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 September 30, 2000

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

              1375 Lenoir-Rhyne Boulevard, Hickory, North Carolina
                    (Address of principal executive offices)
                                      28602
                                   (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  October  31,  2000  there  were  51,241,101   shares  of   Common  Stock
outstanding.

<PAGE>
                                 CommScope, Inc.
                                    Form 10-Q
                               September 30, 2000

                                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


                                       2
<PAGE>
<TABLE>
<CAPTION>
                                                    CommScope, Inc.
                                      Condensed Consolidated Statements of Income
                            (Unaudited--in thousands, except net income per share amounts)


<S>                                                   <C>               <C>               <C>               <C>
                                                          Three Months Ended                   Nine Months Ended
                                                             September 30,                       September 30,
                                                        2000              1999              2000              1999
                                                      ---------         ---------         ---------         ---------
Net sales                                             $ 256,873         $ 202,315         $ 702,056         $ 537,268

Operating costs and expenses:
    Cost of sales                                       190,608           147,782           519,057           396,040
    Selling, general and administrative                  20,105            16,830            58,582            48,729
    Research and development                              5,158             2,106            13,751             5,540
    Amortization of goodwill                              1,341             1,347             4,026             3,941
                                                      ---------         ---------         ---------         ---------
        Total operating costs and expenses              217,212           168,065           595,416           454,250
                                                      ---------         ---------         ---------         ---------

Operating income                                         39,661            34,250           106,640            83,018
Other income (expense), net                                  12                (1)              492                (8)
Interest expense                                         (2,635)           (2,424)           (7,611)           (7,789)
Interest income                                              39                57               484               307
                                                      ---------         ---------         ---------         ---------

Income before income taxes                               37,077            31,882           100,005            75,528
Provision for income taxes                              (14,089)          (12,144)          (37,997)          (27,938)
                                                      ---------         ---------         ---------         ---------

Net income                                            $  22,988         $  19,738         $  62,008         $  47,590
                                                      =========         =========         =========         =========


Net income per share (Note 3):

    Basic                                             $    0.45         $    0.39         $    1.21         $    0.94
    Assuming dilution                                 $    0.43         $    0.38         $    1.17         $    0.92

Weighted average shares outstanding (Note 3):

    Basic                                                51,229            50,775            51,106            50,611
    Assuming dilution                                    55,972            52,273            56,108            51,861


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


                                                           3
<PAGE>
<TABLE>
<CAPTION>
                                               CommScope, Inc.
                                    Condensed Consolidated Balance Sheets
                                    (In thousands, except share amounts)


<S>                                                                            <C>               <C>
                                                                               (Unaudited)
                                                                               September 30,     December 31,
                                                                                   2000             1999
                                                                                 ---------        ---------
                                                   Assets

Cash and cash equivalents                                                        $   5,698        $  30,223
Accounts receivable, less allowance for doubtful accounts of
    $7,482 and $4,838, respectively                                                201,583          127,018
Inventories (Note 2)                                                                60,959           40,208
Prepaid expenses and other current assets                                            3,086            2,376
Deferred income taxes                                                               19,367           15,354
                                                                                 ---------        ---------
        Total current assets                                                       290,693          215,179

Property, plant and equipment, net                                                 240,300          181,488
Goodwill, net of accumulated amortization of
    $52,788 and $48,777, respectively                                              158,011          162,075
Other intangibles, net of accumulated amortization of
    $34,110 and $32,055, respectively                                               14,886           16,710
Other assets                                                                         9,893            7,083
                                                                                 ---------        ---------

        Total Assets                                                             $ 713,783        $ 582,535
                                                                                 =========        =========

                                    Liabilities and Stockholders' Equity

Accounts payable                                                                 $  59,521        $  29,179
Other accrued liabilities                                                           47,757           39,048
Current portion of long-term debt (Note 4)                                           1,323             --
                                                                                 ---------        ---------
        Total current liabilities                                                  108,601           68,227

Long-term debt (Note 4)                                                            216,204          198,402
Deferred income taxes                                                               22,285           20,346
Other noncurrent liabilities                                                        16,267           14,216
                                                                                 ---------        ---------
        Total Liabilities                                                          363,357          301,191

