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, 1998

                                       OR

[    ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE 
             SECURITIES EXCHANGE  ACT OF 1934

                        For the transition period from        to
                                                      -------     -------
                        Commission file number 001-12929


                                 COMMSCOPE, INC.
             (Exact name of registrant as specified in its charter)

                      Delaware             36-4135495     
               (State     or    other      (I.R.S.   Employer
                jurisdiction   of           Identification No.)
                incorporation     or    
                organization)
                                           

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

                                 (828) 324-2200
                 (Registrant's telephone number, including area code)

    Indicate  by check mark  whether  the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

Yes  x     No

As of October 30, 1998 there were 49,202,555 shares of Common Stock outstanding.



<PAGE>




                                 CommScope, Inc.
                                    Form 10-Q
                               September 30, 1998
                                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 - 11

    Item 2.  Management's Discussion and Analysis of Results of
                   Operations and Financial Position                    12 - 17

Part II - Other Information

    Item 6.  Exhibits and Reports on Form 8-K                                18

    Signatures                                                               19

















                                        2


<PAGE>
<TABLE>
<CAPTION>

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

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


                                                         Three Months Ended            Nine Months Ended
                                                            September 30,                September 30,
                                                  ------------------------------------------------------------
                                                      1998            1997           1998            1997
                                                  --------------  -------------  --------------  -------------

Net Sales                                             $ 150,057      $ 147,269       $ 425,545      $ 454,434
                                                  --------------  -------------  --------------  -------------

Operating Costs and Expenses:
   Cost of sales                                        112,776        115,328         327,999        343,882
   Selling, general and administrative                   13,229         12,732          38,697         37,412
   Research and development                               1,236          1,642           4,438          4,470
   Amortization of goodwill                               1,297          1,306           3,897          3,918
                                                  --------------  -------------  --------------  -------------
       Total operating costs & expenses                 128,538        131,008         375,031        389,682
                                                  --------------  -------------  --------------  -------------

Operating Income                                         21,519         16,261          50,514         64,752
Other income (expense), net                                  42           (433)          2,176             52
Interest expense                                         (3,806)        (3,857)        (12,102)        (9,193)
Interest income                                              96              8             436             78
                                                  --------------  -------------  --------------  -------------

Income before Income Taxes                               17,851         11,979          41,024         55,689
Provision for income taxes                               (6,430)        (4,555)        (14,772)       (21,160)
                                                  --------------  -------------  --------------  -------------

Net Income                                             $ 11,421        $ 7,424        $ 26,252       $ 34,529
                                                  ==============  =============  ==============  =============

Net income per common share - basic                     $ 0.23            (1)          $ 0.53            (1)

Net income per common share -
   assuming dilution                                    $ 0.23            (1)          $ 0.53            (1)


(1)  Historical  per  share  data is not  considered  relevant  for the  reasons
     discussed in Note 1. Pro forma per share data is presented in Note 3.

            See notes to condensed consolidated financial statements.
                 





</TABLE>










                                        3

<PAGE>
<TABLE>
<CAPTION>

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

<S>                                                                      <C>              <C>
                                                                          (unaudited)
                                                                          September 30,    December 31,
                                                                             1998              1997
                                                                         --------------   ---------------

                           Assets

Cash and cash equivalents                                                      $ 4,820           $ 3,330
Accounts receivable, less allowance for doubtful accounts of
   $4,830 and $3,985, respectively                                             110,848            95,741
Inventories                                                                     31,111            42,223
Prepaid expenses and other current assets                                        1,459             2,439
Deferred income taxes                                                           14,493            12,102
                                                                         --------------   ---------------
        Total current assets                                                   162,731           155,835

Property, plant and equipment, net                                             133,238           133,235
Goodwill, net of accumulated amortization of
   $42,098 and $38,263, respectively                                           165,322           170,345
Intangibles, net of accumulated amortization of
   $28,629 and $26,573, respectively                                            20,136            22,192
Investments and other assets                                                     1,662             1,932
                                                                         --------------   ---------------

        Total Assets                                                         $ 483,089         $ 483,539
                                                                         ==============   ===============

                    Liabilities and Stockholders' Equity

Accounts payable                                                              $ 30,361          $ 18,533
Other accrued liabilities                                                       34,821            24,516
                                                                         --------------   ---------------
        Total current liabilities                                               65,182            43,049

Long-term debt                                                                 213,800           265,800
Deferred income taxes                                                           15,809            14,932
Other non-current liabilities                                                   10,885             9,726
                                                                         --------------   ---------------
        Total Liabilities                                                      305,676           333,507

Commitments and contingencies

Stockholders' Equity:
   Preferred stock, $.01 par value; Authorized shares:  20,000,000;
     Issued and outstanding shares:  None at September 30, 1998 and
     December 31, 1997                                                               --                 --
   Common Stock, $.01 par value; Authorized shares:  300,000,000;
     Issued and outstanding shares:  49,202,555 at September 30, 1998;
     49,108,874 at December 31, 1997                                               492               491
   Additional paid-in capital                                                  142,062           140,934
   Retained earnings                                                            34,859             8,607
                                                                         --------------   ---------------
        Total Stockholders' Equity                                             177,413           150,032
                                                                         --------------   ---------------

        Total Liabilities and Stockholders' Equity                           $ 483,089         $ 483,539
                                                                         ==============   ===============

            See notes to condensed consolidate financial statements.


