SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D.C.  20549


                            FORM 8-K

                         CURRENT REPORT



PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



DATE OF REPORT (Date of earliest event reported):  April 17, 1995



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



    Delaware             1-5442                   13-3575653
   (State or other       (Commission File         (I.R.S. Employer
    jurisdiction of       No.)                    Identification
    incorporation)                                No.)






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


                         (312) 541-5000
      (Registrant's telephone number, including area code)





<PAGE>
Item 5    Other Events

     The Registrant hereby incorporates by reference the
description of the matters set forth in its press release dated
April 17, 1995 (such press release being Exhibit 1 attached
hereto).

Item 7    Financial Statements and Exhibits

     (c)  Exhibits

     1    Registrant's press release dated April 17, 1995

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.

                                 GENERAL INSTRUMENT CORPORATION



                                 By:  /S/Thomas A. Dumit
                                      -------------------------
                                      Thomas A. Dumit
                                      Vice President and General
                                      Counsel







DATE:  April 17, 1995

<PAGE>
                          EXHIBIT INDEX




No.            Exhibits


 1             The Registrant's press release dated
               April 17, 1995

<PAGE>

                                                        EXHIBIT 1

                                                         CONTACT:
                                                       Karen Kane
                                                     312-541-5011

FOR IMMEDIATE RELEASE

             GENERAL INSTRUMENT CORPORATION REPORTS
                RECORD FIRST QUARTER 1995 RESULTS

            FIRST QUARTER SALES UP BY 41% OVER 1994;
                   ORDERS UP BY 25% OVER 1994
 ______________________________________________________________

CHICAGO,  ILLINOIS  --  (April 17, 1995)  --  General  Instrument
Corporation  (NYSE:  GIC)  today reported  record  first  quarter
financial results.  Orders, backlog, sales, operating income  and
net income before income taxes all reached record-high levels  in
the first quarter of 1995.

Sales for the quarter ended March 31, 1995 increased 41%, to $609
million,  from  $433  million  in  the  first  quarter  of  1994.
Operating income increased 12%, to $87 million, from $78  million
in the comparable 1994 period.

First quarter 1995 income before income taxes was $74 million, an
increase  of 16% from the first quarter of 1994.  Net income  was
$57  million ($.42 per fully diluted share) in the first  quarter
of  1995, compared to $51 million ($0.40 per fully diluted share)
in  the first quarter of 1994.  Excluding the one-time impact  of
VideoCipher pirate conversion sales in the first quarter of 1994,
net  income  increased 66% and fully diluted earnings  per  share
increased 50% in the first quarter of 1995.

Order  input  was $700 million in the quarter, up  25%  from  the
first  quarter  of  1994.  Backlog at March  31,  1995  was  $749
million, up 17% from the comparable 1994 quarter.

"Building on a record year in 1994, General Instrument posted our
highest revenue and operating income to date by delivering  cost-
effective  broadband communications solutions  to  our  customers
around the globe," said Richard S. Friedland, president and chief
operating  officer.  "And with order input and  backlog  reaching
sequential  all-time high levels in the quarter, the company  has
built  significant  momentum.   Our  domestic  and  international
businesses   remain   strong,  as  we  pursue   rapidly   growing
opportunities  to  serve  new  and  existing  cable   television,
telephone, and programmer customers throughout the world."

GI  recorded  sales  at  all-time high levels in  each  business
segment  in  the  first   quarter  of  1995.  Cable  TV  product
sales   were  up  24%  over   first  quarter   1994  levels.  In
the  first  quarter  of 1995,  satellite system sales and orders
increased  87%  and  151%,  respectively,  over  the  comparable
1994  quarter.  The broad-scale  deployment  of GI's  DigiCipher
technology   into   consumers'  homes  continued as  GI  shipped
approximately   290,000   direct -to -home   digital   satellite
consumer    receivers    during   the   quarter   to   PRIMESTAR
Partners,  a  consortium  of  cable  companies.   Global  demand
for  power  rectifiers  and  protection   devices  continued  to
fuel  growth  of Power Semiconductor Division sales  and  orders,
which were up 33% and 83%, respectively, over first quarter 1994.