Commitments and contingencies (Note 5)                                                --               --

Stockholders' Equity:
    Preferred stock, $.01 par value; Authorized shares: 20,000,000;
      Issued and outstanding shares:  None at September 30, 2000 and
      December 31, 1999                                                               --               --
    Common stock, $.01 par value; Authorized shares: 300,000,000;
      Issued and outstanding shares:  51,241,014 at September 30, 2000;
      50,889,208 at December 31, 1999                                                  512              509
    Additional paid-in capital                                                     175,456          166,875
    Retained earnings                                                              177,923          115,915
    Accumulated other comprehensive loss                                            (3,465)          (1,955)
                                                                                 ---------        ---------
        Total Stockholders' Equity                                                 350,426          281,344
                                                                                 ---------        ---------

        Total Liabilities and Stockholders' Equity                               $ 713,783        $ 582,535
                                                                                 =========        =========


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


                                                     4
<PAGE>
<TABLE>
<CAPTION>
                                               CommScope, Inc.
                               Condensed Consolidated Statements of Cash Flows
                                         (Unaudited - in thousands)


<S>                                                                           <C>                  <C>
                                                                                   Nine Months Ended
                                                                                      September 30,

                                                                                2000                 1999
                                                                              --------             --------
Operating Activities:

Net income                                                                    $ 62,008             $ 47,590
Adjustments to reconcile net income to net cash
     provided by operating activities:
     Depreciation and amortization                                              25,831               21,207
     Deferred income taxes                                                      (2,790)              (1,705)
     Tax benefit from stock option exercises                                     4,138                2,171
     Changes in assets and liabilities:
         Accounts receivable                                                   (75,607)             (48,952)
         Inventories                                                           (21,532)              (1,644)
         Prepaid expenses and other current assets                                (767)               1,203
         Accounts payable and other accrued liabilities                         39,800               34,208
         Other noncurrent liabilities                                            2,052                1,370
         Other                                                                     (72)                  86
                                                                              --------             --------
Net cash provided by operating activities                                       33,061               55,534

Investing Activities:

     Additions to property, plant and equipment                                (79,455)             (28,860)
     Acquisition of business in Seneffe, Belgium                                  --                (17,023)
     Investment in unconsolidated affiliate                                     (3,750)                --
     Sale of property, plant and equipment                                         470                   21
                                                                              --------             --------
Net cash used in investing activities                                          (82,735)             (45,862)

Financing Activities:

     Net borrowings (repayments) under revolving credit facility                21,000              (30,000)
     Proceeds from term loan facility for acquisition of business
         in Seneffe, Belgium                                                      --                 16,353
     Proceeds from exercise of stock options                                     4,446                6,849
                                                                              --------             --------
Net cash provided by (used in) financing activities                             25,446               (6,798)

Effect of exchange rate changes on cash                                           (297)                (180)

                                                                              --------             --------
Change in cash and cash equivalents                                            (24,525)               2,694
Cash and cash equivalents, beginning of period                                  30,223                4,129
                                                                              --------             --------
Cash and cash equivalents, end of period                                      $  5,698             $  6,823
                                                                              ========             ========


                          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 amounts)
                                                Nine Months Ended September 30, 2000


<S>                                        <C>            <C>            <C>            <C>           <C>             <C>
                                            Number of                                                  Accumulated
                                             Common                      Additional                       Other          Total
                                             Shares         Common        Paid-In        Retained     Comprehensive   Stockholders'
                                           Outstanding      Stock         Capital        Earnings         Loss           Equity
                                           ----------     ----------     ----------     ----------     ----------      ----------

Balance December 31, 1999                  50,889,208     $      509     $  166,875     $  115,915     $   (1,955)     $  281,344

Issuance of shares for stock
     option exercises                         351,806              3          4,443           --             --             4,446
Tax benefit from stock option
     exercises                                   --             --            4,138           --             --             4,138
Comprehensive income:
     Net income                                  --             --             --           62,008           --            62,008
     Other comprehensive loss                    --             --             --             --           (1,510)         (1,510)
                                           ----------     ----------     ----------     ----------     ----------      ----------
Total comprehensive income                       --             --             --           62,008         (1,510)         60,498
                                           ----------     ----------     ----------     ----------     ----------      ----------

