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, 1995

                                       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 1-5442

                         General Instrument Corporation
                         ------------------------------
             (Exact name of registrant as specified in its charter)

                  Delaware                            13-3575653
                  --------                            ----------
      (State or other jurisdiction of               (I.R.S. Employer
       incorporation or organization)                Identification No.)

                181 West Madison Street, Chicago, Illinois 60602
                ------------------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (312) 541-5000
                                 --------------
              (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  November  1,  1995  there  were  125,776,052   shares  of  Common  Stock
outstanding.


<PAGE>
<TABLE>



                                     PART I
                             FINANCIAL INFORMATION

                         GENERAL INSTRUMENT CORPORATION
                          CONSOLIDATED BALANCE SHEETS
                       (In Thousands, Except Share Data)


                                     ASSETS
<CAPTION>

                                                                                                (Unaudited)
                                                                                               September 30,            December 31,
                                                                                                    1995                    1994
                                                                                                ------------            ------------
<S>                                                                                               <C>                     <C>       
CURRENT ASSETS:
Cash and cash equivalents ..........................................................              $   20,025              $    5,128
Accounts receivable, less allowance for doubtful
     accounts of $14,965 and $7,582, respectively ..................................                 322,762                 306,754
Inventories ........................................................................                 306,847                 214,180
Prepaid expenses and other current assets ..........................................                  33,875                  22,256
Deferred income taxes ..............................................................                 113,423                  93,446
                                                                                                  ----------              ----------
     Total current assets ..........................................................                 796,932                 641,764

Property, plant and equipment - net ................................................                 402,116                 343,868
Intangibles, less accumulated amortization of $90,585
     and $78,460, respectively .....................................................                 150,716                 161,410
Excess of cost over fair value of net assets acquired,
     less accumulated amortization of $129,478 and
     $110,952, respectively ........................................................                 862,561                 904,184
Investments and other assets .......................................................                  14,434                  10,113
Deferred income taxes, net of valuation allowance ..................................                  19,840                  29,238
Deferred financing costs, less accumulated
     amortization of $26,848 and $22,980, respectively .............................                  14,506                  18,374
                                                                                                  ----------              ----------
TOTAL ASSETS .......................................................................              $2,261,105              $2,108,951
                                                                                                  ==========              ==========



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


                         GENERAL INSTRUMENT CORPORATION
                          CONSOLIDATED BALANCE SHEETS
                       (In Thousands, Except Share Data)


                      LIABILITIES AND STOCKHOLDERS' EQUITY
<CAPTION>

                                                                                                  (Unaudited)
                                                                                                 September 30,          December 31,
                                                                                                      1995                  1994
                                                                                                  ------------          ------------
<S>                                                                                              <C>                  <C>          
CURRENT LIABILITIES:
Accounts payable .........................................................................       $     204,056        $     162,529
Accrued interest payable .................................................................               9,927                2,737
Income taxes payable .....................................................................              57,512               52,670
Accrued liabilities ......................................................................             212,407              208,383
Current portion of long-term debt ........................................................               4,310                2,155
                                                                                                    ----------            ----------
     Total current liabilities ...........................................................             488,212              428,474
                                                                                                    ----------            ----------

Deferred income taxes ....................................................................              16,968               21,990
                                                                                                    ----------            ----------
Long-term debt ...........................................................................             709,324              794,694
                                                                                                    ----------            ----------
Other non-current liabilities ............................................................             189,616              186,615
                                                                                                    ----------            ----------
Commitments and contingencies

Stockholders' equity:
Preferred Stock, $.01 par value; 20,000,000 shares
    authorized; no shares issued .........................................................                --                   --
Common Stock, $.01 par value; 400,000,000 shares authorized; 125,773,745 and
    122,231,348 issued at September 30, 1995 and December 31, 1994, respectively .........               1,258                1,222
Additional paid-in capital ...............................................................             660,268              543,728
Retained earnings ........................................................................             202,849              132,634
                                                                                                    ----------            ----------
                                                                                                       864,375              677,584
Less - Treasury  stock,  at cost,  229,011 and 11,259  shares of Common Stock at
     September 30, 1995 and December 31, 1994, respectively ..............................              (7,246)                 (17)
     Unearned compensation ...............................................................                (144)                (389)
                                                                                                    ----------            ----------
     Total stockholders' equity ..........................................................             856,985              677,178
                                                                                                    ----------            ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                       $   2,261,105        $   2,108,951
                                                                                                 =============        =============



