As filed with the Securities and Exchange Commission on March 5, 1997
================================================================================
                                                   Registration No. 333 - ______
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          ----------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           The Securities Act of 1933
                          ----------------------------

                         GENERAL INSTRUMENT CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

Delaware                                    13-3575653
(State of incorporation)                    (IRS Employer Identification number)

                           8770 West Bryn Mawr Avenue
                             Chicago, Illinois 60631
                    (Address of Principal Executive Offices)

                         GENERAL INSTRUMENT CORPORATION
                          1993 LONG-TERM INCENTIVE PLAN
                       AND OUTSIDE DIRECTOR STOCK OPTIONS
                            (Full Title of the Plan)

                            Thomas A. Dumit, Esquire
        Vice President, General Counsel and Chief Administrative Officer
                           8770 West Bryn Mawr Avenue
                             Chicago, Illinois 60631
                                 (773) 695-1000
           (Name, Address, and Telephone Number of Agent for Service)


================================================================================
                         CALCULATION OF REGISTRATION FEE
                                                   Proposed
                                    Proposed        maximum
                                     maximum       aggregate           Amount
Title of securities     Amount    offering price   offering      of Registration
to be registered      registered    per share      price(2)            Fee (2)
--------------------------------------------------------------------------------
Common Stock, par     6,022,605        (2)      $141,437,163.75       $42,859.75
value $.01 per        shares (1)
share
--------------------------------------------------------------------------------

1.   Plus such additional  shares as may be made available in order to adjust to
     a change in capitalization.

2.   Estimated solely for the purpose of determining the  registration  fee, the
     Proposed  Maximum  Aggregate  Offering  Price is comprised of (a) 6,000,000
     shares at $23.5625 per share (determined on the basis of the average of the
     high and low sales  prices  for the  Common  Stock on  February  8, 1997 in
     accordance  with Rule 457 (c)),  plus (b) 22,605  shares at $2.75 per share
     (which  dollar  amount  represents  the price at which such  options may be
     exercised, as determined in accordance with Rule 457 (h)).
================================================================================






<PAGE>


                                EXPLANATORY NOTE

     The  contents of the  Registration  Statements  on Form S-8,  File  numbers
33-50911 and 33-54923 of General Instrument Corporation, are incorporated herein
by reference.

<PAGE>

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3:  Incorporation of Documents by Reference

         The following documents filed with the commission by General Instrument
Corporation   (the  "Company")  (File  No.  1-5442)  are  incorporated  in  this
Registration Statement on Form S-8 (the "Registration Statement") by reference:

                    1. The  Company's  Annual Report on Form 10-K for the fiscal
                    year ended December 31, 1995;

                    2. The Company's Quarterly Report on Form 10-Q for the three
                    months ended March 31, 1996, June 30, 1996 and September 30,
                    1996; and

                    3. The description of the Company's  common stock, par value
                    $.01 per share ("Common Stock"),  contained in the Company's
                    Registration Statement on Form 8-A filed with the Commission
                    on April 17, 1992, as amended.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"),  prior to the filing of a  post-effective  amendment which indicates that
all securities  registered  hereunder have been sold or which deregisters all of
the securities offered then remaining unsold, shall be deemed to be incorporated
herein  by  reference  and to be a part  hereof  from the date of filing of such
documents.

Item 4:   Description of Securities

         Not applicable.

Item 5:   Interests of Named Experts and Counsel

         Keith A. Zar,  Assistant  General Counsel of the Company,  has given an
opinion to the Company  opining as to the validity of the shares of Common Stock
to be issued  pursuant  to the General  Instrument  Corporation  1993  Long-Term
Incentive  Plan. Mr. Zar has been granted  options to purchase  52,240 shares of
Common Stock under this Plan and is eligible to receive future grants.