</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>

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

<S>                                                                                   <C>                 <C>
                                                                                                  Nine Months Ended
                                                                                                    September 30,
                                                                                      -------------------------------------
                                                                                            1998                1997
                                                                                      -----------------   -----------------

Operating Activities:
Net income                                                                                    $ 26,252            $ 34,529
Adjustments to reconcile net income to net cash provided by operating activities:
    Depreciation and amortization                                                               18,341              15,527
    Gain on sale of assets of the high temperature aerospace and industrial cable business      (1,873)                 --
    Changes in assets and liabilities:
       Accounts receivable                                                                     (12,107)              1,163
       Inventories                                                                               5,193             (10,447)
       Prepaid expenses and other current assets                                                   740                (480)
       Deferred income taxes                                                                    (1,514)               (258)
       Accounts payable and other accrued liabilities                                           22,419              10,218
       Other non-current liabilities                                                             1,159                 841
       Other                                                                                        15                 141
                                                                                      -----------------   -----------------
Net cash provided by operating activities                                                       58,625              51,234

Investing Activities:
    Additions to property, plant and equipment                                                 (16,198)            (24,809)
    Sale of assets of the high temperature aerospace and industrial cable business               9,654                  --
    Other                                                                                          280                  --
                                                                                      -----------------   -----------------
Net cash used in investing activities                                                           (6,264)            (24,809)

Financing Activities:
    Dividend paid to former parent company                                                          --            (265,212)
    Net borrowings (repayments) under revolving credit facility                                (52,000)            260,000
    Exercise of stock options                                                                    1,129                  --
    Financing fees paid                                                                             --                (705)
    Transfers to former parent company, net                                                         --             (15,838)
                                                                                      -----------------   -----------------
Net cash used in financing activities                                                          (50,871)            (21,755)

Change in cash and cash equivalents                                                              1,490               4,670
Cash and cash equivalents, beginning of period                                                   3,330                   --
                                                                                      -----------------   -----------------
Cash and cash equivalents, end of period                                                       $ 4,820             $ 4,670
                                                                                      =================   =================





            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 data)
                      Nine Months Ended September 30, 1998

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

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

Balance December 31, 1997                             49,108,874         $ 491     $ 140,934       $ 8,607       $ 150,032

Issuance of shares for stock option exercises             93,681             1         1,128                         1,129
Net income                                                                                          26,252          26,252
                                                  -------------------------------------------------------------------------

Balance September 30, 1998                            49,202,555         $ 492     $ 142,062      $ 34,859       $ 177,413
                                                  =========================================================================


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

            See notes to condensed consolidated financial statements.






</TABLE>



























                                        6


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

1.  BACKGROUND AND BASIS OF PRESENTATION

BACKGROUND

CommScope,  Inc.  ("CommScope" or the "Company") was incorporated in Delaware in
January 1997 and, through its wholly owned subsidiary  CommScope,  Inc. of North
Carolina  ("CommScope NC"),  operates in the cable manufacturing  business.  The
Company designs,  manufactures,  markets and sells coaxial, fiber optic and high
performance  electronic  cables  primarily  used in  communications,  local area
network and industrial  applications.  CommScope is a leading  manufacturer  and
supplier  of  coaxial  cable  for  cable   television   applications  and  other
communications  applications  in the United States.  CommScope is also a leading
supplier of coaxial cable to international communications markets, primarily the
cable television market.

CommScope  NC  formerly  was a  wholly  owned  indirect  subsidiary  of  General
Instrument  Corporation  (the  "Distributing  Company").  Through  a  series  of
transactions  related to a spin-off of companies from the  Distributing  Company
(the  "Distribution")  that was consummated on July 28, 1997 (the  "Distribution
Date"),  CommScope NC became a wholly owned  subsidiary  of the Company.  At the
Distribution  Date,  CommScope  began  operating as an  independent  entity with
publicly traded common stock.


BASIS OF PRESENTATION

The condensed consolidated balance sheet as of September 30, 1998, the condensed
consolidated statements of income for the three months and the nine months ended
September 30, 1998 and 1997, the condensed consolidated statements of cash flows
for the nine  months  ended  September  30,  1998 and  1997,  and the  condensed
consolidated  statement  of  stockholders'  equity  for the  nine  months  ended
September  30,  1998 are  unaudited  and  reflect  all  adjustments  of a normal
recurring  nature which are, in the opinion of management,  necessary for a fair
presentation  of  the  interim  period  financial  statements.   There  were  no
adjustments of a  non-recurring  nature recorded during the three months and the
nine months ended September 30, 1998 and 1997. The results of operations for the
interim period are not necessarily indicative of the results of operations to be
expected for the full year. The condensed consolidated  statements of income and
condensed  consolidated  statements  of cash flows for the three  months and the
nine months ended  September 30, 1997 reflect the results of operations and cash
flows of  CommScope  that were  transferred  from the  Distributing  Company  to
CommScope in connection with the Distribution.

The unaudited interim condensed  consolidated  financial statements of CommScope
have been prepared  pursuant to the rules and  regulations of the Securities and
Exchange Commission.  Accordingly,  certain information and footnote disclosures
normally included in financial  statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted.

