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 March 31, 1997
                                                 --------------

                                       OR

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

               For the transition period from _______ to _______

                          Commission file number 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.)

               8770 West Bryn Mawr Avenue, Chicago, Illinois 60631
               ---------------------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (773) 695-1000
                                 --------------
              (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  April  30,  1997  there  were  136,932,283  shares  of  Common  Stock
outstanding.




<PAGE>


<TABLE>

                                     PART I
                              FINANCIAL INFORMATION

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


                                     ASSETS

                                   (Unaudited)
<CAPTION>

                                                                                         March 31,  December 31,
                                                                                           1997         1996
                                                                                        ----------   ----------

Current Assets:
<S>                                                                                     <C>          <C>       
Cash and cash equivalents ...........................................................   $   82,007   $   20,252
Short-term investments ..............................................................       18,328
                                                                                                         49,946
Accounts receivable, less allowance for doubtful accounts
     of $17,954 and $17,536, respectively ...........................................      499,206      544,430
Inventories .........................................................................      354,848      336,516
Prepaid expenses and other current assets ...........................................       31,465       24,619
Deferred income taxes ...............................................................       97,234      107,322
                                                                                        ----------   ----------

     Total current assets ...........................................................    1,083,088    1,083,085

Property, plant and equipment - net .................................................      573,068      571,051
Intangibles, less accumulated amortization of $113,879
     and $110,298, respectively .....................................................      127,606      131,051
Excess of cost over fair value of net assets acquired, less
   accumulated amortization of $166,383 and $160,231,
   respectively .....................................................................      821,222      827,373
Investments and other assets ........................................................       46,722       28,999
Deferred income taxes, net of valuation allowance ...................................       51,661       58,891
Deferred financing costs, less accumulated amortization
   of $28,461 and $28,070, respectively .............................................        6,010        6,401
                                                                                        ----------   ----------
TOTAL ASSETS ........................................................................   $2,709,377   $2,706,851
                                                                                        ==========   ==========
</TABLE>



See notes to consolidated financial statements.



<PAGE>
<TABLE>



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

                      LIABILITIES AND STOCKHOLDERS' EQUITY
<CAPTION>

                                                                                        (Unaudited)
                                                                                         March 31,    December 31,
                                                                                           1997            1996
                                                                                        -----------    -----------
Current Liabilities:
<S>                                                                                     <C>            <C>        
Accounts payable ....................................................................   $   229,768    $   272,041
Accrued interest payable ............................................................        14,297          7,772
Income taxes payable ................................................................         5,005         20,703
Accrued liabilities .................................................................       224,925        229,894
Current portion of long-term debt ...................................................         4,310          4,310
                                                                                        -----------    -----------

     Total current liabilities ......................................................       478,305        534,720

Deferred income taxes ...............................................................        21,823         21,457
Long-term debt ......................................................................       734,825        698,825
NLC litigation liability ............................................................       138,000
                                                                                                           139,100
Other non-current liabilities .......................................................       133,898        139,596
                                                                                        -----------    -----------
     Total liabilities ..............................................................     1,506,851      1,533,698
                                                                                        -----------    -----------
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; 137,173,053 and 137,144,412, shares issued
    respectively ....................................................................         1,372          1,371
Additional paid-in capital ..........................................................       925,617        925,166
Retained earnings ...................................................................       272,235        254,552
Unrealized gain on investment .......................................................        11,180              -
                                                                                        -----------    -----------
                                                                                          1,210,404      1,181,089

Less - Treasury stock, at cost, 247,170 and 231,527 shares ..........................        (7,317)        (7,271)
          of Common Stock, respectively
       Unearned compensation ........................................................          (561)          (665)
                                                                                        -----------    -----------

     Total stockholders' equity .....................................................     1,202,526      1,173,153
                                                                                        -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ..........................................   $ 2,709,377    $ 2,706,851
                                                                                        ===========    ===========
</TABLE>

See notes to consolidated financial statements.



