AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 2000
                                                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)
                        1375 LENOIR-RHYNE BOULEVARD
                       HICKORY, NORTH CAROLINA 28602
                (Address of registrant's principal executive
                        offices, including zip code)

                    AMENDED AND RESTATED COMMSCOPE, INC.
                       1997 LONG-TERM INCENTIVE PLAN
                          (Full title of the plan)

                          FRANK B. WYATT II, ESQ.
               VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                        1375 LENOIR-RHYNE BOULEVARD
                       HICKORY, NORTH CAROLINA 28602
                               (828) 324-2200
         (Name, address, and telephone number of agent for service)

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

                      CALCULATION OF REGISTRATION FEE

================================================================================
                                        PROPOSED        PROPOSED
                            AMOUNT TO    MAXIMUM         MAXIMUM
                               BE        OFFERING       AGGREGATE    AMOUNT OF
   TITLE OF SECURIITES     REGISTERED   PRICE PER       OFFERING    REGISTRATION
    TO BE REGISTERED          (1)         SHARE           PRICE         FEE
--------------------------------------------------------------------------------

Common Stock, par value     2,000,000   $37.469(2)  $74,937,500(2)   $19,783.50
$.01  per share              shares

================================================================================

(1)  Includes an indeterminate number of shares of Common Stock that may be
     issuable  by  reason  of stock  splits,  stock  dividends  or  similar
     transactions  in accordance  with Rule 416 under the Securities Act of
     1933.

(2)  Estimated  solely for the purpose of determining the  registration fee
     pursuant to Rule 457(h) and in accordance therewith includes 2,000,000
     shares  subject to  options to be granted  under the Plan based on the
     average  of the high and low  sales  prices  for the  Common  Stock as
     reported by the New York Stock Exchange on June 9, 2000, a date within
     five business days of the date on which this registration statement is
     being filed.


<PAGE>


                              EXPLANATORY NOTE

     This Registration Statement is filed pursuant to Instruction E to Form
S-8 to register additional Common Stock issuable under Registrant's Amended
and Restated 1997 Long-Term Incentive Plan.

     Pursuant  to  Instruction  E  to  Form  S-8,  the  Registrant   hereby
incorporates by reference into this Registration  Statement the contents of
the Registrant's  Registration  Statement on Form S-8 (File No. 333-33555),
the Registrant's  Registration  Statement on Form S-8 (File No.  333-54017)
and any post-effective amendments thereto.

                                  PART II
             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8.  EXHIBITS

EXHIBIT NO.             DESCRIPTION OF EXHIBIT
-----------             ----------------------

4.1   --    Amended and Restated Certificate of Incorporation*

4.2   --    Amended and Restated By-Laws*

4.3   --    Rights Agreement, dated as of June 12, 1997, between CommScope,
            Inc. and ChaseMellon  Shareholder  Services,  L.L.C., as Rights
            Agent**

4.4   --    Amendment No. 1 to Rights Agreement, dated as of June 14, 1999,
            between CommScope,  Inc. and ChaseMellon  Shareholder Services,
            as Rights Agent***

4.5   --    Amended and Restated  CommScope,  Inc. 1997 Long-Term Incentive
            Plan (as amended through May 5, 2000)

5.1   --    Opinion of Fried, Frank, Harris, Shriver & Jacobson

23.1  --    Consent of Deloitte & Touche LLP

23.2  --    Consent of Fried, Frank,  Harris,  Shriver & Jacobson (included
            in Exhibit 5.1)

24.1  --    Powers of Attorney (included on the signature pages)

*  Incorporated herein by reference from the Company's  Quarterly Report on
Form 10-Q for the period ended June 30, 1997 (File No. 001-12929).

** Incorporated herein by reference from the Registration Statement on Form
8-A filed with the Commission on June 30, 1997 (File No. 001-12929).

***  Incorporated  herein by reference from the  Registration  Statement on
Form 8-A/A filed June 14, 1999 (File No. 001-12929).


