EXHIBIT 10.7.1

                  FIRST AMENDMENT TO THE CREDIT AGREEMENT

          FIRST AMENDMENT, dated as of December 7, 1999 (this "First
Amendment"), to the Credit Agreement, dated as of July 23, 1997 (as
amended, supplemented, or otherwise modified from time to time, the "Credit
Agreement"), among COMMSCOPE, INC. OF NORTH CAROLINA a Delaware corporation
(the "Company"), the several lenders from time to time parties thereto (the
"Banks"), THE CHASE MANHATTAN BANK, a New York banking corporation, as
administrative agent for the Banks (in such capacity, the "Administrative
Agent"), and the financial institutions named therein as co-agents for the
Banks (in such capacity, collectively, the "Co-Agents"; each, individually,
a "Co-Agent").

                            W I T N E S S E T H:
                            - - - - - - - - - -


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

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

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

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

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

          2. Amendments to Credit Agreement. (a) Subsection 1.1 of the
Credit Agreement is amended by adding the following definitions in proper
alphabetical order:

          "Holdings Senior Subordinated Note Indenture": the Indenture to
     be entered into by Holdings and, if applicable, certain of its
     Subsidiaries in connection with the issuance of the Holdings Senior
     Subordinated Notes, together with all instruments and other agreements
     entered into by Holdings or such Subsidiaries in connection therewith,
     as the same may be amended, supplemented or otherwise modified from
     time to time.
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          "Holdings Senior Subordinated Note Issuance Date": the first date
     on which the Holdings Senior Subordinated Notes are issued.

          "Holdings Senior Subordinated Notes": the senior subordinated or
     subordinated notes (including any convertible subordinated notes and
     exchange notes) of Holdings to be issued pursuant to the Holdings
     Senior Subordinated Note Indenture.

          (b) Section 4 of the Credit Agreement is amended by adding the
following new subsections 4.18 and 4.19 at the end thereof:

          4.18 Seniority. On and after the Holdings Senior Subordinated
     Note Issuance Date (a) the obligations of Holdings under each Credit
     Document to which it is a party will constitute "Senior Indebtedness"
     (however denominated) of Holdings under and as defined in the Holdings
     Senior Subordinated Note Indenture and (b) the obligations of the
     Company and each Subsidiary Guarantor under each Credit Document to
     which it is a party constitute "Senior Indebtedness" (however
     denominated) of the Company or such Subsidiary Guarantor, as the case
     may be, under and as defined in the Holdings Senior Subordinated Note
     Indenture, if applicable.

          4.19. Year 2000 Matters. Except as could not reasonably be
     expected to result in a Material Adverse Effect, any reprogramming
     required to permit the proper functioning, in and following the year
     2000, of the Company's computer systems and equipment containing
     embedded microchips, and the testing of all such systems and
     equipment, as so reprogrammed, has been completed. The testing of all
     such systems and equipment, as so reprogrammed, will be accomplished
     in a manner and by a date that could not reasonably be expected to
     result in a Material Adverse Effect. The cost to the Company of any
     such reprogramming and testing and of the reasonably foreseeable
     consequences of year 2000 to the Company (including, without
     limitation, reprogramming errors and the failure of others' systems or
     equipment) could not reasonably be expected to result in a Default or
     a Material Adverse Effect. Except for such of the reprogramming
     referred to in the preceding sentence as may be necessary, the
     computer and management information systems of the Company and its
     Subsidiaries "will be and, with ordinary course upgrading and
     maintenance, will continue to be, sufficient to permit the Company to
     conduct its business without Material Adverse Effect. The foregoing
     representation shall be qualified (a) by the Company's disclosure with
     respect to year 2000 matters contained in the Company's Form 10-Q for
     the quarterly period ended September 30, 1999 and (b) as to the status
     of year 2000 matters with respect to third parties that, to the
     knowledge of the


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     Company after reasonable inquiry, such matters could not be reasonably
     expected to result in a Material Adverse Effect.