Item 6:   Indemnification of Directors and Officers

         The Certificate of Incorporation and By-Laws of the Company provide for
indemnification,  to  the  fullest  extent  permitted  by the  Delaware  General
Corporation Law ("DGCL"),  of any person who is or was involved in any manner in
any  investigation,  claim or other proceeding,  by reason of the fact that such
person is or was a director or officer of the Company,  against all expenses and
liabilities  actually and reasonably  incurred by such person in connection with
the investigation,  claim or other proceeding. The By-Laws also provide that the
Company may advance  litigation  expenses  to a director,  officer,  employee or
agent upon receipt of an undertaking by or on behalf of such director,  officer,
employee or agent to repay such amount if it is ultimately  determined  that the
director,  officer,  employee or agent is not entitled to be  indemnified by the
Company.

         The Certificate of Incorporation provides that directors of the Company
shall not be liable  to the  Company  or any of its  stockholders  for  monetary
damages for any breach of fiduciary duty as a director,  except for liability in
respect of (i) a breach of the director's  duty of loyalty to the Company or its
stockholders,  (ii) any 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.  The  Certificate  of  Incorporation  also provides that if the DGCL is
amended to permit further elimination or limitation of the personal liability of
directors,  then  the  liability  of the  directors  of  the  Company  shall  be
eliminated or limited to the fullest extent permitted by the DGCL as so amended.

         The Company has entered into  agreements to indemnify its directors and
officers in addition to the  indemnification  provided for in the Certificate of
Incorporation and By-Laws. These agreements,  among other things, will indemnify
the Company's directors and officers to the fullest extent permitted by Delaware
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 the Company or
an affiliate of the Company.

         Policies of insurance  are  maintained  by the Company  under which its
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 they are parties by reason of being or
have been such directors or officers.

Item 7:  Exemption from Registration claimed

         Not applicable.
<PAGE>

Item 8:   Exhibits


4.1      Amended and Restated  Certificate of Incorporation  (Exhibit 3.1 to the
         Company's  Annual  Report on Form 10-K for the year ended  December 31,
         1995).*

4.2     Amended and Restated By-Laws (Exhibit 3.2 to the Company's Annual Report
         on Form 10-K for the year ended December 31, 1993).*

4.3     Specimen Form of Company's Common Stock Certificate (Exhibit 4.1 to the
         Company's Registration Statement on Form S-3 (No. 33-50215) filed with 
         the Commission on September 10, 1993).*

4.4     Form of outside Director Stock Option Agreement (Exhibit 10.22 to the
         Company's Registration Statement on Form S-1 (No. 33-46854) filed with 
         the Commission on April 6, 1992).*

5       Opinion of Keith A. Zar, Assistant General Counsel of the Company, as to
         the validity of the securities being registered

23.1    Consent of Keith A. Zar, Assistant General Counsel of the Company
         (included in Exhibit 5)

23.2    Consent of Deloitte & Touche LLP

24      Power of Attorney (included on signature page)










----------------------------
* Incorporated by reference.

<PAGE>
Item 9:   Undertakings

Rule 415 Offering

         The Company hereby undertakes:

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

               (i) To include any  prospectus  required by Section  10(a) (3) of
the Securities Act of 1933 (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;

               (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 paragraphs (i) and (ii) do not apply if the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained  in periodic  reports  filed by the Company  pursuant to Section 13 or
Section  15(d) of the Exchange Act that are  incorporated  by  references 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 the 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.

Incorporation of Subsequent Exchange Act Documents by Reference

         The Company hereby  undertakes  that,  for purposes of determining  any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant  to  Section  13(a)  or  Section  15(d)  of the  Exchange  Act  that is
incorporated by reference in the Registration  Statement 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.

Form S-8 Registration Statement

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the commission  such  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 the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  of  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 Chicago, State of Illinois, on February 28, 1997

                              GENERAL INSTRUMENT CORPORATION

                              By:     /s/ Charles T. Dickson
                                      ----------------------
                                      Charles T. Dickson
                                      Vice President and Chief Financial Officer

                              POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature  appears
below hereby constitutes and appoints Richard S. Friedland,  Charles T. Dickson,
Richard C. Smith and Thomas A. Dumit,  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 name, place and stead, in any
and  all  capacities,  to  sign  any and  all  amendments  to this  Registration
Statement,  including any and all pre-effective and  post-effective  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 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/ Richard S. Friedland   Chairman of the Board, Chief        February 28, 1997
------------------------   Executive Officer and Director
Richard S. Friedland       (Principal Executive Officer)

