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, 1997

                                       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 organization)    Identification No.)     
                                          
                                           

           1375 Lenoir Rhyne Boulevard, Hickory, North Carolina 28601
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (704) 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 November 6, 1997 there were 49,108,874 shares of Common Stock outstanding.



<PAGE>




                                 CommScope, Inc.
                                    Form 10-Q
                               September 30, 1997
                                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 Statements of Stockholders' Equity        6
            Notes to Condensed Consolidated Financial Statements        7 - 13

 Item 2.  Management's Discussion and Analysis of Results of
              Operations and Financial Position                        14 - 18

Part II - Other Information

 Item 5.  Other Information                                                 19
 Item 6.  Exhibits and Repoorts on Form 8-K                                 19

 Signatures                                                                 20


















                                        2
<PAGE>


                                  CommScope, Inc.
                      Condensed Consolidated Statements of Income
                             (Unaudited--in Thousands)




<TABLE>

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

                                                      1997            1996           1997            1996
                                                  --------------  -------------  --------------  -------------

Net Sales                                             $ 147,269      $ 148,580       $ 454,434      $ 421,507
                                                  --------------  -------------  --------------  -------------

Operating Costs and Expenses:
   Cost of sales                                        115,328        108,328         343,882        310,207
   Selling, general and administrative                   12,732         10,848          37,412         31,284
   Research and development                               1,642          1,272           4,470          3,901
   Amortization of excess of cost over fair value
     of net assets acquired                               1,306          1,323           3,918          3,840
                                                  --------------  -------------  --------------  -------------
       Total operating costs & expenses                 131,008        121,771         389,682        349,232
                                                  --------------  -------------  --------------  -------------

Operating Income                                         16,261         26,809          64,752         72,275
Other income (expense), net                                (433)           507              52          1,122
Interest expense, net                                    (3,849)        (2,422)         (9,115)        (7,398)
                                                  --------------  -------------  --------------  -------------

Income before Income Taxes                               11,979         24,894          55,689         65,999
Provision for income taxes                               (4,555)        (9,455)        (21,160)       (25,068)
                                                  --------------  -------------  --------------  -------------

Net Income                                              $ 7,424       $ 15,439        $ 34,529       $ 40,931
                                                  ==============  =============  ==============  =============


Earnings per share (A)                                      n/a            n/a             n/a            n/a

</TABLE>

(A)  As  described  more  fully in Note 1,  CommScope's  earnings  were  part of
     General  Instrument's  results  of  operations  for  part  of  all  periods
     presented.  Accordingly,  no historical  earnings per share  information is
     presented.



                   See notes to condensed consolidated financial statements.













                                        3

<PAGE>



                                     CommScope, Inc.
                           Condensed Consolidated Balance Sheets
                           (In Thousands, Except Share Amounts)

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


                                                                              (Unaudited)
                                                                             September 30,      December 31,
                                                                                 1997               1996
                                                                            ---------------    ---------------

                                               Assets

Cash                                                                         $       4,670       $         --
Accounts receivable, less allowance for doubtful accounts of
   $4,141 and $3,761, respectively                                                 100,654            101,817
Inventories (Note 2)                                                                51,583             41,136
Prepaid expenses and other current assets                                            1,767              1,287
Deferred income taxes                                                               13,704             13,742
                                                                            ---------------    ---------------
       Total current assets                                                        172,378            157,982

Property, plant and equipment, net                                                 132,425            117,022
Intangibles, less accumulated amortization of
   $25,883 and $23,809, respectively                                                22,882             24,956
Excess of cost over fair value of net assets acquired, less accumulated
   amortization of $36,958 and $33,040, respectively                               171,650            175,568
Investments and other assets                                                         4,792              4,357
                                                                            ---------------    ---------------

       Total Assets                                                              $ 504,127          $ 479,885
                                                                            ===============    ===============

                                Liabilities and Stockholders' Equity

Accounts payable                                                                 $  25,262          $  18,953
Income taxes payable                                                                 6,371              2,148
Other accrued liabilities                                                           29,347             29,661
                                                                            ---------------    ---------------
       Total current liabilities                                                    60,980             50,762

Long-term debt (Note 4)                                                            270,800             10,800
Deferred income taxes                                                               14,902             15,198
Other non-current liabilities                                                       10,406              9,565
                                                                            ---------------    ---------------
       Total Liabilities                                                           357,088             86,325

Commitments and contingencies

Stockholders' Equity
   Divisional retained earnings (Note 1)                                                --            393,560
   Common Stock, $.01 par value; Authorized shares:  300,000,000;
       Issued and outstanding shares:  49,108,874 at September 30, 1997                491                 --
   Additional paid-in capital                                                      140,870                 --
   Retained earnings                                                                 5,678                 --
                                                                            ---------------    ---------------
       Total Stockholders' Equity                                                  147,039            393,560
                                                                            ---------------    ---------------

       Total Liabilities and Stockholder's Equity                               $  504,127         $  479,885
                                                                            ===============    ===============

                         See  notes to  condensed  consolidated  financial statements.

