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):
                                 August 6, 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 5.  Other Events.

         On August 6, 2002, Acterna Corporation ("Acterna") issued a press
release announcing the second extension of the expiration date for the cash
tender offers for up to $155 million, on a combined basis, of the outstanding 9
3/4% Senior Subordinated Notes due 2008 of Acterna LLC, a Delaware limited
liability company that is wholly-owned by Acterna ("Acterna LLC"), and the
satisfaction of certain of the conditions to the cash tender offers. The tender
offers, which were commenced on June 24, 2002 and originally scheduled to expire
on July 22, 2002, and which were previously extended until August 5, 2002, have
been extended to expire at 5:00 p.m., New York City time, on Monday, August 12,
2002, unless further extended. A copy of the press release relating to the
extension of the expiration date for the tender offers is attached hereto as
Exhibit 99.1 and incorporated herein by reference.

Item 7.  Financial Statements and Exhibits.

         Exhibit 99.1: Press Release, dated August 6, 2002, entitled "Acterna
Corporation Announces Second Extension of Expiration Date for Combined Cash
Tender Offers for Outstanding Notes of Acterna LLC".

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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:  August 6, 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

                                  PRESS RELEASE

               ACTERNA CORPORATION ANNOUNCES SECOND EXTENSION OF
              EXPIRATION DATE FOR COMBINED CASH TENDER OFFERS FOR
                        OUTSTANDING NOTES OF ACTERNA LLC

       Germantown, MD, August 6, 2002 - Acterna Corporation (Nasdaq: ACTR)
today announced the second extension of the expiration date of the cash tender
offers for up to $155 million, on a combined basis, in principal amount of the
outstanding 9 3/4 percent Senior Subordinated Notes due 2008 of Acterna. The
tender offers, which are being made by Acterna LLC (Acterna) and CD&R VI
(Barbados), Ltd. (CD&R Barbados), are described in the Offers to Purchase dated
June 24, 2002.

         The tender offers, which were originally scheduled to expire at
midnight, New York City time, on Monday, July 22, 2002, and which were
previously extended to August 5, 2002, have been extended to expire at 5:00
p.m., New York City time, on Monday, August 12, 2002, unless further extended.
Payment for Notes validly tendered and not validly withdrawn will be made
promptly following expiration of the offers.

         Acterna expects all conditions to the tender offers to be satisfied
this week. Acterna has received all requisite governmental approvals for the
sale of its Airshow business to Rockwell Collins, and expects that the closing
of the Airshow sale will take place shortly. The Company has also reached
agreement with CD&R Barbados on the terms of the investment right granted to
CD&R Barbados of all future cash interest received, on an after tax basis, on
all of the notes held by CD&R Barbados upon the completion of the tender offers
in new senior secured convertible notes of Acterna LLC. The tender offers are
expected to close promptly following their expiration on August 12, 2002.

         At the close of business on August 5, 2002, $153,320,000 principal
amount of the Notes had been validly tendered, representing Notes with an
aggregate purchase price of approximately $33.7 million. The Company and CD&R
Barbados have offered to purchase up to $155 million principal amount of Notes,
on a combined basis.

         Miller Buckfire Lewis & Co., LLC is acting as the exclusive Dealer
Manager. Inquiries relating to the tender offer should be directed to Marc D.
Puntus at MBL at 212-895-1819. Requests for additional copies of the tender
offer materials may be directed to MacKenzie Partners, Inc., the Information
Agent, at (800) 322-2885.

         This press release does not constitute an offer to purchase the Notes.
The tender offers are made solely by the Offers to Purchase.

                                      * * *



         About the Offerors

         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.

         CD&R Barbados is a Barbados company holding an International Business
Company license. All of the capital stock of CD&R Barbados is owned by Clayton,
Dubilier & Rice Fund VI Limited Partnership, an affiliate of Acterna that is
managed by Clayton, Dubilier & Rice, Inc.

         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


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