2,439
Deferred income taxes                                  13,324            12,102
                                                --------------   ---------------
      Total current assets                            162,914           155,835

Property, plant and equipment, net                    128,449           133,235
Goodwill, net of accumulated amortization of
   $39,505 and $38,263, respectively                  167,915           170,345
Intangibles, net of accumulated amortization of
   $27,259 and $26,573, respectively                   21,506            22,192
Investments and other assets                            1,837             1,932
                                                --------------   ---------------

Total Assets                                        $ 482,621         $ 483,539
                                                ==============   ===============

      Liabilities and Stockholders' Equity

Accounts payable                                     $ 18,220          $ 18,533
Other accrued liabilities                              32,148            24,516
                                                --------------   ---------------
      Total current liabilities                        50,368            43,049

Long-term debt                                        250,800           265,800
Deferred income taxes                                  14,640            14,932
Other non-current liabilities                          10,056             9,726
                                                --------------   ---------------
      Total Liabilities                               325,864           333,507

Commitments and contingencies

Stockholders' Equity
Preferred stock, $.01 par value; Authorized
   shares:  20,000,000; Issued and outstanding 
   shares:  None at March 31, 1998 and
   December 31, 1997                                      --                 --
Common Stock, $.01 par value; Authorized
   shares:  300,000,000;  Issued and outstanding 
   shares:  49,168,868 at March 31, 1998;
   49,108,874 at December 31, 1997                        492               491
Additional paid-in capital                            141,326           140,934
Retained earnings                                      14,939             8,607
                                                --------------   ---------------
      Total Stockholders' Equity                      156,757           150,032
                                                --------------   ---------------

 Total Liabilities and Stockholder's Equity         $ 482,621         $ 483,539
                                                ==============   ===============

              See notes to condensed  consolidated financial statements.



                                       4

<PAGE>

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

                                                           Three Months Ended
                                                                 March 31,
                                                       -------------------------
                                                            1998        1997
                                                       -----------   -----------

Operating Activities:
Net income                                                $ 6,332      $ 14,155
Adjustments to reconcile net income to net
  cash provided by operating activities:
    Depreciation and amortization                           6,025         5,771
    Gain on sale of assets of the high-temperature 
      aerospace and industrial cable business              (1,873)           --
    Changes in assets and liabilities:
       Accounts receivable                                    553        (7,762)
       Inventories                                            999        (7,864)
       Prepaid expenses and other current assets            1,145           136
       Deferred income taxes                               (1,514)        3,052
       Accounts payable and other accrued liabilities       7,585         4,444
       Other non-current liabilities                          330           129
       Other                                                  195            36
                                                       -----------   -----------
Net cash provided by operating activities                  19,777        12,097

Investing Activities:
    Additions to property, plant and equipment             (3,144)       (5,344)
    Sale of assets of the high-temperature 
      aerospace and industrial cable business               8,885            --
    Other                                                      13            --
                                                       -----------   -----------
Net cash provided by (used in) investing activities         5,754        (5,344)

Financing Activities:
    Net repayments under revolving credit facility        (15,000)           --
    Exercise of stock options                                 393            --
    Transfers to former sole stockholder                       --        (6,753)
                                                       -----------   -----------
Net cash used in financing activities                     (14,607)       (6,753)

Change in cash and cash equivalents                        10,924            --
Cash and cash equivalents, beginning of period              3,330            --
                                                       -----------   -----------
Cash and cash equivalents, end of period                 $ 14,254           $--
                                                       ===========   ===========

                See notes to condensed  consolidated financial statements.
















                                       5

<PAGE>
<TABLE>
<CAPTION>

                            CommScope, Inc.
      Condensed Consolidated Statement of Stockholders' Equity
           (Unaudited - in thousands, except share amounts)
                   Three Months Ended March 31, 1998


<S>                                            <C>             <C>       <C>          <C>        <C>  

                                                 Number of               Additional                  Total
                                               Common Shares   Common     Paid-In     Retained   Stockholders'
                                                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          59,994       1           392          --             393
Net income                                                 --      --            --       6,332           6,332
                                               ----------------------------------------------------------------

Balance March 31, 1998                             49,168,868   $ 492     $ 141,326    $ 14,939       $ 156,757
                                               ================================================================


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.