</TABLE>


                                        4
<PAGE>


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

<TABLE>
<S>                                                                                <C>                   <C>  
                                                                                              Nine Months Ended
                                                                                                 September 30,
                                                                                   ----------------------------------------
                                                                                         1997                  1996
                                                                                   ------------------    ------------------

Operating Activities:
Net income                                                                                $   34,529            $   40,931
Adjustments to reconcile net income to net cash provided by operating activities:
    Depreciation and amortization                                                             15,527                13,932
    Changes in assets and liabilities:
        Accounts receivable                                                                    1,163               (23,570)
        Inventories                                                                          (10,447)               (1,184)
        Prepaid expenses and other current assets                                               (480)                 (380)
        Deferred income taxes                                                                   (258)               (3,334)
        Accounts payable, income taxes payable and other accrued liabilities                  10,218                 8,430
        Other non-current liabilities                                                            841                 2,000
    Other                                                                                        141                  (810)
                                                                                   ------------------    ------------------
Net cash provided by operating activities                                                     51,234                36,015

Investing Activities:
    Additions to property, plant and equipment                                               (24,809)              (15,292)
    Acquisition of Teledyne Thermatics assets, net                                                --               (17,849)
    Other                                                                                         --                    65
                                                                                   ------------------    ------------------
Net cash used in investing activities                                                        (24,809)              (33,076)

Financing Activities:
    Dividend paid to sole stockholder                                                       (265,212)                   --
    Net borrowings under revolving credit facility                                           260,000                    --
    Financing fees paid                                                                         (705)                   --
    Transfers to sole stockholder                                                            (15,838)               (2,939)
                                                                                   ------------------    ------------------
Net cash used in financing activities                                                        (21,755)               (2,939)

Change in cash and cash equivalents                                                            4,670                    --
Cash and cash equivalents, beginning of period                                                    --                    --
                                                                                   ------------------    ------------------
Cash and cash equivalents, end of period                                                   $   4,670            $       --
                                                                                   ==================    ==================

</TABLE>



                              See notes to consolidated financial statements.













                                        5


<PAGE>



                               CommScope, Inc.
             Condensed Consolidated Statement of Stockholders' Equity
                  (Unaudited - in Thousands, Except Share Amounts)
                        Nine Months Ended September 30, 1997


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



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

Balance December 31, 1996                                     --      $   --    $      --      $  393,560   $    --   $ 393,560

Transfers to sole stockholder                                                                     (15,838)              (15,838)
Dividend paid to sole stockholder                                                                (265,212)             (265,212)
Net income from January 1, 1997 to July 27, 1997                                                   28,851                28,851
Issuance of 49,104,874 shares                         49,104,874         491      140,870        (141,361)                   --
Issuance of 4,000 shares                                   4,000                                                             --
Net income from July 28, 1997 to September 30, 1997                                                           5,678       5,678
                                                     ---------------------------------------------------------------------------

Balance September 30, 1997                            49,108,874      $  491    $ 140,870      $       --   $ 5,678   $ 147,039
                                                     ===========================================================================


CommScope, Inc. has 20 million authorized shares of preferred stock at $0.01 par 
value.  No preferred stock is currently issued or outstanding.

</TABLE>


                    See notes to  condensed consolidated financial statements.






























                                        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,  formerly a wholly-owned  subsidiary of General Instrument Corporation
("General  Instrument"),  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,  aerospace  and  industrial  applications.  CommScope  is  the  largest
manufacturer and supplier of coaxial cable for cable television  applications in
the United  States and is a leading  supplier  of  coaxial  cable for  satellite
television applications.  CommScope is also a major supplier of coaxial cable to
international communications markets, primarily the cable television market.

General  Instrument (i) transferred  all the assets and liabilities  relating to
the manufacture and sale of broadband  communications products used in the cable
television,  satellite,  and  telecommunications  industries to its wholly-owned
subsidiary NextLevel Systems,  Inc. ("NextLevel Systems") and all the assets and
liabilities  relating to the  manufacture  and sale of coaxial,  fiber optic and
other  electronic  cable  used in the  cable  television,  satellite  and  other
industries  to  CommScope,  Inc.  (then a  wholly-owned  subsidiary  of  General
Instrument) and (ii) distributed all of the outstanding  shares of capital stock
of each of NextLevel  Systems and  CommScope to its  stockholders  on a pro rata
basis as a dividend in a transaction  that was consummated on July 28, 1997 (the
"Distribution  Date").  Approximately  147.3 million shares of NextLevel Systems
Common Stock,  based on an exchange  ratio of one for one, were  distributed  to
General  Instrument's  stockholders  of record on July 25, 1997 (the  "NextLevel
Distribution").  On the Distribution Date,  approximately 49.1 million shares of
CommScope  Common  Stock,  based on an  exchange  ratio of one for  three,  were
distributed  to  NextLevel  Systems'  stockholders  of  record on that date (the
"CommScope   Distribution"   and  together  with  the  NextLevel   Distribution,
collectively the  "Distribution").  On the Distribution Date,  NextLevel Systems
and CommScope  began  operating as  independent  entities  with publicly  traded
common  stock.  General  Instrument  retained  no  ownership  interest in either
NextLevel   Systems  or   CommScope.   Additionally,   following  the  NextLevel
Distribution,   General  Instrument  was  renamed  General  Semiconductor,  Inc.
("General Semiconductor") and effected a one for four reverse stock split.