The condensed  consolidated  financial statements for 1997 include an allocation
of certain assets,  liabilities and general  corporate  administrative  expenses
from the Distributing Company prior to the Distribution, and accordingly reflect
the results of operations and changes in cash flows of CommScope 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 the  Distributing  Company.  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 1997
periods presented.




<PAGE>




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

1.  BACKGROUND AND BASIS OF PRESENTATION (Continued)

Prior to the Distribution,  CommScope participated in the Distributing Company's
cash management program, and the accompanying condensed consolidated  statements
of income for 1997  include  an  allocation  of net  interest  expense  from the
Distributing  Company. Net interest expense was allocated based upon CommScope's
net assets as a percentage of the total net assets of the Distributing  Company.
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 the  Distributing
Company related to the postretirement benefit plan for employees and retirees of
CommScope  prior to the  Distribution.  Also, the provision for income taxes for
the three  months  and the nine  months  ended  September  30,  1997 is based on
CommScope's  expected annual effective tax rate,  calculated  assuming CommScope
had filed  separate tax returns  under its  previously  existing  structure as a
wholly owned indirect subsidiary of the Distributing Company.

CommScope's  earnings  were  part  of  the  Distributing  Company'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 the  Distributing  Company in accordance
with the terms of the  Distribution  (see Note 4).  Accordingly,  no  historical
earnings  per share data has been  presented  for the three  months and the nine
months ended  September 30, 1997.  Alternatively,  pro forma  earnings per share
data is presented as described in Note 3.

The  financial  information  included  herein does not  necessarily  reflect the
consolidated  results  of  operations,  financial  position,  and cash  flows of
CommScope in the future or on a historical  basis in 1997 had  CommScope  been a
separate,  stand-alone  entity for the 1997  periods  presented.  These  interim
condensed  consolidated  financial statements should be read in conjunction with
the Company's December 31, 1997 audited  consolidated  financial  statements and
notes thereto included in the Company's 1997 Annual Report on Form 10-K.

2.  SUPPLEMENTAL BALANCE SHEET INFORMATION

         Inventories consist of:


                                          September 30,     December 31, 
                                              1998             1997
                                          -------------   --------------

                
                 Raw materials           $      11,245    $      16,376
                
                 Work in process                 6,147            8,860
                
                 Finished goods                 13,719           16,987
                                         ---------------  ---------------
                                         $      31,111    $      42,223
                                         ===============  ===============




<PAGE>



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

3.  PRO FORMA FINANCIAL INFORMATION AND EARNINGS PER SHARE

The  accompanying  unaudited  pro forma  financial  information  was prepared to
present the 1997 net income of CommScope as if the  Distribution had occurred on
January 1, 1997.  The  unaudited  pro forma  disclosures  set forth below do not
purport to represent what CommScope's  operations actually would have been or to
project CommScope's operating results for any future period.

The unaudited pro forma  information has been prepared  utilizing the historical
consolidated  statements of income of CommScope which were adjusted to reflect a
net debt level of $275 million at the  beginning of each period  presented at an
assumed weighted  average  borrowing rate of 6.35% plus the amortization of debt
issuance  costs  associated  with the new  borrowings  (see  Note 4).  Pro forma
earnings per share was  calculated by dividing the pro forma net income for each
period  presented  by  the  pro  forma  common  and  common   equivalent  shares
outstanding  for each period,  and assumes  that a total of 49.1 million  common
shares  outstanding  for basic  earnings per share and 49.2  million  common and
common  equivalent  shares  outstanding  for diluted  earnings  per share at the
Distribution Date were outstanding since January 1, 1997.

Giving effect to the  Distribution  as of January 1, 1997,  pro forma net income
for the Company for the three  months and the nine months  ended  September  30,
1997 would have been  $7,014  ($0.14 per basic and  diluted  share) and  $31,675
($0.65 per basic share and $0.64 per diluted share), respectively.

Below is a  reconciliation  of weighted  average common shares  outstanding  for
basic earnings per share to weighted average common and common equivalent shares
outstanding for diluted earnings per share:
<TABLE>
<CAPTION>
<S>                                                    <C>          <C>           <C>           <C>

                                                         Three      Nine Months      Three      Nine Months
                                                         Months        Ended         Months        Ended
                                                         Ended       September       Ended       September
                                                       September      30, 1998     September      30, 1997
                                                        30, 1998                    30, 1997
                                                      ------------- ------------- ------------- -------------


Average  number of common  shares  outstanding - for
basic earnings per share                                    49,196        49,169        49,108        49,106
Dilutive effect of employee stock options                      404           336           296           162
                                                      ============= ============= ============= =============
Average  number  of  common  and  common  equivalent
shares outstanding - for diluted earnings per share
                                                            49,600        49,505        49,404        49,268
                                                      ============= ============= ============= =============


</TABLE>




<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,
                                                     1998               1997
                                            ------------------ -----------------

Credit Agreement (as defined below)         $         203,000    $      255,000
                
Alabama State Industrial Development 
Authority Notes                                        10,800            10,800
                                            ------------------ -----------------
                                                      213,800           265,800
                                            ================== =================

On July 23,  1997 the  Company  entered  into a $350  million  revolving  credit
agreement with a group of banks (the "Credit  Agreement").  On the  Distribution
Date, CommScope initially borrowed $266 million under the Credit Agreement which
was  utilized  to  make a  dividend  payment  to  the  Distributing  Company  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.