GI continued to achieve significant growth in international sales
of  cable  TV  electronics and CommScope cables in  the  quarter.
International  sales of these products in the  first  quarter  of
1995  increased  61%  over the comparable  1994  quarter.   These
international  sales represented 32% of GI's worldwide  cable  TV
sales in the first quarter of 1995.

During  the  first  quarter,  GI  took  a  significant  step   in
broadening   its   product  offerings   with  an   investment  in
Next  Level  Communications.  GI  and  Next Level  Communications
are  jointly   developing   switched  digital  solutions  for the
integrated    delivery   of   video,   voice   and    data   over
fiber-to-the-curb  distribution  networks  such  as  those  being
planned by several Regional Bell Operating Companies.  GI is  now
positioned  to provide cost-efficient solutions to our customers'
needs as they plan to deploy a wide variety of analog and digital
networks  using  hybrid fiber/coaxial, wireless cable,  satellite
direct-to-home and switched digital architectures.

In  March, GI was selected to supply network equipment, featuring
CFT   2200  advanced  analog  terminals  and  DigiCable   digital
terminals,  for  the  first three sites of GTE's  planned  hybrid
fiber/coaxial  cable network.  GI is working  with  AT&T  Network
Systems  to bring advanced services to GTE's customers  in  these
new video dialtone networks.

During  the  first  quarter of 1995, GI's  DigiCipher  technology
continued  to gain worldwide acceptance as the industry  standard
for  the  transmission and decoding of digital broadband signals.
During  the  quarter, GI's customers installed an  additional  40
channels of digital encoder capacity using DigiCipher's satellite
compression  system for a cumulative total of 390  digital  video
channels operating on more than 110 DigiCipher satellite  systems
around the globe.  The expanding program choices being enabled by
DigiCipher's  satellite compression system have  been  a  driving
force  in GI's rapid sales growth to date of cable TV electronics
and cables to international customers building cable and wireless
subscription television systems.

General  Instrument Corporation is a world leader  in  developing
technology,  systems  and product solutions for  the  interactive
delivery of video, voice and data.

                              ####

<PAGE>
<TABLE>

                 GENERAL INSTRUMENT CORPORATION
               CONSOLIDATED STATEMENTS OF INCOME
               (Unaudited - In Thousands, Except
                      Earnings Per Share)
<CAPTION>
                                         Three Months
                                            Ended
                                          March 31,
                                     -------------------
                                        1995      1994
                                     ---------  --------
<S>                                   <C>       <C>
NET SALES                             $608,717  $432,521
                                     ---------  --------

OPERATING COSTS AND EXPENSES:
    Cost of sales                      417,885   283,369
    Selling, general and
     administrative                     64,032    39,124
    Research and development            33,659    26,015
    Amortization of excess of cost
     over fair value of net assets
     acquired                            6,176     6,421
                                     ---------  --------
         Total operating costs and
         expenses                      521,752   354,929
                                     ---------  --------

OPERATING INCOME                        86,965    77,592
Other expense, net                         (74)   (1,065)
Interest expense, net                  (13,028)  (12,894)
                                     ---------  --------
INCOME BEFORE INCOME TAXES AND
  CUMULATIVE EFFECT OF A CHANGE
  IN ACCOUNTING PRINCIPLE               73,863    63,633
Provision for income taxes             (16,807)  (10,732)
                                     ---------  --------

INCOME BEFORE CUMULATIVE EFFECT
  OF A CHANGE IN ACCOUNTING PRINCIPLE   57,056    52,901
Cumulative effect of a change in
  accounting principle                       -    (1,917)
                                     ---------  --------
NET INCOME                             $57,056   $50,984
                                     =========  ========