For  the  purpose  of  governing  certain  of the  ongoing  relationships  among
NextLevel Systems,  CommScope and General  Semiconductor  after the Distribution
and  to  provide  mechanisms  for  an  orderly  transition,  NextLevel  Systems,
CommScope and General  Semiconductor  have entered into various agreements which
the  companies  believe are fair to each of the parties  and are  comparable  to
those  which  would  have  been  reached  in  arm's  length   negotiations  with
unaffiliated parties.

BASIS OF PRESENTATION

The accompanying interim condensed consolidated financial statements reflect the
results of operations, financial position, and cash flows of CommScope that were
transferred  from  General  Instrument  to the  Company in  connection  with the
Distribution. The condensed consolidated balance sheet as of September 30, 1997,
the  condensed  consolidated  statements  of income for the three months and the
nine months  ended  September  30,  1997 and 1996,  the  condensed  consolidated
statements of cash flows for the nine months ended  September 30, 1997 and 1996,
and the condensed  consolidated  statement of stockholders'  equity for the nine
months ended  September 30, 1997 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 and nine months
ended  September 30, 1997 and 1996.  The results of  operations  for the interim
period  are not  necessarily  indicative  of the  results  of  operations  to be
expected for the full year.

                                        7
<PAGE>




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

1.  BACKGROUND AND BASIS OF PRESENTATION (Continued)

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 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 periods presented.

Prior to the Distribution,  CommScope  participated in General Instrument's cash
management  program,  and  the  accompanying  financial  statements  include  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 nine  months  ended  September  30,  1997  and 1996 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
subsidiary of General Instrument.

Divisional   retained  earnings,   as  presented  in  the  unaudited   condensed
consolidated balance sheets and the unaudited condensed  consolidated  statement
of shareholders'  equity,  reflect the consolidated results of operations of the
Company and  transfers  of capital to / from General  Instrument  by the Company
prior to the  Distribution,  as this  activity was included in the  consolidated
results of operations and financial  position of General  Instrument.  After the
dividend payment made to General  Instrument in accordance with the terms of the
Distribution, the remaining divisional retained earnings were contributed to the
Company by General  Instrument  and are reflected as common stock and additional
paid-in  capital.  Net  income of the  Company  after the  Distribution  Date is
reflected as a component of retained earnings.

CommScope's earnings were part of General Instrument's results of operations for
all periods presented prior to the Distribution  Date,  including 27 days in the
quarter ended  September 30, 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 has
been presented for all periods included in the condensed  consolidated financial
statements.
Alternatively,  pro forma  earnings  per share data is presented as described in
Note 3.


                                        8
<PAGE>



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


1.  BACKGROUND AND BASIS OF PRESENTATION (Continued)

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, 1996 audited consolidated  financial statements and notes
thereto included in the Company's Prospectus dated June 13, 1997.


2.  SUPPLEMENTAL BALANCE SHEET INFORMATION

         Inventories consist of:


                                       September 30,     December 31, 
                                            1997            1996
                                      --------------     ------------

             Raw materials              $   17,294         $   23,206
                 
             Work in process                11,696              4,978
                
             Finished goods                 22,593             12,952
                                      --------------     ------------
                                        $   51,583         $   41,136
                                      ==============     ============


3.  PRO FORMA FINANCIAL INFORMATION AND EARNINGS PER SHARE

The  accompanying  unaudited  pro forma  financial  information  was prepared to
present  the   consolidated   statements  of  income  of  CommScope  as  if  the
Distribution had occurred on January 1, 1996. 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 49.2 million common and
common equivalent  shares  outstanding at the Distribution Date were outstanding
since January 1, 1996.  Additionally,  the weighted average number of common and
common  equivalent  shares  outstanding  for the  three  and nine  months  ended
September 30, 1997 has been  presented  after giving effect to changes in common
shares outstanding and in the dilutive effect of stock options subsequent to the
Distribution Date.

                                        9
<PAGE>




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



3.  PRO FORMA FINANCIAL INFORMATION AND EARNINGS PER SHARE (Continued)

Giving effect to the  Distribution  as of January 1, 1996, pro forma results for
the Company would have been as follows:
<TABLE>

                                                      Pro Forma (A)               Pro Forma (A)
                                                   Three Months Ended           Nine Months Ended                             
                                                      September 30,               September 30,
<S>                                          <C>            <C>            <C>            <C> 
                                                 1997           1996           1997           1996
                                             -------------  -------------  -------------  -------------

Net Income                                      $   7,014     $   14,089     $   31,675     $   36,962
                                             =============  =============  =============  =============

Weighted   average   number  of  common  and
common equivalent shares outstanding               49,403         49,200         49,268         49,200
                                             =============  =============  =============  =============

Primary earnings per share (B)                  $    0.14     $     0.29     $     0.64     $     0.75
                                             =============  =============  =============  =============
</TABLE>


(A)  Assumes a net debt level of $275  million at the  beginning  of each period
presented,  interest expense of $4.5 million and $13.7 million for the three and
nine months ended  September 30, 1997, and interest  expense of $4.6 million and
$13.8 million for the three and nine months ended September 30, 1996.