          (c) Subsection 7.3 of the Credit Agreement is amended by (i)
deleting the word "and" from the end of clause (f), (ii) deleting the
period at the end of clause (g) and substituting therefor the phrase ";and"
and (iii) adding thereto the following new clause (h):

               (h) Guarantee Obligations of the Company and the Subsidiary
          Guarantors in respect of the Holdings Senior Subordinated Notes,
          if applicable, provided that such Guarantee Obligations are
          subordinated to the Obligations or the Subsidiary Guarantees, as
          the case may be, to the same extent as the obligations of
          Holdings in respect of the Holdings Senior Subordinated Notes are
          subordinated to the obligations of Holdings under the Credit
          Documents to which it is a party.

          (d) Subsection 7.10 of the Credit Agreement is amended by (i)
deleting the word "and" from the end of clause (b), (ii) deleting the
period at the end of clause (c) and substituting therefor the phrase ";and"
and (iii) adding thereto the following new clause (d):

               (d) the Company may pay dividends to Holdings in amounts
          sufficient to permit Holdings to make scheduled payments of
          interest on the Holdings Senior Subordinated Notes when due as
          long as at the time thereof and after giving effect thereto, no
          Default or Event of Default shall have occurred and be continuing
          under paragraph (a) of Section 8.

          (e) Section 8 of the Credit Agreement is amended by adding the
following at the end of paragraph (k):

     or (iii) a change of control, however denominated, shall occur under
     the Holdings Senior Subordinated Note Indenture; or

          (f) Paragraph (j) of Section 8 of the Credit Agreement is hereby
amended by (i) deleting the word "or" from the end of clause (ii) thereof
and substituting therefor a comma and (ii) deleting the phrase ";or" at the
end of clause (iii) and substituting therefor the following:

          or (iv) the incurrence of Indebtedness by Holdings consisting of
          the Holdings Senior Subordinated Notes as long as (i) the
          aggregate principal amount of the Holdings Senior Subordinated
          Notes does not exceed $200,000,000, (ii) the Holdings Senior
          Subordinated Notes are issued at par or at a discount or premium
          not giving rise to original issue discount under


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<PAGE>
          the Code, (iii) the Holdings Senior Subordinated Notes contain
          covenants, events of default and remedies as are then customary
          for similar subordinated unsecured debt securities issued in a
          public offering or a Rule 144A transaction and in any event no
          more restrictive than those contained herein, (iv) the Holdings
          Senior Subordinated Notes have no scheduled principal payments
          prior to the sixth anniversary of the date of issuance thereof
          and are subject to no mandatory prepayments or redemptions or
          offers to purchase except for those based on a change of control
          or asset sales on terms as are then customary for senior
          unsecured debt securities issued in a public offering or a Rule
          144A transaction and (v) the Holdings Senior Subordinated Notes
          contain subordination provisions satisfactory to the
          Administrative Agent (the Holdings Senior Subordinated Notes
          shall be deemed to comply with this clause (iv) unless the
          Required Banks or the Administrative Agent notify the Company
          within five Business Days after their receipt of the preliminary
          offering memorandum (or any draft thereof containing
          substantially the same terms as are set forth in such preliminary
          offering memorandum) for the Holdings Senior Subordinated Notes
          that the senior subordinated notes described therein do not
          comply with this clause (iv), the Company hereby agreeing to
          distribute such preliminary offering memorandum to the Banks
          promptly following the printing thereof). To the extent that the
          aggregate principal amount of the Holdings Senior Subordinated
          Notes exceeds $150,000,000, such excess shall be deemed to
          utilize availability under clause (f) of Section 7.15, and
          Holdings and the Company hereby agree that they will not permit
          the aggregate principal amount of the Senior Subordinated Notes
          to exceed the sum of $150,000,000 plus the available unutilized
          amount under clause (f) of Section 7.15. Neither Holdings nor any
          of its Subsidiaries will (a) make or offer to make any optional
          or voluntary payment, prepayment, repurchase or redemption of or
          otherwise optionally or voluntarily defease or segregate funds
          with respect to the Holdings Senior Subordinated Notes, provided,
          however, Holdings may optionally redeem (and offer to optionally
          redeem) the Holdings Senior Subordinated Notes when permitted
          under, and in accordance with, the Holdings Senior Subordinated
          Note Indenture as long as (I) no such redemption occurs prior to
          the third anniversary of the Holdings Senior Subordinated Note
          Issuance Date, (II) no such redemption may be made if a Default
          or Event of Default exists at the time thereof or would exist
          after giving effect thereto and (III) the average closing price
          of the common stock of Holdings on the New York Stock Exchange
          during the period of 10 consecutive trading days immediately
          preceding the date on which Holdings issues a notice of
          redemption of the Holdings Senior Subordinated Notes in
          accordance with the Holdings Senior Subordinated