Fully diluted earnings per share         $0.42    $0.40
                                     =========  ========
</TABLE>
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 9871}]
{"company-data": {"conformed-name": "GENERAL INSTRUMENT CORP /DE/", "cik": "0000040656", "assigned-sic": "3663", "irs-number": "133575653", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-05442", "film-number": "95529058"}, "business-address": {"street1": "181 W MADISON ST", "city": "CHICAGO", "state": "IL", "zip": "60602", "phone": "3125415000"}, "mail-address": {"street1": "125 CHUBB AVE", "city": "LYNDHURST", "state": "NJ", "zip": "07071"}}
SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D.C.  20549

                            FORM 8-K

                         CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (Date of earliest event reported):  April 17, 1995

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

    Delaware             1-5442                   13-3575653
   (State or other       (Commission File         (I.R.S. Employer
    jurisdiction of       No.)                    Identification
    incorporation)                                No.)

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

                         (312) 541-5000
      (Registrant's telephone number, including area code)
Item 5    Other Events

     The Registrant hereby incorporates by reference the
description of the matters set forth in its press release dated
April 17, 1995 (such press release being Exhibit 1 attached
hereto).

Item 7    Financial Statements and Exhibits

     (c)  Exhibits

     1    Registrant's press release dated April 17, 1995

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.

                                 GENERAL INSTRUMENT CORPORATION

                                 By:  /S/Thomas A. Dumit
                                      -------------------------
                                      Thomas A. Dumit
                                      Vice President and General
                                      Counsel

DATE:  April 17, 1995
EXHIBIT INDEX

No.            Exhibits

 1             The Registrant's press release dated
               April 17, 1995
EXHIBIT 1

                                                         CONTACT:
                                                       Karen Kane
                                                     312-541-5011

FOR IMMEDIATE RELEASE

             GENERAL INSTRUMENT CORPORATION REPORTS
                RECORD FIRST QUARTER 1995 RESULTS

            FIRST QUARTER SALES UP BY 41% OVER 1994;
                   ORDERS UP BY 25% OVER 1994
 ______________________________________________________________

CHICAGO,  ILLINOIS  --  (April 17, 1995)  --  General  Instrument
Corporation  (NYSE:  GIC)  today reported  record  first  quarter
financial results.  Orders, backlog, sales, operating income  and
net income before income taxes all reached record-high levels  in
the first quarter of 1995.

Sales for the quarter ended March 31, 1995 increased 41%, to $609
million,  from  $433  million  in  the  first  quarter  of  1994.
Operating income increased 12%, to $87 million, from $78  million
in the comparable 1994 period.

First quarter 1995 income before income taxes was $74 million, an
increase  of 16% from the first quarter of 1994.  Net income  was
$57  million ($.42 per fully diluted share) in the first  quarter
of  1995, compared to $51 million ($0.40 per fully diluted share)
in  the first quarter of 1994.  Excluding the one-time impact  of
VideoCipher pirate conversion sales in the first quarter of 1994,
net  income  increased 66% and fully diluted earnings  per  share
increased 50% in the first quarter of 1995.

Order  input  was $700 million in the quarter, up  25%  from  the
first  quarter  of  1994.  Backlog at March  31,  1995  was  $749
million, up 17% from the comparable 1994 quarter.

"Building on a record year in 1994, General Instrument posted our
highest revenue and operating income to date by delivering  cost-
effective  broadband communications solutions  to  our  customers
around the globe," said Richard S. Friedland, president and chief
operating  officer.  "And with order input and  backlog  reaching
sequential  all-time high levels in the quarter, the company  has
built  significant  momentum.   Our  domestic  and  international
businesses   remain   strong,  as  we  pursue   rapidly   growing
opportunities  to  serve  new  and  existing  cable   television,
telephone, and programmer customers throughout the world."

GI  recorded  sales  at  all-time high levels in  each  business
segment  in  the  first   quarter  of  1995.  Cable  TV  product
sales   were  up  24%  over   first  quarter   1994  levels.  In
the  first  quarter  of 1995,  satellite system sales and orders
increased  87%  and  151%,  respectively,  over  the  comparable
1994  quarter.  The broad-scale  deployment  of GI's  DigiCipher
technology   into   consumers'  homes  continued as  GI  shipped
approximately   290,000   direct -to -home   digital   satellite
consumer    receivers    during   the   quarter   to   PRIMESTAR
Partners,  a  consortium  of  cable  companies.   Global  demand
for  power  rectifiers  and  protection   devices  continued  to
fuel  growth  of Power Semiconductor Division sales  and  orders,
which were up 33% and 83%, respectively, over first quarter 1994.

