Exhibit 99.2

For Immediate Release

        Acterna Corporation Announces $75 Million Investment by Clayton,

            Dubilier & Rice and Amendment to Senior Credit Agreement

         Burlington, MASS, December 20, 2001--Acterna Corporation (NASDAQ: ACTR)
today announced that an investment fund managed by Clayton, Dubilier & Rice,
Inc. has agreed to purchase $75 million aggregate principal amount of 12% Senior
Secured Convertible Notes due 2007 of Acterna LLC, a wholly-owned subsidiary of
Acterna Corporation. The company expects to issue additional notes for the
payment of interest for the foreseeable future. The Notes will be convertible
into common stock of Acterna Corporation at a conversion price of $3.00 per
share, subject to customary anti-dilution protections. With the new investment,
the company has more than $140 million in cash or funds available under its
credit facilities.

         Acterna also announced that it had reached agreement with the lenders
under its senior credit facility for an amendment to its credit agreement. The
amendment waives compliance with specified existing financial covenants through
June 30, 2003 and imposes new liquidity and financial covenants, as well as
certain other limitations, on the company.

         "These actions strengthen Acterna's overall financial position and
ability to execute its business plans during these challenging times," said Ned
Lautenbach, chairman and CEO of Acterna Corporation. "We remain confident in
Acterna's long term growth prospects in its key markets as economic conditions
improve."

         Acterna expects the amendment to its credit agreement to become
effective on or before December 31, 2001, and the sale of the Notes to occur on
or before January 15, 2001, in each case subject to customary closing conditions
and final documentation.

         Clayton Dubilier & Rice, Inc. manages two investment funds that
together own approximately 80 percent of Acterna Corporation's outstanding
common stock. Accordingly, the terms of the new investments were reviewed and
approved by a special committee composed of independent directors of Acterna
Corporation.

About Acterna Corporation:

           Acterna Corporation (NASDAQ: ACTR) is the holding company for
Acterna, AIRSHOW, da Vinci Systems and Itronix. Acterna is the world's largest
provider of test and management solutions for optical transport, access and
cable networks and the second largest communications test company overall.
Acterna, with a presence in more than 80 countries, provides a range of
equipment, software, systems and services to help customers develop, install,
manufacture and maintain their optical transport, access, cable, data/IP and
wireless networks. AIRSHOW supplies in-flight passenger information systems to
the aviation industry while da Vinci Systems designs and markets video color
correction systems to the video postproduction industry. Itronix sells
ruggedized computing devices for field service applications to a range of
industries. Additional information on Acterna is available at
http://www.acterna.com
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         This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Act of 1934, as amended, which statements reflect the
company's current judgment on the matters addressed by these statements.
However, because such statements apply to future events, they are subject to
risks and uncertainties that could cause actual events and the company's results
to differ materially. Important factors that could cause actual events and the
company's results to differ materially are described in the company's reports on
Form 10-K and Form 10-Q on file with the Securities and Exchange Commission.

Contacts:

Acterna Investor Relations
Maria Henry, 301-353-1550, ext. 1207

Acterna Media Relations

Frank J. Walter/Alice Ducq, 301-353-1560, ext. 4376