As filed with the Securities and Exchange Commission on May 17, 2006
                                  Registration No.  333-
===============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                    -----------------------------------

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                    -----------------------------------

                              COMMSCOPE, INC.
           (Exact name of registrant as specified in its charter)
           Delaware                                   36-4135495
        (State or other                            (I.R.S. Employer
       jurisdiction of                          Identification Number)
       incorporation or
        organization)
                         1100 CommScope Place, S.E.
                                P.O. Box 339
                       Hickory, North Carolina 28602
            (Address of Principal Executive Offices) (Zip Code)

               COMMSCOPE, INC. 2006 LONG TERM INCENTIVE PLAN
                          (Full title of the plan)

                          Frank B. Wyatt II, Esq.
            Senior Vice President, General Counsel and Secretary
                   1100 CommScope Place, SE, P.O. Box 339
                          Hickory, North Carolina
                               (828) 324-2200
         (Name, address, and telephone number of agent for service)


<PAGE>

<TABLE>
<CAPTION>

                                CALCULATION OF REGISTRATION FEE
==================================================================================================
                                                       Proposed       Proposed
     Title of Securities                Amount         Maximum        Maximum         Amount
       to be Registered                 to be          Offering       Aggregate         of
                                      Registered       Price Per      Offering      Registration
                                         (1)           Share (2)      Price (2)        Fee
--------------------------------------------------------------------------------------------------

<S>                                   <C>              <C>            <C>            <C>
Common Stock, par value $0.01         2,300,000        $29.24         $67,252,000    $7,195.96
per share (the "Common Stock")(3)     shares
--------------------------------------------------------------------------------------------------

<FN>
(1)  Includes an indeterminate number of shares of Common Stock that may be
     issued  in the  event of stock  splits,  stock  dividends  or  similar
     transactions  in  accordance  with Rule 416 of the  Securities  Act of
     1933, as amended (the "Securities Act").

(2)  Estimated  solely for the purpose of determining the  registration fee
     pursuant to Rule 457(c) and (h) of the  Securities  Act based upon the
     average  of the high and low  sales  prices  for the  Common  Stock as
     reported by the New York Stock Exchange on May 15, 2006.

(3)  Each share of Common  Stock  includes  one  preferred  share  purchase
     right,  initially  attached  to and  traded  with each share of Common
     Stock. The value  attributable to the rights,  if any, is reflected in
     the value of a share of Common Stock.

</FN>
</TABLE>

<PAGE>


                         EXPLANATORY NOTE

     On May 5, 2006, our  stockholders  approved the  CommScope,  Inc. 2006
Long Term  Incentive  Plan (the "Plan").  The purpose of this  Registration
Statement on Form S-8 is to register  2,300,000 shares of Common Stock that
may be issued under the Plan.

                                   PART I

     Participants   in  the  Plan  will  be  provided  with  the  documents
containing  information specified by Part I of this Registration  Statement
in  accordance  with  Rule  428(b)(1)  promulgated  by the  Securities  and
Exchange  Commission  (the "SEC") under the Securities Act. These documents
constitute,  along with the documents  incorporated  by reference into this
Registration  Statement  pursuant to Item 3 of Part II, a  prospectus  that
meets the requirements of Section 10(a) of the Securities Act.

                                  PART II
             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference

     We file annual,  quarterly and special  reports,  proxy statements and
other  information with the SEC. You may read and copy any document we file
at the SEC's public  reference rooms in Washington,  D.C., New York, NY and
Chicago,  IL. Please call the SEC at 1-800-SEC-0330 for further information
on the public  reference  rooms or access our SEC  filings on the SEC's web
site at  http://www.sec.gov.  Reports, proxy and information statements and
other information concerning us can also be inspected at the offices of the
New York Stock Exchange located at 20 Broad Street, New York, NY 10005.

     The SEC allows us to "incorporate by reference"  information into this
Registration  Statement,   which  means  that  we  can  disclose  important
information to you by referring you to another  document  filed  separately
with the SEC. The information incorporated by reference is considered to be
part of this  Registration  Statement,  and later  information that we file
with the SEC will  automatically  update this  Registration  Statement.  We
incorporate  by reference  the following  documents and any future  filings
made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange  Act of  1934,  as  amended  (the  "Exchange  Act"),  prior to the
termination of the offerings registered on this Registration Statement:

     (a)  Our Annual  Report on Form 10-K for the year ended  December  31,
          2005.

     (b)  Our Quarterly  Report on Form 10-Q for the period ended March 31,
          2006.

     (c)  Our Current Reports on Form 8-K dated February 13, 2006, March 1,
          2006,  March  23,  2006  and  May 9,  2006  (reporting  that  our
          stockholders approved the Plan).

     (d)  The description of our common stock contained in our registration
          statement  on Form S-4 filed  with the SEC on June 13,  1997,  as
          amended.

