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

                Date of Report (Date of earliest event reported):
                                  July 12, 2002

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

            Delaware                      000-07438              04-2258582
(State or other jurisdiction      (Commission File No.)       (IRS Employee
        of incorporation)                                    Identification No.)

                             20410 Observation Drive
                           Germantown, Maryland 20876
          (Address of principal executive offices, including zip code)

       Registrant's telephone number, including area code: (301) 353-1550



Item 5.  Other Events.

         On July 12, 2002, Acterna Corporation ("Acterna") reached agreement
with its lender group to amend (the "Amendment") the Credit Agreement, dated as
of May 23, 2000 (as amended, supplemented or otherwise modified, the "Credit
Agreement"), among Acterna LLC, a Delaware limited liability company and a
wholly-owned subsidiary of Acterna ("Acterna LLC"), certain other subsidiaries
of the Acterna, JPMorgan Chase Bank, as Administrative Agent, and certain other
parties thereto.

         The Amendment will provide, among other things, for the following
changes to the Credit Agreement:

         The limitation on optionally repurchasing Acterna LLC's 9 3/4% Senior
Subordinated Notes due 2008 (the "Senior Subordinated Notes") will be amended to
permit, subject to certain restrictions and conditions, the purchase for up $24
million in aggregate purchase price of the Senior Subordinated Notes pursuant to
tender offers commenced by Acterna LLC and CD&R VI (Barbados), Ltd., a Barbados
company the capital stock of which is owned by Clayton, Dubilier & Rice Fund VI
Limited Partnership, an affiliate of Acterna ("CD&R Barbados"), on June 24,
2002. The restrictions on asset sales will be amended to permit, subject to
certain restrictions and conditions, the sale of Acterna's Airshow business to
Rockwell Collins, Inc. ("Rockwell Collins") pursuant to a previously announced
agreement with Rockwell Collins, so long as the net proceeds of such sales are
used to prepay the loans under the Credit Agreement. In addition, the
restrictions on indebtedness contained in the Credit Agreement will be amended
to allow Acterna LLC to incur additional secured indebtedness as a result of the
issuance of new senior secured convertible notes to CD&R Barbados, which is
expected to agree with the Administrative Agent to invest all future cash
interest received, on an after tax basis, on all of the Senior Subordinated
Notes held by it in such new senior secured convertible notes (the "CD&R
Barbados Investment").

         Under the Amendment, if the Airshow sale is consummated, the minimum
EBITDA amounts Acterna must comply with will be adjusted to be negative $40
million, negative $17 million and $0 for the six, nine and twelve month periods
ended September 30, 2002, December 31, 2002 and March 31, 2003, respectively. In
addition, if Acterna prepays at least $100 million of the term loans under the
Credit Agreement (other than with the proceeds of the Airshow sale), (i)
Acterna's maximum leverage coverage ratio and minimum interest coverage ratio
will be waived until (but not including) June 30, 2004 and (ii) Acterna will
need to comply with the following minimum EBITDA requirements for each of the
following twelve month periods: $20 million for a period ending June 30, 2003,
$30 million for a period ending September 30, 2003, $40 million for a period
ending December 31, 2003 and $50 million for a period ending March 31, 2004. The
amendment also increases the interest rates on the loans under the Credit
Agreement by 0.25%.


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         The effectiveness of the Amendment is subject to a number of
conditions, including approval by the Administrative Agent of the CD&R Barbados
Investment and satisfaction of customary closing conditions.

Item 7.  Financial Statements and Exhibits.

         Exhibit 99.1: Press Release, dated June 24, 2002, entitled, "Acterna
Corporation Receives Approval From its Lender Group for Amendment to its Senior
Secured Credit Facility", which release is furnished but not filed as part of
Item 9 of this report.

Item 9.  Regulation FD Disclosure.

         Attached hereto as Exhibit 99.1 and furnished but not filed is a press
release entitled "Acterna Corporation Receives Approval From its Lender Group
for Amendment to its Senior Secured Credit Facility".


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                                   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.

                                   ACTERNA CORPORATION

Date:  July 17, 2002

                                   By:   /s/  John D. Ratliff
                                         ---------------------------------------
                                         Name:  John D. Ratliff

                                         Title: Senior Vice President and Chief
                                                Financial Officer


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EX-99.1

                                                                    EXHIBIT 99.1

         For Immediate Release

           ACTERNA CORPORATION RECEIVES APPROVAL FROM ITS LENDER GROUP
              FOR AMENDMENT TO ITS SENIOR SECURED CREDIT FACILITY

         Germantown, MD - July 15, 2002 - Acterna Corporation (Nasdaq: ACTR)
announced today that it has reached agreement with the lender group of its
senior secured credit facility for an amendment to its credit agreement. Under
the amendment, the lenders, among other things, will approve the sale of
Acterna's Airshow business to Rockwell Collins and consent to a change to
certain financial covenants in the credit agreement upon consummation of the
Airshow sale. Acterna's agreement with its lender group will also permit the
Company to use $24 million to purchase a portion of Acterna LLC's 9.75 percent
Senior Subordinated Notes due 2008 pursuant to tender offers announced on June
24, 2002.

         "We are pleased with the support from our banks," said John Ratliff,
chief financial officer of Acterna Corporation. "This amendment clears the way
for the company to proceed with the tender offer for the bonds and the revised
financial covenants provide additional financial flexibility as the company
works through difficult industry conditions."

         The effectiveness of the amendment is subject to a number of
conditions, including approval by the administrative agent for the lenders under
the Credit Agreement of arrangements governing a proposed investment by CD&R
Barbados (a Barbados company the capital stock of which is owned by Clayton,
Dubilier & Rice Fund VI Limited Partnership, an affiliate of Acterna) of all
future cash interest received, on an after tax basis, on all of the Senior
Subordinated Notes held by CD&R Barbados in new senior secured convertible notes
of Acterna LLC and satisfaction of customary closing conditions.

                                      * * *

         About Acterna Corporation

         Based in Germantown, Maryland, Acterna Corporation is the holding
company for Acterna, Airshow, da Vinci Systems and Itronix. Acterna is the
world's second largest communications test and management company. The company
offers instruments, systems, software and services used by service providers,
equipment manufacturers and enterprise users to test and optimize performance of
their optical transport, access, cable, data/IP and wireless networks and
services. 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.

         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 Exchange Act of 1934, as amended, which reflect Acterna's
current judgment on certain issues. Because such statements apply to future
events, they are subject to risks and uncertainties that could cause the actual
results to differ materially. Important factors that could cause actual results
to differ materially are described in Acterna's reports on Form 10-K and 10-Q on
file with the Securities and Exchange Commission.

         Contacts:

         Investor Contact:  Maria Henry, Acterna Corporation, 301-353-1550,
                            ext 1207

         Media Contact:  Jim Monroe, Acterna Corporation, 301-353-1560,
                         ext. 4366