<PAGE>


<TABLE>

                         GENERAL INSTRUMENT CORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME
              (Unaudited - In Thousands, Except Share Information)


<CAPTION>

                                                                                                    Three Months Ended
                                                                                                         March 31,
                                                                                                   ----------------------
                                                                                                        1997         1996
                                                                                                   ---------    ---------


<S>                                                                                                <C>          <C>      
NET SALES ......................................................................................   $ 641,271    $ 615,762
                                                                                                   ---------    ---------

OPERATING COSTS AND EXPENSES:
    Cost of sales ..............................................................................     469,092      441,738
    Selling, general and administrative ........................................................      67,732       57,323
    Research and development ...................................................................      53,744       48,699
    Amortization of excess of cost over fair value
       of net assets acquired ..................................................................       6,152        6,077
                                                                                                   ---------    ---------
         Total operating costs and expenses ....................................................     596,720      553,837
                                                                                                   ---------    ---------

OPERATING INCOME ...............................................................................      44,551       61,925
Other expense-net ..............................................................................        (269)        (116)
Interest expense-net ...........................................................................     (12,888)     (11,544)
                                                                                                   ---------    ---------

INCOME BEFORE INCOME TAXES .....................................................................      31,394       50,265
Provision for income taxes .....................................................................     (13,711)     (19,101)
                                                                                                   ---------    ---------

NET INCOME .....................................................................................   $  17,683    $  31,164
                                                                                                   =========    =========

Weighted Average Shares Outstanding ............................................................     137,391      126,405

Primary earnings per share .....................................................................   $     .13    $     .25
                                                                                                   =========    =========

Fully diluted earnings per share ...............................................................   $     .13    $     .24
                                                                                                   =========    =========
</TABLE>

See notes to consolidated financial statements.




<PAGE>
<TABLE>



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


<CAPTION>


                                                                       
                                                      Common Stock     Additional                 Unrealized    Common     Unearned
                                                   -----------------    Paid-In      Retained       Gain on     Stock in    Compen-
                                                   Shares     Amount    Capital      Earnings     Investment    Treasury    sation
                                                   ------   --------   ---------   -----------   ----------    ---------   ---------

<S>              <C>                              <C>        <C>       <C>          <C>          <C>            <C>        <C>      
BALANCE, JANUARY 1, 1997 ....................     137,144    $ 1,371   $ 925,166    $  254,552   $        -     $ (7,271)  $   (665)

Net income for the three months
   ended March 31, 1997 .....................                                           17,683
Exercise of stock options and
   related tax benefit ......................          29          1         451
Amortization of unearned
   compensation .............................                                                                                    104
Unrealized gain on investment-
   net of tax ...............................                                                        11,180
Treasury Stock transactions .................                                                                        (46)
                                                 --------   --------    --------    ----------   ----------     ---------  ---------
BALANCE, MARCH 31, 1997 .....................     137,173    $ 1,372   $ 925,617    $  272,235   $   11,180     $ (7,317)  $   (561)
                                                 ========   ========    ========    ==========   ==========     =========  =========
</TABLE>


See notes to consolidated financial statements.






<PAGE>

<TABLE>


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

<CAPTION>

                                                                                                              Three Months Ended
                                                                                                                   March 31,
                                                                                                             --------------------
                                                                                                               1997        1996
                                                                                                             --------    --------
OPERATING ACTIVITIES:
<S>                                                                                                          <C>         <C>     
 Net income ..............................................................................................   $ 17,683    $ 31,164
 Adjustments to reconcile net income to
  net cash provided by (used in) operating activities:
    Depreciation and amortization ........................................................................     34,944      29,634
    Changes in assets and liabilities:
         Accounts receivable .............................................................................     36,336     (21,379)
         Inventories .....................................................................................    (18,332)    (65,921)
         Prepaid expenses and other current assets .......................................................     (4,345)       (476)
         Other non-current assets ........................................................................     (2,849)     (2,465)
         Deferred income taxes ...........................................................................      8,687      15,793
         Accounts payable, income taxes payable and other
           accrued liabilities ...........................................................................    (27,614)        407
         Other non-current liabilities ...................................................................     (1,487)      1,891
    Other ................................................................................................       (261)        675
                                                                                                             --------    --------
Net cash provided by (used in) operating activities ......................................................     42,762     (10,677)
                                                                                                             --------    --------

