8-K

UNITED STATES

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

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Date of Report:  December 26, 2007 
Date of Earliest Event Reported:  December 24, 2007

COMMSCOPE, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	1-12929 (Commission File Number)	36-4135495 (I.R.S. Employer Identification Number)
	1100 CommScope Place, SE P.O. Box 339 Hickory, North Carolina 28602 (Address of principal executive offices)

Registrant’s telephone number, including area code: (828) 324-2200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.  Other Events.

In accordance with the terms of the Agreement and Plan of Merger, dated as of June 26, 2007, among CommScope, Inc. (“CommScope”), Andrew Corporation (“Andrew”) and DJRoss, Inc., the consideration to be paid for each outstanding share of common stock, par value $0.01 per share, of Andrew in the merger has been determined to be $13.50 in cash and 0.031543 of a share of common stock, par value $0.01 per share, of CommScope. The closing of the merger is expected to occur on December 27, 2007.

On December 24, 2007, the Company issued a press release regarding the foregoing.  A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits.

Exhibit.	Description.
99.1	CommScope, Inc. Press Release dated December 24, 2007.

SIGNATURES

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.

Dated:  December 26, 2007

COMMSCOPE, INC.
By:	/s/ Jerald L. Leonhardt
	Name:	Jerald L. Leonhardt
	Title:	Executive Vice President and Chief Financial Officer

INDEX OF EXHIBITS

Exhibit	Description
99.1	CommScope, Inc. Press Release dated December 24, 2007.

EX-99.1

Exhibit 99.1

For Immediate Release

 CommScope and Andrew Announce Form of Final Merger Consideration

$13.50 in Cash and $1.50 in CommScope Stock

Hickory, NC and Westchester, Ill — (December 24, 2007) CommScope, Inc. (NYSE: CTV) and Andrew Corporation (NASDAQ: ANDW) today announced the final merger consideration for CommScope’s acquisition of Andrew.  The consideration to be paid for each outstanding share of Andrew common stock in the merger has been determined to be $13.50 in cash and $1.50 in CommScope common stock.

Andrew stockholders will receive, for each Andrew share, $13.50 in cash and 0.031543 shares of CommScope common stock.  This fractional share of CommScope common stock was calculated according to the terms of the merger agreement by dividing $1.50 by $47.554, which was the volume weighted average of the closing sale prices for a share of CommScope common stock over the ten consecutive trading days ending on December 24, 2007.  The merger is expected to close on December 27, 2007.

About CommScope

CommScope (NYSE: CTV – www.commscope.com) is a world leader in infrastructure solutions for communication networks.  Through its SYSTIMAX^® Solutions^TM and Uniprise^® Solutions brands, CommScope is the global leader in structured cabling systems for business enterprise applications. It is also the world’s largest manufacturer of coaxial cable for Hybrid Fiber Coaxial applications. Backed by strong research and development, CommScope combines technical expertise and proprietary technology with global manufacturing capability to provide customers with high-performance wired or wireless cabling solutions.

About Andrew

Andrew Corporation (NASDAQ: ANDW) designs, manufactures and delivers innovative and essential equipment and solutions for the global communications infrastructure market. The company serves operators and original equipment manufacturers from facilities in 35 countries. Andrew (www.andrew.com), headquartered in Westchester, Ill., is an S&P MidCap 400 company founded in 1937.

This press release includes forward-looking statements that are based on information currently available to management, management’s beliefs, as well as on a number of assumptions concerning future events.  Forward-looking statements are not a guarantee of performance and are subject to a number of uncertainties and other factors, which could cause the actual results to differ materially from those currently expected.  For a more detailed description of the factors that could cause such a difference, please see Andrew and CommScope’s filings with the Securities and Exchange Commission.  In providing forward-looking statements, the company does not intend, and is not undertaking any obligation or duty, to update these statements as a result of new information, future events or otherwise.

For CommScope   Investor Relations: Phil Armstrong Investor Relations & Corporate Communications Telephone: +1 (828) 323-4848 Email: phil.armstrong@commscope.com   Media Relations: Matthew Sherman / Jeremy Jacobs Joele Frank, Wilkinson Brimmer Katcher Telephone: +1 (212) 355-4449 Email: msherman@joelefrank.com / jjacobs@joelefrank.com   For Andrew   Investor Relations: Lisa Fortuna Director of Investor Relations Telephone: +1 (708) 236-6507 Email: lisa.fortuna@andrew.com   Media Relations: Rick Aspan Director of Public Relations Telephone: +1 (708) 236-6568 Email: publicrelations@andrew.com  

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