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<PAGE>
          Note Indenture exceeds the conversion price then in effect for
          such common stock as provided in the Holdings Senior Subordinated
          Note Indenture by at least 10%, (b) amend, modify, waive or
          otherwise change, or consent or agree to any amendment,
          modification, waiver or other change to, any of the terms of the
          Holdings Senior Subordinated Notes (other than any such
          amendment, modification, waiver or other change that (i) would
          extend the maturity or reduce the amount of any payment of
          principal thereof or reduce the rate or extend any date for
          payment of interest thereon and (ii) does not involve the payment
          of a consent fee), or (c) designate any Indebtedness (other than
          obligations of the Loan Parties pursuant to the Credit Documents)
          as "Designated Senior Indebtedness" for the purposes of the
          Holdings Senior Subordinated Note Indenture; or

          (g) Section 8 of the Credit Agreement is amended by adding the
following new paragraph (1) immediately after paragraph (k):

               (1) on and after the Holdings Senior Subordinated Note
          Issuance Date, the Holdings Senior Subordinated Notes or the
          guarantees thereof shall cease, for any reason, to be validly
          subordinated to the Obligations or the obligations of Holdings
          and the Subsidiary Guarantors, if applicable, under the Credit
          Documents, as the case may be, as provided in the Holdings Senior
          Subordinated Note Indenture, or any Loan Party, any Affiliate of
          any Loan Party, the trustee in respect of the Holdings Senior
          Subordinated Notes or the holders of at least 25% in aggregate
          principal amount of the Holdings Senior Subordinated Notes shall
          so assert;

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

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

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



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<PAGE>
hereby, the provisions of the Credit Agreement are and shall remain in full
force and effect.

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

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



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

                                COMMSCOPE, INC. OF NORTH CAROLINA

                                By: /s/ Barry D. Graham
                                   ---------------------------------------
                                    Title:  Treasurer


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

                                By: /s/ Steven J. Faliski
                                   ---------------------------------------
                                    Title:  Vice President


                                BANK OF AMERICA NATIONAL TRUST AND
                                SAVINGS ASSOCIATION, as a Co-Agent
                                and as a Bank

                                By: /s/ Adam Kaplan
                                   ---------------------------------------
                                    Title:  Vice President


                                BANKBOSTON, N.A., as a Co-Agent and as a Bank

                                By: /s/ Jorge A. Schwartz
                                   ---------------------------------------
                                    Title:  Director


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

                                By:  /s/ R. Glass
                                   ---------------------------------------
                                    Title:  Vice President



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<PAGE>
                                CIBC INC., as a Co-Agent and as a Bank

                                By:  /s/ Lindsay Gordon
                                   ---------------------------------------
                                    Title:  Executive Director


                                CREDIT LYONNAIS ATLANTA AGENCY, as a Co-
                                Agent and as a Bank

                                By:  /s/ Scott R. Chappelka
                                   ---------------------------------------
                                    Title:  Vice President


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

                                By:  /s/ Frederick E. Blumer
                                   ---------------------------------------
                                    Title:  Vice President