INVESTING ACTIVITIES:
    Additions to property, plant and equipment ...........................................................    (24,974)    (48,314)
    Proceeds from sale of short-term investments .........................................................     24,972           -
    Proceeds from sale of assets .........................................................................          -       4,368
    Investments in other assets ..........................................................................    (17,374)          -
                                                                                                             --------    --------
Net cash used in investing activities ....................................................................    (17,376)    (43,946)
                                                                                                             --------    --------

FINANCING ACTIVITIES:
    Net proceeds from revolving credit facilities ........................................................     36,000      32,000
    Proceeds from stock options ..........................................................................        369         390
                                                                                                             --------    --------
Net cash provided by financing activities ................................................................     36,369      32,390
                                                                                                             --------    --------
Increase/(decrease) in cash and cash equivalents .........................................................     61,755     (22,233)
                                                                                                             --------    --------
Cash and cash equivalents, beginning of period ...........................................................     20,252      36,382
                                                                                                             --------    --------
Cash and cash equivalents, end of period .................................................................   $ 82,007    $ 14,149
                                                                                                             ========    ========
</TABLE>

See notes to consolidated financial statements.




<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 March 31, 1997, the consolidated statements
of income for the three months ended March 31, 1997 and 1996,  the  consolidated
statements  of cash flows for the three months ended March 31, 1997 and 1996 and
the consolidated  statement of  stockholders'  equity for the three months ended
March  31,  1997  of  General   Instrument   Corporation  and  its  wholly-owned
subsidiaries  (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 months ended
March 31, 1997 and 1996 except for the charges discussed in Note 2 below.  These
consolidated  financial  statements  should  be read  in  conjunction  with  the
Company's December 31, 1996 audited consolidated financial statements.


2.  Restructuring of General Instrument Corporation

On January 7, 1997, the Company  announced its intention to separate the Company
into three  publicly-traded  companies to focus on global growth  opportunities.
The restructuring, expected to be completed in the third quarter of 1997 through
a tax-free distribution to stockholders (the "Distribution"),  will create three
independent companies:  NextLevel Systems, Inc., a leading worldwide supplier of
systems and components for  high-performance  networks,  delivering video, voice
and  Internet/data  services to the cable,  telephony and satellite markets (the
"Communications Business"); CommScope, Inc., the world's largest manufacturer of
coaxial  cable for cable  television  applications  and a  leading  supplier  of
high-performance electronic cables; and General Semiconductor,  Inc. (which will
change its name from  General  Instrument  Corporation),  a world  leader in the
manufacture of low-to-medium  power rectifiers and transient voltage suppressors
(the  "Power  Semiconductor  Business").  The  restructuring  is  subject to the
approval of the holders of a majority of shares of the Company, the receipt of a
ruling from the Internal  Revenue Service that the  transactions  related to the
separation   of   NextLevel   Systems,   Inc.,   CommScope,   Inc.  and  General
Semiconductor,  Inc. are not taxable to the Company or its stockholders, and the
absence of events or developments  that would have a material  adverse impact on
the Company or its stockholders. In connection with the restructuring, NextLevel
Systems, Inc., CommScope,  Inc. and General Semiconductor,  Inc. will enter into
various   agreements  that  will  generally   provide  for  the  separation  and
distribution of the operating assets and liabilities and pension plan assets and
liabilities  of the  Company,  as well as tax sharing,  transition  services and
other matters.
     In connection with the restructuring,  the Company recorded a charge of $10
million  to cost of sales  during  the three  months  ended  March 31,  1997 for
severance costs, for 225 employees terminated, related to dividing the Company's
Taiwan   operations   between  the   Communications   Business   and  the  Power
Semiconductor Business. The Company's Taiwan legal entity is currently comprised
of  operations  which  support  both the  Communications  Business and the Power
Semiconductor  Business.  In order to effectuate the  Distribution,  the Company
expects to incur additional net-of-tax costs of approximately $40 million to $60
million,  primarily  employee costs, in order to separate its Taiwan  operations
and other costs directly  attributable  to the  transaction.  Additionally,  the
Company recorded a charge of $3 million to selling,  general and  administrative
expense  during the three  months  ended  March 31, 1997 for  transaction  costs
incurred through March 31, 1997 related to the  restructuring.  Such transaction
costs were primarily comprised of legal, accounting and other professional fees.