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


                         GENERAL INSTRUMENT CORPORATION
                     CONSOLIDATED STATEMENTS OF OPERATIONS
          (Unaudited - In Thousands, Except Earnings (Loss) Per Share)
<CAPTION>


                                                                           Three Months Ended                Nine Months Ended
                                                                              September 30,                    September 30,
                                                                            1995            1994            1995            1994
                                                                       ------------    ------------    ------------    ------------

<S>                                                                     <C>             <C>             <C>             <C>        
NET SALES ..........................................................   $    563,251    $    554,750    $  1,783,606    $  1,496,054
                                                                       ------------    ------------    ------------    ------------

OPERATING COSTS AND EXPENSES:
    Cost of sales ..................................................        383,808         389,380       1,217,961       1,026,618
    Selling, general and administrative ............................         55,255          47,335         178,167         131,897
    Research and development .......................................         34,567          28,677         105,342          81,575
    Purchased in-process technology ................................        139,860            --           139,860            --
    Amortization of excess of cost over fair value
       of net assets acquired ......................................          6,175           6,385          18,526          19,209
                                                                       ------------    ------------    ------------    ------------
         Total operating costs and expenses ........................        619,665         471,777       1,659,856       1,259,299
                                                                       ------------    ------------    ------------    ------------

OPERATING INCOME (LOSS) ............................................        (56,414)         82,973         123,750         236,755
Other expense, net .................................................           (510)         (2,409)         (1,366)         (5,416)
Interest expense, net ..............................................        (11,645)        (13,696)        (37,015)        (40,271)
                                                                       ------------    ------------    ------------    ------------
INCOME (LOSS) BEFORE INCOME TAXES
   AND CUMULATIVE EFFECT OF A
   CHANGE IN ACCOUNTING PRINCIPLE ..................................        (68,569)         66,868          85,369         191,068
(Provision) benefit for income taxes ...............................         27,677         (10,087)        (15,154)        (29,384)
                                                                       ------------    ------------    ------------    ------------

INCOME (LOSS) BEFORE CUMULATIVE EFFECT
    OF A CHANGE IN ACCOUNTING PRINCIPLE ............................        (40,892)         56,781          70,215         161,684
Cumulative effect of a change in accounting principle ..............           --              --              --            (1,917)
                                                                       ------------    ------------    ------------    ------------
NET INCOME (LOSS) ..................................................   $    (40,892)   $     56,781    $     70,215    $    159,767
                                                                       ============    ============    ============    ============


Weighted Average Shares Outstanding ................................        124,333         123,639         123,791         123,257

Earnings (Loss) per share
  Primary:
       Income (loss) before cumulative effect of a change
            in accounting principle ................................   $      (0.33)   $       0.46    $       0.57    $       1.31

       Cumulative effect of a change in accounting principle .......           --              --              --      $      (0.01)
                                                                       ------------    ------------    ------------    ------------

       Net income (loss) ...........................................   $      (0.33)   $       0.46    $       0.57    $       1.30
                                                                       ============    ============    ============    ============

  Fully Diluted:
       Income (loss) before cumulative effect of a change
            in accounting principle ................................   $      (0.33)   $       0.44    $       0.57    $       1.25

       Cumulative effect of a change in accounting principle .......           --              --              --      $      (0.01)
                                                                       ------------    ------------    ------------    ------------

       Net income (loss) ...........................................   $      (0.33)   $       0.44    $       0.57    $       1.24
                                                                       ============    ============    ============    ============
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>



                         GENERAL INSTRUMENT CORPORATION
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                           (Unaudited - In Thousands)
<CAPTION>