     (e)  The description of our preferred share purchase rights  contained
          in our  registration  statement on Form 8-A filed with the SEC on
          June 30, 1997, as amended.

     Item 4.  Description of Securities

     Not applicable.

     Item 5.  Interests of Named Experts and Counsel

     Certain legal  matters with respect to the issuance of the  securities
offered hereby will be passed upon for us by Fried, Frank, Harris,  Shriver
& Jacobson LLP.

     Item 6.  Indemnification of Directors and Officers

     Section  145 of the  Delaware  General  Corporation  Law (the  "DGCL")
provides  that a corporation  may indemnify its directors and officers,  as
well as other employees and individuals  (each an "Indemnified  Party," and
collectively,   "Indemnified   Parties"),   against   expenses   (including
attorneys'  fees),  judgments,  fines,  and amounts paid in  settlement  in
connection with specified  actions,  suits, or proceedings,  whether civil,
criminal,  administrative, or investigative,  other than in connection with
actions by or in the right of the corporation (a "derivative  action"),  if
an Indemnified  Party acted in good faith and in a manner such  Indemnified
Party reasonably  believed to be in or not opposed to the best interests of
the corporation and, with respect to any criminal action or proceeding, had
no  reasonable  cause to believe  that his or her conduct was  unlawful.  A
similar  standard is applicable in the case of derivative  actions,  except
that a corporation  may only  indemnify an  Indemnified  Party for expenses
(including  attorneys'  fees)  incurred in  connection  with the defense or
settlement of such  derivative  action.  Additionally,  in the context of a
derivative  action,  DGCL Section 145 requires court approval  before there
can be any indemnification where an Indemnified Party has been found liable
to the corporation.  The statute provides that it is not exclusive of other
indemnification   arrangements   that  may  be   granted   pursuant   to  a
corporation's  charter,  by-laws,  disinterested director vote, stockholder
vote, agreement, or otherwise.

     Section  102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation  that a director of the corporation  shall not
be personally  liable to the corporation or its  stockholders  for monetary
damages for breach of fiduciary  duty as a director,  except for  liability
for (i) any breach of the director's  duty of loyalty to the corporation or
its stockholders, (ii) acts or omissions not in good faith or which involve
intentional  misconduct or a knowing violation of law, (iii) any willful or
negligent   declaration  of  an  unlawful   dividend,   stock  purchase  or
redemption,  or (iv) any  transaction  from which the  director  derived an
improper personal benefit.

     Our  Certificate  of  Incorporation   and  By-Laws  provide  that  our
directors and officers  shall not, to the fullest  extent  permitted by the
DGCL, be liable to us or any of our  stockholders  for monetary damages for
any breach of fiduciary duty as a director or officer,  as the case may be.
Our Certificate of Incorporation  and By-Laws also provide that if the DGCL
is amended to permit  further  elimination  or  limitation  of the personal
liability of directors  and  officers,  then the liability of our directors
and officers shall be eliminated or limited to the fullest extent permitted
by the DGCL, as so amended.

     We have  entered  into  agreements  to  indemnify  our  directors  and
officers in addition to the indemnification provided for in our Certificate
of  Incorporation  and  By-Laws.  These  agreements,  among  other  things,
indemnify  our directors  and officers to the fullest  extent  permitted by
Delaware  or other  applicable  state law for certain  expenses  (including
attorney's  fees),  liabilities,  judgments,  fines and settlement  amounts
incurred by such person arising out of or in connection  with such person's
service as a director or officer of us or one of our affiliates.

     We maintain directors' and officers' liability insurance,  under which
our  directors  and officers are insured,  within the limits and subject to
the  limitations of the policies,  against  certain  expenses in connection
with the defense of, and  certain  liabilities  which might be imposed as a
result  of,  actions,  suits or  proceedings  to which  our  directors  and
officers  are  parties by reason of being or having been our  directors  or
officers, as the case may be.

     Item 7.  Exemption from Registration Claimed

     Not applicable.

     Item 8.  Exhibits

Exhibit No.     Description of Exhibit

4.1             Amended and Restated  Certificate of  Incorporation  of the
                Registrant  (incorporated  herein  by  reference  from  the
                Registrant's  Quarterly  Report on Form 10-Q for the period
                ended June 30, 1997 (File No. 001-12929)).

4.2             Amended   and   Restated    By-Laws   of   the   Registrant
                (incorporated  herein by  reference  from the  Registrant's
                Quarterly Report on Form 10-Q for the period ended June 30,
                1997 (File No. 001-12929)).

4.3             Rights  Agreement,  dated as of June 12, 1997,  between the
                Registrant  and  ChaseMellon   Shareholder  Services,   LLC
                (incorporated  herein by  reference  from the  Registration
                Statement  on  Form  8-A  filed  with  the  Securities  and
                Exchange Commission on June 30, 1997 (File No. 001-12929)).

