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 June 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  July  31,  2000  there  were  51,223,201  shares  of  Common  Stock
outstanding.

<PAGE>

                              CommScope, Inc.

                                 Form 10-Q

                               June 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 4. Submission of Matters to a Vote of Security Holders            16

  Item 6. Exhibits and Reports on Form 8-K                               17

  Signatures                                                             18



                                     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                   Six Months Ended
                                                                              June 30,                            June 30,
                                                                    ---------------------------         ---------------------------
                                                                       2000              1999              2000              1999
                                                                    ---------         ---------         ---------         ---------

Net sales                                                           $ 241,244         $ 186,882         $ 445,183         $ 334,953

Operating costs and expenses:
    Cost of sales                                                     176,863           137,022           328,449           248,258
    Selling, general and administrative                                20,080            17,330            38,477            31,899
    Research and development                                            4,955             1,945             8,593             3,434
    Amortization of goodwill                                            1,342             1,347             2,685             2,594
                                                                    ---------         ---------         ---------         ---------
          Total operating costs and expenses                          203,240           157,644           378,204           286,185
                                                                    ---------         ---------         ---------         ---------

Operating income                                                       38,004            29,238            66,979            48,768
Other income (expense), net                                               495               (17)              480                (7)
Interest expense                                                       (2,588)           (2,567)           (4,976)           (5,365)
Interest income                                                            53               111               445               250
                                                                    ---------         ---------         ---------         ---------

Income before income taxes                                             35,964            26,765            62,928            43,646
Provision for income taxes                                            (13,671)           (9,673)          (23,908)          (15,794)
                                                                    ---------         ---------         ---------         ---------

Net income                                                          $  22,293         $  17,092         $  39,020         $  27,852
                                                                    =========         =========         =========         =========


Net income per share (Note 3):

    Basic                                                           $    0.44         $    0.34         $    0.76         $    0.55
    Assuming dilution                                               $    0.42         $    0.33         $    0.74         $    0.54

Weighted average shares outstanding (Note 3):

    Basic                                                              51,151            50,650            51,046            50,527
    Assuming dilution                                                  56,249            51,906            56,167            51,613


                                      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)
                                                                                                        June 30,        December 31,
                                                                                                          2000              1999
                                                                                                       ---------         ---------
                                                        Assets

Cash and cash equivalents                                                                              $   3,716         $  30,223
Accounts receivable, less allowance for doubtful accounts of
    $5,848 and $4,838, respectively                                                                      198,210           127,018
Inventories (Note 2)                                                                                      64,986            40,208
Prepaid expenses and other current assets                                                                  2,692             2,376
Deferred income taxes                                                                                     17,147            15,354
                                                                                                       ---------         ---------
         Total current assets                                                                            286,751           215,179

Property, plant and equipment, net                                                                       220,015           181,488
Goodwill, net of accumulated amortization of
    $51,457 and $48,777, respectively                                                                    159,373           162,075
Other intangibles, net of accumulated amortization of
    $33,425 and $32,055, respectively                                                                     15,340            16,710
Other assets                                                                                               6,451             7,083
                                                                                                       ---------         ---------

         Total Assets                                                                                  $ 687,930         $ 582,535
                                                                                                       =========         =========

                                         Liabilities and Stockholders' Equity

Accounts payable                                                                                       $  55,434         $  29,179
Other accrued liabilities                                                                                 40,082            39,048
Current portion of long-term debt (Note 4)                                                                   716              --
                                                                                                       ---------         ---------
         Total current liabilities                                                                        96,232            68,227

Long-term debt (Note 4)                                                                                  226,906           198,402
Deferred income taxes                                                                                     21,108            20,346
Other noncurrent liabilities                                                                              15,664            14,216
                                                                                                       ---------         ---------
         Total Liabilities                                                                               359,910           301,191

Commitments and contingencies                                                                               --                --