5.    BUSINESS DIVESTITURES

     In February 1998,  the Company sold certain real and personal  property and
inventories of its high-temperature  aerospace and industrial cables business to
Alcatel for an adjusted price of $13 million.  The Company  recognized a pre-tax
gain from the sale of $2 million ($0.03 per share, net of tax effect).

6.  NEWLY ISSUED ACCOUNTING STANDARDS

In June 1997,  Statement  of  Financial  Accounting  Standard  ("SFAS") No. 130,
"Reporting  Comprehensive  Income",  was  issued.  SFAS  No.  130  will  require
disclosure  of  comprehensive  income (which is defined as "the change in equity
during a period excluding changes resulting from investments by shareholders and
distributions to  shareholders")  and its components.  SFAS No. 130 is effective
for fiscal years  beginning after December 15, 1997,  with  reclassification  of
comparative years required.  The Company plans to provide appropriate  financial
statement  disclosures  under SFAS No. 130 in its Form 10-K for the fiscal  year
ended  December 31, 1998. Had the new standard been applied for the three months
and nine months ended September 30, 1998,  comprehensive income would not differ
from  net  income  for  all  periods  presented  in the  condensed  consolidated
statements of income.

Also in June 1997,  SFAS No. 131,  "Disclosures  About Segments of an Enterprise
and Related Information", was issued. SFAS No. 131 is effective for fiscal years
beginning  after  December 15, 1997.  The Company  plans to provide  appropriate
financial  statement  disclosures  under  SFAS No.  131 in its Form 10-K for the
fiscal year ended  December  31,  1998.  SFAS No. 131  redefines  how  operating
segments  are  determined  and  requires  disclosure  of certain  financial  and
descriptive  information  about a company's  operating  segments.  Management is
currently  evaluating  the  effect  of SFAS  No.  131 on the  Company's  current
disclosures.

In June 1998, SFAS No. 133,  "Accounting for Derivative  Instruments and Hedging
Activities",  was issued.  SFAS No. 133  establishes  accounting  and  reporting
standards for derivative  instruments,  including certain derivative instruments
embedded in other contracts  (collectively  referred to as derivatives)  and for
hedging  activities.  The new standard  requires  that an entity  recognize  all
derivatives  as either  assets or  liabilities  in the  statement  of  financial
position and measure those  instruments at fair value. SFAS No. 133 is effective
for the Company beginning with the year ending December 31, 2000.  Management is
currently  evaluating  the  effects of SFAS No. 133 on the  Company's  financial
statements and current disclosures.


<PAGE>




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

7.    SUBSEQUENT EVENTS

     In October  1998,  the Company  signed a  definitive  agreement  to acquire
Alcatel's coaxial cable business in Seneffe, Belgium. The purchase price will be
finalized at the time of the  closing,  which is expected to occur in the fourth
quarter  of  1998,  and is  expected  to be in the  $20  to $25  million  range.
CommScope will also supply  Alcatel with its future  worldwide  requirements  of
CATV coaxial cable for a period of time to be determined.  The acquisition gives
CommScope access to established European distribution channels and complementary
coaxial cable technologies.



<PAGE>




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

The following  discussion and analysis is provided to increase the understanding
of, and should be read in conjunction with, the unaudited condensed consolidated
financial statements and accompanying notes included in this document as well as
the  audited  consolidated  financial  statements,  related  notes  thereto  and
management's  discussion  and  analysis of  financial  condition  and results of
operations for the year ended December 31, 1997 included in the Company's Annual
Report on Form 10-K. Unless otherwise  specified,  capitalized terms used herein
are  used  as  defined  in the  audited  consolidated  financial  statements  of
CommScope  for the year ended  December 31, 1997 or in the  unaudited  condensed
consolidated financial statements included in this document.

HIGHLIGHTS

CommScope reported net income of $11 million ($0.23 per basic and diluted share)
for the quarter  ended  September 30, 1998, an increase of $4 million (54%) from
the quarter ended  September 30, 1997  historical and pro forma net income of $7
million ($0.14 per basic and diluted share pro forma).

For the nine months ended September 30, 1998,  CommScope  reported net income of
$26 million ($0.53 per basic and diluted share),  a decrease of $9 million (24%)
from the nine months ended  September  30, 1997 net income of $35 million.  On a
pro forma basis, net income for the nine months ended September 30, 1997 was $32
million ($0.65 per basic share and $0.64 per diluted share).

Pro forma net  income  and  earnings  per share for 1997  reflect  the impact of
CommScope's new capital  structure  immediately  following the Distribution from
the  Distributing  Company  which  was  consummated  on the  Distribution  Date,
assuming  that all common stock issued and long term debt  borrowings  as of the
Distribution Date were outstanding since January 1, 1997.

Net income for the nine months  ended  September  30,  1998  includes a one-time
pre-tax gain of $2 million related to the sale of the Company's high-temperature
aerospace and industrial cables business. Excluding the gain, net income for the
nine months ended September 30, 1998 was $25 million ($0.50 per share).


        COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTH
         PERIODS ENDED SEPTEMBER 30, 1998 WITH THE THREE AND NINE MONTH
                        PERIODS ENDED SEPTEMBER 30, 1997

NET SALES

Net sales  for the third  quarter  and nine  months  ended  September  30,  1998
increased $3 million (2%) to $150 million and decreased $29 million (6%) to $426
million,  respectively,  from the comparable prior year periods. The decrease in
net sales for the nine month period of 1998 compared to 1997 is due primarily to
a significant  reduction in  international  sales due to the economic turmoil in
key overseas markets.

For the third  quarter and nine months ended  September  30, 1998  international
sales  decreased  by 20% and 35%,  respectively,  compared to the  corresponding
periods  in 1997,  driven by  reduced  sales in the  Asian  and  Latin  American
markets.  International  sales for the nine  months  ended  September  30,  1998
represented  24% of the Company's net sales  compared to 35% for the  comparable
period  of  1997.  However,  international  sales  for the  third  quarter  1998
increased by 7% over the second quarter 1998.

Net  sales to cable  television  and other  video  distribution  markets  ("CATV
Products")  for the third  quarter  and nine  months  ended  September  30, 1998
decreased $3 million (2%) to $119 million and $42 million (11%) to $336 million,
respectively,  from the comparable prior year periods. These decreases primarily
reflect the lower international sales in 1998 as compared to 1997. Domestically,
excluding sales to telephone companies,  sales of CATV Products increased by 13%
for the third quarter of 1998 compared to the third quarter of 1997.

Net sales for local area network and other data  applications  ("LAN  Products")
for the third  quarter and nine months  ended  September  30, 1998  decreased $1
million  (6%) to $17  million and  increased  $5 million  (10%) to $60  million,
respectively, over the comparable prior year periods. The sales decrease for LAN
Products in the third  quarter of 1998 is due to  unanticipated  high  inventory
levels of LAN cables by customers which  temporarily  delayed sales. The Company
expects a return to more normal customer  inventory levels as early as the first
quarter of 1999.  The sales  increase for the nine month period of 1998 compared
to 1997 is due to  continued  growth of the LAN  Product  business.  The Company
continues  to  capture  market  share  through  the  continued  development  and
marketing of  high-performance  cable, such as the UltraMedia (TM) cable,  which
supports gigabit transmission and exceeds the highest industry standards.

Sales of other  cable  products  for the third  quarter  and nine  months  ended
September 30, 1998 were $14 million and $30 million,  respectively,  as compared
to $7 million and $22 million for the comparable periods in 1997.

GROSS PROFIT (NET SALES LESS COST OF SALES)

Gross profit for the third quarter and nine months ended  September 30, 1998 was
$37  million  and $98  million,  respectively,  compared to $32 million and $110
million for the comparable prior year periods, an increase of 17% and a decrease
of 12%, respectively, for each period. The lower gross profit for the nine month
period of 1998  compared to 1997 is primarily  the result of the lower sales and
slightly  lower selling  prices for CATV  Products due to a competitive  pricing
environment.  Lower overhead costs in the nine month period ended  September 30,
1997,  driven  primarily  by reduced  warranty-related  provisions  due to lower
expectations of claims,  contributed  partially to the higher 1997 gross profit.
The increase in gross profit for the third  quarter of 1998  compared to 1997 is
due to slightly higher sales and other factors discussed below.

As a percentage  of sales,  gross profit  declined  from 24% for the nine months
ended September 30, 1997 to 23% for the comparable period of 1998. For the third
quarter 1998,  gross profit as a percentage of sales was 25% compared to 22% for
the third quarter 1997 and 23% for the second quarter of 1998.

During the last half of fiscal 1997 gross  profit  percentages  were  negatively
affected by  competitive  pricing  issues in the  marketplace  which reduced the
average  selling  price of the Company's  products.  Domestic  pricing  remained
relatively  stable during the first three quarters of 1998.  The  improvement in
gross profit  percentages  also  reflects the impact of the  Company's  focus on
engineered  cost savings and  manufacturing  efficiencies  which have positively
impacted  gross  profits in the second and third  quarter of 1998.  The  Company
expects gross margins to remain  relatively stable in the fourth quarter of 1998
with the potential to expand  modestly in 1999,  assuming  selling prices remain
stable.

SELLING, GENERAL AND ADMINISTRATIVE

Selling,  general and administrative  ("SG&A") expense for the third quarter and
nine  months  ended  September  30,  1998  was  $13  million  and  $39  million,
respectively,  compared to $13 million  and $37  million  during the  comparable
periods in 1997. As a percentage of net sales, SG&A expense was 9% for the third
quarter and nine months ended September 30, 1998,  compared to 9% and 8% for the
comparable periods in 1997.

RESEARCH AND DEVELOPMENT

Research and development  expense as a percentage of net sales was 1% during all
periods presented.  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.


<PAGE>




OTHER INCOME, NET

     In February 1998,  the Company sold certain real and personal  property and
inventories of its high-temperature  aerospace and industrial cables business to
Alcatel for an adjusted price of $13 million.  The Company  recognized a pre-tax
gain from the sale of $2 million ($0.03 per share, net of tax effect).

