UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                    FORM 10-Q

    (Mark One)

    [X ]  Quarterly Report Pursuant  to Section 13 or 15(d)  of the Securities
    Exchange Act of 1934

    For the quarterly period ended March 31, 1997
                                        or
    [  ] Transition  Report Pursuant to Section 13 or 15(d)  of the Securities
    Exchange Act of 1934 

    For the transition period from             to                             
                                    -----------    -----------            

                          Commission File Number  1-7418
                                                  ------

                                ESSEX GROUP, INC.
              ------------------------------------------------------
              (Exact name of registrant as specified in its charter)


             MICHIGAN                                          35-1313928    
    --------------------------------------------------------------------------
    (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                         Identification No.)

    1601 WALL STREET, FORT WAYNE, INDIANA                          46802
    --------------------------------------------------------------------------
    (Address of principal executive offices)                     (Zip Code)

    Registrant's telephone number:  (219) 461-4000

                                       None
           ------------------------------------------------------------
             (Former name, former address and former fiscal year, if
               changed since last report)                          

    Indicate by  check mark whether the  registrant (1) has filed  all reports
    required to be filed by Section 13 or 15(d) of the Securities Exchange Act
    of  1934 during the preceding 12  months (or for such  shorter period that
    the  registrant  was required  to file  such  reports), and  (2)  has been
    subject to such filing requirements for the past 90 days.
    [X ] Yes    [  ] No

    Indicate the number of  shares outstanding of each of the issuer's classes
    of common stock, as of the latest practicable date:

                                               Number of Shares Outstanding
     Common Stock                                  As of March 31, 1997
    --------------                             ----------------------------
    $.01 Par Value                                        100<PAGE>


                                ESSEX GROUP, INC.

                                 FORM 10-Q INDEX

                    FOR QUARTERLY PERIOD ENDED MARCH 31, 1997






                                                                      Page No.

    Part I.   Financial Information

    Item 1.   Financial Statements

              Consolidated Balance Sheets . . . . . . . . . . . . . . . .    3

              Consolidated Statements of Income . . . . . . . . . . . . .    5

              Consolidated Statements of Cash Flows . . . . . . . . . . .    6

              Notes to Consolidated Financial Statements  . . . . . . . .    8

    Item 2.   Management's Discussion and Analysis of
              Financial Condition and Results of Operations . . . . . . .   11

    Part II.  Other Information

    Item 6.   Exhibits and Reports on Form 8-K  . . . . . . . . . . . . .   16


    Signature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   17

























                                        2<PAGE>


                          PART I.  FINANCIAL INFORMATION

    Item 1.  Financial Statements

                                 ESSEX GROUP, INC.

                           CONSOLIDATED BALANCE SHEETS

    <TABLE>
    <CAPTION>
                                                               December 31,    March 31,
                                                                   1996           1997
    In Thousands of Dollars                                                   (Unaudited)
    --------------------------------------------------------------------------------------

                              ASSETS
    <S>                                                         <C>           <C>
    Current assets:

       Cash and cash equivalents  . . . . . . . . . . . . . .     $  2,899     $    196   
       Accounts receivable (net of allowance of                              
        $5,239 and $5,434)  . . . . . . . . . . . . . . . . .      189,717      217,529   
       Inventories  . . . . . . . . . . . . . . . . . . . . .      217,643      242,954   
       Other current assets . . . . . . . . . . . . . . . . .       12,147        8,403   
                                                                  --------     --------   

              Total current assets  . . . . . . . . . . . . .      422,406      469,082   


       Property, plant and equipment (net of accumulated
        depreciation of $112,108 and $117,731)  . . . . . . .      280,489      278,996   
       Excess of cost over net assets acquired (net of
        accumulated amortization of $17,388 and $18,437)  . .      126,619      126,099   
       Other intangible assets and deferred costs (net of
         accumulated amortization of $4,501 and $4,934) . . .        7,417        6,954   
       Other assets . . . . . . . . . . . . . . . . . . . . .        4,294        5,604   
                                                                  --------     --------   

                                                                  $841,225     $886,735   
                                                                  ========     ========   


                        See Notes to Consolidated Financial Statements
















                                                 3<PAGE>


                                         ESSEX GROUP, INC.

                              CONSOLIDATED BALANCE SHEETS - Continued




                                                               December 31,    March 31,
                                                                   1996           1997
    In Thousands of Dollars, Except Per Share Data                            (Unaudited)
    --------------------------------------------------------------------------------------


               LIABILITIES AND STOCKHOLDER'S EQUITY

    Current liabilities:
       Notes payable to bank  . . . . . . . . . . . . . . . .    $  30,913    $   7,130   
       Current portion of long-term debt  . . . . . . . . . .       11,576       11,576   
       Accounts payable . . . . . . . . . . . . . . . . . . .       71,243       61,043   
       Accrued liabilities  . . . . . . . . . . . . . . . . .       64,313       66,622   

       Deferred income taxes  . . . . . . . . . . . . . . . .       15,151       14,257   
       Due to Holdings  . . . . . . . . . . . . . . . . . . .        5,153       18,601   
                                                                  --------     --------   