Stockholders' Equity:
    Preferred stock, $.01 par value; Authorized shares: 20,000,000;
       Issued and outstanding shares:  None at June 30, 2000 and
       December 31, 1999                                                                                    --                --
    Common stock, $.01 par value; Authorized shares: 300,000,000;
       Issued and outstanding shares:  51,212,934 at June 30, 2000;
       50,889,208 at December 31, 1999                                                                       512               509
    Additional paid-in capital                                                                           174,873           166,875
    Retained earnings                                                                                    154,935           115,915
    Accumulated other comprehensive loss                                                                  (2,300)           (1,955)
                                                                                                       ---------         ---------
         Total Stockholders' Equity                                                                      328,020           281,344
                                                                                                       ---------         ---------

         Total Liabilities and Stockholders' Equity                                                    $ 687,930         $ 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>
                                                                                                             Six Months Ended
                                                                                                                 June 30,

                                                                                                      -----------------------------
                                                                                                        2000                 1999
                                                                                                      --------             --------

Operating Activities:

Net income                                                                                            $ 39,020             $ 27,852
Adjustments to reconcile net income to net cash
      provided by (used in) operating activities:
      Depreciation and amortization                                                                     16,894               14,077
      Deferred income taxes                                                                             (1,331)              (1,411)
      Changes in assets and liabilities:
          Accounts receivable                                                                          (71,435)             (34,628)
          Inventories                                                                                  (25,037)                (837)
          Prepaid expenses and other current assets                                                       (326)               1,576
          Accounts payable and other accrued liabilities                                                31,553               28,857
          Other noncurrent liabilities                                                                   1,447                  893
          Other                                                                                             35                 (165)
                                                                                                      --------             --------
Net cash provided by (used in) operating activities                                                     (9,180)              36,214

Investing Activities:

      Additions to property, plant and equipment                                                       (51,619)             (15,018)
      Acquisition of business in Seneffe, Belgium                                                         --                (17,023)
      Sale of property, plant and equipment                                                                353                  172
                                                                                                      --------             --------
Net cash used in investing activities                                                                  (51,266)             (31,869)

Financing Activities:

      Net borrowings (repayments) under revolving credit facility                                       30,000              (25,000)
      Proceeds from term loan facility for acquisition of business
          in Seneffe, Belgium                                                                             --                 16,353
      Proceeds from exercise of stock options                                                            4,065                6,060
                                                                                                      --------             --------
Net cash provided by (used in) financing activities                                                     34,065               (2,587)

Effect of exchange rate changes on cash                                                                   (126)                (150)

                                                                                                      --------             --------
Change in cash and cash equivalents                                                                    (26,507)               1,608
Cash and cash equivalents, beginning of period                                                          30,223                4,129
                                                                                                      --------             --------
Cash and cash equivalents, end of period                                                              $  3,716             $  5,737
                                                                                                      ========             ========


                                      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)
                                                   Six Months Ended June 30, 2000


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

                                            Number of                     Additional                      Other           Total
                                          Common 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                         323,726              3          4,062           --             --             4,065
Tax benefit from stock option
      exercises                                   --             --            3,936           --             --             3,936
Comprehensive income:
      Net income                                  --             --             --           39,020           --            39,020
      Other comprehensive loss                    --             --             --             --             (345)           (345)
                                            ----------     ----------     ----------     ----------     ----------      ----------
Total comprehensive income                        --             --             --           39,020           (345)         38,675
                                            ----------     ----------     ----------     ----------     ----------      ----------

Balance June 30, 2000                       51,212,934     $      512     $  174,873     $  154,935     $   (2,300)     $  328,020
                                            ==========     ==========     ==========     ==========     ==========      ==========


                                      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 June 30, 2000,  the
condensed  consolidated  statements  of income for the three months and six
months ended June 30, 2000 and 1999, the condensed consolidated  statements
of cash flows for the six  months  ended  June 30,  2000 and 1999,  and the
condensed consolidated statement of stockholders' equity for the six months
ended June 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. There were no
adjustments of a nonrecurring  nature  recorded during the three months and
six months ended June 30, 2000 or 1999.  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.