Balance September 30, 2000                 51,241,014     $      512     $  175,456     $  177,923     $   (3,465)     $  350,426
                                           ==========     ==========     ==========     ==========     ==========      ==========


                                      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"),  through its wholly owned
subsidiaries,  operates  in the cable  manufacturing  business.  CommScope  is a
leading  worldwide  designer,  manufacturer  and  marketer  of a wide  array  of
broadband coaxial cables and other  high-performance  electronic and fiber optic
cable products for cable  television,  telephony,  Internet  access and wireless
communications.   Management   believes   CommScope   is  the  world's   largest
manufacturer  of coaxial cable for hybrid fiber  coaxial (HFC) cable  television
systems.  CommScope is also a leading  supplier of coaxial,  twisted  pair,  and
fiber optic cables for premise wiring (local area networks),  wireless and other
communication applications.

Basis of Presentation

   The  condensed  consolidated  balance  sheet as of September  30,  2000,  the
condensed consolidated statements of income for the three months and nine months
ended September 30, 2000 and 1999, the condensed consolidated statements of cash
flows for the nine months ended  September 30, 2000 and 1999,  and the condensed
consolidated  statement  of  stockholders'  equity  for the  nine  months  ended
September  30,  2000 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.  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 ("SEC"). 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, 1999 audited  consolidated
financial  statements  and notes thereto  included in the Company's  1999 Annual
Report on Form 10-K.

   Certain  prior year amounts  have been  reclassified  to conform  to the 2000
presentation.

2.  SUPPLEMENTAL BALANCE SHEET INFORMATION

   Inventories consist of:
                               September 30,    December 31,
                                   2000             1999
                               ------------     ------------

      Raw materials               $ 30,187         $ 16,597
      Work in process               11,348            9,942
      Finished goods                19,424           13,669
                               ------------     ------------
                                  $ 60,959         $ 40,208
                               ============     ============


                                       7
<PAGE>
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  potential  common
shares  outstanding for diluted net income per share. Basic net income per share
is computed  by dividing  net income by the  weighted  average  number of common
shares outstanding during the applicable  periods.  Diluted net income per share
is based on net income adjusted for after-tax  interest and amortization of debt
issuance costs related to convertible debt, if dilutive, divided by the weighted
average number of common shares outstanding  adjusted for the dilutive effect of
stock  options  and  convertible  securities.  The  diluted net income per share
calculation  assumes the  exercise of stock  options  using the  treasury  stock
method.

<TABLE>
<CAPTION>

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

                                                   Three Months         Nine Months
                                                       Ended               Ended
                                                   September 30,       September 30,
                                                 -----------------   -----------------
                                                  2000      1999      2000      1999
                                                 -------   -------   -------   -------
Numerator:

  Net income for basic net income per share      $22,988   $19,738   $62,008   $47,590
  Convertible debt interest and amortization,
    net of tax                                     1,177      --       3,538      --
                                                 -------   -------   -------   -------
  Net income available to common stockholders
    for diluted net income per share             $24,165   $19,738   $65,546   $47,590
                                                 =======   =======   =======   =======


Denominator:

  Weighted average number of common shares
    outstanding for basic net income per share    51,229    50,775    51,106    50,611
  Effect of dilutive securities:
    Employee stock options                         1,163     1,498     1,422     1,250
    Convertible debt                               3,580      --       3,580      --
                                                 -------   -------   -------   -------
  Weighted average number of common and
    potential common shares outstanding for
    diluted net income per share                  55,972    52,273    56,108    51,861
                                                 =======   =======   =======   =======
</TABLE>

4.  LONG-TERM DEBT

   Long-term debt consisted of the following:

                                    September 30,  December 31,
                                        2000           1999
                                    ------------   ------------

        Credit Agreement              $  21,000      $   --
        Convertible Notes               172,500        172,500
        Eurodollar Credit Agreement      13,227         15,102
        IDA Notes                        10,800         10,800
                                    ------------   ------------
                                        217,527        198,402
        Less: current portion            (1,323)         --
                                    ------------   ------------
                                      $ 216,204      $ 198,402
                                    ============   ============

   Principal  payments on the  Eurodollar  Credit  Agreement are due in 20 equal
quarterly installments of 750 euros beginning June 1, 2001.