4.4             Amendment No. 1 to Rights  Agreement,  dated as of June 14,
                1999,  between the Registrant and  ChaseMellon  Shareholder
                Services LLC  (incorporated  herein by  reference  from the
                Registration   Statement  on  Form  8-A/A  filed  with  the
                Securities  and Exchange  Commission on June 14, 1999 (File
                No. 001-12929)).

4.5             Amendment No. 2 to Rights  Agreement,  dated as of November
                15,  2001  between  the  Registrant  and  Mellon   Investor
                Services,  LLC  (incorporated  herein by reference from the
                Registration   Statement  on  Form  8-A/A  filed  with  the
                Securities  and  Exchange  Commission  on November 19, 2001
                (File No. 001-12929)).

4.6             CommScope, Inc. 2006 Long Term Incentive Plan (incorporated
                by reference to Exhibit A to  Registrant's  Proxy Statement
                filed on March 16, 2006 (File No. 001-12929)).

5.1*            Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP

23.1            Consent of Fried,  Frank,  Harris,  Shriver & Jacobson  LLP
                (included in Exhibit 5.1)

23.2*           Consent of Deloitte & Touche LLP

23.3*           Consent of PricewaterhouseCoopers LLP

24.1            Powers of Attorney (included on the signature pages)

----------------------

*  Filed herewith

     Item 9.  Undertakings

     (a)  We hereby undertake:

               (1)  To file, during any period in which offers or sales are
                    being  made,   a   post-effective   amendment  to  this
                    Registration Statement:

                        (i)     To  include  any  prospectus   required  by
                                Section 10(a)(3) of the Securities Act;

                        (ii)    To reflect in the  prospectus  any facts or
                                events  arising after the effective date of
                                the  Registration  Statement  (or the  most
                                recent  post-effective  amendment  thereof)
                                which,  individually  or in the  aggregate,
                                represent  a  fundamental   change  in  the
                                information  set forth in the  Registration
                                Statement; and

                        (iii)   To include any  material  information  with
                                respect  to the  plan of  distribution  not
                                previously  disclosed  in the  Registration
                                Statement  or any  material  change to such
                                information in the Registration Statement;

               provided,  however,  that  the  undertakings  set  forth  in
               paragraphs   (i)  and  (ii)   above  do  not  apply  if  the
               information  required  to be  included  in a  post-effective
               amendment  by those  paragraphs  is  contained  in  periodic
               reports we filed  under  Section 13 or Section  15(d) of the
               Exchange  Act  that are  incorporated  by  reference  in the
               Registration Statement.

               (2)  That,  for the  purpose of  determining  any  liability
                    under the  Securities  Act,  each  such  post-effective
                    amendment  shall  be  deemed  to be a new  registration
                    statement  relating to the securities  offered therein,
                    and the offering of such  securities at that time shall
                    be deemed to be the initial bona fide offering thereof.

               (3)  To   remove   from   registration   by   means   of   a
                    post-effective  amendment any of the  securities  being
                    registered  which remain unsold at the  termination  of
                    the offering.

     (b) We undertake  that, for the purpose of  determining  any liability
under the  Securities  Act,  each filing of our annual  report  pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where  applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the  Exchange  Act)  that is  incorporated  by  reference  in this
Registration  Statement shall be deemed to be a new registration  statement
relating  to the  securities  offered  therein,  and the  offering of those
securities  at that  time  will  be  deemed  to be the  initial  bona  fide
offering.

     (c) To the extent that  indemnification  for liabilities arising under
the  Securities  Act  may be  permitted  to  our  directors,  officers  and
controlling  persons in accordance with the provisions  described in Item 6
of this Registration Statement, or otherwise, we have been advised that, in
the  opinion  of the SEC,  indemnification  is  against  public  policy  as
expressed in the Securities Act and is,  therefore,  unenforceable.  In the
event that a claim for indemnification against such liabilities (other than
the  payment by us of expenses  incurred  or paid by one of our  directors,
officers or controlling  persons in the  successful  defense of any action,
suit or  proceeding)  is  asserted by a  director,  officer or  controlling
person in connection with the securities being registered,  we will, unless
in the opinion of our counsel  the matter has been  settled by  controlling
precedent,  submit  to a court of  appropriate  jurisdiction  the  question
whether  indemnification  is  against  public  policy as  expressed  in the
Securities Act and will be governed by the final adjudication of the issue.



<PAGE>


                                 SIGNATURES

     Pursuant to the requirements of the Securities Act, we certify that we
have reasonable grounds to believe that we meet all of the requirements for
filing on Form S-8, and have duly caused this Registration  Statement to be
signed on our behalf by the undersigned,  thereunto duly authorized, in the
City of Hickory, State of North Carolina, on May 17, 2006.