(B) Pro forma fully diluted earnings per share is not presented  because it does
not differ from pro forma primary earnings per share.

In February 1997,  Statement of Financial Accounting Standards ("SFAS") No. 128,
"Earnings  Per  Share",  was issued to  simplify  the  standards  for  computing
earnings per share  ("EPS") and to make them  comparable  to  international  EPS
standards.  SFAS No. 128 is effective for periods ending after December 15, 1997
and can not be adopted  at an  earlier  date.  SFAS No.  128 will  require  dual
presentation of basic and diluted EPS on the face of the statement of income and
a reconciliation  of the components of the basic and diluted EPS calculations in
the notes to the  financial  statements.  Basic  EPS  excludes  dilution  and is
computed by dividing net income by the weighted  average number of common shares
outstanding for the period. Diluted EPS is similar to fully diluted EPS pursuant
to Accounting  Principles  Board ("APB")  Opinion No. 15. The Company will adopt
SFAS No. 128 in the quarter  and year  ending  December  31,  1997.  Had the new
standard been applied in the quarter ending  September 30, 1997, pro forma basic
and diluted EPS would have been the same as pro forma  primary and fully diluted
EPS under APB Opinion No. 15.


                                       10
<PAGE>



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

4.  LONG-TERM DEBT

Long-term debt consisted of the following:

                                              September 30,      December 31,
                                                   1997             1996
                                              -------------      ------------

Credit Agreement (as defined below)              $  260,000        $       --
Alabama State Industrial Development 
  Authority Notes                                    10,800            10,800
                                              -------------      ------------
                                                    270,800            10,800
Less current portion                                     --                --
                                              -------------      ------------   
                                                 $  270,800        $   10,800
                                              =============      ============


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  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.

The Credit  Agreement  provides a total of $350 million in  available  revolving
credit  commitments  through (i) loans  available at various  interest rates and
interest maturity periods (collectively,  the "Revolving Credit Loans") and (ii)
the issuance of standby or commercial letters of credit ("Letters of Credit") of
up to $50 million.  All amounts  borrowed under the Credit  Agreement are due on
December 31, 2002.

At the Company's option, advances under the Revolving Credit Loans are available
by  choosing  from one of the  following  types of loans,  which  are  primarily
differentiated  by the interest rates available:  (i) an ABR Loan (as defined in
the Credit  Agreement),  with interest based on the highest of the prime rate of
The Chase Manhattan Bank, the Base CD Rate (as defined in the Credit  Agreement)
plus  1%,  or the  Federal  Funds  Effective  Rate  (as  defined  in the  Credit
Agreement)  plus  0.5%;  (ii) a  Eurodollar  Loan  (as  defined  in  the  Credit
Agreement),  with interest  based on the  Eurodollar  Rate (LIBOR) plus a margin
which  will vary  based on the  Company's  performance  with  respect to certain
calculated  financial  ratios  as  defined  in the  Credit  Agreement;  (iii) an
Absolute  Rate Bid Loan (as  defined in the  Credit  Agreement),  with  interest
determined through  competitive bid procedures among qualified lenders under the
Credit  Agreement;  and  (iv) a  Swing  Line  Loan  (as  defined  in the  Credit
Agreement) for up to an aggregate amount of $30 million,  with interest based on
a money market rate, the ABR Loan rate, or a combination thereof.

Interest on the Revolving Credit Loans generally is payable quarterly in arrears
or,  for a  Eurodollar  Loan,  at the end of an  interest  period  date which is
specified  at the time funds are  advanced to the  Company,  not to exceed three
months.  A facility fee based on the total commitment under the Credit Agreement
and a fee for outstanding letters of credit is payable quarterly.

The  Credit  Agreement  contains  certain  financial  and  operating  covenants,
including  restrictions  on  incurring  indebtedness  and liens,  entering  into
transactions  to  acquire  or  merge  with  any  entity,  making  certain  other
fundamental  changes,  selling assets,  paying  dividends,  and  requirements to
maintain certain minimum levels of consolidated  net worth,  leverage ratio, and
interest coverage ratios.  The Company was in compliance with these covenants at
September 30, 1997.

At September 30, 1997 interest rates on outstanding  borrowings under the Credit
Agreement and the Alabama State  Industrial  Development  Authority Notes ranged
from 5.69% to 6.23%.

                                       11
<PAGE>



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

5. DERIVATIVE FINANCIAL INSTRUMENTS

Prior to the  Distribution,  CommScope was  considered  in General  Instrument's
overall risk management strategy.  As part of this strategy,  General Instrument
used certain financial  instruments  primarily to reduce its exposure to adverse
movements in foreign exchange rates and interest rates.  General  Instrument did
not utilize derivative  financial  instruments for trading purposes.  As part of
implementing its strategy,  General Instrument allocated to CommScope the income
and expense associated with certain interest rate cap or swap agreements as part
of the total allocation of net interest costs to the Company.  The net effect of
interest rate instruments on the Company's results of operations for all periods
presented prior to the Distribution was not material.