                                THE FUJI BANK, LIMITED, ATLANTA AGENCY,
                                as a Co-Agent and as a Bank

                                By:  /s/ Yuji Tanaka
                                   ---------------------------------------
                                    Title:  Vice President & Manager




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

                                By:  /s/ Christopher L. Fincher
                                   ---------------------------------------
                                    Title:  Senior Vice President


                                BANQUE NATIONALE DE PARIS

                                By:  /s/ Nuala Marley
                                   ---------------------------------------
                                    Title:  Vice President

                                By:  /s/ Brian M. Foster
                                   ---------------------------------------
                                    Title:  Vice President


                                PARIBAS

                                By:  /s/ Duane Helkowski
                                   ---------------------------------------
                                    Title:  Vice President

                                By:  /s/ Scott C. Sergeant
                                   ---------------------------------------
                                    Title:  Assistant Vice President


                                CREDIT AGRICOLE INDOSUEZ

                                By:  /s/ Patrick Cocquerel
                                   ---------------------------------------
                                    Title:  First Vice President,
                                            Managing Director

                                By:  /s/ Michael R. Quiray
                                   ---------------------------------------
                                    Title:  Vice President, Senior
                                            Relationship Manager



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<PAGE>
                                COMMERZBANK AG, NEW YORK AND GRAND
                                CAYMAN BRANCHES

                                By:  /s/ Harry P. Yergey
                                   ---------------------------------------
                                    Title:  Senior Vice President & Manager

                                By:  /s/ Subash R. Viswanathan
                                   ---------------------------------------
                                    Title:  Vice President


                                DESIGNATED LENDER:
                                FOUR WINDS FUNDING CORPORATION
                                By Commerzbank AG, New York
                                Branch, as Administrator and
                                attorney-in-fact

                                By:  /s/ Carl H. Jackson
                                   ---------------------------------------
                                    Title:  Senior Vice President

                                By:  /s/ Howard A. Thompson
                                   ---------------------------------------
                                    Title:  Vice President


                                DESIGNATING LENDER:
                                COMMERZBANK AG, NEW YORK AND GRAND
                                CAYMAN BRANCHES

                                By:  /s/ Harry P. Yergey
                                   ---------------------------------------
                                    Title:  Senior Vice President & Manager

                                By:  /s/ Subash R. Viswanathan
                                   ---------------------------------------
                                    Title:  Vice President


                                FLEET NATIONAL BANK

                                By:  /s/ Deanne M. Horn
                                   ---------------------------------------
                                    Title:  Vice President



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<PAGE>
                                THE MITSUI TRUST AND BANKING COMPANY, LIMITED

                                By:  /s/ Satoshi Kikuchihara
                                   ---------------------------------------
                                    Title:  Senior Vice President


                                THE SANWA BANK LIMITED, CHICAGO BRANCH

                                By:  /s/ Kenneth C. Eichwald
                                   ---------------------------------------
                                    Title:  Executive Vice President


                                SCOTIABANC INC.

                                By:  /s/ William E. Zarrett
                                   ---------------------------------------
                                    Title:  Managing Director


                                THE SUMITOMO BANK, LTD., CHICAGO BRANCH

                                By:  /s/ John H. Kemper
                                   ---------------------------------------
                                    Title:  Senior Vice President




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<PAGE>
                                STB DELAWARE FUNDING TRUST I

                                By:  /s/ Donald C. Hargadon
                                   ---------------------------------------
                                    Title:  Assistant Vice President


                                THE TOKAI BANK, LTD., NEW YORK BRANCH

                                By: /s/ Shinichi Nakatani
                                   ---------------------------------------
                                    Title:  Assistant General Manager


                                GENERAL ELECTRIC CAPITAL CORPORATION

                                By:  /s/ Gregory Hong
                                   ---------------------------------------
                                    Title:  Duly Authorized Signatory



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

COMMSCOPE, INC.

By:  /s/ Barry D. Graham
   ----------------------------------
   Title:




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