                                   COMMSCOPE, INC.


                                    /s/ Frank M. Drendel
                                   --------------------------------
                                   By:  Frank M. Drendel
                                   Title:  Chairman and Chief
                                           Executive Officer


                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose signature
appears  below  constitutes  and  appoints  Frank  M.  Drendel,  Jearld  L.
Leonhardt and Frank B. Wyatt,  II, and each of them, as his or her true and
lawful  attorney-in-fact  and agent with full  powers of  substitution  and
resubstitution,  for him or her in his or her name, place and stead, in any
and all  capacities,  to sign any and all  amendments to this  Registration
Statement (including post-effective amendments),  and any and all documents
in connection  therewith,  and to file the same, with all exhibits thereto,
and other documents in connection  therewith,  with the SEC,  granting unto
said  attorney-in-fact and agent full power and authority to do and perform
each and every  act and thing  requisite  and  necessary  to be done in and
about the premises in order to effectuate the same, as fully to all intents
and purposes as he or she might or could do in person, and hereby ratifies,
approves and confirms all that his or her said  attorney-in-fact and agent,
each acting alone, or his or her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act, this  Registration
Statement has been signed below by the following  persons in the capacities
and on the date indicated.

         Signature                     Title                Date
---------------------------- ------------------------- -----------------
/s/ Frank M. Drendel         Chairman and Chief        May 17, 2006
Frank M. Drendel             Executive Officer
                             (Principal Executive
                             Officer)



/s/ Jearld L. Leonhardt      Executive Vice President  May 17, 2006
Jearld L. Leonhardt          and Chief Financial
                             Officer (Principal
                             Financial Officer)


/s/ William R. Gooden        Senior Vice President     May 17, 2006
William R. Gooden            and Controller
                             (Principal Accounting
                             Officer)


/s/ Boyd L. George           Director                  May 17, 2006
Boyd L. George


/s/ George N. Hutton, Jr.    Director                  May 17, 2006
George N. Hutton, Jr.


/s/ Katsuhiko Okubo          Director                  May 17, 2006
Katsuhiko Okubo


/s/ Richard C. Smith         Director                  May 17, 2006
Richard C. Smith


/s/ June E. Travis           Director                  May 17, 2006
June E. Travis


/s/ James N. Whitson         Director                  May 17, 2006
James N. Whitson

<PAGE>

INDEX TO EXHIBITS

Exhibit No.     Description of Exhibit

4.1             Amended and Restated  Certificate of  Incorporation
                of   the   Registrant   (incorporated   herein   by
                reference from the  Registrant's  Quarterly  Report
                on Form 10-Q for the  period  ended  June 30,  1997
                (File No. 001-12929)).

4.2             Amended  and  Restated  By-Laws  of the  Registrant
                (incorporated   herein   by   reference   from  the
                Registrant's  Quarterly Report on Form 10-Q for the
                period ended June 30, 1997 (File No. 001-12929)).

4.3             Rights  Agreement,  dated  as  of  June  12,  1997,
                between the Registrant and ChaseMellon  Shareholder
                Services,  LLC  (incorporated  herein by  reference
                from the  Registration  Statement on Form 8-A filed
                with the  Securities  and  Exchange  Commission  on
                June 30, 1997 (File No. 001-12929)).

4.4             Amendment  No. 1 to Rights  Agreement,  dated as of
                June  14,   1999,   between  the   Registrant   and
                ChaseMellon  Shareholder Services LLC (incorporated
                herein   by   reference   from   the   Registration
                Statement  on Form 8-A/A filed with the  Securities
                and Exchange  Commission on June 14, 1999 (File No.
                001-12929)).

4.5             Amendment  No. 2 to Rights  Agreement,  dated as of
                November  15,  2001  between  the   Registrant  and
                Mellon Investor Services,  LLC (incorporated herein
                by  reference  from the  Registration  Statement on
                Form 8-A/A filed with the  Securities  and Exchange
                Commission   on   November   19,   2001  (File  No.
                001-12929)).

4.6             CommScope,  Inc.  2006  Long  Term  Incentive  Plan
                (incorporated   by   reference   to  Exhibit  A  to
                Registrant's  Proxy  Statement  filed on March  16,
                2006 (File No. 001-12929)).