              Total current liabilities . . . . . . . . . . .      198,349      179,229   

       Long-term debt . . . . . . . . . . . . . . . . . . . .      421,340      468,546   

       Deferred income taxes  . . . . . . . . . . . . . . . .       58,043       54,895   
       Other long-term liabilities  . . . . . . . . . . . . .       12,427       13,701   

    Stockholder's equity:
       Common stock, par value $.01 per share; 1,000 shares
        authorized; 100 shares issued and outstanding; plus
        additional paid in capital  . . . . . . . . . . . . .      104,036      104,036   
       Retained earnings  . . . . . . . . . . . . . . . . . .       47,030       66,328   
                                                                  --------     --------   


              Total stockholder's equity  . . . . . . . . . .      151,066      170,364   
                                                                  --------     --------   

                                                                  $841,225     $886,735   
                                                                  ========     ========   
    </TABLE>


                           See Notes to Consolidated Financial Statements










                                                 4<PAGE>


                                ESSEX GROUP, INC.

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

    <TABLE>
    <CAPTION>
                                                       Three Month Period
                                                         Ended March 31,
                                                   --------------------------
       In Thousands of Dollars                         1996          1997
       ----------------------------------------------------------------------
       <S>                                             <C>           <C>      
       Net sales . . . . . . . . . . . . . . . . .     $308,410      $410,778 
       Cost of goods sold  . . . . . . . . . . . .      258,651       330,907 

       Selling and administrative expenses . . . .       28,119        36,906 
       Other expense (income), net . . . . . . . .           54           (60)
                                                       --------      -------- 
                                                                

       Income from operations  . . . . . . . . . .       21,586        43,025 
       Interest expense  . . . . . . . . . . . . .       10,167        11,127 
                                                       --------      -------- 

       Income before income taxes  . . . . . . . .       11,419        31,898 

       Provision for income taxes  . . . . . . . .        5,000        12,600 
                                                       --------      -------- 
                                                                

       Net income  . . . . . . . . . . . . . . . .     $  6,419      $ 19,298 
                                                       ========      ======== 
    </TABLE>

                  See Notes to Consolidated Financial Statements























                                        5<PAGE>


                                ESSEX GROUP, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


    <TABLE>
    <CAPTION>
                                                              Three Month Period
                                                                Ended March 31,
                                                           ------------------------
    In Thousands of Dollars                                    1996         1997
    -------------------------------------------------------------------------------
    OPERATING ACTIVITIES
    <S>                                                      <C>           <C>      
    Net income  . . . . . . . . . . . . . . . . . . . . .    $  6,419      $ 19,298 
    Adjustments to reconcile net income to cash
     provided by operating activities:
      Depreciation and amortization . . . . . . . . . . .       8,431         8,313 
      Non cash interest expense . . . . . . . . . . . . .         751           381 
      Non cash pension expense  . . . . . . . . . . . . .         613           902 
      Provision for losses on accounts receivable . . . .         330           235 
      Benefit for deferred income taxes . . . . . . . . .      (1,032)       (4,042)
      Loss on disposal of property, plant
        and equipment   . . . . . . . . . . . . . . . . .         145           172 
      Changes in operating assets and liabilities:
       Increase in accounts receivable  . . . . . . . . .     (11,599)      (28,047)
       Increase in inventories  . . . . . . . . . . . . .     (15,961)      (25,312)
       Decrease in accounts payable and
         accrued liabilities  . . . . . . . . . . . . . .      (4,656)       (7,905)
       Net (increase) decrease in other assets 
         and liabilities  . . . . . . . . . . . . . . . .      (4,430)        1,931 
       Increase in due to Holdings  . . . . . . . . . . .       4,858        13,448 
                                                             --------      -------- 

       NET CASH USED FOR                                      (16,131)      (20,626)
         OPERATING ACTIVITIES . . . . . . . . . . . . . .    --------      -------- 
                                                                                    
    INVESTING ACTIVITIES
     Additions to property, plant and equipment . . . . .      (4,448)       (5,752)
     Proceeds from disposal of property, plant
      and equipment . . . . . . . . . . . . . . . . . . .          16           252 
     Acquisitions . . . . . . . . . . . . . . . . . . . .      (6,682)            - 
     Other investments  . . . . . . . . . . . . . . . . .           -             - 
                                                             --------     --------- 

    NET CASH USED FOR INVESTING ACTIVITIES  . . . . . . .     (11,114)       (5,500)
                                                             --------      -------- 

                     See Notes to Consolidated Financial Statements









                                           6<PAGE>


                                   ESSEX GROUP, INC.