/s/ Charles T. Dickson     Vice President and Chief            February 28, 1997
----------------------     Financial Officer
Charles T. Dickson         

/s/ Paul J. Berzenski      Vice President and Controller       February 28, 1997
---------------------      (Chief Accounting Officer)
Paul J. Berzenski          

/s/ John Seely Brown       Director                            February 28, 1997
--------------------
John Seely Brown

/s/ Frank M. Drendel       Director                            February 28, 1997
--------------------
Frank M. Drendel

/s/ Lynn Forester          Director                            February 28, 1997
-----------------
Lynn Forester

/s/ Nicholas C. Forstmann  Director                            February 28, 1997
-------------------------
Nicholas C. Forstmann

                           Director                            February 28, 1997
-------------------------
Theodore J. Forstmann

/s/ Steven B. Klinsky      Director                            February 28, 1997
---------------------
Steven B. Klinsky

/s/ Alex M. Mandl          Director                            February 28, 1997
-----------------
Alex M. Mandl

/s/ J. Tracy O'Rourke      Director                            February 28, 1997
---------------------
Tracy J. O'Rourke

                           Director                            February 28, 1997
--------------------
Felix G. Rohatyn


<PAGE>

                                INDEX TO EXHIBITS

Exhibit
Number     Description of Exhibit

4.1        Amended and Restated Certificate of Incorporation 
           (Exhibit 3.1 to the Company's Annual Report on Form 10-K for the 
           year ended December 31, 1995).*

4.2        Amended and Restated By-Laws (Exhibit 3.2 to the
           Company's Annual Report on Form 10-K for the year ended December
           31, 1993).*

4.3        Specimen Form of Company's Common Stock
           Certificate (Exhibit 4.1 to the Company's Registration
           Statement on Form S-3 (No. 33-50215) filed with the
           Commission on September 10, 1993)*

4.4        Form of outside Director Stock Option Agreement (Exhibit 10.22 to
           the Company's Registration Statement on Form S-1 (No. 33-46854) filed
           with the Commission on April 6, 1992).*

5          Opinion of Keith A. Zar, Assistant General Counsel
           of the Company, as to the validity of the securities
           being registered

23.1       Consent of Keith A. Zar, Assistant General Counsel
           of the Company (included in Exhibit 5)

23.2       Consent of Deloitte & Touche LLP

24         Power of Attorney (included on signature page)









----------------------------
* Incorporated by reference.

<PAGE>
                                    Exhibit 5




March 5, 1997


General Instrument Corporation
8770 West Bryn Mawr
Chicago, Illinois  60631


Ladies and Gentlemen:


         I am Assistant  General Counsel of General  Instrument  Corporation,  a
Delaware Corporation (the "Company").  In that capacity, I have acted as counsel
for the Company in connection with the registration,  pursuant to a Registration
Statement  on Form S-8, of 6,022,605  shares (the  "Shares") of Common Stock par
value  $.01 per  share,  of the  Company  which may be made the  subject  of (i)
options,  stock  appreciation  rights,   restricted  stock,  performance  units,
performance  shares and  phantom  stock that may be  granted  under the  General
Instrument  Corporation 1993 Long-Term  Incentive Plan (the "Plan") to employees
of the  Company  and its  subsidiaries,  (ii)  options  granted to  non-employee
directors  pursuant to the Plan, and (iii)  options granted to a director of the
Company outside of the Plan (the "Director Options").

         I, or attorneys under my supervision,  have examined the originals,  or
certified,  conformed  or  reproduction  copies,  of  all  records,  agreements,
instruments  and  documents as I have deemed  relevant or necessary as the basis
for the opinion hereinafter expressed. In all such examinations, I, or attorneys
under my supervision, have assumed the genuineness of all signatures on original
or certified  copies and the  conformity to original or certified  copies of all
copies  submitted  to me as  conformed  or  reproduction  copies.  As to various
questions  of  fact  relevant  to  such  opinion,   I,  or  attorneys  under  my
supervision,  have relied upon  certificates  and statements of public officials
and officers or representatives of the Company and of others.