5.1*            Opinion  of  Fried,   Frank,   Harris,   Shriver  &
                Jacobson LLP

23.1            Consent  of  Fried,   Frank,   Harris,   Shriver  &
                Jacobson LLP (included in Exhibit 5.1)

23.2*           Consent of Deloitte & Touche LLP

23.3*           Consent of PricewaterhouseCoopers LLP

24.1            Powers  of  Attorney  (included  on  the  signature
                pages)

----------------------

*  Filed herewith
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{"company-data": {"conformed-name": "COMMSCOPE INC", "cik": "0001035884", "assigned-sic": "3663", "irs-number": "364135495", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-134207", "film-number": "06848968"}, "business-address": {"street1": "1100 COMMSCOPE PLACE SE", "city": "HICKORY", "state": "NC", "zip": "28602", "phone": "8283242200"}, "mail-address": {"street1": "1100 COMMSCOPE PLACE SE", "city": "HICKORY", "state": "NC", "zip": "28602"}}
As filed with the Securities and Exchange Commission on May 17, 2006
                                  Registration No.  333-
===============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                    -----------------------------------

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                    -----------------------------------

                              COMMSCOPE, INC.
           (Exact name of registrant as specified in its charter)
           Delaware                                   36-4135495
        (State or other                            (I.R.S. Employer
       jurisdiction of                          Identification Number)
       incorporation or
        organization)
                         1100 CommScope Place, S.E.
                                P.O. Box 339
                       Hickory, North Carolina 28602
            (Address of Principal Executive Offices) (Zip Code)

               COMMSCOPE, INC. 2006 LONG TERM INCENTIVE PLAN
                          (Full title of the plan)

                          Frank B. Wyatt II, Esq.
            Senior Vice President, General Counsel and Secretary
                   1100 CommScope Place, SE, P.O. Box 339
                          Hickory, North Carolina
                               (828) 324-2200
         (Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
==================================================================================================
                                                       Proposed       Proposed
     Title of Securities                Amount         Maximum        Maximum         Amount
       to be Registered                 to be          Offering       Aggregate         of
                                      Registered       Price Per      Offering      Registration
                                         (1)           Share (2)      Price (2)        Fee
--------------------------------------------------------------------------------------------------
Common Stock, par value $0.01         2,300,000        $29.24         $67,252,000    $7,195.96
per share (the "Common Stock")(3)     shares
--------------------------------------------------------------------------------------------------
(1)  Includes an indeterminate number of shares of Common Stock that may be
     issued  in the  event of stock  splits,  stock  dividends  or  similar
     transactions  in  accordance  with Rule 416 of the  Securities  Act of
     1933, as amended (the "Securities Act").

(2)  Estimated  solely for the purpose of determining the  registration fee
     pursuant to Rule 457(c) and (h) of the  Securities  Act based upon the
     average  of the high and low  sales  prices  for the  Common  Stock as
     reported by the New York Stock Exchange on May 15, 2006.

(3)  Each share of Common  Stock  includes  one  preferred  share  purchase
     right,  initially  attached  to and  traded  with each share of Common
     Stock. The value  attributable to the rights,  if any, is reflected in
     the value of a share of Common Stock.
EXPLANATORY NOTE

     On May 5, 2006, our  stockholders  approved the  CommScope,  Inc. 2006
Long Term  Incentive  Plan (the "Plan").  The purpose of this  Registration
Statement on Form S-8 is to register  2,300,000 shares of Common Stock that
may be issued under the Plan.

                                   PART I

     Participants   in  the  Plan  will  be  provided  with  the  documents
containing  information specified by Part I of this Registration  Statement
in  accordance  with  Rule  428(b)(1)  promulgated  by the  Securities  and
Exchange  Commission  (the "SEC") under the Securities Act. These documents
constitute,  along with the documents  incorporated  by reference into this
Registration  Statement  pursuant to Item 3 of Part II, a  prospectus  that
meets the requirements of Section 10(a) of the Securities Act.

                                  PART II
             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference

     We file annual,  quarterly and special  reports,  proxy statements and
other  information with the SEC. You may read and copy any document we file
at the SEC's public  reference rooms in Washington,  D.C., New York, NY and
Chicago,  IL. Please call the SEC at 1-800-SEC-0330 for further information
on the public  reference  rooms or access our SEC  filings on the SEC's web
site at  http://www.sec.gov.  Reports, proxy and information statements and
other information concerning us can also be inspected at the offices of the
New York Stock Exchange located at 20 Broad Street, New York, NY 10005.

     The SEC allows us to "incorporate by reference"  information into this
Registration  Statement,   which  means  that  we  can  disclose  important
information to you by referring you to another  document  filed  separately
with the SEC. The information incorporated by reference is considered to be
part of this  Registration  Statement,  and later  information that we file
with the SEC will  automatically  update this  Registration  Statement.  We
incorporate  by reference  the following  documents and any future  filings
made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange  Act of  1934,  as  amended  (the  "Exchange  Act"),  prior to the
termination of the offerings registered on this Registration Statement:

     (a)  Our Annual  Report on Form 10-K for the year ended  December  31,
          2005.

     (b)  Our Quarterly  Report on Form 10-Q for the period ended March 31,
          2006.

     (c)  Our Current Reports on Form 8-K dated February 13, 2006, March 1,
          2006,  March  23,  2006  and  May 9,  2006  (reporting  that  our
          stockholders approved the Plan).