2.  SUPPLEMENTAL BALANCE SHEET INFORMATION

     Inventories consist of:

                                  June 30,     December 31,
                                    2000           1999
                                ------------   ------------

         Raw materials             $ 25,715       $ 16,597
         Work in process             11,920          9,942
         Finished goods              27,351         13,669
                                ------------   ------------
                                   $ 64,986       $ 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              Six Months
                                                            Ended June 30,           Ended June 30,
                                                        -----------------------  -----------------------
                                                           2000        1999         2000        1999
                                                        ----------- -----------  ----------- -----------
Numerator:

  Net income for basic net income per share               $ 22,293    $ 17,092     $ 39,020    $ 27,852
  Convertible debt interest and amortization,
    net of tax                                               1,179        --          2,361        --
                                                        ----------- -----------  ----------- -----------
  Net income available to common stockholders
    for diluted net income per share                      $ 23,472    $ 17,092     $ 41,381    $ 27,852
                                                        =========== ===========  =========== ===========

Denominator:

  Weighted average number of common shares
    outstanding for basic net income per share              51,151      50,650       51,046      50,527
  Effect of dilutive securities:
    Employee stock options                                   1,518       1,256        1,541       1,086
    Convertible debt                                         3,580        --          3,580        --
                                                        ----------- -----------  ----------- -----------
  Weighted average number of common and
    potential common shares outstanding for
    diluted net income per share                            56,249      51,906       56,167      51,613
                                                        =========== ===========  =========== ===========
</TABLE>

4.  LONG-TERM DEBT

     Long-term debt consisted of the following:

                                                June 30,       December 31,
                                                  2000             1999
                                              ------------     ------------

         Credit Agreement                       $  30,000        $   --
         Convertible Notes                        172,500          172,500
         Eurodollar Credit Agreement               14,322           15,102
         IDA Notes                                 10,800           10,800
                                              ------------     ------------
                                                  227,622          198,402
         Less: current portion                       (716)           --
                                              ------------     ------------
                                                $ 226,906        $ 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.  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.  However, the SEC
has  recently  indicated  that it intends to issue  further  guidance  with
respect to adoption of specific  issues  addressed  by SAB 101.  Until such
time as this additional guidance is issued, the Company is unable to assess
the impact, if any, it may have on the Company's  financial  statements and
current disclosures.

                                     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 second  quarter ended June 30, 2000, we reported net income of
$22 million,  or $0.42 per diluted share. These results reflect an increase
in net income of $5 million,  or 30%,  compared to the second quarter ended
June 30, 1999 net income of $17 million, or $0.33 per diluted share.

     For the six months ended June 30, 2000,  we reported net income of $39
million,  or $0.74 per diluted share.  These results reflect an increase in
net income of $11  million,  or 40%,  compared to the six months ended June
30, 1999 net income of $28 million, or $0.54 per diluted share.

Comparison  of results of  operations  for the three and six month  periods
ended  June 30,  2000 with the three and six month  periods  ended June 30,
1999

Net Sales

     Net sales for the second  quarter  ended June 30, 2000  increased  $54
million, or 29%, to $241 million, compared to the second quarter ended June
30, 1999.  Net sales for the six months ended June 30, 2000  increased $110
million, or 33%, to $445 million, compared to the six months ended June 30,
1999.  This increase in net sales was primarily  driven by strong  domestic
broadband cable sales and robust international  sales.  Domestic sales rose
26% to $180  million in the second  quarter and 34% to $334  million in the
six months ended June 30, 2000, compared to the same periods in 1999.