         Based upon the foregoing and subject to the limitations, qualifications
and assumptions  set forth herein,  I am of the opinion that the issuance of the
Shares pursuant to the Plan or the Director Options has been duly authorized and
that such Shares,  when issued,  sold and  delivered as authorized in accordance
with the Plan or the  Director  Options,  as the  case may be,  will be  validly
issued, fully paid and non-assessable.

         This opinion is limited to the General Corporation Laws of the State of
Delaware.

         I hereby  consent  to the  filing of this  opinion as an exhibit to the
Company's  Registration  Statement on Form S-8. In giving such consent, I do not
hereby admit that I am in the category of such persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended.

         The opinion  expressed  here is solely for your  benefit and may not be
relied upon in any manner or for any  purpose by any other  person or entity and
may not be quoted in whole or in part without my prior written consent.

Very truly yours,

/s/ Keith A. Zar
----------------
Keith A. Zar

<PAGE>

March 5, 1997


BY ELECTRONIC TRANSMISSION



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

Re:  General Instrument Corporation
     Registration Statement on Form S-8

Ladies and Gentlemen:

General Instrument  Corporation (the "Company"),  pursuant to the Securities Act
of 1933, as amended,  is filing by direct  transmission in electronic format the
Company's  Registration  Statement on Form S-8 relating to the  registration  of
6,022,605  shares of Common  Stock,  par value  $.01 per share,  of the  Company
issuable  pursuant to the Company's  1993 Long-Term  Incentive  Plan. All of the
exhibits  are  either  included  within the direct  electronic  transmission  or
incorporated by reference.

The filing fee of  $42,859.75  was paid by  intrabank  transfer on February  26,
1997, to the Securities and Exchange Commission, Account Number 910-8739, Mellon
Bank of Pittsburgh, Pennsylvania, ABA No. 043000261.

The Company is subject to the  requirements  of the  Securities  Exchange Act of
1934 and has  filed  all the  material  required  to be filed  pursuant  to such
requirements during the preceding twelve months.

Please direct any questions or comments that the Commission  Staff may have with
regard to the filing to the undersigned at the above-referenced number.

Very truly yours,

/s/ Keith A. Zar
----------------
Keith A. Zar

enclosures
KAZ/gp



<PAGE>
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As filed with the Securities and Exchange Commission on March 5, 1997
================================================================================
                                                   Registration No. 333 - ______
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          ----------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           The Securities Act of 1933
                          ----------------------------

                         GENERAL INSTRUMENT CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

Delaware                                    13-3575653
(State of incorporation)                    (IRS Employer Identification number)

                           8770 West Bryn Mawr Avenue
                             Chicago, Illinois 60631
                    (Address of Principal Executive Offices)

                         GENERAL INSTRUMENT CORPORATION
                          1993 LONG-TERM INCENTIVE PLAN
                       AND OUTSIDE DIRECTOR STOCK OPTIONS
                            (Full Title of the Plan)

                            Thomas A. Dumit, Esquire
        Vice President, General Counsel and Chief Administrative Officer
                           8770 West Bryn Mawr Avenue
                             Chicago, Illinois 60631
                                 (773) 695-1000
           (Name, Address, and Telephone Number of Agent for Service)

================================================================================
                         CALCULATION OF REGISTRATION FEE
                                                   Proposed
                                    Proposed        maximum
                                     maximum       aggregate           Amount
Title of securities     Amount    offering price   offering      of Registration
to be registered      registered    per share      price(2)            Fee (2)
--------------------------------------------------------------------------------
Common Stock, par     6,022,605        (2)      $141,437,163.75       $42,859.75
value $.01 per        shares (1)
share
--------------------------------------------------------------------------------

1.   Plus such additional  shares as may be made available in order to adjust to
     a change in capitalization.

2.   Estimated solely for the purpose of determining the  registration  fee, the
     Proposed  Maximum  Aggregate  Offering  Price is comprised of (a) 6,000,000
     shares at $23.5625 per share (determined on the basis of the average of the
     high and low sales  prices  for the  Common  Stock on  February  8, 1997 in
     accordance  with Rule 457 (c)),  plus (b) 22,605  shares at $2.75 per share
     (which  dollar  amount  represents  the price at which such  options may be
     exercised, as determined in accordance with Rule 457 (h)).
================================================================================
EXPLANATORY NOTE