GI continued to achieve significant growth in international sales
of  cable  TV  electronics and CommScope cables in  the  quarter.
International  sales of these products in the  first  quarter  of
1995  increased  61%  over the comparable  1994  quarter.   These
international  sales represented 32% of GI's worldwide  cable  TV
sales in the first quarter of 1995.

During  the  first  quarter,  GI  took  a  significant  step   in
broadening   its   product  offerings   with  an   investment  in
Next  Level  Communications.  GI  and  Next Level  Communications
are  jointly   developing   switched  digital  solutions  for the
integrated    delivery   of   video,   voice   and    data   over
fiber-to-the-curb  distribution  networks  such  as  those  being
planned by several Regional Bell Operating Companies.  GI is  now
positioned  to provide cost-efficient solutions to our customers'
needs as they plan to deploy a wide variety of analog and digital
networks  using  hybrid fiber/coaxial, wireless cable,  satellite
direct-to-home and switched digital architectures.

In  March, GI was selected to supply network equipment, featuring
CFT   2200  advanced  analog  terminals  and  DigiCable   digital
terminals,  for  the  first three sites of GTE's  planned  hybrid
fiber/coaxial  cable network.  GI is working  with  AT&T  Network
Systems  to bring advanced services to GTE's customers  in  these
new video dialtone networks.

During  the  first  quarter of 1995, GI's  DigiCipher  technology
continued  to gain worldwide acceptance as the industry  standard
for  the  transmission and decoding of digital broadband signals.
During  the  quarter, GI's customers installed an  additional  40
channels of digital encoder capacity using DigiCipher's satellite
compression  system for a cumulative total of 390  digital  video
channels operating on more than 110 DigiCipher satellite  systems
around the globe.  The expanding program choices being enabled by
DigiCipher's  satellite compression system have  been  a  driving
force  in GI's rapid sales growth to date of cable TV electronics
and cables to international customers building cable and wireless
subscription television systems.

General  Instrument Corporation is a world leader  in  developing
technology,  systems  and product solutions for  the  interactive
delivery of video, voice and data.

                              ####
GENERAL INSTRUMENT CORPORATION
               CONSOLIDATED STATEMENTS OF INCOME
               (Unaudited - In Thousands, Except
                      Earnings Per Share)
Three Months
                                            Ended
                                          March 31,
                                     -------------------
                                        1995      1994
                                     ---------  --------
NET SALES                             $608,717  $432,521
                                     ---------  --------

OPERATING COSTS AND EXPENSES:
    Cost of sales                      417,885   283,369
    Selling, general and
     administrative                     64,032    39,124
    Research and development            33,659    26,015
    Amortization of excess of cost
     over fair value of net assets
     acquired                            6,176     6,421
                                     ---------  --------
         Total operating costs and
         expenses                      521,752   354,929
                                     ---------  --------

OPERATING INCOME                        86,965    77,592
Other expense, net                         (74)   (1,065)
Interest expense, net                  (13,028)  (12,894)
                                     ---------  --------
INCOME BEFORE INCOME TAXES AND
  CUMULATIVE EFFECT OF A CHANGE
  IN ACCOUNTING PRINCIPLE               73,863    63,633
Provision for income taxes             (16,807)  (10,732)
                                     ---------  --------

INCOME BEFORE CUMULATIVE EFFECT
  OF A CHANGE IN ACCOUNTING PRINCIPLE   57,056    52,901
Cumulative effect of a change in
  accounting principle                       -    (1,917)
                                     ---------  --------
NET INCOME                             $57,056   $50,984
                                     =========  ========

Fully diluted earnings per share         $0.42    $0.40
                                     =========  ========