INTEREST EXPENSE

Interest expense for the third quarter and nine months ended September 30, 1998,
totaling $4 million and $12 million,  respectively,  represents  actual interest
incurred  on  outstanding  borrowings  under the  Company's  credit  facilities.
Interest  expense for the third quarter and nine months ended September 30, 1997
represents an allocation of net interest expense from the Distributing  Company,
which was based upon  CommScope's  net assets as a  percentage  of the total net
assets of the Distributing  Company,  through the  Distribution  Date and actual
interest incurred on outstanding borrowings after the Distribution Date.

Pro forma net  interest  expense for the third  quarter  and nine  months  ended
September 30, 1997, totaling $5 million and $14 million, respectively,  reflects
the historical  interest  expense of the Company  adjusted to reflect a net debt
level of $275 million at the beginning of 1997 presented at an assumed  weighted
average  borrowing  rate of 6.35% plus the  amortization  of debt issuance costs
associated with the new borrowings incurred at the Distribution. These pro forma
net interest costs are not  necessarily  indicative of what the actual  interest
costs would have been had CommScope operated as a separate,  stand-alone entity.
The reduction in actual  interest costs during 1998 as compared to the pro forma
interest  costs for the  comparable  periods of 1997 is due to the  reduction in
borrowings under the Company's credit facility since the Distribution.

INCOME TAXES

The  effective  tax rate was 36% for the third  quarter  and nine  months  ended
September 30, 1998 and 38% for the comparable periods of 1997. The provision for
income  taxes for the three and nine months  ended  September  30, 1997 has been
determined as if the Company had filed separate tax returns under its previously
existing  structure as an indirect wholly owned  subsidiary of the  Distributing
Company.

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operations was $59 million for the nine months ended  September
30,  1998  compared  to $51 million for the  comparable  prior year  period,  an
increase of $8 million or 14%. This increase primarily results from lower levels
of working capital at September 30, 1998 as compared to December 31, 1997.

Working  capital was $98 million at September  30, 1998 compared to $113 million
at December 31, 1997, a decrease of $15 million, or 14%. The decrease in working
capital is due to lower inventory levels and an increase in accounts payable and
accrued  liabilities  offset  partially  by an increase in accounts  receivable.
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, 1998 the Company invested $16 million
in equipment and facilities compared to $25 million for the comparable period in
1997. The capital spending in each period was primarily attributable to capacity
expansion,  particularly  for LAN  Products,  equipment  upgrades  and  vertical
integration  projects to meet increased current and anticipated  future business
demands.  During the nine months ended  September 30, 1998 the Company  received
initial cash proceeds of $10 million related to the sale of its high temperature
aerospace and industrial cables business.

The Company's  principal sources of liquidity both on a short-term and long-term
basis are cash flows provided by operations and funds  available under long-term
credit  facilities.  During the nine months ended September 30, 1998 the Company
repaid $52 million under its revolving credit facility.  Based upon its analysis
of the Company's consolidated financial position and the expected results of its
operations  in the  future,  management  believes  that the  Company  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.
There can be no assurance, however, that future industry-specific  developments,
general  economic  trends or other  situations  will not  adversely  affect  the
Company's operations or its ability to meet its cash requirements.

In the normal course of business,  CommScope uses various financial instruments,
including  derivative  financial  instruments,  for purposes other than trading.
Non-derivative  financial  instruments include letters of credit and commitments
to extend credit  (accounts  receivable).  The Company  controls its exposure to
credit risk associated with its financial  instruments through credit approvals,
credit limits and monitoring procedures.  At September 30, 1998, in management's
opinion,  CommScope  did not have any  significant  exposure  to any  individual
customer or counter-party,  nor did CommScope have any significant concentration
of credit risk related to any financial instrument.

Derivative financial  instruments  utilized by CommScope,  which are not entered
into for speculative  purposes,  include  commodity pricing  contracts,  foreign
currency exchange  contracts,  and contracts hedging exposure to interest rates.
At September 30, 1998, the Company  evaluated its commodity  pricing and foreign
currency exchange  exposures and concluded that it was not currently  beneficial
to use  financial  instruments  to hedge its current  positions  with respect to
those  exposures.  As of October 20, 1998, the Company had entered into interest
rate swap agreements to effectively  convert an aggregate amount of $100 million
of outstanding  variable-rate  borrowings to a fixed-rate  basis.  Contracts for
notional  amounts of $50 million  each  expire in April 1999 and  October  2001,
respectively.  Under the agreements,  interest  settlement payments will be made
quarterly  based upon the spread  between  the three  month  LIBOR,  as adjusted
quarterly,  and fixed rates of 5.79% and 4.81%,  respectively.  Net  payments or
receipts  resulting  from the swap  agreements  are recorded as  adjustments  to
interest expense in each quarter.

At  September  30,  1998,  the  weighted  average  effective  interest  rate  on
outstanding borrowings and associated credit fees under the Credit Agreement and
the Alabama State Industrial Development Authority Notes was 6.7%.