     The  contents of the  Registration  Statements  on Form S-8,  File  numbers
33-50911 and 33-54923 of General Instrument Corporation, are incorporated herein
by reference.
Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3:  Incorporation of Documents by Reference

         The following documents filed with the commission by General Instrument
Corporation   (the  "Company")  (File  No.  1-5442)  are  incorporated  in  this
Registration Statement on Form S-8 (the "Registration Statement") by reference:

                    1. The  Company's  Annual Report on Form 10-K for the fiscal
                    year ended December 31, 1995;

                    2. The Company's Quarterly Report on Form 10-Q for the three
                    months ended March 31, 1996, June 30, 1996 and September 30,
                    1996; and

                    3. The description of the Company's  common stock, par value
                    $.01 per share ("Common Stock"),  contained in the Company's
                    Registration Statement on Form 8-A filed with the Commission
                    on April 17, 1992, as amended.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"),  prior to the filing of a  post-effective  amendment which indicates that
all securities  registered  hereunder have been sold or which deregisters all of
the securities offered then remaining unsold, shall be deemed to be incorporated
herein  by  reference  and to be a part  hereof  from the date of filing of such
documents.

Item 4:   Description of Securities

         Not applicable.

Item 5:   Interests of Named Experts and Counsel

         Keith A. Zar,  Assistant  General Counsel of the Company,  has given an
opinion to the Company  opining as to the validity of the shares of Common Stock
to be issued  pursuant  to the General  Instrument  Corporation  1993  Long-Term
Incentive  Plan. Mr. Zar has been granted  options to purchase  52,240 shares of
Common Stock under this Plan and is eligible to receive future grants.

Item 6:   Indemnification of Directors and Officers

         The Certificate of Incorporation and By-Laws of the Company provide for
indemnification,  to  the  fullest  extent  permitted  by the  Delaware  General
Corporation Law ("DGCL"),  of any person who is or was involved in any manner in
any  investigation,  claim or other proceeding,  by reason of the fact that such
person is or was a director or officer of the Company,  against all expenses and
liabilities  actually and reasonably  incurred by such person in connection with
the investigation,  claim or other proceeding. The By-Laws also provide that the
Company may advance  litigation  expenses  to a director,  officer,  employee or
agent upon receipt of an undertaking by or on behalf of such director,  officer,
employee or agent to repay such amount if it is ultimately  determined  that the
director,  officer,  employee or agent is not entitled to be  indemnified by the
Company.

         The Certificate of Incorporation provides that directors of the Company
shall not be liable  to the  Company  or any of its  stockholders  for  monetary
damages for any breach of fiduciary duty as a director,  except for liability in
respect of (i) a breach of the director's  duty of loyalty to the Company or its
stockholders,  (ii) any 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.  The  Certificate  of  Incorporation  also provides that if the DGCL is
amended to permit further elimination or limitation of the personal liability of
directors,  then  the  liability  of the  directors  of  the  Company  shall  be
eliminated or limited to the fullest extent permitted by the DGCL as so amended.

         The Company has entered into  agreements to indemnify its directors and
officers in addition to the  indemnification  provided for in the Certificate of
Incorporation and By-Laws. These agreements,  among other things, will indemnify
the Company's directors and officers to the fullest extent permitted by Delaware
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 the Company or
an affiliate of the Company.

         Policies of insurance  are  maintained  by the Company  under which its
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 they are parties by reason of being or
have been such directors or officers.

Item 7:  Exemption from Registration claimed

         Not applicable.
Item 8:   Exhibits

4.1      Amended and Restated  Certificate of Incorporation  (Exhibit 3.1 to the
         Company's  Annual  Report on Form 10-K for the year ended  December 31,
         1995).*

4.2     Amended and Restated By-Laws (Exhibit 3.2 to the Company's Annual Report
         on Form 10-K for the year ended December 31, 1993).*

4.3     Specimen Form of Company's Common Stock Certificate (Exhibit 4.1 to the
         Company's Registration Statement on Form S-3 (No. 33-50215) filed with 
         the Commission on September 10, 1993).*