                                       8
<PAGE>
5.  COMMITMENTS AND CONTINGENCIES

   At September 30, 2000, the Company had  commitments  outstanding  for capital
expenditures under purchase orders and contracts of approximately $11.6 million.
These commitments relate to ongoing capacity expansion projects.

6.  NEWLY ISSUED ACCOUNTING GUIDANCE

   The SEC has issued Staff Accounting  Bulletin No. 101 ("SAB 101"), as amended
on June 26, 2000, titled "Revenue Recognition in Financial  Statements." SAB 101
provides SEC guidance on the recognition, presentation and disclosure of revenue
in accordance  with generally  accepted  accounting  principles in the financial
statements.  The Company must implement any applicable  provisions of SAB 101 no
later than the fourth  quarter of the  current  fiscal  year.  The  Company  has
determined that implementation of the applicable  provisions of SAB 101 will not
have a  material  effect  on the  Company's  financial  statements  and  current
disclosures.

   In June 1998,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards ("SFAS") No. 133,  "Accounting for
Derivative  Instruments  and Hedging  Activities." In June 2000, the FASB issued
SFAS No. 138,  which amends  certain  provisions of SFAS No. 133 to clarify four
areas causing  difficulties in implementation.  The amendment included expanding
the normal  purchases and sales exemption for supply  contracts,  permitting the
offsetting of certain  intercompany  foreign  currency  derivatives,  permitting
hedge accounting for foreign currency  denominated  assets and liabilities,  and
redefining interest rate risk to reduce sources of ineffectiveness.  The Company
has  begun  identifying  derivative  instruments  as  defined  in SFAS No.  133,
reviewing  contracts  for  embedded  derivatives,  and  evaluating  the need for
recognition  and  disclosure of any  derivatives  identified.  In addition,  the
Company has begun  developing  policies and  procedures  with respect to overall
risk  management,  hedge  designation  and  effectiveness,   ongoing  review  of
contracts for derivative implications, and various other SFAS No. 133 issues. In
conjunction with this process, the Company is also evaluating the impact of SFAS
No.  133, as amended by SFAS No. 138,  on  CommScope's  consolidated  results of
operations,  financial position, and cash flows. The Company will adopt SFAS No.
133 and the amendments provided by SFAS No. 138 on January 1, 2001.

                                       9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

   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, 1999 included in our
Annual Report on Form 10-K. Unless otherwise  specified,  capitalized terms used
herein are used as defined in our audited consolidated  financial statements for
the year ended  December  31, 1999 or in the  unaudited  condensed  consolidated
financial statements included in this document.

Highlights

   For the third quarter ended September 30, 2000, we reported net income of $23
million,  or $0.43 per diluted share.  These results  reflect an increase in net
income of $3 million,  or 16%, compared to the third quarter ended September 30,
1999 net income of $20 million, or $0.38 per diluted share.

   For the nine months ended  September  30, 2000, we reported net income of $62
million,  or $1.17 per diluted share.  These results  reflect an increase in net
income of $14 million,  or 30%,  compared to the nine months ended September 30,
1999 net income of $48 million, or $0.92 per diluted share.

COMPARISON OF RESULTS OF  OPERATIONS  FOR THE THREE AND NINE MONTH PERIODS ENDED
SEPTEMBER  30, 2000 WITH THE THREE AND NINE MONTH  PERIODS  ENDED  SEPTEMBER 30,
1999

Net Sales

   Net sales for the third  quarter  ended  September  30,  2000  increased  $55
million, or 27%, to $257 million,  compared to the third quarter ended September
30, 1999. Net sales for the nine months ended  September 30, 2000 increased $165
million,  or 31%, to $702 million,  compared to the nine months ended  September
30, 1999. This performance was primarily driven by a strong increase in sales of
broadband  cable for Hybrid Fiber  Coaxial  ("HFC")  applications.  Higher sales
volume,  combined with price  increases on certain  products,  accounted for the
majority  of these  increases.  Domestic  sales rose 27% to $197  million in the
third quarter of 2000 and 31% to $532 million in the nine months ended September
30, 2000, compared to the same periods in 1999.