     (d)  The description of our common stock contained in our registration
          statement  on Form S-4 filed  with the SEC on June 13,  1997,  as
          amended.

     (e)  The description of our preferred share purchase rights  contained
          in our  registration  statement on Form 8-A filed with the SEC on
          June 30, 1997, as amended.

     Item 4.  Description of Securities

     Not applicable.

     Item 5.  Interests of Named Experts and Counsel

     Certain legal  matters with respect to the issuance of the  securities
offered hereby will be passed upon for us by Fried, Frank, Harris,  Shriver
& Jacobson LLP.

     Item 6.  Indemnification of Directors and Officers

     Section  145 of the  Delaware  General  Corporation  Law (the  "DGCL")
provides  that a corporation  may indemnify its directors and officers,  as
well as other employees and individuals  (each an "Indemnified  Party," and
collectively,   "Indemnified   Parties"),   against   expenses   (including
attorneys'  fees),  judgments,  fines,  and amounts paid in  settlement  in
connection with specified  actions,  suits, or proceedings,  whether civil,
criminal,  administrative, or investigative,  other than in connection with
actions by or in the right of the corporation (a "derivative  action"),  if
an Indemnified  Party acted in good faith and in a manner such  Indemnified
Party reasonably  believed to be in or not opposed to the best interests of
the corporation and, with respect to any criminal action or proceeding, had
no  reasonable  cause to believe  that his or her conduct was  unlawful.  A
similar  standard is applicable in the case of derivative  actions,  except
that a corporation  may only  indemnify an  Indemnified  Party for expenses
(including  attorneys'  fees)  incurred in  connection  with the defense or
settlement of such  derivative  action.  Additionally,  in the context of a
derivative  action,  DGCL Section 145 requires court approval  before there
can be any indemnification where an Indemnified Party has been found liable
to the corporation.  The statute provides that it is not exclusive of other
indemnification   arrangements   that  may  be   granted   pursuant   to  a
corporation's  charter,  by-laws,  disinterested director vote, stockholder
vote, agreement, or otherwise.

     Section  102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation  that a director of the corporation  shall not
be personally  liable to the corporation or its  stockholders  for monetary
damages for breach of fiduciary  duty as a director,  except for  liability
for (i) any breach of the director's  duty of loyalty to the corporation or
its stockholders, (ii) acts or omissions not in good faith or which involve
intentional  misconduct or a knowing violation of law, (iii) any willful or
negligent   declaration  of  an  unlawful   dividend,   stock  purchase  or
redemption,  or (iv) any  transaction  from which the  director  derived an
improper personal benefit.

     Our  Certificate  of  Incorporation   and  By-Laws  provide  that  our
directors and officers  shall not, to the fullest  extent  permitted by the
DGCL, be liable to us or any of our  stockholders  for monetary damages for
any breach of fiduciary duty as a director or officer,  as the case may be.
Our Certificate of Incorporation  and By-Laws also provide that if the DGCL
is amended to permit  further  elimination  or  limitation  of the personal
liability of directors  and  officers,  then the liability of our directors
and officers shall be eliminated or limited to the fullest extent permitted
by the DGCL, as so amended.

     We have  entered  into  agreements  to  indemnify  our  directors  and
officers in addition to the indemnification provided for in our Certificate
of  Incorporation  and  By-Laws.  These  agreements,  among  other  things,
indemnify  our directors  and officers to the fullest  extent  permitted by
Delaware  or other  applicable  state law for certain  expenses  (including
attorney's  fees),  liabilities,  judgments,  fines and settlement  amounts
incurred by such person arising out of or in connection  with such person's
service as a director or officer of us or one of our affiliates.

     We maintain directors' and officers' liability insurance,  under which
our  directors  and officers are insured,  within the limits and subject to
the  limitations of the policies,  against  certain  expenses in connection
with the defense of, and  certain  liabilities  which might be imposed as a
result  of,  actions,  suits or  proceedings  to which  our  directors  and
officers  are  parties by reason of being or having been our  directors  or
officers, as the case may be.

     Item 7.  Exemption from Registration Claimed

     Not applicable.

     Item 8.  Exhibits

Exhibit No.     Description of Exhibit

4.1             Amended and Restated  Certificate of  Incorporation  of the
                Registrant  (incorporated  herein  by  reference  from  the
                Registrant's  Quarterly  Report on Form 10-Q for the period
                ended June 30, 1997 (File No. 001-12929)).

4.2             Amended   and   Restated    By-Laws   of   the   Registrant
                (incorporated  herein by  reference  from the  Registrant's
                Quarterly Report on Form 10-Q for the period ended June 30,
                1997 (File No. 001-12929)).