4.4     Form of outside Director Stock Option Agreement (Exhibit 10.22 to the
         Company's Registration Statement on Form S-1 (No. 33-46854) filed with 
         the Commission on April 6, 1992).*

5       Opinion of Keith A. Zar, Assistant General Counsel of the Company, as to
         the validity of the securities being registered

23.1    Consent of Keith A. Zar, Assistant General Counsel of the Company
         (included in Exhibit 5)

23.2    Consent of Deloitte & Touche LLP

24      Power of Attorney (included on signature page)

----------------------------
* Incorporated by reference.
Item 9:   Undertakings

Rule 415 Offering

         The Company hereby undertakes:

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

               (i) To include any  prospectus  required by Section  10(a) (3) of
the Securities Act of 1933 (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;

               (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 paragraphs (i) and (ii) do not apply if the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained  in periodic  reports  filed by the Company  pursuant to Section 13 or
Section  15(d) of the Exchange Act that are  incorporated  by  references 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 the 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.

Incorporation of Subsequent Exchange Act Documents by Reference

         The Company hereby  undertakes  that,  for purposes of determining  any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant  to  Section  13(a)  or  Section  15(d)  of the  Exchange  Act  that is
incorporated by reference in the Registration  Statement 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.

Form S-8 Registration Statement

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the commission  such  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 the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  of  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 Chicago, State of Illinois, on February 28, 1997

                              GENERAL INSTRUMENT CORPORATION

                              By:     /s/ Charles T. Dickson
                                      ----------------------
                                      Charles T. Dickson
                                      Vice President and Chief Financial Officer

                              POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature  appears
below hereby constitutes and appoints Richard S. Friedland,  Charles T. Dickson,
Richard C. Smith and Thomas A. Dumit,  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 name, place and stead, in any
and  all  capacities,  to  sign  any and  all  amendments  to this  Registration
Statement,  including any and all pre-effective and  post-effective  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 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/ Richard S. Friedland   Chairman of the Board, Chief        February 28, 1997
------------------------   Executive Officer and Director
Richard S. Friedland       (Principal Executive Officer)

/s/ Charles T. Dickson     Vice President and Chief            February 28, 1997
----------------------     Financial Officer
Charles T. Dickson         

/s/ Paul J. Berzenski      Vice President and Controller       February 28, 1997
---------------------      (Chief Accounting Officer)
Paul J. Berzenski          

/s/ John Seely Brown       Director                            February 28, 1997
--------------------
John Seely Brown

/s/ Frank M. Drendel       Director                            February 28, 1997
--------------------
Frank M. Drendel

/s/ Lynn Forester          Director                            February 28, 1997
-----------------
Lynn Forester

/s/ Nicholas C. Forstmann  Director                            February 28, 1997
-------------------------
Nicholas C. Forstmann

                           Director                            February 28, 1997
-------------------------
Theodore J. Forstmann

/s/ Steven B. Klinsky      Director                            February 28, 1997
---------------------
Steven B. Klinsky

/s/ Alex M. Mandl          Director                            February 28, 1997
-----------------
Alex M. Mandl

/s/ J. Tracy O'Rourke      Director                            February 28, 1997
---------------------
Tracy J. O'Rourke

                           Director                            February 28, 1997
--------------------
Felix G. Rohatyn
INDEX TO EXHIBITS

Exhibit
Number     Description of Exhibit

4.1        Amended and Restated Certificate of Incorporation 
           (Exhibit 3.1 to the Company's Annual Report on Form 10-K for the 
           year ended December 31, 1995).*

4.2        Amended and Restated By-Laws (Exhibit 3.2 to the
           Company's Annual Report on Form 10-K for the year ended December
           31, 1993).*

4.3        Specimen Form of Company's Common Stock
           Certificate (Exhibit 4.1 to the Company's Registration
           Statement on Form S-3 (No. 33-50215) filed with the
           Commission on September 10, 1993)*

4.4        Form of outside Director Stock Option Agreement (Exhibit 10.22 to
           the Company's Registration Statement on Form S-1 (No. 33-46854) filed
           with the Commission on April 6, 1992).*

