As filed with the Securities and Exchange Commission on February 16, 1995


               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 or other jurisdiction               (IRS Employer
of incorporation or organization)        Identification No.)

                     181 West Madison Street
                   Chicago, Illinois 60602
   (Address of Principal Executive Offices including Zip Code)

          CommScope, Inc. Employees Profit Sharing
                       and Savings Plan
                   (Full title of the plan)

                    Thomas A. Dumit, Esquire
         Vice President, General Counsel and Secretary
                  General Instrument Corporation
                       181 West Monroe Street
                      Chicago, Illinois  60602
                          (312) 541-5000
     (Name, address and telephone number, including area code,
                    of agent for service)

                          Copies to:
                      Pamela Baker, Esquire
       Sonnenschein Nath & Rosenthal 8000 Sears Tower
                Chicago, Illinois  60606-6404


Title of each              Proposed       Proposed
class of                   maximum        maximum
securities      Amount     offering       aggregate    Amount of
being           to be       price         offering     registration
registered   registered   per share(1)    price(1)     fee
- -----------------------------------------------------------------
Common Stock
($0.01 par     500,000    $29.875       $14,937,500   $5,150.90
value)         shares
- -----------------------------------------------------------------
Interests
in the Plan    (2)                                     (3)
- -----------------------------------------------------------------
(1)  Calculated pursuant to Rules 457(h)(1) and Rule 457(c)
     solely for the purpose of calculating the registration
     fee, based upon the average of the high and low prices
     reported for the Registrant's common stock on the New
     York Stock Exchange Composite Tape on February 10, 1995.
(2)  Pursuant to Rule 416(c), this Registration Statement
     also covers an indeterminate amount of interests in the Plan
(3)  Pursuant to Rule 457(h)(2), no registration fee is
     required with respect to the interests in the Plan.

<PAGE>

                           PART I

    INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

Omitted  as  permitted  by the rules and  regulations  of
the Securities and Exchange Commission (the "Commission").

Item   2.   Registrant  Information  and  Employee  Plan
Annual Information.

Omitted  as  permitted  by the rules and  regulations  of
the Commission.
<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.
15442)  are hereby  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, 1993.
2. All other reports filed by the Company pursuant  to
   Section 13(a) or Section 15(d) of the Securities Exchange
   Act  of 1934 (the "Exchange Act") since the end  of  the
   fiscal year covered by the Annual Report on  Form  10-K
   referred to in number 1 above.
3. The description of the Company's common stock,  par value
   $.01 per share (the "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 (i) the Company or (ii)
the CommScope,  Inc. Employees Profit Sharing and Savings
Plan (the "Plan")  pursuant to Sections 13(a), 13(c), 14 and
15(d) of  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.

   The  audited  consolidated financial statements and
financial statement   schedules   incorporated   by
reference in   this Registration  Statement  from  the
Company's  Annual Report  on Form  10-K for the fiscal year
ended December 31, 1993 have  been audited  by  Deloitte  &
Touche LLP, independent  auditors,  as indicated  in  their
reports  with respect  thereto,  and   are incorporated
herein by reference in reliance upon the  authority of said
firm as experts in accounting and auditing in giving said
reports.


Item 4:  Description of Securities

  Not applicable.


Item 5:  Interests of Named Experts and Counsel

  Not applicable.


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
officers to the fullest extent permitted by Delaware law
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 having been such directors or officers.


Item 7: Exemption from Registration Claimed

  Not applicable.


Item 8:  Exhibits

   5   Omitted*
  23   Consent of Deloitte & Touche LLP
  24   Powers   of   Attorney  (included on signature page)

   The  Company  will submit or has submitted the  Plan  and
any amendment  thereto to the Internal Revenue Service
("IRS") in  a timely manner, and has made or will make all
changes required  by the IRS in order to qualify the Plan.

*/  No  opinion  as  to  the  legality of  the  securities
    being registered  is  required  since the shares of Common
    Stock registered hereunder are not original issuance
    securities  of the Company.

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
posteffective 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  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.

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 or the Plan'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


      The  Registrant.   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 Chicago, State of Illinois, on February 16, 1995.