                                                                                                                             Total
                                                                       Additional                  Common       Unearned     Stock-
                                                   Common Stock          Paid-In     Retained     Stock in       Compen-    holders'
                                                Shares       Amount      Capital     Earnings     Treasury       sation      Equity
                                               --------    ---------   ----------   ---------    ---------    ----------   ---------
<S>                                             <C>        <C>          <C>         <C>          <C>          <C>          <C>      
BALANCE, DECEMBER 31, 1994 ................     122,231    $   1,222    $ 543,728   $ 132,634    $     (17)   $    (389)   $ 677,178
Net income for the nine months
  ended September 30, 1995 ................                                            70,215                                 70,215
Exercise of stock options .................       1,077           11       17,283                                             17,294
Stock issued for business acquisition .....       2,465           25       92,052                   (7,229)                   84,848
Tax benefit from exercise of
  stock options ...........................                                 8,290                                              8,290
Costs associated with the sale /
   issuance of Common Stock ...............                                (1,100)                                           (1,100)
Amortization of unearned
   compensation ...........................                                                                         245          245
Conversion of Convertible Junior
   Subordinated Notes .....................           1                        15                                                 15

                                                -------    ---------    ---------   ---------    ---------    ---------    ---------
BALANCE, SEPTEMBER 30, 1995 ...............     125,774    $   1,258    $ 660,268   $ 202,849    $  (7,246)   $    (144)   $ 856,985
                                                =======    =========    =========   =========    =========    =========    =========


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

<TABLE>


                         GENERAL INSTRUMENT CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Unaudited - In Thousands)
<CAPTION>


                                                                                                         Nine Months Ended
                                                                                                            September 30,
                                                                                                    1995                     1994
                                                                                                 ----------               ----------
<S>                                                                                               <C>                     <C>      
      
OPERATING ACTIVITIES:
 Net income ........................................................................              $  70,215               $ 159,767
 Adjustments to reconcile net income to
  net cash provided by operating activities:
    Depreciation and amortization ..................................................                 80,795                  71,060
    Purchased in-process technology, net ...........................................                 90,000                    --
    Accounts receivable ............................................................                (10,008)               (113,560)
    Inventories ....................................................................                (92,667)                (67,555)
    Prepaid expenses and other current assets ......................................                (11,593)                 (7,865)
    Deferred income taxes ..........................................................                 (1,411)                    639
    Accounts payable, income taxes payable and other
      accrued liabilities ..........................................................                 69,939                  58,948
    Other non-current liabilities ..................................................                 (4,242)                 16,420
    Other ..........................................................................                 (3,188)                    776
                                                                                                  ---------               ---------
Net cash provided by operating activities ..........................................                187,840                 118,630
                                                                                                  ---------               ---------

INVESTMENT ACTIVITIES:
    Proceeds from sale of assets ...................................................                   --                     6,799
    Additions to fixed assets - net ................................................               (102,305)                (90,003)
    Investments in other assets ....................................................                   (906)                   --
    Acquisition of Next Level Communications, net
      of cash acquired of $3,800 (See Note 6) ......................................                 (2,775)                   --
                                                                                                  ---------               ---------
Net cash used in investment activities .............................................               (105,986)                (83,204)
                                                                                                  ---------               ---------

FINANCING ACTIVITIES:
    Costs associated with the sale of Common Stock .................................                 (1,051)                   (400)
    Proceeds from the issuance of Flexible Term Notes ..............................                 10,800                    --
    Repayments of debt .............................................................                   --                   (16,605)
    Net repayments of revolving credit facilities ..................................                (94,000)                (12,750)
    Proceeds from stock options ....................................................                 17,294                   5,167
                                                                                                  ---------               ---------
Net cash used in financing activities ..............................................                (66,957)                (24,588)
                                                                                                  ---------               ---------
Increase in cash and cash equivalents ..............................................                 14,897                  10,838
Cash and cash equivalents, beginning of the period .................................                  5,128                   5,584
                                                                                                  ---------               ---------
Cash and cash equivalents, end of the period .......................................              $  20,025               $  16,422
                                                                                                  =========               =========

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


                         GENERAL INSTRUMENT CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                     (In Thousands, Unless Otherwise Noted)

1.  BASIS OF PRESENTATION

The  consolidated  balance  sheet as of  September  30, 1995,  the  consolidated
statements of operations for the three and nine months ended  September 30, 1995
and 1994,  the  consolidated  statements of cash flows for the nine months ended
September  30, 1995 and 1994 and the  consolidated  statement  of  stockholders'
equity for the nine  months  ended  September  30,  1995 of  General  Instrument
Corporation  (the  "Company")  are  unaudited and reflect all  adjustments  of a
normal recurring nature which are, in the opinion of management, necessary for a
fair  presentation  of the interim period  financial  statements.  There were no
adjustments of a non-recurring  nature recorded during the three and nine months
ended  September 30, 1995 and 1994,  except for certain  items  disclosed in the
notes to these consolidated  financial statements.  These consolidated financial
statements  should be read in conjunction  with the Company's  December 31, 1994
financial statements.