5          Opinion of Keith A. Zar, Assistant General Counsel
           of the Company, as to the validity of the securities
           being registered

23.1       Consent of Keith A. Zar, Assistant General Counsel
           of the Company (included in Exhibit 5)

23.2       Consent of Deloitte & Touche LLP

24         Power of Attorney (included on signature page)

----------------------------
* Incorporated by reference.
Exhibit 5

March 5, 1997

General Instrument Corporation
8770 West Bryn Mawr
Chicago, Illinois  60631

Ladies and Gentlemen:

         I am Assistant  General Counsel of General  Instrument  Corporation,  a
Delaware Corporation (the "Company").  In that capacity, I have acted as counsel
for the Company in connection with the registration,  pursuant to a Registration
Statement  on Form S-8, of 6,022,605  shares (the  "Shares") of Common Stock par
value  $.01 per  share,  of the  Company  which may be made the  subject  of (i)
options,  stock  appreciation  rights,   restricted  stock,  performance  units,
performance  shares and  phantom  stock that may be  granted  under the  General
Instrument  Corporation 1993 Long-Term  Incentive Plan (the "Plan") to employees
of the  Company  and its  subsidiaries,  (ii)  options  granted to  non-employee
directors  pursuant to the Plan, and (iii)  options granted to a director of the
Company outside of the Plan (the "Director Options").

         I, or attorneys under my supervision,  have examined the originals,  or
certified,  conformed  or  reproduction  copies,  of  all  records,  agreements,
instruments  and  documents as I have deemed  relevant or necessary as the basis
for the opinion hereinafter expressed. In all such examinations, I, or attorneys
under my supervision, have assumed the genuineness of all signatures on original
or certified  copies and the  conformity to original or certified  copies of all
copies  submitted  to me as  conformed  or  reproduction  copies.  As to various
questions  of  fact  relevant  to  such  opinion,   I,  or  attorneys  under  my
supervision,  have relied upon  certificates  and statements of public officials
and officers or representatives of the Company and of others.

         Based upon the foregoing and subject to the limitations, qualifications
and assumptions  set forth herein,  I am of the opinion that the issuance of the
Shares pursuant to the Plan or the Director Options has been duly authorized and
that such Shares,  when issued,  sold and  delivered as authorized in accordance
with the Plan or the  Director  Options,  as the  case may be,  will be  validly
issued, fully paid and non-assessable.

         This opinion is limited to the General Corporation Laws of the State of
Delaware.

         I hereby  consent  to the  filing of this  opinion as an exhibit to the
Company's  Registration  Statement on Form S-8. In giving such consent, I do not
hereby admit that I am in the category of such persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended.

         The opinion  expressed  here is solely for your  benefit and may not be
relied upon in any manner or for any  purpose by any other  person or entity and
may not be quoted in whole or in part without my prior written consent.

Very truly yours,

/s/ Keith A. Zar
----------------
Keith A. Zar
March 5, 1997

BY ELECTRONIC TRANSMISSION

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

Re:  General Instrument Corporation
     Registration Statement on Form S-8

Ladies and Gentlemen:

General Instrument  Corporation (the "Company"),  pursuant to the Securities Act
of 1933, as amended,  is filing by direct  transmission in electronic format the
Company's  Registration  Statement on Form S-8 relating to the  registration  of
6,022,605  shares of Common  Stock,  par value  $.01 per share,  of the  Company
issuable  pursuant to the Company's  1993 Long-Term  Incentive  Plan. All of the
exhibits  are  either  included  within the direct  electronic  transmission  or
incorporated by reference.

The filing fee of  $42,859.75  was paid by  intrabank  transfer on February  26,
1997, to the Securities and Exchange Commission, Account Number 910-8739, Mellon
Bank of Pittsburgh, Pennsylvania, ABA No. 043000261.

The Company is subject to the  requirements  of the  Securities  Exchange Act of
1934 and has  filed  all the  material  required  to be filed  pursuant  to such
requirements during the preceding twelve months.

Please direct any questions or comments that the Commission  Staff may have with
regard to the filing to the undersigned at the above-referenced number.

Very truly yours,

/s/ Keith A. Zar
----------------
Keith A. Zar

enclosures
KAZ/gp