<PAGE>
<TABLE>


3.  INVENTORIES

  Inventories consist of:
<CAPTION>

                                              March 31, 1996   December 31, 1996
                                              --------------   -----------------

<S>                                                <C>                  <C>     
Raw Materials ..................................   $155,024             $134,807

Work in Process ................................     41,289               38,135

Finished Goods .................................    158,535              163,574
                                                   --------             --------

Inventories ....................................   $354,848             $336,516
                                                   ========             ========

</TABLE>

4.  LONG-TERM DEBT

Long-term debt consists of:
                                          March 31, 1997       December 31, 1996
                                          --------------       -----------------

Senior indebtedness:

     Revolving credit facilities ............   $450,000                $414,000

     Taiwan loan ............................     50,384                  50,384

     Flexible Term Notes ....................     10,800                  10,800

Convertible Junior
     Subordinated Notes .....................    227,951                 227,951
                                                --------                --------

     Total ..................................    739,135                 703,135

     Less current maturities ................      4,310                   4,310
                                                --------                --------

Long-Term debt ..............................   $734,825                $698,825
                                                ========                ========


5.  INCOME TAXES

The  provision  for income  taxes for the three  months ended March 31, 1997 and
1996 was computed  utilizing the Company's  expected annual effective income tax
rate adjusted for the tax effects of restructuring charges recorded during 1997.

6.  LITIGATION

In April 1995, prior to the Company's  acquisition of Next Level  Communications
("NLC") in September 1995, DSC  Communications  Corporation and DSC Technologies
Corporation  (collectively,  "DSC") brought suit against NLC and the founders of
NLC ("NLC  Litigation").  On March 28,  1996,  a jury verdict was reached in the
case which stated that the founders of NLC breached certain employee  agreements
with DSC,  failed to  disclose  and  diverted a  corporate  opportunity  of DSC,
misappropriated DSC trade secrets and conspired to take certain of the foregoing
actions,  and  that NLC  used or  benefited  from  the  diversion  of  corporate
opportunity  and  misappropriation  of  trade  secrets.  In June  1996,  a final
judgment against NLC and the individual  defendants was entered in favor of DSC,
in a total amount of $137 million.  However,  the court denied DSC's request for
entry of permanent injunctive relief. In June 1996, a pre-tax charge to earnings
of $141 million was recorded,  reflecting  the judgment and costs of litigation.
Both sides  appealed  to the U.S.  Court of Appeals  for the Fifth  Circuit.  On
February 28, 1997, the U.S. Court of Appeals for the Fifth Circuit confirmed the
trial  court's  denial of DSC's  request for  injunctive  relief,  reversed  the
district  court judgment for diversion of a corporate  opportunity  and remanded
the case to the trial court for the entry of judgment on the misappropriation of
trade secrets  claim,  which the Company  expects to result in a damage award of
not more than $138 million plus accrued  interest.  Enforcement  of the judgment
was stayed  pending the  determination  of the appeal.  Both  parties have filed
motions for rehearing with the Court of Appeals,  and these motions have not yet
been decided

An action entitled BroadBand Technologies, Inc. vs. General Instrument Corp. was
brought  in March  1997 in the  United  States  District  Court for the  Eastern
District of North  Carolina.  The complaint  alleges that the Company  infringes
BroadBand  Technologies,  Inc.'s U.S.  Patent No.  5,457,560 (the "560 Patent"),
covering an electronic  communications system which delivers television signals,
and seeks monetary damages and injunctive relief. The Company has filed a motion
to dismiss the complaint for lack of personal  jurisdiction.  The motion has not
yet been decided.

In March 1997, NLC commenced an action against BroadBand  Technologies,  Inc. in
the United States  District Court for the Northern  District of California for a
declaratory judgment that BroadBand Technologies, Inc. 560 Patent is invalid and
unenforceable;  for patent infringement; and for violation of the antitrust laws
of the United  States.  In the  patent  infringement  claim,  NLC  charges  that
BroadBand  Technologies,  Inc. infringes two patents licensed to NLC relating to
video compression and video signal processing.  BroadBand Technologies, Inc. has
answered the complaint and does not contest jurisdiction.