                   CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
                                      (Unaudited)

                                                              Three Month Period
                                                                Ended March 31,
                                                           ------------------------
    In Thousands of Dollars                                    1996         1997
    -------------------------------------------------------------------------------
    FINANCING ACTIVITIES
     Proceeds from long-term debt . . . . . . . . . . . .      70,200       237,500 
     Repayment of long-term debt  . . . . . . . . . . . .     (49,252)     (190,294)
     Proceeds from notes payable to banks . . . . . . . .     117,115       115,158 
     Repayment of notes payable to banks  . . . . . . . .    (113,975)     (138,941)
                                                             --------      -------- 
     NET CASH PROVIDED BY FINANCING ACTIVITIES  . . . . .      24,088        23,423 
                                                             --------      -------- 
    NET DECREASE IN CASH AND CASH EQUIVALENTS . . . . . .      (3,157)       (2,703)

    Cash and cash equivalents at beginning of period  . .       3,157         2,899 
                                                             --------      -------- 

    Cash and cash equivalents at end of period  . . . . .    $     -       $    196 
                                                             ========      ======== 
    </TABLE>


                     See Notes to Consolidated Financial Statements






























                                        7<PAGE>


                                ESSEX GROUP, INC.

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

    In Thousands of Dollars
    -----------------------

    NOTE 1  ORGANIZATION AND RECENT DEVELOPMENT

      Essex Group, Inc.  (the "Company") is a wholly owned subsidiary of Essex
    International Inc.  ("Essex International") (formerly  known as  BCP/Essex
    Holdings Inc.).  The principal asset of Essex International  is all of the
    outstanding common stock of the Company.

      On  April  17, 1997,  Essex  International completed  an  Initial Public
    Offering (the "Offering") of 5,750,000  shares of common stock,  including
    2,750,000 shares sold by existing shareholders.  The net proceeds to Essex
    International,  after   underwriting  commissions  and  other   associated
    expenses,  were $46,440  of which  $29,497 was  used to  repay the  senior
    unsecured  note agreement and  the remaining proceeds were  applied to the
    revolving  credit facility.   In connection  with the  Offering, BCP/Essex
    Holdings Inc.'s name was changed to Essex International Inc.

    NOTE 2  BASIS OF PRESENTATION

     The  unaudited  interim  consolidated  financial statements  contain  all
    adjustments, consisting of normal recurring adjustments, which are, in the
    opinion of the management  of the Company, necessary to present fairly the
    consolidated financial position of the  Company as of March  31, 1997, and
    the consolidated results of operations and cash  flows of the Company  for
    the three  month periods  ended  March 31,  1996 and  1997,  respectively.
    Results  of  operations for  the  periods  presented  are  not necessarily
    indicative  of the  results for  the full  fiscal  year.   These financial
    statements should  be read in  conjunction with  the audited  consolidated
    financial statements and  notes thereto included in  the Company's  Annual
    Report on Form 10-K filed with the Securities and  Exchange Commission for
    the year ended December 31, 1996.

    NOTE 3  INVENTORIES

     The components of inventories are as follows:

    <TABLE>
    <CAPTION>
                                                December 31,      March 31,
                                                    1996            1997
                                               -------------    -------------
    <S>                                          <C>               <C>        
    Finished goods  . . . . . . . . . . . . .    $171,213          $197,287   
    Raw materials and work in process . . . .      56,840            65,223   
                                                 --------          --------   
                                                  228,053           262,510   
    LIFO reserve  . . . . . . . . . . . . . .     (10,410)          (19,556)  
                                                 --------          --------   
                                                 $217,643          $242,954   
                                                 ========          ========   
    </TABLE>

                                        8<PAGE>


                                ESSEX GROUP, INC.

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

    In Thousands of Dollars
    -----------------------

     The  Company values a  major portion  of its inventories at  the lower of
    cost or  market based on a last-in, first-out ("LIFO")  method.  Principal
    elements  of  cost  included  in  the  Company's  inventories are  copper,
    purchased materials, direct labor and manufacturing overhead.  Inventories
    valued using the LIFO method amounted to $210,454 and $233,619 at December
    31, 1996 and March 31, 1997, respectively.

     An  actual valuation of inventory under the  LIFO method can be made only
    at the end of each  year based on the  inventory levels and costs  at that
    time.  Accordingly, interim LIFO calculations must necessarily be based on
    management's estimates  of expected  year-end inventory  levels and costs.
    Because  these are  subject to  many  forces beyond  management's control,
    interim  results  are  subject  to  the   final  year-end  LIFO  inventory
    valuation.

    NOTE 4  LONG-TERM DEBT

     Long-term debt consists of the following:

    <TABLE>
    <CAPTION>

                                               December 31,       March 31,
                                                   1996             1997
                                               -------------    -------------
    <S>                                          <C>               <C>        
    10% Senior notes  . . . . . . . . . . .      $200,000          $200,000   
    Revolving loan  . . . . . . . . . . . .       179,900           230,000   
    Term loan . . . . . . . . . . . . . . .        31,766            29,497   
    Lease obligation  . . . . . . . . . . .        21,250            20,625   
                                                 --------          --------   
                                                  432,916           480,122   
         Less current portion . . . . . . .        11,576            11,576   
                                                 --------          --------   
                                                 $421,340          $468,546   
                                                 ========          ========   
    </TABLE>

     In connection with the  Offering, the Company's revolving credit facility
    was  amended and  restated.   It continues  to provide  up to  $370,000 in
    revolving loans  and maintains existing terms  and conditions  except that
    revolving loans  will bear  floating rates of interest,  at the  Company's
    option, at  bank prime  plus 0.50% or  a reserve  adjusted Eurodollar rate
    ("LIBOR") plus 1.50%.  The prime  based and LIBOR rates can be  reduced by
    .375%  to .50%  and .375%  to 1.125%,  respectively, if  certain specified
    financial conditions are  achieved.  In addition,  the average  commitment
    fees during  the revolving  loan  period have  been reduced  to 0.125%  to
    0.375% of  the average unused  portion of the available  credit based upon
    certain financial ratios.