CommScope has established a risk  management  strategy which includes the use of
derivative financial instruments for purposes other than trading, principally to
reduce  exposures  to  market  risks  resulting  from  adverse  fluctuations  in
commodity  prices,  interest rates, and foreign exchange rates. At September 30,
1997, the Company  evaluated its  foreign-exchange  and commodity  exposures and
concluded that it was not  beneficial to use financial  instruments to hedge its
current positions with respect to those exposures.

Effective  October  30,  1997 the Company  entered  into an  interest  rate swap
agreement  to  effectively  convert  an  aggregate  amount  of  $50  million  of
outstanding  variable-rate borrowings to a fixed-rate basis. The contract has an
eighteen  month term and matures on April 30,  1999,  unless  terminated  at the
option of the  counterparty to the swap agreement on October 30, 1998. Under the
agreement,  interest  settlement  payments will be made quarterly based upon the
spread  between the 3 month LIBOR,  as adjusted  quarterly,  and a fixed rate of
5.79%.  Net  payments  or receipts  resulting  from the swap  agreement  will be
recorded as adjustments to interest expense.

6.  JOINT VENTURE OPERATIONS

In August 1997, Vision Cables Pty. Ltd. ("Vision Cables"), an Australian company
in  which  CommScope  owns  a 49%  minority  interest,  suspended  manufacturing
operations at its facility near Melbourne,  Australia. The joint venture company
was  established  in 1995  with  Pacific  Dunlop  Ltd.  of  Australia  ("Pacific
Dunlop"),  the 51% owner.  Vision Cables has been supplying the Australian cable
television market with both CommScope  manufactured coaxial cables imported from
the United States and coaxial cables produced by Vision Cables in Australia.

CommScope  and  Pacific  Dunlop  are  together  evaluating  options  for  future
manufacturing  operations  at  the  Melbourne  facility.  If  the  manufacturing
operations  are  permanently  discontinued,  CommScope  may need to  record  its
minority  interest  share of the one-time  charges  related to the closing of $1
million  to $3  million  after tax  ($0.02  to $0.06 per  share) as early as the
fourth quarter of 1997.

The  Company's  share of the net income or loss of the joint venture is included
in the consolidated  statements of income using the equity method of accounting.
Since 1995,  CommScope has recorded  pre-tax income of  approximately $1 million
from  its  minority   interest   investment   in  the  joint  venture  and  sold
approximately  $55 million of  CommScope  exported  products  to the  Australian
market through the Vision Cables distribution arrangement.


                                       12
<PAGE>



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

7.  NEWLY ISSUED ACCOUNTING STANDARDS

In June 1997, 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,  and will be
adopted  by the  Company  in the year  ending  December  31,  1998.  Had the new
standard  been applied in the quarter ended  September  30, 1997,  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,  and will be adopted by the Company in the
year ending 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.


                                       13
<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 results of  operations  and  financial
position  for the  year  ended  December  31,  1996  included  in the  Company's
Prospectus dated June 13, 1997.  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, 1996.

HIGHLIGHTS

CommScope's earnings were part of General Instrument's results of operations for
all periods presented prior to the Distribution  Date,  including 27 days in the
quarter ended  September 30, 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 has
been presented for all periods included in the condensed  consolidated financial
statements.

CommScope  reported net income of $7 million for the quarter ended September 30,
1997, a decrease of $8 million  (52%) from the third  quarter of 1996 net income
of $15  million.  For the nine  months  ended  September  30,  1997,  net income
decreased  16% to $35  million,  compared  to $41 million for the same period in
1996.

CommScope  reported  pro forma net  income of $7  million  ($0.14  per pro forma
share) for the quarter ended  September 30, 1997, a decrease of $7 million (50%)
from the third quarter of 1996 pro forma net income of $14 million. For the nine
months ended  September 30, 1997 pro forma net income was $32 million ($0.64 per
pro forma  share),  compared to $37 million  ($0.75 per pro forma share) for the
same period in 1996,  a decrease of 14%.  Pro forma net income and  earnings per
share  reflect  the impact of  CommScope's  new  capital  structure  immediately
following the Distribution (see Liquidity and Capital Resources below), assuming
that  all  common  stock  issued  and  long  term  debt  borrowings  as  of  the
Distribution Date were outstanding since January 1, 1996.


              COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE AND
         NINE MONTH PERIODS ENDED SEPTEMBER 30, 1997 WITH THE THREE AND
                   NINE MONTH PERIODS ENDED SEPTEMBER 30, 1996

NET SALES

Net sales  for the third  quarter  and nine  months  ended  September  30,  1997
decreased $1 million (1%) to $147 million and increased $33 million (8%) to $454
million,  respectively,  from the comparable prior year periods. The decrease in
third  quarter  net  sales  is due  primarily  to lower  international  sales to
Australia.  International  sales to Australia  were $1 million  during the third
quarter  of 1997 and $10  million  during the third  quarter of 1996.  Excluding
sales to Australia,  international  sales  increased 4% for the third quarter of
1997 as  compared  to the  third  quarter  of 1996.  For the nine  months  ended
September  30, the  increase in net sales in 1997 as  compared to 1996  reflects
higher sales in cable television and other video distribution markets and strong
growth in the local area network  ("LAN")  product  line.  International  sales,
including the effects of reduced  sales to Australia,  increased 9% for the nine
months  ended  September  30,  1997 as  compared  to the  same  period  in 1996.
International  sales for the nine months ended  September 30 represented  35% of
the Company's net sales in 1997 compared to 34% in 1996.

                                       14
<PAGE>



Net  sales to cable  television  and other  video  distribution  markets  ("CATV
Products")  for the third  quarter of 1997  decreased  $3  million  (3%) to $122
million from the third  quarter of 1996 and for the nine months ended  September
30, 1997  increased  $14 million (4%) over the  comparable  prior year period to
$379 million.  Excluding the effects of the  decreased  sales to Australia,  net
sales of CATV Products for the third quarter and nine months ended September 30,
1997  increased  $5 million  (5%) and $23  million  (7%).  These  increases  are
primarily due to higher sales volume of both  semi-flexible  coaxial cables used
in the trunk and feeder  distribution  portion of cable  television  systems and
flexible  coaxial (drop) cable primarily used for connecting the feeder cable to
the cable  television  subscriber's  residence.  These sales have been driven by
increased  deployment  of hybrid fiber  coaxial  ("HFC")  networks for new cable
television  systems in  international  markets and  continued  domestic  growth,
offset  in part by a slow  down in such  spending  by a major  cable  television
operator in the United States.

Net sales for LAN and  other  data  applications  for the  third  quarter  ended
September  30, 1997 were the same as in the prior year ($18 million) and for the
nine months ended  September 30, 1997  increased $8 million (17%) to $54 million
over the comparable prior year period. The increase in sales for the comparative
nine month periods reflect higher sales volume for premise wiring of LANs.

Decreases in the average  selling  prices of both CATV products and LAN products
during the third quarter and nine months ended September 30, 1997 have partially
offset volume increases in sales for both products.

Sales of other  cable  products  for the third  quarter  and nine  months  ended
September 30, 1997 were $7 million and $21 million, respectively, compared to $5
million and $10  million,  respectively,  for the third  quarter and nine months
ended   September  30,  1996.  This  increase  is  primarily  due  to  sales  of
high-temperature  aerospace and industrial cable products from the Company's Elm
City,  North  Carolina  facility,  which was acquired  along with certain  other
assets of the  Thermatics  Division  of Teledyne  Industries,  Inc. in May 1996.
Sales of high-temperature  aerospace and industrial cable products for the three
and nine  months  ended  September  30,  1997 were $4 million  and $12  million,
respectively,  compared  with sales for the third  quarter and four months ended
September 30, 1996  (subsequent to the  acquisition of the Elm City facility) of
$3 million and $4 million, respectively.
 .

GROSS PROFIT (NET SALES LESS COST OF SALES)

Gross profit for the third quarter and nine months ended  September 30, 1997 was
$32 million  and $111  million,  respectively,  compared to $40 million and $111
million for the comparable  prior year periods,  a decrease of 20% for the third
quarter with no comparative  change for the nine months ended  September 30. The
lower gross  profit is the result of several  factors,  including  the impact of
significantly  reduced  sales  to  Australia,  lower  selling  prices  due  to a
competitive pricing environment, higher raw material costs, manufacturing issues
related  to  the  production  of  unshielded  twisted  pair  LAN  products,  and
manufacturing  costs  related to new product  development.  As a  percentage  of
sales,  gross margin  declined  from 27% in the third quarter of 1996 to 22% for
the third quarter of 1997. For the nine months ended September 30, 1997 and 1996
gross margin as a percentage of sales was 24% and 26%, respectively.  Due to the
competitive  pricing  environment  and higher raw  material  costs,  the Company
expects gross margin percentages to remain below 23% for the remainder of fiscal
1997.

SELLING, GENERAL AND ADMINISTRATIVE

SG&A  expense for the third  quarter and nine months  ended  September  30, 1997
increased $2 million  (17%) to $13 million and $6 million  (20%) to $37 million,
respectively,  over the comparable prior year periods. As a percentage of sales,
SG&A expense for the third quarters ended September 30, 1997 and 1996 was 9% and
7%,  respectively,  and for the nine month periods ended  September 30, 1997 and
1996 was 8% and 7%,  respectively.  The increase in SG&A expense was principally
attributable  to increased  sales and marketing  expenditures to support product
expansion and growth opportunities in international cable and network markets.

                                       15
<PAGE>



RESEARCH AND DEVELOPMENT

Research  and  development  expense  as a  percentage  of  sales  was 1% and was
unchanged  for the third  quarter and nine months  ended  September  30, 1997 as
compared  with the  corresponding  periods  in 1996.  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.