Certain  reclassifications  have  been  made  to the  comparative  prior  period
financial statements to conform to the current period presentation.

2.  INVENTORIES

  Inventories consist of:
                                   September 30, 1995         December 31, 1994
                                   ------------------         -----------------
     Raw materials                      $134,110                   $ 81,987

     Work in process                      25,090                     25,822

     Finished goods                      147,647                    106,371
                                        --------                  ---------

     Inventories                        $306,847                   $214,180
                                        ========                   ========

3. LONG-TERM DEBT

Long-term debt consists of:
                                   September 30, 1995         December 31, 1994
Senior indebtedness:               ------------------         -----------------

     Revolving credit facilities        $146,000                  $240,000

     Taiwan loan                          56,849                    56,849

     Flexible term notes                  10,800                         -

     Convertible junior
         subordinated notes              499,985                   500,000
                                        --------                  --------

     Total                               713,634                   796,849

     Less current maturities               4,310                     2,155
                                        --------                  --------

Long-term debt                          $709,324                  $794,694
                                        ========                  ========
<PAGE>



In January 1995,  CommScope,  Inc., an indirect  wholly-owned  subsidiary of the
Company,  entered into an $11 million  loan  agreement  in  connection  with the
issuance of notes by the Alabama State  Industrial  Development  Authority  (the
"Flexible  Term Notes").  Borrowings  under the loan  agreement bear interest at
variable  rates based upon current market  conditions for short-term  financing.
The loan  agreement  will  mature on January 1, 2015 and any  remaining  amounts
outstanding under the Flexible Term Notes will be due and payable on that date.


4. INCOME TAXES

The  (provision)/benefit  for income  taxes for the three and nine months  ended
September  30, 1995 is based on the Company's  expected  annual  effective  rate
adjusted  for a $12  million  credit for the  settlement  of certain tax matters
recorded during the three months ended March 31, 1995 and a $50 million non-cash
tax benefit associated with the write-off of in-process technology in connection
with the acquisition of Next Level Communications during September 1995.


5. STOCKHOLDERS' EQUITY

In April 1995,  affiliates  of  Forstmann  Little & Co. and certain  current and
former  directors of the Company  sold an  aggregate  of 15.6 million  shares of
Common Stock in a public  offering.  The Company  received no proceeds from such
offering.

In  April  1995,  the  stockholders  approved  an  amendment  to  the  Company's
Certificate of Incorporation  which increased the number of authorized shares of
Common Stock from 175 million to 400 million.


6. BUSINESS ACQUISITION

In September 1995, the Company  acquired all of the  outstanding  shares of Next
Level   Communications   ("NLC")  not  previously  owned  and  assumed  all  its
outstanding  options  and  warrants.  The total  purchase  price of $91  million
consisted of  approximately  2.2 million  common shares of the Company valued at
$75 million, Company stock options valued at $10 million and $6 million in cash.
NLC is involved  with the  development  of a next  generation  broadband  access
system utilizing switched-digital video technology.  Using NLC's technology, the
Company intends to provide transport and network management products to regional
telephone   companies   for  the   delivery  of  video,   voice  and  data  over
"fiber-to-the-curb" networks.

The acquisition was accounted for as a purchase and,  accordingly,  the acquired
assets and liabilities  were recorded at their estimated fair values at the date
of acquisition.  The purchase price of $91 million, plus the $2 million of costs
directly attributable to the completion of the acquisition,  have been allocated
to the assets and liabilities  acquired.  Approximately $90 million of the total
purchase price  represented  the value,  net of deferred  income taxes, of NLC's
in-process technology. Since technological feasibility has not yet been achieved
and there is no alternative  future use for the technology being developed,  the
amounts allocated to the in-process technology were expensed concurrent with the
purchase.  The  non-recurring  net-of-tax  charge of $90 million  included  $140
million associated with this technology charged to operating income, offset by a
non-cash tax benefit of $50 million.


