Exhibit 10.7.2

                    SECOND AMENDMENT TO THE CREDIT AGREEMENT

     SECOND   AMENDMENT,   dated  as  of  April  27,  2000  (this   "Second
Amendment"),  to the  Credit  Agreement,  dated  as of July  23,  1997  (as
amended,  supplemented,  or  otherwise  modified  from  time to  time,  the
("Credit  Agreement"),  among  COMMSCOPE,  INC. OF NORTH CAROLINA,  a North
Carolina  corporation  (the  ("Company"),  the several lenders from time to
time parties  thereto (the "Banks"),  THE CHASE  MANHATTAN BANK, a New York
banking  corporation,  as  administrative  agent  for the  Banks  (in  such
capacity, the "Administrative Agent"), and the financial institutions named
therein as co-agents  for the Banks (in such  capacity,  collectively,  the
"Co-Agents"; each, individually, a ("Co-Agent").

                                WITNESSETH:

     WHEREAS, the Company, the Banks, the Administrative Agent and the Co-Agents
are parties to the Credit Agreement;

     WHEREAS,  the  Company  has  requested  that the  Banks  amend  the  Credit
Agreement as set forth herein;

     WHEREAS,  the Banks,  the  Administrative  Agent and the Co-Agents are
willing to agree to such amendment to the Credit Agreement,  subject to the
terms and conditions set forth herein;

     NOW, THEREFORE,  in consideration of the premises and mutual covenants
contained herein, the Company,  the Banks, the Administrative Agent and the
Co-Agents hereby agree as follows:

     1. Defined Terms. Unless otherwise defined herein,  capitalized terms which
are defined in the Credit  Agreement  are  used herein as therein
defined.

     2. Amendments  to Credit  Agreement.  (a)  Subsection  7.15 of  the  Credit
Agreement  is amended by (i) deleting the word "and" from the end of clause (e),
(ii) deleting the period at the end of clause (f) and substituting  therefor the
phrase ";and" and (iii) adding thereto the following new clause (g):

        (g)  Indebtedness of the Company to Holdings  representing the loan
        by Holdings to the Company of the proceeds of the  Holdings  Senior
        Subordinated Notes.

     (b)  Paragraph  (j) of  Section 8 of the  Credit  Agreement  is hereby
amended by (i) deleting the word "or" from the end of clause (iii)  thereof
and substituting therefor a comma and (ii) deleting the phrase; "or" at the
end of clause (iv) and  substituting  therefor the  following:  or (iv) the
loan by  Holdings to the Company of the  proceeds  of the  Holdings  Senior
Subordinated Notes; or

<PAGE>

     3.  Representations  and  Warranties.  The  Company  hereby  confirms,
reaffirms  and restates the  representations  and  warranties  set forth in
Section 4 of the Credit Agreement, as amended by this Second Amendment. The
Company  represents and warrants  that,  after giving effect to this Second
Amendment, no Default or Event of Default has occurred and is continuing.

     4.  Effectiveness.   Upon  receipt  by  the  Administrative  Agent  of
counterparts  of  this  Second  Amendment  duly  executed  by the  Company,
Holdings  and the  Required  Banks,  this  Second  Amendment  shall  become
effective  as of the date of  receipt by the  Administrative  Agent of such
counterparts (the "Effective Date").

     5. Continuing  Effect of the Credit  Agreement.  This Second Amendment
shall not  constitute  an  amendment  of any other  provision of the Credit
Agreement not expressly  referred to herein and shall not be construed as a
waiver  or  consent  to any  further  or  future  action on the part of the
Company  that  would  require  a  waiver  or  consent  of  the  Banks,  the
Administrative Agent or the Co-Agents.  Except as expressly amended hereby,
the  provisions of the Credit  Agreement are and shall remain in full force
and effect.

     6.  Counterparts.  This  Second  Amendment  may be  executed by the parties
hereto  in  any   number  of   separate   counterparts   (including   telecopied
counterparts), each of which shall be deemed to be an original, and all of which
taken together shall be deemed to constitute one and the same instrument.

     7. GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


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<PAGE>

     IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Second
Amendment to be duly executed and delivered in New York,  New York by their
respective proper and duly authorized officers as of the day and year first
above written.

            COMMSCOPE, INC. OF NORTH CAROLINA

            By: /s/Barry D. Graham

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                      Title:Treasurer

            THE CHASE MANHATTAN BANK, as
            Administrative Agent, as a Co-Agent
            and as a Bank

            By: /s/Steven J. Faliski

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                      Title: Vice President

            BANK OF AMERICA, NA, as a Co-Agent and as a Bank

            By: /s/Adam Kaplan

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                      Title: Vice President

            FLEET NATIONAL BANK F.K.A. BANKBOSTON, N.A., as a Co-Agent and as a
            Bank

            By: /s/Deanne M. Horn

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                      Title: Vice President

            BANK OF TOKYO-MITSUBISHI TRUST COMPANY, as a Co-Agent and as a Bank

            By: /s/R. Glass

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                      Title: Vice President

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<PAGE>

            CREDIT LYONNAIS NEW YORK BRANCH, as a Co-Agent and as a Bank

            By: /s/Stephen M. Prosel

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                  Title: First Vice President and Manager

            FIRST UNION NATIONAL BANK, as a Co-Agent and as a Bank

            By: /s/Frederick E. Blumer

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                      Title: Vice President

            TORONTO DOMINION (NEW YORK) INC., as a Co-Agent and as a Bank

            By: /s/Jorge A. Garcia

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                      Title: Vice President

            WACHOVIA BANK, N.A., as a Co-Agent and as a Bank

            By: /s/Christopher L. Fincher

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                      Title: Senior Vice President

            CREDIT AGRICOLE INDOSUEZ

            By: /s/Michael R. Quiray

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                      Title: Vice President, Senior Relationship Manager

            By: /s/Patrick Cocquerel

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                      Title: First Vice President, Managing Director

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<PAGE>

            COMERZBANK, AG, NEW YORK AND GRAND CAYMAN BRANCHES

            By: /s/Harry P. Yergey

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                       Title: Vice President

            By: /s/Subash Visuranathan

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                       Title: Vice President

            FLEET NATIONAL BANK

            By: /s/Deanne M. Horn

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                       Title: Vice President

            SCOTIABANC INC.

            By: /s/William E. Zarrett

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                        Title: Managing Director

            THE SUMITOMO BANK, LTD.

            By: /s/Peter Knight

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                        Title: Senior Vice President

            STB DELAWARE FUNDING TRUST I

            By: /s/Donald C. Harganon

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                        Title: Vice President

            THE TOKAI BANK, LTD., NEW YORK BRANCH

            By: /s/Shinichi Natkatani

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                      Title: Assistant General Manager

            GENERAL ELECTRIC CAPITAL CORPORATION

            By: /s/Gregory Hong

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                      Title: Duly Authorized Signatory

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<PAGE>

The  undersigned  agrees  to  the  foregoing  Second  Amendment  and to its
obligations thereunder and confirms that its obligations under the Holdings
Guarantee remain in full force and effect:

COMMSCOPE, INC.


By: /s/Barry D. Graham

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    Title: Treasurer

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