                                        9<PAGE>


                                ESSEX GROUP, INC.

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-Continued
                                   (Unaudited)

    In Thousands of Dollars
    -----------------------

     Through March  31,  1997, the  Company fully  complied  with all  of  the
    financial  ratios  and   covenants  under  the  agreements  governing  its
    outstanding indebtedness.

    NOTE 5  CONTINGENT LIABILITIES

     There  are  various claims  and  pending  legal  proceedings against  the
    Company including environmental  matters and other matters  arising out of
    the ordinary course of its  business.  Pursuant to the 1988 acquisition of
    the Company  by Essex  International from  United Technologies Corporation
    ("UTC"),  UTC agreed  to  indemnify  the Company  against all  losses  (as
    defined) resulting from or in connection with  damage or pollution to  the
    environment  and arising  from events,  operations, or  activities  of the
    Company  prior to  February 29, 1988 or  from conditions  or circumstances
    existing at  February 29, 1988.   Except for certain  matters relating  to
    permit  compliance,  the Company  is  fully  indemnified  with  respect to
    conditions, events or  circumstances known  to UTC  prior to  February 29,
    1988.  The sites covered by this indemnity are handled directly by UTC and
    all  payments required to be  made are paid directly by  UTC.  The amounts
    related  to  this  environmental  contingency  are  not  material  to  the
    Company's consolidated  financial statements.  UTC  also provided a second
    environmental indemnity  which deals with  losses related to environmental
    events,  conditions or circumstances existing at  or prior to February 29,
    1988,  which  only  became  known  in  the  five  year  period  commencing
    February 29,  1988.  As to any such losses, the Company is responsible for
    the first $4,000 incurred.  Management and its legal counsel  periodically
    review  the  probable  outcome  of  pending  proceedings   and  the  costs
    reasonably expected to be incurred.   The Company accrues for  these costs
    when it  is probable that a liability has been  incurred and the amount of
    the loss can be reasonably estimated.  After consultation with counsel, in
    the opinion  of management,  the ultimate cost to  the Company,  exceeding
    amounts provided,  will not  materially affect  its consolidated financial
    position, cash flows or results of operations.  There can be no assurance,
    however, that future developments will not alter this conclusion.

     Since approximately 1990, the Company  has been named as a defendant in a
    number of  product liability  lawsuits brought by  electricians and  other
    skilled  tradesmen  claiming  injury from  exposure  to asbestos  found in
    electrical wire  products produced a  number of  years ago.   At March 31,
    1997,  the  number of  cases filed  against the  Company was  95 involving
    approximately 400 claims.  The Company's strategy is to defend these cases
    vigorously.   The Company believes  that its  liability, if any, in  these
    matters and  the related  defense costs will  not have  a material adverse
    effect  either individually  or  in  the aggregate  upon its  business  or
    financial condition, cash flows or results of operations.  There can be no
    assurance,  however,   that  future  developments   will  not  alter  this
    conclusion.




                                        10<PAGE>


    Item 2.  Management's Discussion and Analysis of Financial Condition
             and Results of Operations

    Introduction

     Essex  Group, Inc. (the "Company") is  a wholly owned subsidiary of Essex
    International  Inc. ("Essex  International") (formerly known  as BCP/Essex
    Holdings Inc.).  The principal  asset of Essex International is all of the
    outstanding common stock of the Company.

     In October 1992, Essex  International was acquired (the "Acquisition") by
    Bessemer Holdings, L.P. ("BHLP")  (an affiliate and successor  in interest
    to Bessemer Capital  Partners, L.P.), affiliates of Goldman, Sachs,  & Co.
    (collectively "Goldman Sachs"), affiliates of Donaldson, Lufkin & Jenrette
    Securities  Corporation  (collectively  "DLJ"),  Chase  Equity  Associates
    ("CEA"), and certain present and former employees of the Company.

     On  April  17,  1997, Essex  International  completed  an Initial  Public
    Offering (the "Offering") of  5,750,000 shares of common stock,  including
    2,750,000  shares sold  by existing shareholders.     The net  proceeds to
    Essex International,  after underwriting commissions and  other associated
    expenses, were $46.4 million of which $29.5 million was  used to repay the
    senior unsecured note agreement and the remaining proceeds were applied to
    the revolving credit facility.  In connection with the Offering, BCP/Essex
    Holdings Inc.'s name was changed to Essex International Inc.