CommScope  NC  formerly  was a  wholly  owned  indirect  subsidiary  of  General
Instrument Corporation ("General Instrument").  Through a series of transactions
related to a spin-off of companies from General Instrument (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 March 31, 1998,  the condensed
consolidated  statements of income for the three months ended March 31, 1998 and
1997, the condensed  consolidated  statements of cash flows for the three months
ended March 31,  1998 and 1997,  and the  condensed  consolidated  statement  of
stockholders' equity for the three months ended March 31, 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 ended March 31, 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
ended  March 31,  1997  reflect  the  results  of  operations  and cash flows of
CommScope  that were  transferred  from  General  Instrument  to the  Company 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 General Instrument prior to the Distribution,  and accordingly  reflect the
results of  operations  and changes in cash flows of the Company 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 General Instrument.  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 period  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 General Instrument's cash
management program,  and the accompanying  condensed  consolidated  statement of
income for 1997  includes an  allocation  of net  interest  expense from General
Instrument. Net interest expense was allocated based upon CommScope's net assets
as a percentage of the total net assets of General  Instrument.  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 General  Instrument
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 ended March 31, 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
General Instrument.

CommScope's earnings were part of General Instrument's results of operations for
the three months ended March 31, 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 General  Instrument 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 ended March 31, 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:


                                             March 31, 1998    December 31, 1997
                                                           
                                            -----------------  -----------------

                 
                 Raw materials            $      10,247           $      16,376
             
                 Work in process                  8,836                   8,860
             
                 Finished goods                  16,222                  16,987
                                            -----------------  -----------------

                                          $      35,305           $      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  consolidated  statements  of  income of  CommScope  as if the
Distribution had occurred on January 1, 1997. The unaudited pro forma statements
of  income  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 first  quarter 1997 would have been  $12,997  ($0.26 per
share).

For purposes of basic earnings per share  computations,  total weighted  average
common shares outstanding were 49,120 for the first quarter 1998 and 49,105 (pro
forma) for the first  quarter 1997.  For purposes of diluted  earnings per share
computations,  total  weighted  average  common  and  common  equivalent  shares
outstanding  were 49,301 for the first  quarter  1998 and 49,200 (pro forma) for
the first quarter 1997. The difference  between  weighted  average common shares
outstanding and weighted average common and common equivalent shares outstanding
is attributable to the dilutive effect of employee stock options.

4.  LONG-TERM DEBT

Long-term debt consisted of the following:

                                                  March 31,        December 31,
                                                    1998               1997
                                            ------------------ -----------------

Credit Agreement (as defined below)         $       240,000       $     255,000

Alabama State Industrial Development
  Authority Notes                                    10,800              10,800
                                            ------------------ -----------------
                                                    250,800             265,800
Less current portion                                     --                  --
                                            ------------------ -----------------
                                            $       250,800       $     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,  the Company  initially  borrowed $266 million under the Credit  Agreement
which  was  utilized  to  make a  dividend  payment  to  General  Instrument  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.




<PAGE>



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

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 Form 10-K for the fiscal year ended
December 31, 1998.  Had the new standard been applied in the quarter ended March
31, 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 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.



<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 $6 million  ($0.13 per share) for the quarter
ended  March 31,  1998,  a decrease of $8 million  (55%) from the quarter  ended
March 31, 1997 net income of $14 million.  On a pro forma basis,  net income for
the quarter  ended March 31, 1997 was $13 million  ($0.26 per pro forma  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
General Instrument 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 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 MONTHS
                   ENDED MARCH 31, 1998 WITH THE THREE MONTHS
                              ENDED MARCH 31, 1997

NET SALES

Net sales for the first quarter 1998 were $134 million  compared to $148 million
for the first  quarter  1997,  a decrease of $14 million or 10%. The decrease in
net sales is due  primarily to a 44%  reduction in  international  sales for the
first  quarter  1998 as compared to the first  quarter  1997,  driven by reduced
sales in the Asian markets and in Australia.  International  sales for the first
quarter 1998 represented 23% of the Company's net sales compared to 36% in 1997.

Net  sales to cable  television  and other  video  distribution  markets  ("CATV
Products") for the first quarter 1998 decreased $17 million (14%) from the first
quarter  1997 to $104  million.  This  decrease  primarily  reflects  the  lower
international sales in 1998 as compared to 1997. Domestic sales of CATV Products
increased 8% due to improved sales to the Company's largest  customer,  somewhat
offset by a reduction in sales to telephone companies.