INTEREST EXPENSE, NET

Net interest expense up to the Distribution Date represents an allocation of net
interest  expense  from  General  Instrument  and was  allocated  based upon the
Company's  net  assets  as a  percentage  of the total  net  assets  of  General
Instrument. Subsequent to the Distribution Date, net interest expense represents
the actual interest expense on outstanding borrowings under the Company's credit
facilities  offset by interest  income  earned  primarily  on money  market cash
deposits.  Net  interest  expense  was $4 million  and $9 million  for the third
quarter and nine months ended September 30, 1997,  respectively,  an increase of
$2 million (59%) and $2 million (23%) from each of the corresponding  periods of
1996.

Pro forma net interest expense  reflects the historical  interest expense of the
Company 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% for
each period plus the amortization of debt issuance costs associated with the new
borrowings  (see  Liquidity and Capital  Resources  below).  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.

INCOME TAXES

The provision  for income taxes has been  determined as if the Company had filed
separate tax returns under its previously  existing  structure as a wholly owned
subsidiary of General Instrument for the periods presented.  Accordingly, future
tax rates could vary from the  historical  effective tax rates  depending on the
Company's future tax elections.

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operations was $51 million for the nine months ended  September
30,  1997  compared  to $36 million for the  comparable  prior year  period,  an
increase of $15  million or 42%.  This  increase  primarily  results  from lower
working  capital  increases  during the nine months ended  September 30, 1997 as
compared to the nine months ended  September 30, 1996,  partially  offset by the
decrease in net income for the nine  months  ended  September  30, 1997 from the
comparable nine month period in 1996.

Working  capital was $111 million at September 30, 1997 compared to $107 million
at December 31, 1996, an increase of $4 million,  or 4%. The increase in working
capital is primarily due to increased  inventory to support  business growth and
for the introduction of new products,  partially offset by the related increases
in accounts payable. Working capital levels were also affected by an increase in
cash,  due to the  implementation  of a separate cash  management  program as an
independently  operated  company,  offset by an increase in income taxes payable
due to the timing of certain federal and state income tax deposits. Prior to the
Distribution,  federal  income taxes and certain state income taxes were settled
with General Instrument through divisional  retained earnings.  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 nine months  ended  September  30,  1997,  the Company  invested  $24
million in equipment and  facilities  compared to $15 million for the comparable
period in 1996.  This level of capital  spending  was  attributable  to capacity
expansion  across the business units of the Company and vertical  integration to
meet increased current and anticipated future business demands.  During the nine
months ended  September  30, 1996,  the Company  utilized $18 million to acquire
certain assets of the Thermatics Division of Teledyne Industries, Inc.

                                       16
<PAGE>

Management of the Company assesses its liquidity in terms of its overall ability
to obtain  cash to support its  ongoing  business  levels and to fund its growth
objectives.  Prior to the  Distribution  Date, the Company  participated  in the
General Instrument cash management  program. To the extent the Company generated
positive cash, such amounts were remitted to General  Instrument.  To the extent
the Company  experienced  temporary cash needs for working  capital  purposes or
capital   expenditures,   such  funds  historically  were  provided  by  General
Instrument.  The  net  effect  of  these  transactions  has  been  reflected  in
divisional retained earnings. Effective as of the Distribution Date, the Company
has  independently  established  a cash  management  program to  support  future
business levels and growth objectives.

The Company's  principal sources of liquidity both on a short-term and long-term
basis have been cash flows  provided by operations and funds provided by General
Instrument prior to the Distribution.  Net cash transfers to General  Instrument
were $16 million for the nine months  ended  September  30, 1997  compared to $3
million for the nine months ended September 30, 1996.  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 or general
economic  trends  will not  adversely  affect the  Company's  operations  or its
ability to meet its cash requirements.

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  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.

The Credit  Agreement  provides a total of $350 million in  available  revolving
credit  commitments  through (i) loans  available at various  interest rates and
interest maturity periods (collectively,  the "Revolving Credit Loans") and (ii)
the issuance of standby or commercial letters of credit ("Letters of Credit") of
up to $50 million.  All amounts  borrowed under the Credit  Agreement are due on
December 31, 2002.

At the Company's option, advances under the Revolving Credit Loans are available
by  choosing  from one of the  following  types of loans,  which  are  primarily
differentiated  by the interest rates available:  (i) an ABR Loan (as defined in
the Credit  Agreement),  with interest based on the highest of the prime rate of
The Chase Manhattan Bank, the Base CD Rate (as defined in the Credit  Agreement)
plus  1%,  or the  Federal  Funds  Effective  Rate  (as  defined  in the  Credit
Agreement)  plus  0.5%;  (ii) a  Eurodollar  Loan  (as  defined  in  the  Credit
Agreement),  with interest  based on the  Eurodollar  Rate (LIBOR) plus a margin
which  will vary  based on the  Company's  performance  with  respect to certain
calculated  financial  ratios  as  defined  in the  Credit  Agreement;  (iii) an
Absolute  Rate Bid Loan (as  defined in the  Credit  Agreement),  with  interest
determined through  competitive bid procedures among qualified lenders under the
Credit  Agreement;  and  (iv) a  Swing  Line  Loan  (as  defined  in the  Credit
Agreement) for up to an aggregate amount of $30 million,  with interest based on
a money market rate, the ABR Loan rate, or a combination thereof.