     The  Company, founded in  1930, is a leading  developer, manufacturer and
    marketer of  electrical wire  and  cable products.   Among  the  Company's
    products are  magnet wire  for electromechanical  devices such  as motors,
    transformers and  electrical controls;  building wire  for residential and
    commercial  applications;  copper  voice  and   data  communication  wire;
    automotive wire and specialty wiring assemblies for automobiles and trucks
    and  industrial  wire for  applications  in  appliances,  construction and
    recreational vehicles.

    Results of Operations

    Product Lines

     The following  table sets forth for  the three month  periods ended March
    31, 1996 and  1997, respectively, the dollar amounts  of sales for each of
    the Company's major product lines:

    <TABLE>
    <CAPTION>

                                                         Sales
                                              ---------------------------

                                                  1996           1997
                                              -------------  ------------
                                                     (In millions)
    <S>                                       <C>             <C>         
    Building wire . . . . . . . . . . . . . .    $ 92.2          $182.4   
    Magnet wire . . . . . . . . . . . . . . .      99.1           107.3   
    Communication wire  . . . . . . . . . . .      44.2            38.6   
    Automotive wire . . . . . . . . . . . . .      23.7            21.8   
    Industrial wire . . . . . . . . . . . . .      15.1            30.0   

                                        11<PAGE>


    Other (a) . . . . . . . . . . . . . . . .      34.1            30.7   
                                               --------        --------   
    Total . . . . . . . . . . . . . . . . . .    $308.4          $410.8   
                                               ========        ========   
    </TABLE>
    ------------

    (a)    Includes  sales  of  third-party  manufactured products,  including
    electrical insulating  products, electric  motors, motor  repair parts and
    pump seals sold through the Company's distribution business unit.

















































                                        12<PAGE>


    Three Month Period Ended March 31, 1997

     Net  sales for the first quarter 1997 were $410.8 million or 33.2% higher
    than  the comparable  period in  1996, resulting  primarily from  improved
    sales volumes, partially  attributable to the October 1996  acquisition of
    Triangle Wire and Cable,  Inc. ("Triangle"), and improved product pricing,
    partially offset  by lower  copper  prices,  the Company's  principal  raw
    material.  During  the first quarter 1997, the  average price of copper on
    the New York Commodity Exchange, Inc. ("COMEX") was $1.11 versus $1.18 for
    the comparable period in 1996, a 5.9% decline.  Copper costs are generally
    passed onto customers  through product pricing.  First quarter  1997 sales
    volumes  were at  record levels  and exceeded  the  first quarter  1996 by
    35.4%.   The Company's operating margin  improved significantly during the
    first quarter 1997 to 10.4% from  the first quarter 1996  operating margin
    of 7.0%.   This improvement  was due primarily to a  marked improvement in
    building wire product pricing.

     Building wire sales  for the first quarter 1997  increased as compared to
    the  first quarter 1996  due primarily  to an  increase in  sales volumes,
    product pricing  (without regard  to copper  costs) and  incremental sales
    attributable to the Triangle acquisition, partially offset by a decline in
    copper  prices.   Building wire market  demand exhibited  continued growth
    during the  first quarter  1997  on the  strength of  new  non-residential
    construction  and  sustained  expansion  of  the  replacement and  upgrade
    segment  of the market; new  housing starts  were comparable to  the first
    quarter  1996.  Building  wire operating margins during  the first quarter
    1997  improved significantly  over the  comparable period  in 1996  to the
    above-mentioned strength of product demand.

     Sales  of magnet wire  during the  first quarter  1997 improved  from the
    comparable 1996 period  due to improved sales volumes partially  offset by
    declining copper prices.   Sales volume improvements were  attributable to
    increased demand  for magnet  wire in the transformer  and electric  motor
    markets due, in part, to greater use  of magnet wire for increased  energy
    efficiency and  growth in  the  domestic economy.   The  additional  sales
    volume  coupled  with  lower  production  costs,  resulting  from  greater
    manufacturing utilization, provided improved magnet wire operating margins
    during the first quarter 1997 as compared to the first quarter 1996.

     Communication  wire sales  for  the first  quarter  1997 were  below  the
    comparable period in 1996  due to  lower outside plant  ("OSP") sales  and
    reduced copper prices, partially offset by increased sales of premise wire
    products.  First quarter 1997 premise wire sales were  up 3.5% with volume
    up  16.3% as  compared to  the same  period in 1996,  reflecting continued
    growth in  this segment  of the communication  wire market.   Domestic OSP
    sales were 17.3% lower  than in 1996, reflecting,  in part, the completion
    in 1996  of supply  contracts with certain regional  Bell telephone  cable
    suppliers which  were not  repeated  in 1997  and reduced  copper  prices.
    First quarter 1997 communication wire operating margins declined  from the
    first quarter  1996 due to  the completion  of the above-noted OSP  supply
    contracts and competitive pricing pressures on high end premise wire.

     Automotive wire sales  in the first quarter 1997 were  below those in the
    comparable  period  in  1996  due  primarily  to  reduced  copper  prices.
    Automotive operating  margins improved  due to  the reduction of  overhead
    expenses.  The Company believes North American automotive and light  truck
    production for 1997 is expected to approximate 1996 levels.  