NEWLY ISSUED ACCOUNTING STANDARDS

In June 1997,  Statement  of  Financial  Accounting  Standard  ("SFAS") No. 130,
"Reporting  Comprehensive  Income",  was  issued.  SFAS  No.  130  will  require
disclosure  of  comprehensive  income (which is defined as "the change in equity
during a period excluding changes resulting from investments by shareholders and
distributions to  shareholders")  and its components.  SFAS No. 130 is effective
for fiscal years  beginning after December 15, 1997,  with  reclassification  of
comparative years required.  The Company plans to provide appropriate  financial
statement  disclosures  under SFAS No. 130 in its Form 10-K for the fiscal  year
ended  December 31, 1998. Had the new standard been applied for the three months
and nine months ended September 30, 1998,  comprehensive income would not differ
from  net  income  for  all  periods  presented  in the  condensed  consolidated
statements of income.

Also in June 1997,  SFAS No. 131,  "Disclosures  About Segments of an Enterprise
and Related Information", was issued. SFAS No. 131 is effective for fiscal years
beginning  after  December 15, 1997.  The Company  plans to provide  appropriate
financial  statement  disclosures  under  SFAS No.  131 in its Form 10-K for the
fiscal year ended  December  31,  1998.  SFAS No. 131  redefines  how  operating
segments  are  determined  and  requires  disclosure  of certain  financial  and
descriptive  information  about a company's  operating  segments.  Management is
currently  evaluating  the  effect  of SFAS  No.  131 on the  Company's  current
disclosures.

In June 1998, SFAS No. 133,  "Accounting for Derivative  Instruments and Hedging
Activities",  was issued.  SFAS No. 133  establishes  accounting  and  reporting
standards for derivative  instruments,  including certain derivative instruments
embedded in other contracts  (collectively  referred to as derivatives)  and for
hedging  activities.  The new standard  requires  that an entity  recognize  all
derivatives  as either  assets or  liabilities  in the  statement  of  financial
position and measure those  instruments at fair value. SFAS No. 133 is effective
for the Company beginning with the year ending December 31, 2000.  Management is
currently  evaluating  the  effects of SFAS No. 133 on the  Company's  financial
statements and current disclosures.

YEAR 2000

     CommScope  is  currently  addressing  an issue  common to most  companies -
ensuring  that  its  existing   information   technology   ("IT")   systems  and
applications  and other non-IT  control  devices are suitable for  continued use
into and beyond  the Year 2000.  Many IT  systems  and  applications  and non-IT
control  devices  utilized by the Company use only two digits to identify a year
in the date field - and  accordingly may recognize a date using "00" as the Year
1900 or some other date rather than the Year 2000.  Failure to make  appropriate
modifications  or upgrades to  critical IT systems and  applications  and non-IT
control  devices  could result in a system  failure or  miscalculations  causing
significant  disruptions  to  operations.  Third  parties  with whom the Company
interacts also employ various computer systems with similar Year 2000 compliance
issues.  Failure by third  parties  to  adequately  address  their own Year 2000
compliance issues exposes the Company to business risks such as a reduced demand
for the Company's products or the lack of availability of critical raw materials
or services  required for  manufacturing  the  Company's  products.  CommScope's
products   themselves  -  high  performance,   high  bandwidth  cables  for  the
telecommunications  industry - are not  affected by the Year 2000  problem.  The
Year  2000  compliance  discussion  below  is  based  on  information  currently
available to the Company. Readers are cautioned that forward-looking  statements
contained  in the Year  2000  section  should  be read in  conjunction  with the
Company's disclosures under the heading "Forward-Looking Statements".

To  address  the Year  2000  compliance  issue,  the  Company  has  appointed  a
corporate-wide  Year 2000  compliance  project  team  which is  responsible  for
coordinating the identification, evaluation, and implementation of changes to IT
systems and applications and non-IT control devices  necessary to achieve a Year
2000  date   conversion.   The  Year  2000  compliance   project  team  is  also
investigating  significant third parties to determine the effectiveness of their
efforts toward achieving Year 2000 compliance.

     The Year 2000 compliance project team has designed a systematic methodology
toward  addressing  the  Year  2000  compliance  issue,   which  includes:   (1)
identification  and evaluation of IT systems and applications and non-IT control
devices with Year 2000 compliance  issues;  (2)  implementation of changes to IT
systems  and  applications  and non-IT  control  devices  to  achieve  Year 2000
compliance;  (3)  testing of the  corrective  actions  taken to ensure Year 2000
compliance for the identified systems;  and (4) development of contingency plans
in the event of the failure of third parties to become Year 2000 compliant.

     A database  of  internal IT systems  and  applications  and non-IT  control
devices  which  rely on  date-sensitive  computer  logic has been  developed  to
provide a  starting  framework  from  which to address  the  significant  issues
related to Year 2000 compliance. Each of these systems, applications and devices
is being classified as a priority A, B, or C issue.  Both A and B priority items
are deemed as critical systems which must be modified or upgraded into Year 2000
compliance.  Priority C items are  non-critical IT and non-IT systems which will
be upgraded into Year 2000 compliance  upon completion of the  modification of A
and B priority items.

     The Year 2000  compliance  project team has also  accumulated a database of
significant  third parties.  Each of these third parties is being  contacted and
asked to provide  responses which will allow the Company to assess their ability
to achieve  Year 2000  compliance.  The Company will also  evaluate  third party
compliance  through  internal  testing,  where  feasible,  to  verify  that  the
modifications are effective.