   For the third  quarter  of 2000,  international  sales  increased  29% to $60
million  compared to the same period in 1999.  International  sales for the nine
months ended  September 30, 2000  increased 29% to $170 million  compared to the
same period in 1999. This performance  reflects robust  international demand for
HFC  products,  especially  in Latin  America  where third  quarter sales nearly
doubled year over year.

   Net  sales  to  cable  television  and  other  video   distribution   markets
("CATV/Video  Products") for the third quarter of 2000 increased $49 million, or
33%, to $198 million,  compared to the same period in 1999.  For the nine months
ended  September  30, 2000,  net sales of  CATV/Video  Products  increased  $119
million,  or 29%, to $529  million,  compared to the same period in 1999.  These
increases  reflect  accelerating  worldwide  demand  for  our  portfolio  of HFC
products,  including fiber optic cable. Sales of our fiber optic cable increased
more  than 50% year  over  year for the  third  quarter  and nine  months  ended
September  30, 2000,  despite the ongoing  tight supply of fiber.  Third quarter


                                       10
<PAGE>
domestic  CATV/Video sales grew approximately 36%, year over year, led by strong
growth in sales of broadband cable to Multiple  System  Operators  ("MSOs").  We
believe  that our unique  ability to offer both  coaxial  and fiber  optic cable
continues to be an important competitive advantage.

   Net sales for wireless and other  telecommunications  products ("Wireless and
Other Products") for the third quarter of 2000 increased $7 million,  or 24%, to
$38  million,  compared  to the same period in 1999.  For the nine months  ended
September 30, 2000, sales of Wireless and Other Products  increased $35 million,
or 53%, to $102  million,  compared  to the same  period in 1999.  We are in the
process of expanding our wireless  capabilities  and recently  began  production
testing of newly installed wireless equipment. While we expect our Cell Reach(R)
product  for  wireless  applications  to be a  substantial  contributor  to  our
long-term  growth,  we continue to experience  pricing  pressure and  aggressive
competition in the wireless market. We also expect ongoing competitive pressures
for our other  telecommunications  products,  which primarily  represent coaxial
cables  designed  for  switching  and  transmission  applications  for  enhanced
telecommunications services.

   Net sales for local area network and other data applications ("LAN Products")
for the third  quarter of 2000  decreased  $2  million,  or 9%, to $21  million,
compared to the same period in 1999.  For the nine months  ended  September  30,
2000,  sales of LAN  Products  increased  $10  million,  or 17%, to $71 million,
compared  to the  same  period  in 1999.  We are  implementing  a  comprehensive
performance  improvement  plan  for  our  LAN  Products  group,  which  includes
reorganizing  sales and operational  management and working with distributors to
reduce  inventories,  which we believe are too high.  We expect this  process to
have a  negative  impact on sales and orders of LAN  Products  during the fourth
quarter of 2000.

Gross Profit (Net Sales Less Cost of Sales)

   Gross profit for the third quarter ended September 30, 2000 was approximately
$66 million, compared to almost $55 million for the same period in 1999, however
gross profit margin for the third quarter of 2000  decreased to 25.8% from 27.0%
for the same period in 1999. For the nine months ended September 30, 2000, gross
profit  increased to $183 million,  compared to $141 million for the same period
in 1999,  while gross profit margin for the nine months ended September 30, 2000
decreased slightly to 26.1% compared to 26.3% for the same period in 1999. Price
increases  for HFC products and favorable  product mix had a positive  effect on
gross profit margin during 2000, but were more than offset by the combination of
lower prices for LAN  Products,  the rising cost of key  materials,  and reduced
manufacturing  efficiency resulting from capacity  expansions,  resulting in the
overall  decline in gross profit  margin,  year over year. In response to rising
costs, we implemented a 6% price increase for HFC products in  mid-September  of
2000. While this price increase did not materially impact third quarter results,
it is expected to provide  significant  sequential  improvement  in gross profit
margin in the fourth quarter of 2000.