                                        13<PAGE>


     Industrial  wire sales in the first quarter  1997 were above those in the
    comparable  period in  1996 by  nearly 195%  due to  an increase  in sales
    volume  partially offset by the decline in copper prices.  The increase in
    sales  volume was primarily  due to incremental sales  attributable to the
    Triangle  acquisition.   Industrial wire  operating margins for  the first
    quarter 1997 deteriorated  from the comparable period  in 1996 due to  the
    addition of certain  Triangle selling and administrative  costs which have
    yet to be fully integrated within the combined operations.

     Other  sales  in the  first  quarter 1997  decreased from  the comparable
    period  in  1996.    Distribution  business  unit  sales  of  third  party
    manufactured products within  the motor repair segment decreased primarily
    due  to  weather   conditions  as  the  unusually  mild  winter   of  1996
    necessitated fewer repairs for motors, transformers and pumps in 1997.

     Cost  of goods sold for the first quarter  1997 was 27.9% higher than the
    same period in 1996 due primarily to higher sales volumes partially offset
    by lower copper prices.  The Company's  cost of goods sold as a percentage
    of net  sales was  83.9% and  80.6% in the  first quarter  1996 and  1997,
    respectively.    The  cost  of  goods  sold  percentage decrease  resulted
    primarily from  the impact  of improved building wire  product pricing  as
    well  as  lower  manufacturing  costs  attributable  to continued  capital
    investments and higher manufacturing volumes.

     Selling and administrative expenses for the first quarter 1997 were 31.2%
    above the comparable 1996 period,  due primarily to increased  commission,
    selling and  warehouse expenses associated  with the Triangle acquisition.
    Selling and administrative  expenses, as a percentage of sales,  were 9.0%
    in the first quarter of 1997, compared to 9.1% in the same period in 1996.

     Interest expense in the first quarter 1997 was 9.4%  higher than the same
    period in 1996 due primarily to incremental borrowings under the Company's
    revolving credit  facility to finance  the Triangle acquisition, partially
    offset by reduced interest rates.

     Income tax expense was 39.5%  of pretax income in the first  quarter 1997
    compared  with 43.8% for  the same period in  1996 due to  the increase in
    pretax income lessening the impact of the amortization of excess cost over
    net assets acquired which is not deductible for income tax purposes.

    Liquidity, Capital Resources and Financial Condition

     General

     The  Company's aggregate  notes payable  to banks  and long-term  debt at
    March 31, 1997 was $487.3 million, and its stockholder's equity was $170.4
    million. The resulting  ratio of debt to stockholder's equity  improved to
    2.9 to  1 from 3.1  to 1 at  December 31, 1996. As of March  31, 1997, the
    Company  was  in  compliance  with  all  covenants  under  the  agreements
    governing its outstanding  indebtedness. Liquidity  and capital  resources
    continue to be adequate. 

        Credit Facilities and Lines of Credit

     The  Company  maintains the  following  credit  facilities: (i) a  $370.0
    million revolving  credit agreement dated  as of October 31,  1996, by and
    among the Company, Essex International, the Lenders named therein, and The
    Chase  Manhattan  Bank, as  administrative  agent  (the  "Revolving Credit

                                        14<PAGE>


    Agreement") which was  amended and restated effective April 23,  1997 (the
    "Restated Credit  Agreement"); (ii) a  $25.0 million  agreement and lease,
    dated  as  of April 12,  1995,  by  and between  the  Company  and  Mellon
    Financial Services  Corporation #3  (the "Sale  and Leaseback Agreement");
    (iii) a $12.0 million (Canadian dollar) credit agreement by and between  a
    subsidiary  of the Company and  the Bank of Montreal (the "Canadian Credit
    Agreement"); and  (iv) bank lines  of credit  with  various lending  banks
    which provide for unsecured borrowings for  working capital of up to $35.0
    million. 

     The  Restated Credit  Agreement  provides for  up  to $370.0  million  in
    revolving loans, subject to  specified percentages of eligible  assets and
    reduced by outstanding borrowings under the Canadian Credit  Agreement and
    unsecured  bank lines of credit  ($5.4 million and  $1.7 million, at March
    31,  1997, respectively).   The Restated Credit Agreement  also provides a
    $25.0  million letter  of  credit subfacility  and  terminates October 31,
    2001.   Outstanding  borrowings bear  floating rates  of interest,  at the
    Company's  option,  at  bank  prime  plus  0.50%  or  a  reserve  adjusted
    Eurodollar rate ("LIBOR") plus 1.50%.  The prime based and LIBOR rates can
    be reduced by .375% to  .50% and .375% to 1.125%, respectively, if certain
    specified financial conditions are achieved.   The average commitment fees
    during the  revolving loan  period  are between  0.125% to  0.375% of  the
    average  daily unused portion  of the available credit  based upon certain
    financial ratios.   The  average  interest rate  on borrowings  under  the
    Revolving Credit  Agreement during  the first quarter of  1997 was  6.58%.
    Indebtedness  under the Restated Credit  Agreement is  guaranteed by Essex
    International and all  of the Company's subsidiaries, and is secured  by a
    pledge of the  capital stock of the Company and  its subsidiaries and by a
    first lien on  substantially all assets.   The Company's ability to borrow
    under the  Restated  Credit  Agreement  is  restricted  by  the  financial
    covenants  contained therein as well as  certain debt limitation covenants
    contained in the indenture under  which the 10% Senior Notes due 2003 (the
    "Senior Notes")  were issued (the "Senior  Note Indenture").  As  of March
    31, 1997, the Company had $82.0 million of undrawn capacity based upon the
    borrowing base  at the  time  of $319.1  million, reduced  by  outstanding
    borrowings under:   (i) the Revolving Credit  Agreement ($230.0  million),
    (ii) unsecured bank lines of credit ($1.7 million) and  (iii) the Canadian
    Credit Agreement ($5.4 million).