Net sales for LAN and other data  applications  ("LAN  Products")  for the first
quarter  1998  increased  $3 million  (18%) from the first  quarter  1997 to $23
million. Demand continues to be robust with 6-month backlogs on certain types of
unshielded-twisted-pair  (UTP) products. The sales increases for LAN Products is
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 toughest industry standards.

Decreases in the average  selling  prices of both CATV Products and LAN Products
during  the  first  quarter  1998 as  compared  to the first  quarter  1997 also
contributed to lower consolidated net sales.

Sales of other  cable  products  for the  first  quarter  1998 and 1997  were $7
million, respectively.

GROSS PROFIT (NET SALES LESS COST OF SALES)

Gross profit for the first quarter 1998 was $28 million  compared to $39 million
for the first quarter 1997, a decrease of approximately  $12 million or 30%. The
lower gross profit is the result of several  ongoing  factors,  including  lower
selling prices due to a competitive  pricing  environment,  shifting product mix
due to lower  international sales and manufacturing costs related to new product
introduction.  Lower overhead costs in the first quarter 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 27% in the first  quarter 1997 to 21% in the first
quarter 1998. However,  the Company expects modest gross margin improvement from
the first quarter 1998 levels for the remainder of fiscal 1998.

SELLING, GENERAL AND ADMINISTRATIVE

Selling,  general and administrative ("SG&A") expense for the first quarter 1998
increased $1 million  (11%) from the first  quarter  1997 to $13  million.  As a
percentage of net sales, SG&A expense was 9% and 8%, respectively, for the first
quarter 1998 and 1997. The increase in SG&A expense was principally attributable
to increased sales and marketing  expenditures to support product  expansion and
growth  opportunities.  Over the  remainder  of 1998 the  Company  expects  SG&A
expense to be approximately 8 1/2% of net sales.

RESEARCH AND DEVELOPMENT

Research and development expense as a percentage of net sales was 1% in both the
first  quarter  1998 and 1997.  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).

INTEREST EXPENSE

Interest expense for the first quarter 1998,  totaling $4.2 million,  represents
actual interest  incurred on outstanding  borrowings  under the Company's credit
facilities. Interest expense for the first quarter 1997 represents an allocation
of net  interest  expense  from  General  Instrument,  which was based  upon the
Company's  net  assets  as a  percentage  of the total  net  assets  of  General
Instrument.

Pro  forma net  interest  expense  for the first  quarter  1997,  totaling  $4.6
million,  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 for the
first  quarter  1998 as compared to the pro forma  interest  costs for the first
quarter 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 37% for the first quarter 1998 and 38% for the first
quarter 1997. The provision for income taxes for the first quarter 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 General Instrument.

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operations  was $19 million for the first quarter 1998 compared
to $12 million  for the first  quarter  1997,  an increase of $7 million or 57%.
This increase  primarily results from lower working capital increases during the
first quarter 1998 as compared to the first quarter  1997,  partially  offset by
the decrease in net income.

Working  capital was $113  million at both March 31, 1998 and December 31, 1997.
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 1998 the Company  invested $3 million in equipment and
facilities  compared  to $5 million  for the first  quarter  1997.  The  capital
spending  in each  period was  primarily  attributable  to  capacity  expansion,
primarily for LAN Products,  and vertical integration projects to meet increased
current and anticipated  future business demands.  During the first quarter 1998
the Company  received initial cash proceeds of $9 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.  In the first  quarter  1998 the Company  repaid $15 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.

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 March 31, 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 March 31,  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 March 31, 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 March 31, 1998, the weighted  average  variable  interest rate on outstanding
borrowings   under  the  Credit  Agreement  and  the  Alabama  State  Industrial
Development Authority Notes was 6.3%.


<PAGE>




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 Form 10-K for the fiscal year ended
December 31, 1998.  Had the new standard been applied in the quarter ended March
31, 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 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.

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-K for the year
ended December 31, 1997. 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.

                  10.1   CommScope, Inc. Amended and Restated 1997 Long-Term 
                         Incentive Plan
                  10.2   CommScope, Inc. Annual Incentive Plan
                  27     Financial Data Schedule


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

May 12, 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