   Due to the strong  demand for  broadband  cables,  we expect  supplies of key
materials,  such as bimetallic  center conductors and optical fiber, to be tight
for the remainder of 2000. A major focus for us continues to be the acceleration
of internal production of bimetallic center conductors for coaxial cables. While
we  have  made  progress  improving  output  in  this  project,  the  ramp up of
production  has  progressed  slower  than  anticipated.  As a  result,  we  have
allocated  additional  resources to this strategic vertical integration project.
In addition,  we have secured a supply arrangement with our current supplier for
a fixed amount of bimetallic  center  conductors  for calendar year 2001 and are
working toward a longer-term arrangement with them.


                                       11
<PAGE>
Selling, General and Administrative

   Selling,  general and  administrative  ("SG&A") expense for the third quarter
ended  September  30, 2000 was $20  million,  or 7.8% of sales,  compared to $17
million,  or 8.3% of sales,  for the same  period in 1999.  For the nine  months
ended  September  30,  2000,  SG&A  expense was $59  million,  or 8.3% of sales,
compared to $49  million,  or 9.1% of sales,  for the same period in 1999.  SG&A
expense as a percent of sales  decreased  slightly year over year mainly because
general and  administrative  expenses did not grow at the same rate as sales and
the associated selling expenses.

Research and Development

   Research and development  ("R&D") expense rose to $5 million, or 2% of sales,
for the third quarter ended September 30, 2000, compared to $2 million, or 1% of
sales,  for the same period in 1999.  For the nine months  ended  September  30,
2000, R&D expense rose to almost $14 million,  or 2% of sales,  compared to just
over $5 million,  or 1% of sales, for the same period in 1999. This increase was
due primarily to our vertical  integration projects for bimetal wire fabrication
and fine wire drawing.

Other Income (Expense), Net

   Other  income  (expense),  net for the nine months  ended  September 30 ,2000
includes  a  one-time  pretax  gain  of  $517  thousand  related  to  the  final
liquidation of a closed  Australian joint venture.  We anticipate no third party
claims and no  additional  gains or losses  related to this  joint  venture.  In
addition,  we expect this joint venture to be completely dissolved by the end of
2000 once the deregistration  period required by Australian legal authorities is
complete.

Net Interest Expense

   Net interest  expense was $2.6 million for the third quarter ended  September
30,  2000,  compared to $2.4  million for the same period in 1999.  For the nine
months ended September 30, 2000, net interest expense decreased to $7.1 million,
compared  to $7.5  million  for the same period in 1999.  Our  weighted  average
effective interest rate decreased from September 30, 1999 to September 30, 2000,
during a period of rising  market  interest  rates,  due mainly to the favorable
impact of the issuance of our 4% fixed rate  convertible  subordinated  notes in
December 1999. All outstanding  borrowings under our revolving credit agreement,
which  carries a variable  interest  rate,  were  repaid in  December  1999 with
proceeds from the issuance of our  convertible  notes.  However,  we borrowed an
additional $21 million, net of repayments,  under the revolving credit agreement
to  primarily  fund  capacity  expansion  projects and support  working  capital
requirements  during the first nine months of 2000.  The year over year increase
in net  interest  expense  during the third  quarter  was due  primarily  to the
increase in total borrowings  outstanding during the period. Also, the favorable
impact of the  convertible  notes was  somewhat  offset by the  increase  in the
variable interest rate on our revolving credit agreement from the same period in
1999.

Income Taxes

   Our  effective  tax rate was 38% for the third  quarter and nine months ended
September 30, 2000, compared to 38% for the quarter ended September 30, 1999 and
37% for the nine months ended September 30, 1999. We increased our effective tax
rate from 36% to 38% in the third quarter of 1999 to reflect an  adjustment  for
the strength in our  domestic  versus  international  sales,  which  diluted the
impact of our foreign sales corporation tax benefit during 1999 and 2000.


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<PAGE>
Liquidity and Capital Resources

   Cash provided by operating  activities was  approximately $33 million for the
nine  months  ended  September  30,  2000,  compared to $56 million for the same
period in 1999.  This  decrease in operating  cash flow was  primarily due to an
increase in non-cash components of working capital.