     For the second quarter of 2000,  international  sales increased 41% to
$61 million  compared to the same period in 1999.  International  sales for
the six months ended June 30, 2000  increased 30% to $111 million  compared
to the same period in 1999. This performance  reflects strong growth across
all regions led by a 60% year over year increase in second quarter sales to
the Asia/Pacific Rim region.

     Net sales to cable  television  and other video  distribution  markets
("CATV/Video  Products")  for the  second  quarter  of 2000  increased  $39
million, or 27%, to $182 million,  compared to the same period in 1999. For
the six  months  ended  June 30,  2000,  net sales of  CATV/Video  Products
increased $70 million, or 27%, to $332 million, compared to the same period
in 1999. These increases in sales of CATV/Video Products were led by strong
sales of broadband  cable to Multiple  System  Operators  ("MSOs").  Second
quarter domestic  CATV/Video sales grew  approximately 21%, year over year,
reflecting a strong  increase in sales of fiber optic cable,  despite tight
supplies of fiber  during the second  quarter of 2000.  We believe that our
unique ability to offer both coaxial and fiber optic cable  continues to be
an important  competitive  advantage.  Sales in our  portfolio of broadband
Hybrid Fiber Coaxial (HFC) products for last-mile communications

                                     10

<PAGE>

continue  to  accelerate  and  interest  continues  to grow in the  area of
residential  cabling  solutions  for in-home  video,  voice and  high-speed
Internet access.

     Net sales for local area  network  and other data  applications  ("LAN
Products") for the second quarter of 2000 increased $2 million,  or 10%, to
$25 million,  compared to the same period in 1999. For the six months ended
June 30, 2000, sales of LAN Products increased $12 million,  or 32%, to $50
million,  compared  to the same  period in 1999.  While  demand for gigabit
network   infrastructure   systems  remains  strong  for   high-performance
products,  competition  has  increased in the LAN Products  market.  We are
experiencing  difficult  pricing  patterns at essentially  all  performance
levels and expect ongoing pricing pressure to continue.

     Net  sales  for   wireless  and  other   telecommunications   products
("Wireless  and Other  Products")  for the second quarter of 2000 increased
$13 million, or 64%, to nearly $35 million,  compared to the same period in
1999.  For the six months ended June 30, 2000,  sales of Wireless and Other
Products  increased  $28 million,  or 79%, to $64 million,  compared to the
same period in 1999.  This  substantial  year over year  increase  reflects
strong growth in both sales of Cell Reach(R) for wireless  applications and
sales  of  other  telecommunications   products.  Other  telecommunications
products primarily represent cables designed for switching and transmission
applications  for enhanced  telecommunications  services.  We have achieved
robust  growth in sales of our Cell Reach  products,  and with our expanded
product line we have the capability to support mobile wireless and wireless
local  loop  applications.  As a  result  of  this  growth,  we are  adding
significant  wireless capacity during the second half of 2000. In addition,
we have established a full-service  distribution facility in Sparks, Nevada
that is intended to support our ability to serve large  wireless  buildouts
across the United  States.  While we expect Cell Reach to be a  substantial
contributor  to  CommScope's  long-term  growth,  we anticipate  increasing
pricing pressure and aggressive competition in the wireless market.

Gross Profit (Net Sales Less Cost of Sales)

     Gross  profit  for  the  second   quarter  ended  June  30,  2000  was
approximately  $64  million,  compared  to almost $50  million for the same
period in 1999,  and gross profit  margin  remained  flat at 26.7% for both
periods.  For the six months ended June 30, 2000, gross profit increased to
$117  million,  compared to $87  million  for the same period in 1999.  Our
first quarter 2000 price  increases  contributed to the slight  increase in
gross  profit  margin  to 26.2% for the six  months  ended  June 30,  2000,
compared to 25.9% for the same period in 1999.  These price  increases also
resulted in an increase in gross profit margin of  approximately 1% for the
second  quarter of 2000 compared to the first quarter.  However,  year over
year growth in the second quarter was  constrained  primarily by the rising
cost of key  materials  which  offset  the  favorable  effect  of the first
quarter 2000 price increases.