7. SUBSEQUENT EVENT

In October  1995,  the Company and certain of its  officers and  directors  were
named as defendants in several  complaints  filed as purported  class actions in
the United States District Courts for the Eastern  District of Pennsylvania  and
the Northern District of Illinois which allege that the Company violated federal
securities  laws by  making  false  and  misleading  statements  concerning  the
Company's business. The complaints do not state specified damage amounts and the
outcome or  potential  liability,  if any, is not yet  determinable.  Management
believes the  complaints  are without merit and intends to contest these actions
vigorously.
<PAGE>


                         GENERAL INSTRUMENT CORPORATION
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                             (DOLLARS IN MILLIONS)

NET SALES
---------
Net sales for the three months ended  September 30, 1995 ("Third  Quarter 1995")
were $563 compared to $555 in the three months ended  September 30, 1994 ("Third
Quarter  1994"),  an  increase  of $8, or 2%. Net sales were  $1,784 in the nine
months  ended  September  30, 1995  compared to $1,496 in the nine months  ended
September 30, 1994, an increase of $288, or 19%.

Broadband  Communications  sales of $454  decreased $18, or 4%, in Third Quarter
1995 and increased  $205,  or 16%, to $1,472 in the nine months ended  September
30, 1995, over the comparable 1994 periods. Sales for the quarter decreased as a
result of lower shipments of cable  television  electronics and C-band satellite
systems,  partially  offset by higher shipments of PRIMESTAR  digital  satellite
consumer  receivers.  Sales in Third Quarter 1995 were  adversely  affected by a
general slow down in spending by U.S. cable television  operators  primarily due
to   uncertainty   from   the   delay   in   enacting   proposed    far-reaching
telecommunications reform legislation. Sales for the nine months ended September
30,  1995  increased  primarily  as  a  result  of  increased  sales  volume  of
DigiCipher(TM)  digital  compression  products,   distribution  electronics  and
CommScope  cable  products,  partially  offset  by  decreased  sales  of  C-band
satellite systems. The higher sales volume primarily reflects  commercialization
of digital broadband  systems and deployment of new cable television  systems in
international markets. International sales of cable television products in Third
Quarter 1995 were  consistent  with Third Quarter 1994 and increased 32% for the
nine months  ended  September  30, 1995 over the  comparable  1994  period.  The
increased  DigiCipher(TM)  digital  compression  product sales in 1995 consisted
primarily of sales of digital consumer receivers to PRIMESTAR Partners. In 1994,
the  Company  had  significant  sales of  VideoCipher  RS(TM)  analog  satellite
receiver   consumer   modules  to  persons  who  had  been   receiving   without
authorization (or "pirating") the commercial satellite programming data signals.
In 1995, sales of these modules were at lower levels as expected.

Power Semiconductor sales increased $26 or 31% to $110 in Third Quarter 1995 and
$83 or 36% to $311 in the nine months ended  September  30, 1995,  respectively,
over the  comparable  1994 periods.  These  increases were a result of continued
broad-based  global demand,  primarily from automotive,  computer,  and consumer
electronics customers for power rectifiers and protection devices.

GROSS PROFIT (NET SALES LESS COST OF SALES)
-------------------------------------------
Gross profit  increased  $14, or 9%, to $179 in Third  Quarter 1995 from $165 in
Third  Quarter  1994,  and was 31.9% of sales in Third  Quarter 1995 compared to
29.8% of sales in Third Quarter  1994.  Gross profit  increased  $97, or 20%, to
$566 in the nine months  ended  September  30, 1995 from $469 in the nine months
ended  September  30, 1994,  and was 31.7% and 31.4% of sales in the nine months
ended September 30, 1995 and 1994, respectively.