While the ultimate outcome of the matters  described above cannot be determined,
management  does not believe that the final  disposition of these matters beyond
the amounts  previously  provided for in the  financial  statements  will have a
material adverse effect on the Company's financial statements.


7.  EARNINGS PER SHARE

In February 1997, the Financial  Accounting Standards Board issued Statement No.
128,  Earnings per Share ("SFAS No. 128"),  which will be adopted by the Company
on December 31, 1997. SFAS No. 128, which supersedes Accounting Principles Board
Opinion No. 15,  Earnings per Share,  ("APB No. 15") replaces  primary and fully
diluted  earnings  per share with basic and fully  diluted  earnings  per share,
respectively. Had earnings per share been calculated in accordance with SFAS No.
128,  basic and  diluted  earnings  per share would have both been $0.13 for the
three  months  ended March 31, 1997 and $0.25 and $0.24,  respectively,  for the
three months ended March 31, 1996.  These amounts  reflect the same earnings per
share results calculated by the Company under APB No. 15.


<PAGE>



                         GENERAL INSTRUMENT CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


NET SALES
---------
Net sales for the three months ended March 31, 1997 ("First  Quarter 1997") were
$641 million  compared to $616 million for the three months ended March 31, 1996
("First Quarter 1996"), an increase of $25 million,  or 4%. This increase in net
sales reflects higher sales in the Broadband  Communications segment,  partially
offset by lower sales in the Power Semiconductor segment.

Broadband  Communications sales were $556 million in First Quarter 1997 compared
to $518 million in First Quarter 1996. Worldwide  terrestrial broadband sales of
$449  million  in First  Quarter  1997  increased  20% from First  Quarter  1996
primarily as a result of increased U.S. sales volume of CFT-2200 advanced analog
set-top  terminals and DCT-1000 MPEG-2 digital  set-top  terminals and increased
global sales  volume of  CommScope  cables.  These sales  reflect the  continued
commitment of domestic  cable  television  operators to deploy  state-of-the-art
addressable  systems and enhanced  services and the continued  deployment of new
cable television  systems in international  markets.  International  terrestrial
broadband  sales increased 35% in First Quarter 1997 over First Quarter 1996 and
represented 34% of worldwide  terrestrial  broadband sales in First Quarter 1997
compared to 31% in First  Quarter  1996.  Worldwide  satellite  broadband  sales
decreased  $38 million to $107 million in First  Quarter 1997 due to lower sales
volumes of digital  satellite  receivers to PRIMESTAR  Partners and  VideoCipher
analog satellite modules and receivers, partially offset by higher sales volumes
of DigiCipher(R) II/MPEG-2 digital satellite systems and digital video broadcast
("DVB") compliant Magnitude(R)  satellite encoders.  Analog and digital products
represented  65%  and  35%,   respectively,   of  the  sales  of  the  Broadband
Communications segment in 1997 compared to 66% and 34%, respectively, in 1996.

Power  Semiconductor  sales  decreased  13% to $85 million in First Quarter 1997
over First Quarter 1996 as a result of decreased  selling prices.  International
Power  Semiconductor sales decreased 8% in First Quarter 1997 over First Quarter
1996 and represented 74% of worldwide Power Semiconductor sales in First Quarter
1997 compared to 71% in First Quarter 1996.


GROSS PROFIT (NET SALES LESS COST OF SALES)
-------------------------------------------
Gross profit decreased $2 million,  or 1%, to $172 million in First Quarter 1997
from $174  million in First  Quarter  1996.  Gross  profit was 26.8% of sales in
First  Quarter  1997  compared to 28.3% of sales in First  Quarter  1996.  First
Quarter 1997 gross  profit  includes  $10 million of  restructuring  charges for
employee costs related to dividing the Company's Taiwan  operations  between the
Communications   and  Power   Semiconductor   Businesses  (see  Note  2  to  the
consolidated financial  statements).  Excluding these restructuring charges, the
gross profit margin would have increased to 28.4%.