<PAGE>


                                 SIGNATURES

     Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant  certifies  that it has  reasonable  grounds to believe  that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused
this Registration  Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Hickory, State of North Carolina,
on June 9, 2000.

                                    COMMSCOPE, INC.


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

                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose signature
appears below hereby  constitutes and appoints Frank M. Drendel,  Jearld L.
Leonhardt  and  Frank B.  Wyatt,  II,  and  each of them,  as  his true and
lawful attorneys-in-fact and agents, each acting alone, with full powers of
substitution  and  resubstitution,  for him in his or her  name,  place and
stead,  in any and all  capacities,  to sign any and all amendments to this
Registration Statement,  including any and all amendments,  and any and all
documents in connection therewith,  and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the Securities and
Exchange Commission,  granting unto said  attorneys-in-fact and agents 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,  as fully to
all  intents  and  purposes  as he might or could do in person,  and hereby
ratifies,  approves and confirms  all that his said  attorneys-in-fact  and
agents,  each acting alone, or his substitute or substitutes,  may lawfully
do or cause to be done by virtue hereof.

     Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has been  signed by the  following  persons in the
capacities and on the dates indicated:

     SIGNATURE                     TITLE                       DATE
     ---------                     -----                       ----

/s/Frank M. Drendel
--------------------    Chairman of the Board and Chief    June 9, 2000
Frank M. Drendel        Executive Officer (Principal
                        Executive Officer)


/s/Jearld L. Leonhardt
--------------------    Executive Vice President and       June 9, 2000
Jearld L. Leonhardt     Chief Financial Officer
                        (Principal Financial Officer)


/s/William R. Gooden
--------------------    Senior Vice President and          June 9, 2000
William R. Gooden       Controller (Principal Accounting
                        Officer)


/s/Edward D. Breen
--------------------    Director                           June 9, 2000
Edward D. Breen


/s/Duncan M. Faircloth
--------------------    Director                           June 9, 2000
Duncan M. Faircloth


/s/Boyd L. George
--------------------    Director                          June 12, 2000
Boyd L. George


/s/George N. Hutton, Jr.
--------------------    Director                           June 9, 2000
George N. Hutton, Jr.


/s/James N. Whitson
--------------------    Director                           June 9, 2000
James N. Whitson


<PAGE>


                             INDEX TO EXHIBITS
                             -----------------

EXHIBIT NO.                     DESCRIPTION OF EXHIBIT
-----------                     ----------------------

4.1   --    Amended and Restated Certificate of Incorporation*

4.2   --    Amended and Restated By-Laws*

4.3   --    Rights Agreement, dated as of June 12, 1997, between CommScope,
            Inc. and ChaseMellon  Shareholder  Services,  L.L.C., as Rights
            Agent**

4.4   --    Amendment No. 1 to Rights Agreement, dated as of June 14, 1999,
            between CommScope,  Inc. and ChaseMellon  Shareholder Services,
            as Rights Agent***

4.5   --    Amended and Restated  CommScope,  Inc. 1997 Long-Term Incentive
            Plan (as amended through May 5, 2000)

5.1   --    Opinion of Fried, Frank, Harris, Shriver & Jacobson

23.1  --    Consent of Deloitte & Touche LLP

23.2  --    Consent of Fried, Frank,  Harris,  Shriver & Jacobson (included
            in Exhibit 5.1)

24.1  --    Powers of Attorney (included on the signature pages)

*  Incorporated herein by reference from the Company's  Quarterly Report on
Form 10-Q for the period ended June 30, 1997 (File No. 001-12929).

** Incorporated herein by reference from the Registration Statement on Form
8-A filed with the Commission on June 30, 1997 (File No. 001-12929).