The  increased  gross  profit  margin in Third  Quarter  1995  compared to Third
Quarter 1994  primarily  resulted from improved  margins of Power  Semiconductor
products,  reflecting  efficiencies  gained  through  higher  sales  volumes and
favorable  product mix. Gross profit margin for the nine months ended  September
30, 1995 was  comparable  to the margin for the nine months ended  September 30,
1994,  reflecting  efficiencies  gained through higher sales volumes,  partially
offset by a shift in product mix from higher  margin  VideoCipher  RS(TM) analog
satellite  receiver  consumer  modules  to  DigiCipher(TM)  digital  compression
products.

In 1996, the Company expects to ship a significant  volume of new products which
will  initially  earn lower  margins than mature  products.  With this  expected
shipment  of new  products,  combined  with  current  trends  in cable  operator
spending on mature products,  the Company anticipates its product mix in 1996 to
be more heavily weighted toward new products. As a result, during this period of
new product introduction,  the Company expects its consolidated gross margins to
decline from current levels.

<PAGE>


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
--------------------------------------------
Selling,  general and  administrative  ("SG&A") expenses  increased $8 to $55 in
Third Quarter 1995 from $47 in Third  Quarter 1994,  and increased $46 or 35% in
the nine  months  ended  September  30, 1995  compared to the nine months  ended
September  30, 1994.  SG&A expense  increased as a percentage of sales to 10% in
Third Quarter 1995 and the nine months ended September 30, 1995 from 9% in Third
Quarter 1994 and the nine months ended September 30, 1994.

The  increase in SG&A  expense in Third  Quarter  1995 over Third  Quarter  1994
reflects a $7  restructuring  charge for the direct  costs  associated  with the
reorganization of the Company's Communications Division and the consolidation of
the Company's  corporate  headquarters  into one location.  Concurrent  with the
reorganization,  the  Company's  Communications  Division  has reduced its North
America  non-manufacturing  workforce by approximately 10%. The increase in SG&A
expense in the nine months ended  September  30, 1995 over the  comparable  1994
period  reflects  higher sales  volume,  additional  marketing and selling costs
incurred by the Company to increase its sales force, field support and marketing
activities to take advantage of increased growth  opportunities in international
cable and satellite television and worldwide  telecommunications markets and the
$7  restructuring  charge.  SG&A expenses in the nine months ended September 30,
1995 also include $14 related to a national  advertising  campaign,  which ended
during Third Quarter 1995, to support sales of C-Band satellite systems.

RESEARCH AND DEVELOPMENT
------------------------
Research and development  ("R&D") expense was $35 in Third Quarter 1995 and $105
in the nine  months  ended  September  30,  1995  compared to $29 and $82 in the
comparable 1994 periods.  R&D was 6% of sales in Third Quarter 1995 and the nine
months ended  September 30, 1995 compared to 5% in the comparable  1994 periods.
This level of  spending,  principally  focused on the  Broadband  Communications
business,  reflects  continued  development  of the second  generation  of cable
set-top  terminals,   which  incorporate   digital  compression  and  multimedia
capabilities;  development of enhanced addressable analog terminals; development
of advanced digital systems for cable and satellite television distribution; and
product development through strategic alliances. Emerging R&D activities include
development  of  broadband   telephony   products  and  interactive   multimedia
technologies  for broadband  networks.  The Company's  research and  development
expenditures  are expected to approximate  $140 for the year ending December 31,
1995.

PURCHASED IN-PROCESS TECHNOLOGY
-------------------------------
In  connection   with  the   completion  of  the   acquisition   of  Next  Level
Communications  in September 1995, the Company recorded a pre-tax charge of $140
for  purchased  in-process   technology  which  had  not  reached  technological
feasibility and had no future  alternative use. Further  development  activities
primarily include employee related costs for design,  prototype  development and
testing.  The Company  estimates that  approximately $20 to $25 will be expended
over the next 12 to 18 months to complete the development of this technology.

NET INTEREST EXPENSE
--------------------
Net  interest  expense was $12 in Third  Quarter  1995  compared to $14 in Third
Quarter  1994,  and $37 in the nine months ended  September 30, 1995 compared to
$40 in the nine months ended September 30, 1994. The levels of interest  expense
reflect lower weighted  average  borrowings in 1995  partially  offset by higher
interest rates.