     While the tight supply and rising cost of key  materials  are expected
for the remainder of the year, we continue to make progress on capacity and
material  supply issues.  A major focus during the second half of 2000 will
be to accelerate the internal  production of bimetallic  center  conductors
for coaxial cables. Although we produced small quantities during the second
quarter of 2000,  the ramp up of  production  has  progressed  slower  than
anticipated.  In order to enhance our ability to meet the strong demand for
broadband  coaxial cables, we have allocated  additional  resources to this
vertical  integration project and we have an ongoing supply arrangement for
bimetallic  center  conductors with our current supplier through the end of
2000. In response to the rapid rise in the cost of materials,  we intend to
raise  prices  for   essentially   all   HFC-related   cable   products  by
approximately 6% with implementation beginning in mid-September.

                                     11

<PAGE>

Selling, General and Administrative

     Selling,  general and  administrative  ("SG&A") expense for the second
quarter ended June 30, 2000 was $20 million, or 8.3% of sales,  compared to
$17  million,  or 9.3% of sales,  for the same period in 1999.  For the six
months ended June 30, 2000, SG&A expense was $38 million, or 8.6% of sales,
compared  to $32  million,  or 9.5% of sales,  for the same period in 1999.
SG&A  expense as a percent of sales  decreased  approximately  1% year over
year mainly because general and administrative expenses did not grow at the
same rate as sales and the  associated  selling  expenses.  We expect  SG&A
expense to be in the range of 8.5% to 9.0% of sales over the longer term.

Research and Development

     Research and development ("R&D") expense rose to nearly $5 million, or
2% of sales,  for the second  quarter  ended June 30, 2000,  compared to $2
million,  or 1% of sales,  for the same period in 1999.  For the six months
ended June 30, 2000, R&D expense rose to almost $9 million, or 2% of sales,
compared  to just over $3 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.  We expect the level of
R&D expense to remain at around 2% of sales for the  remainder  of 2000 due
primarily to these ongoing  vertical  integration  projects and programs to
develop new products.

Other Income (Expense), Net

     Other income (expense),  net for the three months and six months ended
June 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 or  around  the end of 2000  once the  deregistration  period
required by Australian legal authorities is complete.

Net Interest Expense

     Net interest  expense was flat at $2.5 million for the second quarters
ended June 30, 2000 and 1999.  For the six months ended June 30, 2000,  net
interest  expense  decreased to $4.5 million,  compared to $5.1 million for
the same period in 1999.  Our  weighted  average  effective  interest  rate
decreased  from June 30, 1999 to June 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
$30  million  under the  revolving  credit  agreement  during the first six
months of 2000.  During the  quarter  ended June 30,  2000,  the  favorable
impact of the convertible  notes was somewhat offset by the increase in the
variable interest rate on our revolving credit  agreement,  compared to the
same period in 1999.

Income Taxes

     Our effective  tax rate was 38% for the second  quarter and six months
ended June 30,  2000,  compared to 36% for the same  periods in 1999.  This
fluctuation  in our  effective  tax rate was mainly due to the  strength in
domestic  versus  international  sales,  which  diluted  the  impact of our
foreign sales corporation tax benefit during 2000.

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<PAGE>

Liquidity and Capital Resources

     Cash used in operating activities was approximately $9 million for the
six months  ended June 30,  2000,  compared to cash  provided by  operating
activities  of $36 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 $191 million at June 30,  2000,  compared to $147
million at December 31, 1999.  The increase in  inventories  during the six
months ended June 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. We expect days sales
outstanding  to  improve  modestly  over the  remainder  of 2000,  based on
improvements in the efficiency of operating the accounts receivable related
modules of our new information management system.

     During the six months ended June 30, 2000,  we invested $52 million in
property,  plant and  equipment  compared  to $15  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.  We expect
capital   expenditures   for  equipment  and   facilities  in  2000  to  be
approximately $90 to $100 million.