Broadband  Communications segment gross profit increased $18 million, or 14%, in
First Quarter 1997 over First Quarter 1996 and was 27% of sales in First Quarter
1997 compared to 26% in First  Quarter  1996.  The higher gross profit and gross
profit margin resulted from the higher sales volumes noted above and as a result
of ongoing cost reduction  programs,  partially  offset by $3 million of charges
for employee costs related to dividing the Company's Taiwan  operations  between
the  Communications  and  Power  Semiconductor  Businesses  (see  Note  2 to the
consolidated  financial  statements).  Power Semiconductor gross profit in First
Quarter 1997 decreased 51% from First Quarter 1996 and decreased as a percentage
of sales to 23% in First Quarter 1997 from 40% in First Quarter 1996.  The lower
gross profit and gross  profit  margin  resulted  from $7 million of charges for
employee costs related to dividing the Company's Taiwan  operations  between the
Communications   and  Power   Semiconductor   Businesses  (see  Note  2  to  the
consolidated   financial   statements)   and  pricing   pressures   due  to  the
underutilization of industry capacity.


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
--------------------------------------------
Selling,  general and administrative  ("SG&A") expenses increased $11 million to
$68 million in First Quarter 1997 from $57 million in First  Quarter  1996,  and
increased as a percentage of sales to 11% in First Quarter 1997 from 9% in First
Quarter 1996.  SG&A spending was greater in First Quarter 1997 compared to First
Quarter 1996 as a result of new growth  opportunities from businesses  acquired,
including the marketing of NLC's broadband access systems to telephone companies
for  interactive   digital  video,  voice  and  data  services  and  Magnitude's
DVB-compliant  satellite encoders,  and increased sales force, field support and
marketing  activities to take  advantage of increased  growth  opportunities  in
international  cable and satellite  television and worldwide  telecommunications
markets.  Additionally,  a $3 million  charge was recorded in First Quarter 1997
for  transaction   costs  incurred   through  March  31,  1997  related  to  the
restructuring.  Such  transaction  costs  were  primarily  comprised  of  legal,
accounting and other professional fees.


RESEARCH AND DEVELOPMENT
------------------------
Research and  development  ("R&D") expense was $54 million in First Quarter 1997
compared  to $49  million  in  First  Quarter  1996  and was 8% of sales in both
periods. The increased level of spending reflects:  the continued development of
next-generation   products,   including  cable  modems  and  telephone   company
switched-digital  access  systems,  as  well  as the  modification  of  existing
products  for  international  markets;  the  continued  development  of enhanced
addressable  analog  terminals  and  advanced  digital  systems  for  cable  and
satellite television distribution;  ongoing cost-reduction programs; and product
development and international expansion through strategic alliances.


NET INTEREST EXPENSE
--------------------
Net  interest  expense was $13  million in First  Quarter  1997  compared to $12
million in First Quarter 1996.  This  increase  resulted from interest  costs in
First  Quarter 1997  related to the NLC  Litigation,  partially  offset by lower
weighted  average  borrowings  in First  Quarter 1997  compared to First Quarter
1996.


INCOME TAXES
------------
Income taxes  decreased to $14 million in First Quarter 1997 from $19 million in
First Quarter 1996 and the effective tax rate  increased to 44% in First Quarter
1997 from 38% in First  Quarter  1996.  The higher  effective  tax rate in First
Quarter  1997  resulted   from  the  lower  tax  benefits   related  to  certain
restructuring   charges  incurred  during  First  Quarter  1997.  Excluding  the
restructuring charges recorded during First Quarter 1997, the effective tax rate
would have been 38%.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
At March 31, 1997,  working capital was $605 million compared to $548 million at
December  31,  1996.  The working  capital  increase  of $57  million  primarily
resulted from a higher cash balance at March 31, 1997 which  reflects  temporary
cash  funding  required by the Taiwan  government  to  establish  the  NextLevel
Systems  Taiwan,  Ltd. legal entity.  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 working capital levels are appropriate
to support future operations.  There can be no assurance,  however,  that future
industry  specific  developments  or general  economic trends will not alter the
Company's working capital requirements.

During First  Quarter  1997,  the Company  invested $25 million in equipment and
facilities.  These  capital  expenditures  were used to expand  capacity to meet
increased  current  and  anticipated  future  demands  for  analog  and  digital
products, coaxial cable and rectifiers. Capital expenditures for the year ending
December 31, 1997 are expected to approximate $250 million.