                       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 posteffective 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/Daniel F. Akerson     Chairman of the Board,       February 16, 1995
- --------------------     Chief Executive Officer
Daniel F. Akerson        Director (Principal Executive
                         Officer)


/s/Richard S. Friedland  President, Chief Operating   February 16, 1995
- -----------------------  Officer and Director
Richard S. Friedland


/s/Charles T. Dickson    Vice President and Chief     February 16, 1995
- ---------------------    Financial Officer
Charles T. Dickson       (Principal Financial Officer)


/s/Paul J. Berzenski     Vice President and           February 16, 1995
- --------------------     Controller (Principal
Paul  J. Berzenski       Accounting Officer)


/s/John Seely Brown      Director                     February 16, 1995
- -------------------
John Seely Brown


/s/Frank  M. Drendel     Director                     February 16, 1995
- --------------------
Frank M. Drendel


/s/Lynn  Forester        Director                     February 16, 1995
- -----------------
Lynn Forester


/s/Nicholas C.Forstmann  Director                     February 16, 1995
- -----------------------
Nicholas C. Forstmann


- ---------------------    Director                     February 16, 1995
Theodore J. Forstmann


/s/Steven  B. Klinsky    Director                     February 16, 1995
- ---------------------
Steven B. Klinsky


/s/Morton H. Meyerson    Director                     February 16, 1995
- ---------------------
Morton H. Meyerson


/s/J.  Tracy O'Rourke    Director                     February 16, 1995
- ---------------------
J. Tracy O'Rourke


- ----------------         Director                     February 16,1995
Felix G. Rohatyn


/s/Paul  G. Stern        Director                     February 16, 1995
- -----------------
Paul G. Stern


                         Director                     February 16, 1995
- --------------------
Robert S. Strauss


    The Plan.  Pursuant to the requirements of the Securities Act
of  1933, the Committee appointed under the Plan has duly  caused
this Registration Statement to be signed on behalf of the Plan by
the  undersigned,  thereunto  duly authorized,  in  the City of
Chicago, State of Illinois, on February 16, 1995.


           COMMSCOPE, INC. EMPLOYEES PROFIT SHARING AND SAVINGS PLAN
           By:  GENERAL INSTRUMENT CORPORATION EMPLOYEE BENEFITS
                INVESTMENT COMMITTEE

           By:   /s/Keith A. Zar
                 ---------------
                 Keith A. Zar, Committee Member

<PAGE>
          INDEX TO EXHIBITS


Exhibit                                                Sequentially
Number  Description of Exhibit                         Numbered Page

  5     Omitted*/
 23     Consent of Deloitte & Touche LLP
 24     Powers of Attorney (included on signature page)
___________________________

*/ No opinion as to the legality of the securities being
   registered is   required  since  the  shares  of  Common  Stock
   registered hereunder are not original issuance securities of
   the Company.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17801}]
{"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": "S-8", "act": "33", "file-number": "033-57737", "film-number": "95512151"}, "business-address": {"street1": "NEW JERSEY CORPORATE OFFICE", "street2": "ARBOR CIRCLE SOUTH- 8 CAMPUS DR.", "city": "PARSIPPANY", "state": "NJ", "zip": "07054-0417", "phone": "2122076200"}, "mail-address": {"street1": "125 CHUBB AVE", "city": "LYNDHURST", "state": "NJ", "zip": "07071"}}
As filed with the Securities and Exchange Commission on February 16, 1995

               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 or other jurisdiction               (IRS Employer
of incorporation or organization)        Identification No.)

                     181 West Madison Street
                   Chicago, Illinois 60602
   (Address of Principal Executive Offices including Zip Code)

          CommScope, Inc. Employees Profit Sharing
                       and Savings Plan
                   (Full title of the plan)

                    Thomas A. Dumit, Esquire
         Vice President, General Counsel and Secretary
                  General Instrument Corporation
                       181 West Monroe Street
                      Chicago, Illinois  60602
                          (312) 541-5000
     (Name, address and telephone number, including area code,
                    of agent for service)

                          Copies to:
                      Pamela Baker, Esquire
       Sonnenschein Nath & Rosenthal 8000 Sears Tower
                Chicago, Illinois  60606-6404

Title of each              Proposed       Proposed
class of                   maximum        maximum
securities      Amount     offering       aggregate    Amount of
being           to be       price         offering     registration
registered   registered   per share(1)    price(1)     fee
- -----------------------------------------------------------------
Common Stock
($0.01 par     500,000    $29.875       $14,937,500   $5,150.90
value)         shares
- -----------------------------------------------------------------
Interests
in the Plan    (2)                                     (3)
- -----------------------------------------------------------------
(1)  Calculated pursuant to Rules 457(h)(1) and Rule 457(c)
     solely for the purpose of calculating the registration
     fee, based upon the average of the high and low prices
     reported for the Registrant's common stock on the New
     York Stock Exchange Composite Tape on February 10, 1995.
(2)  Pursuant to Rule 416(c), this Registration Statement
     also covers an indeterminate amount of interests in the Plan
(3)  Pursuant to Rule 457(h)(2), no registration fee is
     required with respect to the interests in the Plan.
PART I

    INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

Omitted  as  permitted  by the rules and  regulations  of
the Securities and Exchange Commission (the "Commission").

Item   2.   Registrant  Information  and  Employee  Plan
Annual Information.