   Working  capital was $182  million at September  30,  2000,  compared to $147
million at December 31, 1999. The increase in inventories during the nine months
ended September 30, 2000, resulting from higher production levels, was more than
offset by an increase in accounts payable.  The increase in accounts  receivable
was due primarily to higher sales  volume,  but was also impacted by an increase
in our days sales outstanding.

   During the nine months ended  September  30, 2000, we invested $79 million in
property,  plant and equipment compared to $29 million during the same period in
1999.  We have  increased  capital  spending  during  2000 to  support  vertical
integration  projects,   capacity  expansion  and  equipment  upgrades  to  meet
increased current and anticipated  future business demands.  As of September 30,
2000,  we had committed  funds of  approximately  $11.6  million under  purchase
orders and contracts related to these projects.  We expect capital  expenditures
for equipment and facilities in 2000 to be approximately $100 to $110 million.

   During the  quarter  ended  September  30,  2000,  we made an  investment  of
approximately  $4  million  in  a  wireless  infrastructure  project  management
company.  We utilized an  additional  $17 million  during the nine months  ended
September  30,  1999 to acquire  Alcatel's  coaxial  cable  business in Seneffe,
Belgium.

   Our 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. We currently have $329 million of available borrowing capacity under
our revolving  credit  agreement,  which expires in December  2002. We had total
long-term debt of $218 million, or 38% of our book capital structure, defined as
long-term  debt and  total  stockholders'  equity,  as of  September  30,  2000,
compared to $198  million,  or 41% of our book capital  structure as of December
31, 1999. The increase in long-term debt during the nine months ended  September
30, 2000 was due to additional borrowing under our revolving credit agreement to
finance working capital needs and increased  capital  expenditures  necessary to
support vertical integration projects, expand capacity and upgrade equipment.

   Based upon analysis of our consolidated  financial  position and the expected
results of our operations in the future, we believe that we 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  and to support
principal  and  interest  payment  requirements  on  our  outstanding  long-term
indebtedness.  There can be no assurance, however, that future industry-specific
developments,  general  economic  trends or other  situations will not adversely
affect our operations or ability to meet cash requirements.

Market Risk

   As  disclosed in our Annual  Report on Form 10-K for the year ended  December
31, 1999,  our major market risk  exposure  relates to adverse  fluctuations  in
commodity  prices,  interest rates and foreign currency  exchange rates. We have
established  a risk  management  strategy  that  includes the use of  derivative


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<PAGE>
financial  instruments  primarily to reduce our exposure to these market  risks.
Our exposure associated with these market risks has not materially changed since
December  31,  1999.  During  the first  nine  months of 2000,  we  borrowed  an
additional $21 million, net of repayments, under our revolving credit agreement,
which bears  interest at a variable  rate.  However,  we do not believe that the
market risk associated with this debt is material to our financial  position and
results of  operations.  In addition,  we have not  acquired any new  derivative
financial  instruments  since that date or terminated any  derivative  financial
instruments that existed at that date.

Information Management System

   On  January  2,  2000,  we  began  the  implementation  of a  new  integrated
information management system. Our goal for this new computer-based system is to
help us improve  business  practices,  allow faster access to  information  and,
among other things,  ultimately enable us to service our customers better in the
future.

   However,  during January 2000 we experienced some delays in certain shipments
in connection  with the transition to this new  information  system.  During the
first quarter of 2000, we worked  diligently to resolve these transition  issues
and to increase shipping efforts to reduce the system-related  backlogs.  During
the first nine months of 2000, the transition also contributed to an increase in
accounts receivable (see "Liquidity and Capital  Resources").  We do not believe
that  these  transition  issues  will have a material  impact on our  results of
operations,  liquidity,  or financial  condition for the full year 2000. We have
made progress  incorporating our new information  system into our business model
and expect to reap its full  benefits over the longer term.  However,  we cannot
assure you that we will incur no future issues with this system.

Newly Issued Accounting Guidance

   The Securities and Exchange  Commission  ("SEC") has issued Staff  Accounting
Bulletin  No. 101 ("SAB  101"),  as amended on June 26,  2000,  titled  "Revenue
Recognition  in  Financial  Statements."  SAB 101  provides  SEC guidance on the
recognition, presentation and disclosure of revenue in accordance with generally
accepted accounting  principles in the financial  statements.  We must implement
any  applicable  provisions  of SAB 101 no later than the fourth  quarter of the
current fiscal year. We have  determined that  implementation  of the applicable
provisions  of  SAB  101  will  not  have a  material  effect  on our  financial
statements and current disclosures.