The Company's research and development expenditures  (principally focused on the
Broadband  Communications  segment)  were $54  million  and $49 million in First
Quarter  1997  and  First  Quarter  1996,  respectively,  and  are  expected  to
approximate $225 million for the year ending December 31, 1997.

At March 31, 1997,  the Company had $82 million of cash and cash  equivalents on
hand  compared to $20 million at December 31, 1996.  Long-term  debt,  including
current maturities, was $739 million at March 31, 1997, compared to $703 million
at December 31, 1996 and, at March 31, 1997,  the Company had borrowings of $450
million  under its revolving  credit  facilities  and  available  credit of $197
million under these facilities.

In June 1996, a final  judgment  against NLC and the  individual  defendants was
entered in the NLC  Litigation  which,  in February  1997, was affirmed in part,
reversed in part and  remanded  to the trial court by the U.S.  Court of Appeals
for the Fifth Circuit. The Company expects the judgment on remand to result in a
damage award of not more than $138 million  plus accrued  interest.  The Company
has the ability and intent to pay this judgment  utilizing  borrowings under its
revolving credit facilities.

During  1997,  the  Company  expects  to incur $50  million  to $70  million  of
after-tax  charges for costs related to dividing the Company's Taiwan operations
between the  Communications  and Power  Semiconductor  Businesses and additional
transaction costs related to the restructuring.  Approximately 50% of such costs
will be payable in 1997 ($8 million,  net of the tax benefit,  was paid by March
31, 1997). The Company intends to borrow under its revolving  credit  facilities
and from existing lenders to fund additional amounts payable in 1997.

Prior to the completion of the restructuring of the Company, the Company intends
to issue a notice to redeem  all  outstanding  Convertible  Junior  Subordinated
Notes  ("Convertible  Notes").  The  Company  believes it will be able to obtain
adequate bank  financing to fund  Convertible  Notes which are not converted but
are redeemed for cash.

The Company's  principal sources of liquidity both on a short-term and long-term
basis are cash flow provided by operations  and  borrowings  under its revolving
credit  facilities.  The Company  believes that,  based upon its 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, funding under
its revolving  credit  facilities and additional  funding from existing  lenders
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
          -----------------

        A  securities  class action is  presently  pending in the United  States
        "District Court for the Northern District of Illinois, Eastern Division,
        In  Re  General  Instrument  Corporation  Securities  Litigation."  This
        action,  which  consolidates  numerous class action  complaints filed in
        various  courts  between  October 10 and October 27, 1995, is brought by
        plaintiffs,  on their own behalves and as  representatives of a class of
        purchasers  of GI Common  Stock during the period March 21, 1995 through
        October 18, 1995. The complaint  alleges that the Company and certain of
        its  officers  and  directors,  as well as  Forstmann  Little & Co.  and
        certain related entities violated the federal  securities laws,  namely,
        Sections 10(b) and 20(a) of the Exchange Act, by allegedly  making false
        and misleading  statements and failing to disclose  material facts about
        the Company's  planned  shipments in 1995 of its CFT-2200 and DigiCipher
        II products.  The  plaintiffs  have moved for class  certification.  The
        Company has filed a motion to dismiss  the  Consolidated  Amended  Class
        Action Complaint.  Also pending in the same court,  under the same name,
        is a derivative action brought on behalf of the Company.  The derivative
        action  alleges that the members of the  Company's  Board of  Directors,
        several of its officers and Forstmann  Little & Co. and related entities
        had breached their fiduciary  duties by reason of the matter  complained
        of in the class  action  and the  defendants'  alleged  use of  material
        non-public  information  to  sell  shares  of the  Company's  stock  for
        personal  gain. The Company has filed a motion to dismiss the derivative
        complaint.

        An action entitled "BKP Partners,  L.P. v. General Instrument Corp." was
        brought in February 1996 by  shareholders  of NLC, which was merged into
        the Company in September  1995. The action was  originally  filed in the
        Northern District of California and was subsequently  transferred to the
        Northern District of Illinois.  The complaint alleges that the GI Common
        Stock,  which was received by the  plaintiffs as a result of the merger,
        was overpriced  because of the matters complained of in the class action
        and  the  Company's  failure  to  disclose   information   concerning  a
        significant  reduction  in its gross  margins.  The  Company has filed a
        motion to dismiss the complaint.