     The Sale and Leaseback Agreement  provided $25.0 million for the sale and
    leaseback of certain of the Company's  fixed assets.  The lease obligation
    has a  seven-year term expiring in  May 2002.  The  principal component of
    the  rental is paid  quarterly, with  the amount  of each of the  first 27
    payments equal to 2.5% of  lessor's cost of the equipment, and the balance
    due at the final  payment.  The interest component  is paid on the  unpaid
    principal balance  and is calculated by  lessor at LIBOR  plus 2.5%.   The
    effective interest  rate can  be reduced  by 0.25%  to 1.125%  if  certain
    specified financial conditions are achieved. 

     As  of March 31, 1997, $5.4  million (U.S. dollars) was outstanding under
    the Canadian Credit Agreement and denoted as notes payable to banks in the
    Company's  Consolidated  Balance  Sheets.  Borrowings  are  restricted  to
    meeting the working capital requirements of the subsidiary and are secured
    by the subsidiary's  accounts receivable.  The  Canadian Credit  Agreement
    bears interest  at rates  similar  to the  Restated Credit  Agreement  and
    terminates on  May 30, 1997,  although it may be  extended for  successive
    one-year periods upon the mutual consent of the subsidiary and the lending
    bank. 

                                        15<PAGE>


     The  Company  had $1.7  million  outstanding of  unsecured bank  lines of
    credit  as of March 31, 1997.   Such amount is denoted in notes payable to
    banks in the Company's Consolidated Balance Sheets.  These lines of credit
    bear interest at  rates subject to agreement  between the Company  and the
    lending banks.  At March 31, 1997, such rates of interest averaged 7.3%. 

     The $29.5 million outstanding  under the senior unsecured  note agreement
    as of April 23, 1997 was repaid in full with proceeds from the Offering. 

        Cash Flow and Working Capital

     In general, the Company requires  liquidity for working capital,  capital
    expenditures,  debt  repayments,   interest  and  taxes.    Of  particular
    significance  to the  Company are  its working capital  requirements which
    increase whenever it experiences strong incremental demand in its business
    or a significant  rise in  copper prices.  Historically,  the Company  has
    satisfied  its  liquidity  requirements  through  a  combination of  funds
    generated from  operating activities  together with  funds available under
    its  credit   facilities.    Based  upon  historical  experience  and  the
    availability of  funds under  its credit  facilities, the  Company expects
    that  its usual  sources of liquidity  will be sufficient to  enable it to
    meet its cash requirements for working capital, capital expenditures, debt
    repayments, interest and taxes for the reminder of 1997. 

     Operating  Activities.   Net cash  used for  operating activities  in the
    first  quarter 1997 was $20.6 million, compared to  $16.1 million in 1996.
    The increase  in cash  requirements  was primarily  the result  of  higher
    accounts receivable  and inventory associated with the Company's growth in
    building  wire and  magnet  wire  sales, partially  offset by  higher  net
    income.

     Investing  Activities.  Capital expenditures of $5.8 million in the first
    quarter 1997  were $1.3 million more  than the comparable period  in 1996.
    Capital  expenditures in 1997  are expected to be  approximately 40% above
    1996 and will be used for modernization projects to enhance efficiency, to
    support the newly acquired Triangle facilities and equipment and to expand
    capacity.  At March 31, 1997, approximately $10.6 million was committed to
    outside vendors  for capital expenditures.   The Restated Credit Agreement
    imposes  limitations on  capital  expenditures, business  acquisitions and
    investments.



















                                        16<PAGE>


     Considerations Relating to Holding's Cash Obligations

     Essex International is a holding company with no operations and virtually
    no assets other than its ownership of all of  the outstanding common stock
    of the Company.  All such stock is pledged,  however, to the lenders under
    the Restated Credit  Agreement. Accordingly, Essex International's ability
    to meet its cash obligations is dependent on the  Company's ability to pay
    dividends,  to loan,  or  otherwise  advance or  transfer funds  to  Essex
    International in amounts  sufficient to service Essex International's cash
    obligations.

