GENERAL INSTRUMENT CORP /DE/
8-K, 1996-06-20
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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                       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): June 19, 1996



                         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.)




  8770 West Bryn Mawr Avenue, Chicago,  Illinois                      60631    
  ------------------------------------------------                    -----
 (Address of principal executive office)                            (Zip Code)


                                 (312)-695-1000
                                 --------------  
              (Registrant's telephone number, including area code)


<PAGE>


Item 5   Other Events

The Registrant  hereby  incorporates by reference the description of the matters
set forth in its press  release  dated June 19, 1996 (such press  release  being
Exhibit 99 attached hereto).

Item 7   Financial Statements and Exhibits

         (c)      Exhibits

         99       Registrant's press release dated June 19, 1996

         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:  June 19, 1996



<PAGE>


                                  EXHIBIT INDEX


                                                                     Sequential
                                                                     Page
 No.                     Exhibits                                    No.
 ---                     --------                                    ---------- 

 99                      The Registrant's press release dated        4
                         June 19, 1996







EXHIBIT 99





                                                 CONTACTS:
                                                 Dick Badler      312-695-1030
                                                 Mark Borman      312-695-1150






GENERAL  INSTRUMENT  TO REPORT  LITIGATION  CHARGE;  OTHERWISE,  SECOND  QUARTER
RESULTS TO MEET EXPECTATIONS
- --------------------------------------------------------------------------------

CHICAGO,  IL -- (June 19, 1996) -- As previously  reported by General Instrument
Corporation  (NYSE:GIC) on June 12, 1996,  the United States  District Court for
the  Eastern  District of Texas has  entered a final  judgment  against its Next
Level Communications  subsidiary and individual defendants in favor of plaintiff
DSC  Communications,  in a total amount of $136,732,000.  The company  announced
today that it will take a pre-tax  charge to earnings  in its second  quarter of
$141 million, reflecting the judgment and the costs of litigation and appeal.

The company also  indicated  that,  otherwise,  it expected  its second  quarter
results to meet analyst expectations.

General  Instrument  Corporation  is a world  leader in  developing  technology,
systems and product solutions for the secure and interactive  delivery of video,
voice,  and  data,  as  well  as  in  manufacturing  and  distributing  discrete
semiconductors.

The  information set forth above includes  "forward  looking"  information  and,
accordingly,  the cautionary statements contained in Forward-Looking Information
filed by the Company as Exhibit 99 to its Form 10-K for the year ended  December
31, 1995 are incorporated herein by reference.
                                                                  ###





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