        In April 1995,  prior to the Company's  acquisition  of NLC in September
        1995, DSC  Communications  Corporation and DSC Technologies  Corporation
        (collectively,  "DSC") brought suit against NLC and the founders of NLC.
        On March 28,  1996,  a jury verdict was reached in the case which stated
        that the founders of NLC breached certain employee  agreements with DSC,
        failed  to  disclose  and  diverted  a  corporate  opportunity  of  DSC,
        misappropriated  DSC trade  secrets and conspired to take certain of the
        foregoing actions,  and that NLC used or benefited from the diversion of
        corporate  opportunity and  misappropriation  of trade secrets.  In June
        1996, a final  judgment  against NLC and the  individual  defendants was
        entered in favor of DSC, in a total amount of $137 million. However, the
        court denied DSC's request for entry of permanent  injunctive relief. In
        June 1996, a pre-tax  charge to earnings of $141  million was  recorded,
        reflecting the judgment and costs of litigation.  Both sides appealed to
        the U.S. Court of Appeals for the Fifth  Circuit.  On February 28, 1997,
        the U.S.  Court of Appeals  for the Fifth  Circuit  confirmed  the trial
        court's  denial of DSC's  request for  injunctive  relief,  reversed the
        district  court  judgment for diversion of a corporate  opportunity  and
        remanded  the case to the trial  court for the entry of  judgment on the
        misappropriation  of trade secrets claim,  which the Company  expects to
        result  in a damage  award of not more than $138  million  plus  accrued
        interest.   Enforcement   of  the  judgment   was  stayed   pending  the
        determination  of the  appeal.  Both  parties  have  filed  motions  for
        rehearing with the Court of Appeals, and these motions have not yet been
        decided

        An action entitled "BroadBand Technologies,  Inc. vs. General Instrument
        Corp." was brought in March 1997 in the United States District Court for
        the Eastern District of North Carolina.  The complaint  alleges that the
        Company  infringes  BroadBand  Technologies,   Inc.'s  U.S.  Patent  No.
        5,457,560  (the "560  Patent"),  covering an  electronic  communications
        system which delivers television signals, and seeks monetary damages and
        injunctive  relief.  The  Company  has  filed a motion  to  dismiss  the
        complaint for lack of personal jurisdiction. The motion has not yet been
        decided.

        In March 1997, NLC commenced an action against  BroadBand  Technologies,
        Inc. in the United States  District  Court for the Northern  District of
        California for a declaratory judgment that BroadBand Technologies,  Inc.
        560 Patent is invalid and unenforceable;  for patent  infringement;  and
        for violation of the antitrust laws of the United States.  In the patent
        infringement  claim,  NLC  charges  that  BroadBand  Technologies,  Inc.
        infringes two patents licensed to NLC relating to video  compression and
        video signal processing.  BroadBand Technologies,  Inc. has answered the
        complaint and does not contest jurisdiction.


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

        (a)  Exhibits
             --------

             Exhibit 11 - Computation of Earnings Per Share

             Exhibit 99 - Forward-Looking Information

        (b)  Report on Form 8-K
             ------------------
     
        The Company filed a report on Form 8-K dated January 7, 1997  announcing
        the   Company's   intention   to  separate   the   Company   into  three
        publicly-traded  companies to focus on global growth opportunities.  The
        three independent  companies are:  NextLevel Systems,  Inc.,  CommScope,
        Inc. and General  Semiconductor,  Inc.  (which will change its name from
        General Instrument Corporation).

        The  Company  filed a report on Form 8-K dated  March 1, 1997  reporting
        that the U.S.  Court of Appeals for the Fifth Circuit  confirmed that no
        injunction  will be issued  against the Company's NLC  subsidiary in the
        litigation with DSC  Communications  Corp.,  reversed the district court
        judgment for diversion of a corporate  opportunity and remanded the case
        to the trial court for the entry of judgment on the  misappropriation of
        trade secrets claim.


                                             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

May 15, 1997                                 /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