INCOME TAXES
------------
Income tax  expense  was $22 in Third  Quarter  1995 and $77 in the nine  months
ended September 30, 1995 after excluding the $50 tax benefit associated with the
write-off  of purchased  in-process  technology  in  September  1995 and the $12
credit related to the settlement of certain tax matters during the first quarter
of 1995.  Excluding these tax  adjustments  and the related pre-tax charge,  the
effective tax rates were 31% and 34%,  respectively,  as compared to 15% for the
comparable  prior periods.  The increases in the effective tax rates in 1995 are
attributable  to the Company  having a valuation  allowance  related to domestic
deferred tax assets in 1994 which was reduced  during  1994,  to the extent that
domestic taxable income was generated.  As of December 31, 1994, the majority of
the Company's  domestic deferred tax assets were determined to be realizable and
therefore there was no valuation allowance impact on income taxes in 1995.

<PAGE>


LIQUIDITY AND CAPITAL RESOURCES 
-------------------------------
At September 30, 1995, working capital was $309 compared to $213 at December 31,
1994. The working  capital  increase of $95 was due  principally to an inventory
build-up to support business growth and introduction of new products,  partially
offset by a related  increase in accounts  payable.  Based on current  levels of
order  input  and  backlog,  as well as  significant  sales  agreements  not yet
reflected in order and backlog  levels,  the Company  believes that  operational
working  capital levels are  appropriate  to support  future  operations and the
introduction of new products.  There can be no assurance,  however,  that future
industry  specific  developments  or general  economic trends will not alter the
Company's  working capital  requirements.  As of September 30, 1995, the Company
had outstanding $146 of indebtedness under its $500 revolving credit facilities.

In January 1995,  CommScope,  Inc., an indirect  wholly-owned  subsidiary of the
Company,  entered into an $11 loan agreement in connection  with the issuance of
notes by the Alabama State Industrial Development  Authority.  See Note 3 to the
September 30, 1995 consolidated financial statements.

During the nine months ended  September 30, 1995,  the Company  invested $103 in
equipment  and  facilities.  These  capital  expenditures  were  used to  expand
capacity to meet  increased  current  and future  demands for analog and digital
products,  coaxial cable and rectifiers.  The Company's capital expenditures are
expected to approximate $160 for the year ending December 31, 1995.

At September 30, 1995, the Company had $20 of cash and cash  equivalents on hand
compared to $5 at December 31,  1994.  At September  30, 1995,  long-term  debt,
including  current  maturities,  was $714 compared to $797 at December 31, 1994.
The reduction in long-term debt primarily resulted from increased cash flow from
operations.

The Company's  principal  source of liquidity both on a short-term and long-term
basis is cash flow provided by operations.  Occasionally,  however,  the Company
may borrow against its revolving credit  facilities to supplement cash flow from
operations.   The  Company   believes  that,  based  upon  an  analysis  of  its
consolidated financial position, its cash flow during the past 12 months and the
expected results of operations in the future,  operating cash flow and available
funding  under  its  revolving  credit  facilities  will  be  adequate  to  fund
operations, research and development expenditures, capital expenditures and debt
service  for the next 12 months.  The  Company  intends  to repay its  remaining
indebtedness  primarily  with  cash  flow  from  operations.  There  can  be  no
assurance,  however,  that  future  industry  specific  developments  or general
economic  trends  will not  adversely  affect the  Company's  operations  or its
ability to meet its cash requirements.


<PAGE>


                                    PART II

                               OTHER INFORMATION

Item 1.   Legal Proceedings

          See  note  7 to  the  Company's  September  30,  1995  consolidated
          financial statements.

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits

               Exhibit 11 - Computation of Earnings (Loss) Per Share

          (b)  Report on Form 8-K

               The  Company  filed a report  on Form  8-K  dated  July 27,  1995
               reporting that Daniel F. Akerson,  previously  Chairman and Chief
               Executive  Officer,  stepped  down as CEO  and  that  Richard  S.
               Friedland,  previously  President  and Chief  Operating  Officer,
               became CEO of the Company effective August 1, 1995.


<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.


                             GENERAL INSTRUMENT CORPORATION



November 14, 1995            /s/ Paul J. Berzenski
-----------------            -----------------------------
Date                         Paul J. Berzenski
                             Vice President and Controller
                             Signing both in his capacity as Vice President
                             on behalf of the Registrant and as Chief
                             Accounting Officer of the Registrant