8-K

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                       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): August 27, 1999

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

        Delaware               001-12925                  36-4134221
(State of incorporation)   (Commission File Number)      (IRS Employer
                                                       Identification No.)

101 Tournament Drive, Horsham, Pennsylvania                      19044
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code: (215) 323-1000.

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Item 5. Other Events.

     On August 27, 1999, General Instrument Corporation, a Delaware corporation,
issued a press release announcing that Next Level Communications, Inc. filed a
registration statement with the Securities and Exchange Commission for a
proposed initial public offering for the account of Next Level. The press
release is filed as Exhibit 99.1 hereto.

Item 7. Financial Statements and Exhibits.

Exhibit   Description
- -------   -----------
99.1      Press Release issued August 27, 1999

                                   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.

                                          GENERAL INSTRUMENT CORPORATION

                                          (Registrant)

                                          By: /s/ Marc E. Rothman
                                              -------------------------
                                              Marc E. Rothman
                                              Vice President, Financial
                                              Planning and Analysis and
                                              Controller

Date: August 27, 1999

EX-99.1

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                                                                    Exhibit 99.1

FOR IMMEDIATE RELEASE

                                     MEDIA CONTACT:    Sharon Corbitt
                                                       Director, Communications
                                                       215-323-1873
                                                       scorbitt@gi.com

                                  INVESTOR CONTACT:    Dario Santana
                                                       VP, Investor Relations
                                                       215-323-1213
                                                       dsantana@gi.com

NEXT LEVEL COMMUNICATIONS FILES INITIAL PUBLIC OFFERING

HORSHAM, PA (AUGUST 27, 1999) - General Instrument Corporation (NYSE: GIC)
announced today that Next Level Communications, Inc. filed a registration
statement with the Securities and Exchange Commission for a proposed initial
public offering of common stock. Next Level Communications is the corporate
successor to a partnership in which General Instrument is the limited partner.
The shares will be offered for the account of Next Level Communications. While
Next Level Communications did not specify a number of shares to be offered, or
a price of the shares in its filing, General Instrument expects to hold
approximately 65% to 70% of the outstanding common stock on a fully-diluted
basis after giving effect to the offering. Next Level Communications is a
provider of broadband communications systems that enable telephone companies to
cost-effectively deliver a full suite of voice, video and data services over
the existing copper wire telephone infrastructure.

A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT YET BECOME EFFECTIVE. THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME
THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS COMMUNICATION SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL
THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY SUCH STATE. A COPY OF THE PRELIMINARY
PROSPECTUS MAY BE OBTAINED FROM THE OFFICES OF MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED, CREDIT SUISSE FIRST BOSTON, LEHMAN BROTHERS OR WARBURG
DILLON READ LLC, THE UNDERWRITERS FOR THE OFFERING.

General Instrument Corporation (NYSE: GIC) is a leading worldwide provider of
integrated and interactive broadband access solutions, teaming with its
business partners to lead the convergence of the Internet, telecommunications
and video entertainment industries.

This press release contains "forward-looking" information within the meaning of
the Private Securities Litigation Reform Act of 1995, and, accordingly, the
cautionary statements contained in Exhibit 99, under the caption
"Forward-Looking Information" in General Instrument Corporation's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1999, are incorporated
herein by reference. Actual results might differ materially from those
projected in the forward-looking statements. In addition, there can be no
assurance that the public offering by Next Level Communications will be
completed or as to the price or number of shares to be offered, all of which
are subject to market conditions.