***  Incorporated  herein by reference from the  Registration  Statement on
Form 8-A/A filed June 14, 1999 (File No. 001-12929).
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 10401}]
{"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": "333-39072", "film-number": "653407"}, "business-address": {"street1": "1375 LENOIR RHYNE BLVD", "city": "HICKORY", "state": "NC", "zip": "28601", "phone": "8283242200"}, "mail-address": {"street1": "1375 LENOIR RHYNE BOULEVARD", "city": "HICKORY", "state": "NC", "zip": "28601"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 2000
                                                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)
                        1375 LENOIR-RHYNE BOULEVARD
                       HICKORY, NORTH CAROLINA 28602
                (Address of registrant's principal executive
                        offices, including zip code)

                    AMENDED AND RESTATED COMMSCOPE, INC.
                       1997 LONG-TERM INCENTIVE PLAN
                          (Full title of the plan)

                          FRANK B. WYATT II, ESQ.
               VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                        1375 LENOIR-RHYNE BOULEVARD
                       HICKORY, NORTH CAROLINA 28602
                               (828) 324-2200
         (Name, address, and telephone number of agent for service)

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

                      CALCULATION OF REGISTRATION FEE

================================================================================
                                        PROPOSED        PROPOSED
                            AMOUNT TO    MAXIMUM         MAXIMUM
                               BE        OFFERING       AGGREGATE    AMOUNT OF
   TITLE OF SECURIITES     REGISTERED   PRICE PER       OFFERING    REGISTRATION
    TO BE REGISTERED          (1)         SHARE           PRICE         FEE
--------------------------------------------------------------------------------

Common Stock, par value     2,000,000   $37.469(2)  $74,937,500(2)   $19,783.50
$.01  per share              shares

================================================================================

(1)  Includes an indeterminate number of shares of Common Stock that may be
     issuable  by  reason  of stock  splits,  stock  dividends  or  similar
     transactions  in accordance  with Rule 416 under the Securities Act of
     1933.

(2)  Estimated  solely for the purpose of determining the  registration fee
     pursuant to Rule 457(h) and in accordance therewith includes 2,000,000
     shares  subject to  options to be granted  under the Plan based on the
     average  of the high and low  sales  prices  for the  Common  Stock as
     reported by the New York Stock Exchange on June 9, 2000, a date within
     five business days of the date on which this registration statement is
     being filed.
EXPLANATORY NOTE

     This Registration Statement is filed pursuant to Instruction E to Form
S-8 to register additional Common Stock issuable under Registrant's Amended
and Restated 1997 Long-Term Incentive Plan.

     Pursuant  to  Instruction  E  to  Form  S-8,  the  Registrant   hereby
incorporates by reference into this Registration  Statement the contents of
the Registrant's  Registration  Statement on Form S-8 (File No. 333-33555),
the Registrant's  Registration  Statement on Form S-8 (File No.  333-54017)
and any post-effective amendments thereto.

                                  PART II
             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8.  EXHIBITS

EXHIBIT NO.             DESCRIPTION OF EXHIBIT
-----------             ----------------------

4.1   --    Amended and Restated Certificate of Incorporation*

4.2   --    Amended and Restated By-Laws*

4.3   --    Rights Agreement, dated as of June 12, 1997, between CommScope,
            Inc. and ChaseMellon  Shareholder  Services,  L.L.C., as Rights
            Agent**

4.4   --    Amendment No. 1 to Rights Agreement, dated as of June 14, 1999,
            between CommScope,  Inc. and ChaseMellon  Shareholder Services,
            as Rights Agent***

4.5   --    Amended and Restated  CommScope,  Inc. 1997 Long-Term Incentive
            Plan (as amended through May 5, 2000)

5.1   --    Opinion of Fried, Frank, Harris, Shriver & Jacobson

23.1  --    Consent of Deloitte & Touche LLP

23.2  --    Consent of Fried, Frank,  Harris,  Shriver & Jacobson (included
            in Exhibit 5.1)

24.1  --    Powers of Attorney (included on the signature pages)

*  Incorporated herein by reference from the Company's  Quarterly Report on
Form 10-Q for the period ended June 30, 1997 (File No. 001-12929).

** Incorporated herein by reference from the Registration Statement on Form
8-A filed with the Commission on June 30, 1997 (File No. 001-12929).

