GENERAL INSTRUMENT CORPORATION
                    PROXY SOLICITED BY THE BOARD OF DIRECTORS
                     FOR THE ANNUAL MEETING OF STOCKHOLDERS
                             TO BE HELD MAY 25, 1999





      The undersigned hereby authorizes and directs State Street Bank and Trust,
as Special Fiduciary (the "Special Fiduciary") of the NextLevel Systems (Puerto
Rico), Inc. Savings Plan (the "Plan") to direct Banco Santander Puerto Rico, as
Trustee (the "Trustee") of the Plan, to vote as Proxy for the undersigned as
herein stated at the Annual Meeting of Stockholders of General Instrument
Corporation (the "Company") to be held at the Wyndham Franklin Plaza Hotel, 17th
and Race Street, Philadelphia, Pennsylvania, on May 25, 1999 at 9:30 a.m., local
time, and at any adjournment thereof, all shares of Common Stock of the Company
allocated to the account of the undersigned under such Plan, on the proposals
set forth below and in accordance with the discretion of the Special Fiduciary
on any other matters that may properly come before the meeting or any
adjournments thereof. The undersigned hereby acknowledges receipt of the Notice
and Proxy Statement, dated April 14, 1999.

      THE SHARES COVERED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, THE PROXY WILL BE VOTED BY THE TRUSTEE, AS DIRECTED BY
THE SPECIAL FIDUCIARY, IN THE BEST INTEREST OF THE PLAN PARTICIPANTS AND
BENEFICIARIES.

      PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.

              (IMPORTANT -- TO BE SIGNED AND DATED ON REVERSE SIDE)


See Reverse Side




Please mark your votes as indicated in this example  /X/

The Board of Directors recommends that stockholders vote FOR Proposals One, Two
and Three.


                                                 FOR all
                                                 nominees          WITHHOLD
                                               listed below        AUTHORITY
                                                (except as       to vote for all
                                               marked to the        nominees
                                                contrary)         listed below

PROPOSAL ONE: To elect three Class II             / /                / /
directors for terms expiring at the 2002
Annual Meeting of Stockholders.


Nominees: John Seely Brown, Frank M. Drendel and Lynn Forester

(INSTRUCTION: To withhold your vote for any individual nominee, strike a line
through the nominee's name.)



                                                   FOR      AGAINST    ABSTAIN

PROPOSAL TWO: To approve the Company's 1999        / /        / /        / /
Long-Term Incentive Plan.

                                                   FOR      AGAINST    ABSTAIN

PROPOSAL THREE: To ratify the appointment by       / /        / /        / /
the Board of Directors of the Company of
Deloitte & Touche LLP as independent auditor
for the Company for the 1999 fiscal year.


Signature(s):                                          Dated:           ,1999
             -------------------------------------           ----------

NOTE: Please sign as name appears hereon. Joint owners should each sign. When
acting as attorney, executor, administrator, trustee or guardian, please give
full title as such.




                         GENERAL INSTRUMENT CORPORATION
                    PROXY SOLICITED BY THE BOARD OF DIRECTORS
                     FOR THE ANNUAL MEETING OF STOCKHOLDERS
                             TO BE HELD MAY 25, 1999









      The undersigned hereby authorizes and directs State Street Bank and Trust,
as Special Fiduciary (the "Special Fiduciary") of the General Instrument
Corporation Savings Plan (the "Plan"), to direct Vanguard Fiduciary Trust
Company, as Trustee (the "Trustee") of the Plan, to vote as Proxy for the
undersigned as herein stated at the Annual Meeting of Stockholders of General
Instrument Corporation (the "Company") to be held at the Wyndham Franklin Plaza
Hotel, 17th and Race Street, Philadelphia, Pennsylvania, on May 25, 1999 at 9:30
a.m., local time, and at any adjournment thereof, all shares of Common Stock of
the Company allocated to the account of the undersigned under such Plan, on the
proposals set forth below and in accordance with the discretion of the Special
Fiduciary on any other matters that may properly come before the meeting or any
adjournments thereof. The undersigned hereby acknowledges receipt of the Notice
and Proxy Statement, dated April 14, 1999.

      THE SHARES COVERED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, THE PROXY WILL BE VOTED BY THE TRUSTEE, AS DIRECTED BY
THE SPECIAL FIDUCIARY, IN THE BEST INTEREST OF THE PLAN PARTICIPANTS AND
BENEFICIARIES

      PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.