4.3             Rights  Agreement,  dated as of June 12, 1997,  between the
                Registrant  and  ChaseMellon   Shareholder  Services,   LLC
                (incorporated  herein by  reference  from the  Registration
                Statement  on  Form  8-A  filed  with  the  Securities  and
                Exchange Commission on June 30, 1997 (File No. 001-12929)).

4.4             Amendment No. 1 to Rights  Agreement,  dated as of June 14,
                1999,  between the Registrant and  ChaseMellon  Shareholder
                Services LLC  (incorporated  herein by  reference  from the
                Registration   Statement  on  Form  8-A/A  filed  with  the
                Securities  and Exchange  Commission on June 14, 1999 (File
                No. 001-12929)).

4.5             Amendment No. 2 to Rights  Agreement,  dated as of November
                15,  2001  between  the  Registrant  and  Mellon   Investor
                Services,  LLC  (incorporated  herein by reference from the
                Registration   Statement  on  Form  8-A/A  filed  with  the
                Securities  and  Exchange  Commission  on November 19, 2001
                (File No. 001-12929)).

4.6             CommScope, Inc. 2006 Long Term Incentive Plan (incorporated
                by reference to Exhibit A to  Registrant's  Proxy Statement
                filed on March 16, 2006 (File No. 001-12929)).

5.1*            Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP

23.1            Consent of Fried,  Frank,  Harris,  Shriver & Jacobson  LLP
                (included in Exhibit 5.1)

23.2*           Consent of Deloitte & Touche LLP

23.3*           Consent of PricewaterhouseCoopers LLP

24.1            Powers of Attorney (included on the signature pages)

----------------------

*  Filed herewith

     Item 9.  Undertakings

     (a)  We hereby undertake:

               (1)  To file, during any period in which offers or sales are
                    being  made,   a   post-effective   amendment  to  this
                    Registration Statement:

                        (i)     To  include  any  prospectus   required  by
                                Section 10(a)(3) of the Securities Act;

                        (ii)    To reflect in the  prospectus  any facts or
                                events  arising after the effective date of
                                the  Registration  Statement  (or the  most
                                recent  post-effective  amendment  thereof)
                                which,  individually  or in the  aggregate,
                                represent  a  fundamental   change  in  the
                                information  set forth in the  Registration
                                Statement; and

                        (iii)   To include any  material  information  with
                                respect  to the  plan of  distribution  not
                                previously  disclosed  in the  Registration
                                Statement  or any  material  change to such
                                information in the Registration Statement;

               provided,  however,  that  the  undertakings  set  forth  in
               paragraphs   (i)  and  (ii)   above  do  not  apply  if  the
               information  required  to be  included  in a  post-effective
               amendment  by those  paragraphs  is  contained  in  periodic
               reports we filed  under  Section 13 or Section  15(d) of the
               Exchange  Act  that are  incorporated  by  reference  in the
               Registration Statement.

               (2)  That,  for the  purpose of  determining  any  liability
                    under the  Securities  Act,  each  such  post-effective
                    amendment  shall  be  deemed  to be a new  registration
                    statement  relating to the securities  offered therein,
                    and the offering of such  securities at that time shall
                    be deemed to be the initial bona fide offering thereof.

               (3)  To   remove   from   registration   by   means   of   a
                    post-effective  amendment any of the  securities  being
                    registered  which remain unsold at the  termination  of
                    the offering.

     (b) We undertake  that, for the purpose of  determining  any liability
under the  Securities  Act,  each filing of our annual  report  pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where  applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the  Exchange  Act)  that is  incorporated  by  reference  in this
Registration  Statement shall be deemed to be a new registration  statement
relating  to the  securities  offered  therein,  and the  offering of those
securities  at that  time  will  be  deemed  to be the  initial  bona  fide
offering.

     (c) To the extent that  indemnification  for liabilities arising under
the  Securities  Act  may be  permitted  to  our  directors,  officers  and
controlling  persons in accordance with the provisions  described in Item 6
of this Registration Statement, or otherwise, we have been advised that, in
the  opinion  of the SEC,  indemnification  is  against  public  policy  as
expressed in the Securities Act and is,  therefore,  unenforceable.  In the
event that a claim for indemnification against such liabilities (other than
the  payment by us of expenses  incurred  or paid by one of our  directors,
officers or controlling  persons in the  successful  defense of any action,
suit or  proceeding)  is  asserted by a  director,  officer or  controlling
person in connection with the securities being registered,  we will, unless
in the opinion of our counsel  the matter has been  settled by  controlling
precedent,  submit  to a court of  appropriate  jurisdiction  the  question
whether  indemnification  is  against  public  policy as  expressed  in the
Securities Act and will be governed by the final adjudication of the issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act, we certify that we
have reasonable grounds to believe that we meet all of the requirements for
filing on Form S-8, and have duly caused this Registration  Statement to be
signed on our behalf by the undersigned,  thereunto duly authorized, in the
City of Hickory, State of North Carolina, on May 17, 2006.