     Essex  International expects that  it may  receive certain  cash payments
    from the Company from time  to time to the extent cash is available and to
    the  extent  it is  permitted  under  the terms  of  the  Restated  Credit
    Agreement and the Senior Note Indenture. Such payments may include  (i) an
    amount   necessary  under   the  tax   sharing  agreement   between  Essex
    International and  the Company  to enable Essex International  to pay  the
    Company's taxes as if computed on an unconsolidated basis; (ii) an  annual
    management  fee  to  an  affiliate   of  BHLP  of  up   to  $1.0  million;
    (iii) amounts necessary  to repurchase management  stockholders' shares of
    common stock  under certain  specified conditions;  and (iv) certain other
    amounts to meet ongoing expenses of Essex International (such amounts  are
    considered  to  be  immaterial  both  individually and  in  the aggregate,
    however, because  Essex International has no  operations, other than those
    conducted through the Company, or employees thereof). To the extent  Essex
    International makes any such payments, it will do so out of operating cash
    flow, borrowings under  the Restated Credit Agreement or other  sources of
    funds it  may obtain in  the future subject  to the terms  of the Restated
    Credit Agreement and the Senior Note Indenture. 

     Long-Term Liquidity Considerations

     The  Senior  Notes mature  in 2003  and  are expected  to be  replaced by
    similar  financing at  that  time. The  terms  of the  Sale  and Leaseback
    Agreement include a balloon  payment of $8.1 million  in 2002. The Company
    expects that its traditional sources of  liquidity will enable it  to meet
    its long-term cash requirements for working capital, capital expenditures,
    interest  and taxes, as well  as its debt repayment  obligations under the
    Sale and Leaseback Agreement. 

     The Company's operations involve the use, disposal and cleanup of certain
    substances regulated under  environmental protection laws. The Company has
    accrued $0.9 million  for environmental remediation and restoration costs.
    The accrual is based upon management's estimate of the Company's  exposure
    in light  of relevant available information including  the allocations and
    remedies set forth in applicable consent decrees, third-party estimates of
    remediation costs, the  estimated ability of other potentially responsible
    parties to pay their proportionate share of remediation costs, the  nature
    of  each site  and  the number  of participating  parties. Subject  to the
    difficulty in  estimating future environmental  costs, the Company expects
    that any sum it  may have to pay in connection with  environmental matters
    in excess of the amounts  recorded or disclosed, if  any, will not have  a
    material adverse effect on its  financial position, results of  operations
    or cash flows.

    General Economic Conditions and Inflation



                                        17<PAGE>


     Although net  sales are  heavily influenced by  the price of  copper, the
    Company's major raw material, the Company's profitability is generally not
    significantly  affected by changes  in copper  prices because  the Company
    generally has been able to pass on its cost of copper to its customers and
    the Company  attempts to  match its copper purchases  with its  production
    requirements, thereby  minimizing copper  cathode and  rod inventories. In
    the short  term, however,  pronounced changes in  the price  of copper may
    tend to affect gross profits within the building wire product line because
    such changes affect cost of goods sold more quickly than those changes can
    be reflected in the pricing of building wire products.

     The  Company believes that it is only affected by inflation to the extent
    that  the economy  in general is  affected. Should  inflationary pressures
    drive  costs  higher, the  Company  believes that  general industry  price
    increases  would  sustain operating  results,  although  there  can  be no
    assurance  that this will be  the case. In addition,  the Company believes
    that  its  sensitivity  to  downturns  in  its  primary  markets  is  less
    significant than it  might otherwise be due  to its diverse customer base,
    broad  product line and  its strategy  of attempting  to match  its copper
    purchases with its needs.

    Information Regarding Forward Looking Statements

     This report contains various  forward-looking statements and  information
    that are based on management's belief as  well as assumptions made by  and
    information  currently  available to  management.    Although  the Company
    believes  that   the  expectations   reflected  in   such  forward-looking
    statements are reasonable, it can give no assurance that such expectations
    will prove to  have been correct.  Such  statements are subject to certain
    risks, uncertainties and assumptions.   Should one or more  of these risks
    or uncertainties  materialize,  or  should  underlying  assumptions  prove
    incorrect, actual results may vary materially from those expected.   Among
    the  key factors that may have a direct bearing on the Company's operating
    results  are  fluctuations  in  the  economy,  demand  for  the  Company's
    products, the impact of price competition and fluctuations in the price of
    copper.

                           PART II.  OTHER INFORMATION


    Item 6.     Exhibits and Reports on Form 8-K

                (a)  Exhibits:

                     27.1  Financial Data Schedule.

                (b)  Reports on Form 8-K:

                     No Reports on Form 8-K were  filed by the Company  during
                     the quarter ended March 31, 1997.









                                        18<PAGE>


                                    SIGNATURE


     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 thereunto duly authorized.

                                          ESSEX GROUP, INC.
                                            (Registrant)




    May 12, 1997                          /s/ David A. Owen
                                          ---------------------------------
                                          David A. Owen
                                          Executive Vice President,
                                          Chief Financial Officer
                                          (Principal Financial Officer)








































                                        19<PAGE>