   In June 1998,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards ("SFAS") No. 133,  "Accounting for
Derivative  Instruments  and Hedging  Activities." In June 2000, the FASB issued
SFAS No. 138,  which amends  certain  provisions of SFAS No. 133 to clarify four
areas causing  difficulties in implementation.  The amendment included expanding
the normal  purchases and sales exemption for supply  contracts,  permitting the
offsetting of certain  intercompany  foreign  currency  derivatives,  permitting
hedge accounting for foreign currency  denominated  assets and liabilities,  and
redefining  interest  rate risk to reduce  sources of  ineffectiveness.  We have
begun identifying  derivative  instruments as defined in SFAS No. 133, reviewing
contracts for embedded derivatives,  and evaluating the need for recognition and
disclosure of any derivatives identified.  In addition, we have begun developing
policies  and  procedures  with  respect  to  overall  risk  management,   hedge
designation  and  effectiveness,  ongoing  review of  contracts  for  derivative
implications,  and various other SFAS No. 133 issues.  In conjunction  with this
process,  we are also  evaluating the impact of SFAS No. 133, as amended by SFAS
No. 138, on our consolidated results of operations, financial position, and cash


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<PAGE>
flows. We will adopt SFAS No. 133 and the amendments provided by SFAS No. 138 on
January 1, 2001.

Forward-Looking Statements

   Certain statements in this Form 10-Q that 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 and include but are not limited to those statements  relating
to sales and earnings  expectations,  expected demand,  cost and availability of
key raw  materials,  internal  production  capacity and  expansion,  competitive
pricing,  relative market position and outlook. While we believe such statements
are  reasonable,  the actual  results and effects could differ  materially  from
those currently  anticipated.  These forward-looking  statements are identified,
including,  without  limitation,  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 our control, including, without limitation, cost and availability of key
raw  materials  (including  without  limitation  bimetallic  center  conductors,
optical fibers, fine aluminum wire and fluorinated-ethylene-propylene  which are
available  only from limited  sources),  successful  implementation  of internal
bimetal  production  and other  vertical  integration  activities,  pricing  and
acceptance of our products,  successful  expansion and related  operation of our
facilities,  margin  improvement,  effective  implementation  of our  integrated
information management system, developments in technology, industry competition,
achievement of sales,  growth,  and earnings goals,  ability of our customers to
secure adequate financing,  regulatory changes affecting our business, worldwide
economic conditions, foreign currency fluctuations,  technological obsolescence,
the  ability  to  achieve  reductions  in costs  and to  continue  to  integrate
acquisitions,  international  economic  and  political  uncertainties  and other
factors   discussed.   Actual   results  may  also  differ  due  to  changes  in
telecommunications  industry capital spending, which is affected by a variety of
factors,   including,   without   limitation,   general   economic   conditions,
acquisitions of telecommunication companies by others,  consolidation within the
telecommunications  industry,  the  financial  condition  of  telecommunications
companies and their access to financing,  competition  among  telecommunications
companies,  technological  developments,  and new  legislation and regulation of
telecommunications  companies.  These and other factors are discussed in greater
detail in Exhibit 99 to this Form 10-Q. The  information  contained in this Form
10-Q  represents  our  best  judgment  at the  date  of  this  report  based  on
information  currently  available.  However,  we do not  intend to  update  this
information to reflect  developments  or information  obtained after the date of
this report and disclaim any legal obligation to do so.


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<PAGE>
                           PART II - OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a) Exhibits

               EXHIBIT NO.

               27.   Financial Data Schedule
               99.   Forward-Looking Information

        (b) Reports on Form 8-K filed during  the three  months ended  September
            30, 2000:

               On July 20, 2000 we filed a current report on Form 8-K announcing
               our financial results for the second quarter ended June 30, 2000.

               On  August  14,  2000  we  filed a  current  report  on Form  8-K
               commenting on our  financial  outlook for the third quarter ended
               September 30, 2000.


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<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.

November 13, 2000                   /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


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