                                   COMMSCOPE, INC.

                                    /s/ Frank M. Drendel
                                   --------------------------------
                                   By:  Frank M. Drendel
                                   Title:  Chairman and Chief
                                           Executive Officer

                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose signature
appears  below  constitutes  and  appoints  Frank  M.  Drendel,  Jearld  L.
Leonhardt and Frank B. Wyatt,  II, and each of them, as his or her true and
lawful  attorney-in-fact  and agent with full  powers of  substitution  and
resubstitution,  for him or her in his or her name, place and stead, in any
and all  capacities,  to sign any and all  amendments to this  Registration
Statement (including post-effective amendments),  and any and all documents
in connection  therewith,  and to file the same, with all exhibits thereto,
and other documents in connection  therewith,  with the SEC,  granting unto
said  attorney-in-fact and agent full power and authority to do and perform
each and every  act and thing  requisite  and  necessary  to be done in and
about the premises in order to effectuate the same, as fully to all intents
and purposes as he or she might or could do in person, and hereby ratifies,
approves and confirms all that his or her said  attorney-in-fact and agent,
each acting alone, or his or her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act, this  Registration
Statement has been signed below by the following  persons in the capacities
and on the date indicated.

         Signature                     Title                Date
---------------------------- ------------------------- -----------------
/s/ Frank M. Drendel         Chairman and Chief        May 17, 2006
Frank M. Drendel             Executive Officer
                             (Principal Executive
                             Officer)

/s/ Jearld L. Leonhardt      Executive Vice President  May 17, 2006
Jearld L. Leonhardt          and Chief Financial
                             Officer (Principal
                             Financial Officer)

/s/ William R. Gooden        Senior Vice President     May 17, 2006
William R. Gooden            and Controller
                             (Principal Accounting
                             Officer)

/s/ Boyd L. George           Director                  May 17, 2006
Boyd L. George

/s/ George N. Hutton, Jr.    Director                  May 17, 2006
George N. Hutton, Jr.

/s/ Katsuhiko Okubo          Director                  May 17, 2006
Katsuhiko Okubo

/s/ Richard C. Smith         Director                  May 17, 2006
Richard C. Smith

/s/ June E. Travis           Director                  May 17, 2006
June E. Travis

/s/ James N. Whitson         Director                  May 17, 2006
James N. Whitson
INDEX TO EXHIBITS

Exhibit No.     Description of Exhibit

4.1             Amended and Restated  Certificate of  Incorporation
                of   the   Registrant   (incorporated   herein   by
                reference from the  Registrant's  Quarterly  Report
                on Form 10-Q for the  period  ended  June 30,  1997
                (File No. 001-12929)).

4.2             Amended  and  Restated  By-Laws  of the  Registrant
                (incorporated   herein   by   reference   from  the
                Registrant's  Quarterly Report on Form 10-Q for the
                period ended June 30, 1997 (File No. 001-12929)).

4.3             Rights  Agreement,  dated  as  of  June  12,  1997,
                between the Registrant and ChaseMellon  Shareholder
                Services,  LLC  (incorporated  herein by  reference
                from the  Registration  Statement on Form 8-A filed
                with the  Securities  and  Exchange  Commission  on
                June 30, 1997 (File No. 001-12929)).

4.4             Amendment  No. 1 to Rights  Agreement,  dated as of
                June  14,   1999,   between  the   Registrant   and
                ChaseMellon  Shareholder Services LLC (incorporated
                herein   by   reference   from   the   Registration
                Statement  on Form 8-A/A filed with the  Securities
                and Exchange  Commission on June 14, 1999 (File No.
                001-12929)).

4.5             Amendment  No. 2 to Rights  Agreement,  dated as of
                November  15,  2001  between  the   Registrant  and
                Mellon Investor Services,  LLC (incorporated herein
                by  reference  from the  Registration  Statement on
                Form 8-A/A filed with the  Securities  and Exchange
                Commission   on   November   19,   2001  (File  No.
                001-12929)).

4.6             CommScope,  Inc.  2006  Long  Term  Incentive  Plan
                (incorporated   by   reference   to  Exhibit  A  to
                Registrant's  Proxy  Statement  filed on March  16,
                2006 (File No. 001-12929)).

5.1*            Opinion  of  Fried,   Frank,   Harris,   Shriver  &
                Jacobson LLP

23.1            Consent  of  Fried,   Frank,   Harris,   Shriver  &
                Jacobson LLP (included in Exhibit 5.1)

23.2*           Consent of Deloitte & Touche LLP

23.3*           Consent of PricewaterhouseCoopers LLP

24.1            Powers  of  Attorney  (included  on  the  signature
                pages)

----------------------

*  Filed herewith