***  Incorporated  herein by reference from the  Registration  Statement on
Form 8-A/A filed June 14, 1999 (File No. 001-12929).
SIGNATURES

     Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant  certifies  that it has  reasonable  grounds to believe  that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused
this Registration  Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Hickory, State of North Carolina,
on June 9, 2000.

                                    COMMSCOPE, INC.

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

                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose signature
appears below hereby  constitutes and appoints Frank M. Drendel,  Jearld L.
Leonhardt  and  Frank B.  Wyatt,  II,  and  each of them,  as  his true and
lawful attorneys-in-fact and agents, each acting alone, with full powers of
substitution  and  resubstitution,  for him in his or her  name,  place and
stead,  in any and all  capacities,  to sign any and all amendments to this
Registration Statement,  including any and all amendments,  and any and all
documents in connection therewith,  and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the Securities and
Exchange Commission,  granting unto said  attorneys-in-fact and agents 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,  as fully to
all  intents  and  purposes  as he might or could do in person,  and hereby
ratifies,  approves and confirms  all that his said  attorneys-in-fact  and
agents,  each acting alone, or his substitute or substitutes,  may lawfully
do or cause to be done by virtue hereof.

     Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has been  signed by the  following  persons in the
capacities and on the dates indicated:

     SIGNATURE                     TITLE                       DATE
     ---------                     -----                       ----

/s/Frank M. Drendel
--------------------    Chairman of the Board and Chief    June 9, 2000
Frank M. Drendel        Executive Officer (Principal
                        Executive Officer)

/s/Jearld L. Leonhardt
--------------------    Executive Vice President and       June 9, 2000
Jearld L. Leonhardt     Chief Financial Officer
                        (Principal Financial Officer)

/s/William R. Gooden
--------------------    Senior Vice President and          June 9, 2000
William R. Gooden       Controller (Principal Accounting
                        Officer)

/s/Edward D. Breen
--------------------    Director                           June 9, 2000
Edward D. Breen

/s/Duncan M. Faircloth
--------------------    Director                           June 9, 2000
Duncan M. Faircloth

/s/Boyd L. George
--------------------    Director                          June 12, 2000
Boyd L. George

/s/George N. Hutton, Jr.
--------------------    Director                           June 9, 2000
George N. Hutton, Jr.

/s/James N. Whitson
--------------------    Director                           June 9, 2000
James N. Whitson
INDEX TO EXHIBITS
                             -----------------

EXHIBIT NO.                     DESCRIPTION OF EXHIBIT
-----------                     ----------------------

4.1   --    Amended and Restated Certificate of Incorporation*

4.2   --    Amended and Restated By-Laws*

4.3   --    Rights Agreement, dated as of June 12, 1997, between CommScope,
            Inc. and ChaseMellon  Shareholder  Services,  L.L.C., as Rights
            Agent**

4.4   --    Amendment No. 1 to Rights Agreement, dated as of June 14, 1999,
            between CommScope,  Inc. and ChaseMellon  Shareholder Services,
            as Rights Agent***

4.5   --    Amended and Restated  CommScope,  Inc. 1997 Long-Term Incentive
            Plan (as amended through May 5, 2000)

5.1   --    Opinion of Fried, Frank, Harris, Shriver & Jacobson

23.1  --    Consent of Deloitte & Touche LLP

23.2  --    Consent of Fried, Frank,  Harris,  Shriver & Jacobson (included
            in Exhibit 5.1)

24.1  --    Powers of Attorney (included on the signature pages)

*  Incorporated herein by reference from the Company's  Quarterly Report on
Form 10-Q for the period ended June 30, 1997 (File No. 001-12929).

** Incorporated herein by reference from the Registration Statement on Form
8-A filed with the Commission on June 30, 1997 (File No. 001-12929).

***  Incorporated  herein by reference from the  Registration  Statement on
Form 8-A/A filed June 14, 1999 (File No. 001-12929).