Interest on the Revolving Credit Loans generally is payable quarterly in arrears
or,  for a  Eurodollar  Loan,  at the end of an  interest  period  date which is
specified  at the time funds are  advanced to the  Company,  not to exceed three
months.  A facility fee based on the total commitment under the Credit Agreement
and a fee for outstanding letters of credit is payable quarterly.

The  Credit  Agreement  contains  certain  financial  and  operating  covenants,
including  restrictions  on  incurring  indebtedness  and liens,  entering  into
transactions  to  acquire  or  merge  with  any  entity,  making  certain  other
fundamental  changes,  selling assets,  paying  dividends,  and  requirements to
maintain certain minimum levels of consolidated  net worth,  leverage ratio, and
interest coverage ratios.  The Company was in compliance with these covenants at
September 30, 1997.

                                       17
<PAGE>

At September 30, 1997 interest rates on outstanding  borrowings under the Credit
Agreement and the Alabama State  Industrial  Development  Authority Notes ranged
from 5.69% to 6.23%.

CONTINGENT MATTERS

In August 1997, Vision Cables Pty. Ltd. ("Vision Cables"), an Australian company
in  which  CommScope  owns  a 49%  minority  interest,  suspended  manufacturing
operations at its facility near Melbourne,  Australia. The joint venture company
was  established  in 1995  with  Pacific  Dunlop  Ltd.  of  Australia  ("Pacific
Dunlop"),  the 51% owner.  Vision Cables has been supplying the Australian cable
television market with both CommScope  manufactured coaxial cables imported from
the United States and coaxial cables produced by Vision Cables in Australia.

CommScope  and  Pacific  Dunlop  are  together  evaluating  options  for  future
manufacturing  operations  at  the  Melbourne  facility.  If  the  manufacturing
operations  are  permanently  discontinued,  CommScope  may need to  record  its
minority  interest  share of the one-time  charges  related to the closing of $1
million  to $3  million  after tax  ($0.02  to $0.06 per  share) as early as the
fourth quarter of 1997.

The  Company's  share of the net income or loss of the joint venture is included
in the consolidated  statements of income using the equity method of accounting.
Since 1995,  CommScope has recorded  pre-tax income of  approximately $1 million
from  its  minority   interest   investment   in  the  joint  venture  and  sold
approximately  $55 million of  CommScope  exported  products  to the  Australian
market through the Vision Cables distribution arrangement.


                                       18
<PAGE>





                           PART II - OTHER INFORMATION

Item 5.   Other Information

         (a)      Negotiations With Alcatel Cable France ("Alcatel")

         In Note 4 to the  Company's  Form 10-Q for the  quarter  ended June 30,
         1997 and in a press release dated August 7, 1997, the Company announced
         that it had reached a non-binding understanding with Alcatel that would
         establish a European base of operations for CommScope.

         The  tentative  agreement  centered  around a  transfer  by  Alcatel to
         CommScope  of its CATV  coaxial  cable  business in  Seneffe,  Belgium.
         Alcatel  also would have  purchased  its  future  requirements  of CATV
         coaxial cable from CommScope for a period of time to be determined.  As
         part of the arrangement,  Alcatel would have received substantially all
         of  the  assets  from   CommScope's   high-temperature   aerospace  and
         industrial cable business in Elm City, North Carolina.

         On September 23, 1997,  the Company  issued a press release  announcing
         that the  previously  announced  negotiations  related  to  CommScope's
         acquisition of Alcatel's coaxial cable business in Seneffe, Belgium had
         ended. However, discussions continue regarding other opportunities with
         Alcatel.

         Sales from CommScope's  aerospace and industrial cable business totaled
         approximately $12 million for the nine months ended September 30, 1997.


         (b)      Appointment of Deloitte & Touche LLP as 
                  Independent Public Accountants

         On August 27, 1997 the Board of Directors  appointed  Deloitte & Touche
         LLP as the  independent  public  accountants  for the  Company  for the
         fiscal year ending December 31, 1997.


         (c)      Election of Brian D. Garrett as President 
                  and Chief Operating Officer

         On October 16, 1997 the Board of Directors  elected Brian D. Garrett as
         President and Chief Operating  Officer of the Company.  Mr. Garrett has
         been Executive  Vice  President of Operations at CommScope  since early
         1997.  Previously,  he served as General  Manager,  Vice  President and
         Executive  Vice  President of the Network  Cable  Division from 1986 to
         1996 and Vice President of Engineering from 1980 to 1986.

Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  Exhibit No.

                  10.1     The CommScope, Inc. Deferred Compensation Plan for 
                           Directors, dated as of August 27, 1997
                  27       Financial Data Schedule
                  99       Forward Looking Information


         (b) Reports on Form 8-K filed during the three months ended 
             September 30, 1997:

                           None

                                       19
<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 12, 1997                                    /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


                                       20