             (IMPORTANT -- TO BE SIGNED AND DATED ON REVERSE SIDE)


See Reverse Side




Please mark your votes as indicated in this example   /X/

The Board of Directors recommends that stockholders vote FOR Proposals One, Two
and Three.



                                                   FOR all
                                                   nominees         WITHHOLD
                                                 listed below      AUTHORITY
                                                   (except as     to vote for
                                                  marked to the   all nominees
                                                    contrary)     listed below

PROPOSAL ONE: To elect three Class II directors       / /              / /
for terms expiring at the 2002 Annual Meeting
of Stockholders.

Nominees: John Seely Brown, Frank M. Drendel and Lynn Forester

(INSTRUCTION: To withhold your vote for any individual nominee, strike a line
through the nominee's name.)


                                                   FOR   AGAINST   ABSTAIN

PROPOSAL TWO: To approve the Company's 1999        / /     / /       / /
Long-Term Incentive Plan.


                                                  FOR   AGAINST   ABSTAIN

PROPOSAL THREE: To ratify the appointment by      / /     / /       / /
the Board of Directors of the Company of
Deloitte & Touche LLP as independent auditor
for the Company for the 1999 fiscal year.


Signature(s):                                            Dated:          ,1999
             ---------------------------------------           ----------

NOTE: Please sign as name appears hereon. Joint owners should each sign. When
acting as attorney, executor, administrator, trustee or guardian, please give
full title as such.




                         GENERAL INSTRUMENT CORPORATION
                    PROXY SOLICITED BY THE BOARD OF DIRECTORS
                     FOR THE ANNUAL MEETING OF STOCKHOLDERS
                             TO BE HELD MAY 25, 1999

      The undersigned hereby appoints Geoffrey S. Roman and Richard C. Smith and
each or either of them his attorneys and agents, with full power of substitution
to vote as Proxy for the undersigned as herein stated at the Annual Meeting of
Stockholders of General Instrument Corporation (the "Company") to be held at the
the Wyndham Franklin Plaza Hotel, 17th and Race Street, Philadelphia,
Pennsylvania, on May 25, 1999 at 9:30 a.m., local time, and at any adjournment
thereof, according to the number of votes the undersigned would be entitled to
vote if personally present, on the proposals set forth below and in accordance
with their discretion on any other matters that may properly come before the
meeting or any adjournments thereof. The undersigned hereby acknowledges receipt
of the Notice and Proxy Statement, dated April 14, 1999. If this proxy is
returned without direction being given, this proxy will be voted FOR Proposals
One, Two and Three.



PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.


              (IMPORTANT-- TO BE SIGNED AND DATED ON REVERSE SIDE)


See Reverse Side




Please mark your votes as indicated in this example  /X/

The Board of Directors recommends that stockholders vote FOR Proposals One, Two
and Three.

                                                   FOR all
                                                   nominees           WITHHOLD
                                                 listed below        AUTHORITY
                                                  (except as        to vote for
                                                 marked to the      all nominees
                                                   contrary)        listed below

PROPOSAL ONE: To elect three Class II directors       / /               / /
for terms ending at the 2002 Annual Meeting
of Stockholders.

Nominees: John Seely Brown, Frank M. Drendel and Lynn Forester

(INSTRUCTION: To withhold your vote for any individual nominee, strike a line
through the nominee's name.)




                                                 FOR      AGAINST     ABSTAIN

PROPOSAL TWO: To approve the Company's 1999      / /        / /         / /
Long-Term Incentive Plan.

                                                 FOR      AGAINST     ABSTAIN

PROPOSAL THREE: To ratify the appointment        / /       / /         / /
by the Board of Directors of the Company
of Deloitte & Touche LLP as independent
auditor for the Company for the 1999 fiscal
year.


PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

Please sign exactly as your name appears. If acting as attorney, executor,
administrator, trustee, guardian, etc., you should so indicate when signing. If
a corporation, please sign the full corporate name by President or other duly
authorized officer. If a partnership, please sign in full partnership name by
authorized person. If shares are held jointly, both parties must sign and
date.

Signature(s):                            Date:              ,1999
             -------------------------        -------------

Signature(s):                            Date:              ,1999
             -------------------------        -------------