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 31, 2002

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

            Delaware                      000-07438            04-2258582
(State or other jurisdiction of     (Commission File No.)     (IRS Employee
         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 7.  Financial Statements and Exhibits.

         Exhibit 99.1: Press Release, dated July 31, 2002, entitled "Acterna
Corporation Reports First Quarter Results," 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 Reports First Quarter Results."



                                   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 31, 2002

                                    By:    /s/ John D. Ratliff
                                          --------------------------
                                          Name:    John D. Ratliff
                                          Title:   Corporate Vice President and
                                                   Chief Financial Officer