8-K

               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 27, 1995



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



 Delaware                           1-5442                 13-3575653
(State or other jurisdiction    (Commission File No.)   (I.R.S. Employer
 of incorporation)                                       Identification No.)






  181 West Madison Street, Chicago, Illinois                 60602
  (Address of principal executive office)                  (Zip Code)


                              (312) 541-5000
           (Registrant's telephone number, including area code)


Item 5    Other Events

The Registrant hereby incorporates by reference the description
of the matters set forth in its press release dated July 27, 1995
(such press release being Exhibit 99 attached hereto).

Item 7    Financial Statements and Exhibits

     (c)  Exhibits

     99   Registrant's press release dated July 27, 1995

     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.

                                    GENERAL INSTRUMENT CORPORATION




                                    By:/s/ Paul J. Berzenski
                                      ---------------------
                                      Paul J. Berzenski
                                      Vice President and Controller


DATE:  July 27, 1995



                          EXHIBIT INDEX




 No.            Exhibits
- ----            --------

 99             The Registrant's press release dated
                July 27, 1995

EX-99

                                             Exhibit (99)


               Contact for General Instrument:         Karen Kane
                                             312-541-5011


               Contact for Forstmann Little:      George Sard
                                             Sard Verbinnen & Co.
                                             212-687-8080

FOR IMMEDIATE RELEASE

  DAN AKERSON, GENERAL PARTNER AT FORSTMANN LITTLE SINCE 1993,
                   TO SPEND FULL TIME AT FIRM;

 RICK FRIEDLAND TO SUCCEED AKERSON AS CEO OF GENERAL INSTRUMENT
   ___________________________________________________________

CHICAGO and NEW YORK July 27, 1995-- General Instrument

Corporation (NYSE: GIC) and Forstmann Little & Co., its largest

shareholder, announced today that Daniel F. Akerson, Chairman and

Chief Executive Officer of General Instrument, is stepping down

as CEO to spend full time at Forstmann Little, and that Richard

S. Friedland, President and Chief Operating Officer, will become

CEO of General Instrument effective August 1, 1995.



Akerson, who has been a General Partner of Forstmann Little since

1993, remains Chairman and a Director of GI until December 31,

1995.  Friedland is a 17-year GI veteran who has been President,

Chief Operating Officer and a Director since late 1993.



"Dan Akerson left MCI to join Forstmann Little as a general

partner in 1993," said Theodore J. Forstmann, Senior Partner of

Forstmann Little, which acquired GI in 1990 and took it public in

1992. "His initial task was to become CEO of GI, which was then

our largest investment.  I asked him to create and implement

appropriate business and technology strategies while establishing

management succession.  He has done a superb job."



"One of the first things Dan did was to promote Rick Friedland to

President and COO," said Forstmann. "Rick has performed superbly,

and we have great confidence in Rick's ability to create further

value for all GI shareholders. Under Dan's and Rick's leadership,

GI's revenues have doubled, net income has quadrupled, and market

capitalization has risen by $1.8 billion.  We own 21.7 million

shares and continue as GI's largest shareholder."



 "I am pleased to have been able to make a contribution to GI's

success at such an important stage of its development," said

Akerson.  "Rick Friedland has been my partner for the past two

years, and he has done an excellent job running all areas of

operations.  Rick is well acquainted with the responsibilities of

the chief executive officer and has the respect of customers,

employees and shareholders. He deserves a great deal of credit

for the company's strong current market position and future

prospects. He is the ideal person to provide continuity and help

GI take full advantage of its extraordinary opportunities in the

years ahead."



"Managing General Instrument is an extraordinary challenge and

opportunity for me," said Friedland. "GI's telecommunications

market and technology leadership, honed in the U.S. cable

industry, is expanding into broader markets in the U.S. and

worldwide," said Friedland.  "We have the people, the

technologies and the products to serve customers throughout the

world.  We will continue to build on our solid reputation for

quality, ingenuity and timely delivery of products to meet our

customers' evolving needs."



Friedland, 44, was named President, Chief Operating Officer and a

Director of GI in October 1993.  He had been Chief Financial

Officer since 1992 and previously held a series of increasingly

responsible financial management positions.  He joined GI in 1978

from Price Waterhouse LLP. Friedland is a Director of Department

56, Inc., a maker of specialty giftware products. Awarded a B.S.

in accounting from Ohio State University,  Friedland earned his

M.B.A. in finance at Seton Hall University in 1985.





Akerson, 46, became a General Partner of Forstmann Little and

Chairman and CEO of General Instrument in August 1993.  He

previously spent 10 years at MCI Communications Corporation, most

recently as President and Chief Operating Officer.  He is a

Director of  The American Express Company, Gulfstream Aerospace

Corporation, Ziff-Davis Publishing Company, The Thompson-Minwax

Company and the Business School of the College of William and

Mary.



Founded in 1978, Forstmann Little & Co. is a private investment

firm that has invested over $12 billion in 20 acquisitions, most

recently $1.4 billion in Ziff-Davis Publishing Company in late

1994.  In addition to Ziff-Davis and its 15 percent stake in

General Instrument, the firm currently owns or controls six

companies, including Department 56, Gulfstream Aerospace

Corporation and The Thompson-Minwax Company.



General Instrument Corporation is a world leader in developing

technology, systems and product solutions for the interactive

delivery of video, voice and data.



                              ####