     Modifications  to most  written  programs  for IT systems and  applications
(which  initially  were  developed  in-house)  have been in  progress by Company
personnel  since  early  1997.Substantially  all  IT  systems  and  applications
acquired  from  external  sources  are being  upgraded  to Year  2000  compliant
versions  (if they are not  already)  through  system  upgrades  or through  the
purchase of new systems.  It is expected  that the Company will achieve 70% Year
2000 compliance for critical  internal IT systems and applications by the end of
1998, with 100% Year 2000 compliance by the third quarter of 1999. Virtually all
critical non-IT systems  (including a variety of equipment  control devices) are
currently being modified for Year 2000 compliance  through upgrades to Year 2000
compliant devices.

     The Company plans to test the effectiveness of corrective  actions taken to
achieve  Year 2000  compliance  during  1999,  but to date it has not  performed
compliance  testing on systems or applications for which Year 2000 modifications
have been made. As compliance  testing is completed and a full assessment of the
risks from potential  Year 2000 systems  failures can be made, the Company plans
to develop Year 2000 contingency  plans.  These contingency plans will factor in
business and operating decisions related to the potential failure of significant
third parties to become Year 2000 compliant.

The Company  currently  does not believe that the costs of addressing  Year 2000
compliance  issues  will be  material  to  CommScope's  results  of  operations,
financial condition or cash flows. The Company estimates that, through September
30, 1998, it has spent $250,000 to remediate Year 2000 compliance  issues for IT
systems and applications and $100,000 for non-IT devices. Future expenditures to
remediate Year 2000 compliance issues are currently estimated at $500,000 for IT
systems and  applications  and  $500,000  for non-IT  devices.  All  anticipated
expenditures  are  expected  to be  financed  through  cash  flows  from  future
operations.

The Company believes that the corrective actions implemented under the direction
of the Year 2000 compliance  project team will be completed on a timely basis in
a  cost-effective  manner to ensure that the Company's  internal systems will be
operational  and  suitable  for  continued  use in the Year 2000 and beyond.  In
addition,  the Company believes that significant  third parties will become Year
2000  compliant  or  that  adequate  contingency  plans  will be  developed  and
implemented to ensure minimal business interruption to the Company's operations.
However,  there can be no guarantee that problems associated with system failure
or deficient system operation due to Year 2000 compliance issues will not result
in an interruption  in, or a failure of, certain normal  business  activities or
operations.  Such failures could  materially and adversely  affect the Company's
results of operations, liquidity and financial condition.

SUBSEQUENT EVENTS

     In October  1998,  the Company  signed a  definitive  agreement  to acquire
Alcatel's coaxial cable business in Seneffe, Belgium. The purchase price will be
finalized at the time of the  closing,  which is expected to occur in the fourth
quarter  of  1998,  and is  expected  to be in the  $20  to $25  million  range.
CommScope will also supply  Alcatel with its future  worldwide  requirements  of
CATV coaxial cable for a period of time to be determined.  The acquisition gives
CommScope access to established European distribution channels and complementary
coaxial cable technologies.

FORWARD-LOOKING STATEMENTS

Certain  statements in this Form 10-Q which are other than historical  facts are
intended to be "forward-looking statements" within the meaning of the Securities
Exchange Act of 1934, the Private  Securities  Litigation Reform Act of 1995 and
other related laws. These forward-looking statements are identified by their use
of  such  terms  and  phrases  as  "intends",   "intend",   "intended",  "goal",
"estimate", "estimates", "expects", "expect", "expected", "project", "projects",
"projected",  "projections",  "plans", "anticipates",  "anticipated",  "should",
"designed to", "foreseeable future",  "believe",  "believes" and "scheduled" and
similar  expressions.   These  statements  are  subject  to  various  risks  and
uncertainties, many of which are outside the control of the Company, such as the
level of market demand for the Company's products,  competitive  pressures,  the
ability  to  achieve   reductions   in  costs  and  to  continue  to   integrate
acquisitions,  price fluctuations of materials and the potential  unavailability
thereof,    foreign   currency   fluctuations,    technological    obsolescence,
international  economic and political  uncertainties  and other specific factors
discussed  in Exhibit 99 to this Form 10-Q.  The  information  contained in this
Form 10-Q  represents  the  Company's  best  judgment at the date of this report
based on information  currently available.  However, the Company does not intend
to update this information to reflect developments or information obtained after
the date of this report and disclaims any legal obligation to do so.



<PAGE>





                           PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  Exhibit No.

                  27        Financial Data Schedule
                  99       Forward-Looking Information


         (b) Reports on Form 8-K filed during the three  months ended  September
             30, 1998:

                           None


<PAGE>




                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                                     COMMSCOPE, INC.

November 3, 1998                                     /s/ Jearld L. Leonhardt
Date                                                 Jearld L. Leonhardt
                                                     Executive  Vice  President,
                                                     Finance and  Administration
                                                     Signing    both    in   his
                                                     capacity as Executive  Vice
                                                     President  on behalf of the
                                                     Registrant   and  as  Chief
                                                     Financial  Officer  of  the
                                                     Registrant