Omitted  as  permitted  by the rules and  regulations  of
the Commission.
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.
15442)  are hereby  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, 1993.
2. All other reports filed by the Company pursuant  to
   Section 13(a) or Section 15(d) of the Securities Exchange
   Act  of 1934 (the "Exchange Act") since the end  of  the
   fiscal year covered by the Annual Report on  Form  10-K
   referred to in number 1 above.
3. The description of the Company's common stock,  par value
   $.01 per share (the "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 (i) the Company or (ii)
the CommScope,  Inc. Employees Profit Sharing and Savings
Plan (the "Plan")  pursuant to Sections 13(a), 13(c), 14 and
15(d) of  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.

   The  audited  consolidated financial statements and
financial statement   schedules   incorporated   by
reference in   this Registration  Statement  from  the
Company's  Annual Report  on Form  10-K for the fiscal year
ended December 31, 1993 have  been audited  by  Deloitte  &
Touche LLP, independent  auditors,  as indicated  in  their
reports  with respect  thereto,  and   are incorporated
herein by reference in reliance upon the  authority of said
firm as experts in accounting and auditing in giving said
reports.

Item 4:  Description of Securities

  Not applicable.

Item 5:  Interests of Named Experts and Counsel

  Not applicable.

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
officers to the fullest extent permitted by Delaware law
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 having been such directors or officers.

Item 7: Exemption from Registration Claimed

  Not applicable.

Item 8:  Exhibits

   5   Omitted*
  23   Consent of Deloitte & Touche LLP
  24   Powers   of   Attorney  (included on signature page)

   The  Company  will submit or has submitted the  Plan  and
any amendment  thereto to the Internal Revenue Service
("IRS") in  a timely manner, and has made or will make all
changes required  by the IRS in order to qualify the Plan.

*/  No  opinion  as  to  the  legality of  the  securities
    being registered  is  required  since the shares of Common
    Stock registered hereunder are not original issuance
    securities  of the Company.

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
posteffective 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  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.

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 or the Plan'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

      The  Registrant.   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 Chicago, State of Illinois, on February 16, 1995.

                       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 posteffective 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/Daniel F. Akerson     Chairman of the Board,       February 16, 1995
- --------------------     Chief Executive Officer
Daniel F. Akerson        Director (Principal Executive
                         Officer)

/s/Richard S. Friedland  President, Chief Operating   February 16, 1995
- -----------------------  Officer and Director
Richard S. Friedland

/s/Charles T. Dickson    Vice President and Chief     February 16, 1995
- ---------------------    Financial Officer
Charles T. Dickson       (Principal Financial Officer)

/s/Paul J. Berzenski     Vice President and           February 16, 1995
- --------------------     Controller (Principal
Paul  J. Berzenski       Accounting Officer)

/s/John Seely Brown      Director                     February 16, 1995
- -------------------
John Seely Brown

/s/Frank  M. Drendel     Director                     February 16, 1995
- --------------------
Frank M. Drendel

/s/Lynn  Forester        Director                     February 16, 1995
- -----------------
Lynn Forester

/s/Nicholas C.Forstmann  Director                     February 16, 1995
- -----------------------
Nicholas C. Forstmann

- ---------------------    Director                     February 16, 1995
Theodore J. Forstmann

/s/Steven  B. Klinsky    Director                     February 16, 1995
- ---------------------
Steven B. Klinsky

/s/Morton H. Meyerson    Director                     February 16, 1995
- ---------------------
Morton H. Meyerson

/s/J.  Tracy O'Rourke    Director                     February 16, 1995
- ---------------------
J. Tracy O'Rourke

- ----------------         Director                     February 16,1995
Felix G. Rohatyn

/s/Paul  G. Stern        Director                     February 16, 1995
- -----------------
Paul G. Stern

                         Director                     February 16, 1995
- --------------------
Robert S. Strauss

    The Plan.  Pursuant to the requirements of the Securities Act
of  1933, the Committee appointed under the Plan has duly  caused
this Registration Statement to be signed on behalf of the Plan by
the  undersigned,  thereunto  duly authorized,  in  the City of
Chicago, State of Illinois, on February 16, 1995.

           COMMSCOPE, INC. EMPLOYEES PROFIT SHARING AND SAVINGS PLAN
           By:  GENERAL INSTRUMENT CORPORATION EMPLOYEE BENEFITS
                INVESTMENT COMMITTEE

           By:   /s/Keith A. Zar
                 ---------------
                 Keith A. Zar, Committee Member
INDEX TO EXHIBITS

Exhibit                                                Sequentially
Number  Description of Exhibit                         Numbered Page

  5     Omitted*/
 23     Consent of Deloitte & Touche LLP
 24     Powers of Attorney (included on signature page)
___________________________

*/ No opinion as to the legality of the securities being
   registered is   required  since  the  shares  of  Common  Stock
   registered hereunder are not original issuance securities of
   the Company.