     We utilized an additional $17 million during the six months ended June
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 $320 million of available
borrowing  capacity under our revolving credit agreement,  which expires in
December  2002. We had long-term  debt of $228 million,  or 41% of our book
capital  structure,  defined  as  long-term  debt and  total  stockholders'
equity, as of June 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 six months ended June 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  financial  instruments  primarily to reduce
our exposure to these market risks.

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<PAGE>

Our exposure  associated with these market risks has not materially changed
since  December 31, 1999.  During the first six months of 2000, we borrowed
an additional $30 million 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  six  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.
However,  the SEC has recently  indicated  that it intends to issue further
guidance with respect to adoption of specific issues  addressed by SAB 101.
Until such time as this  additional  guidance  is issued,  we are unable to
assess the impact,  if any,  it may have on our  financial  statements  and
current disclosures.

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,  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

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<PAGE>

our  facilities,  margin  improvement,   effective  implementation  of  our
integrated  information  management  system,  developments  in  technology,
industry  competition,  achievement of sales,  growth,  and earnings goals,
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.

                                     15

<PAGE>

                        PART II - OTHER INFORMATION

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

              The  Company  held its Annual  Meeting of  Stockholders  (the
              "Meeting")  on May 5, 2000.  Proxies  for such  meeting  were
              solicited  pursuant to  Regulation  14A under the  Securities
              Exchange  Act of 1934,  as  amended.  A total  of  50,995,406
              shares of Common  Stock with one vote each were  entitled  to
              vote at the Meeting and holders of 46,427,463 shares voted in
              person or by proxy, constituting a quorum.

              At the Meeting,  two of the Company's  directors were elected
              for three year  terms  ending at the 2003  Annual  Meeting of
              Stockholders by the vote set forth below:

              Name of Director          Votes For        Votes Withheld

              Frank M. Drendel          45,858,121           569,342
              Duncan M. Faircloth       45,818,547           608,916

              The Company's other four directors, whose terms of office continue
              after the Meeting, are Edward D. Breen, Boyd L. George,  George N.
              Hutton, Jr., and James N. Whitson.

              A  proposal  to  ratify  the  appointment  by  the  board  of
              directors  of  the  Company  of  Deloitte  &  Touche  LLP  as
              independent auditors for the Company for the 2000 fiscal year
              was approved by 46,331,210 votes cast in favor,  37,681 votes
              cast against and 58,572 votes abstaining.

              In addition, a proposal to ratify an amendment to the Amended
              and Restated  CommScope,  Inc. 1997 Long-term  Incentive Plan
              was approved by  30,622,879  votes cast in favor,  15,665,290
              votes  cast  against  and  139,294  votes   abstaining.   The
              amendment provides for an increase in the shares reserved for
              issuance under the Plan by an additional 2,000,000 shares.

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<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

                      EXHIBIT NO.

                      10.7.2    Second Amendment to the Credit Agreement,  dated
                                as of April  27,  2000 to the  Credit  Agreement
                                dated as of July 23, 1997, among CommScope, Inc.
                                of North Carolina,  The Chase Manhattan Bank, as
                                Administrative Agent, and the Banks from time to
                                time   parties   thereto,   and  the   financial
                                institutions  named therein as co-agents for the
                                Banks.

                      10.11.2   Second Amendment to the Credit Agreement,  dated
                                as  of  June 28,  2000 to  the Credit  Agreement
                                dated  as of  February 26, 1999,  between  First
                                Union National Bank and CommScope, Inc. of North
                                Carolina.

                        27. Financial Data Schedule

                      99. Forward-Looking Information

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

                      On April 20,  2000 we filed a current  report on Form
                      8-K  announcing  our financial  results for the first
                      quarter ended March 31, 2000.

                                     17

<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.

August 14, 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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