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 September 30, 1996
                                        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 September 30, 1996
    --------------                             ----------------------------
    $.01 Par Value                                        100<PAGE>


                                ESSEX GROUP, INC.

                                 FORM 10-Q INDEX

                  FOR QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996






                                                                      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
              Results of Operations and Financial Condition . . . . . . .   13

    Part II.  Other Information

    Item 6.   Exhibits and Reports on Form 8-K  . . . . . . . . . . . . .   19

    Signature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   20


























                                        2<PAGE>


                          PART I.  FINANCIAL INFORMATION

    Item 1.  Financial Statements

                                 ESSEX GROUP, INC.

                           CONSOLIDATED BALANCE SHEETS

    <TABLE>
    <CAPTION>
                                                               September 30,  December 31,
                                                                   1996           1995
    In Thousands of Dollars                                     (Unaudited)
    --------------------------------------------------------------------------------------

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

       Cash and cash equivalents  . . . . . . . . . . . . . .     $  3,874     $  3,157   
       Accounts receivable (net of allowance of
        $4,409 and $3,930)  . . . . . . . . . . . . . . . . .      169,302      154,584   
       Inventories  . . . . . . . . . . . . . . . . . . . . .      172,599      166,076   
       Other current assets . . . . . . . . . . . . . . . . .       17,210        8,988   
                                                                  --------     --------   

              Total current assets  . . . . . . . . . . . . .      362,985      332,805   


       Property, plant and equipment, (net of accumulated
        depreciation of $105,546 and $84,341) . . . . . . . .      264,542      270,546   
       Excess of cost over net assets acquired (net of
        accumulated amortization of $16,343 and $13,221)  . .      127,665      129,943   
       Other intangible assets and deferred costs (net of
         accumulated amortization of $4,846 and $3,102) . . .        7,443        9,187   
       Other assets . . . . . . . . . . . . . . . . . . . . .        3,525        1,987   
                                                                  --------     --------   

                                                                  $766,160     $744,468   
                                                                  ========     ========   


                        See Notes to Consolidated Financial Statements
















                                                 3<PAGE>


                                         ESSEX GROUP, INC.

                              CONSOLIDATED BALANCE SHEETS - Continued




                                                               September 30,  December 31,
                                                                   1996           1995
    In Thousands of Dollars, Except Per Share Data              (Unaudited)
    --------------------------------------------------------------------------------------


               LIABILITIES AND STOCKHOLDER'S EQUITY

    Current liabilities:
       Notes payable to banks . . . . . . . . . . . . . . . .     $ 10,536     $ 11,760   
       Current portion of long-term debt  . . . . . . . . . .       11,576       24,734   
       Accounts payable . . . . . . . . . . . . . . . . . . .       51,847       66,797   
       Accrued liabilities  . . . . . . . . . . . . . . . . .       54,927       45,864   

       Deferred income taxes  . . . . . . . . . . . . . . . .       16,377       15,345   
       Due to Holdings  . . . . . . . . . . . . . . . . . . .        3,365          384   
                                                                  --------     --------   

              Total current liabilities . . . . . . . . . . .      148,628      164,884   

       Long-term debt . . . . . . . . . . . . . . . . . . . .      401,334      388,016   

       Deferred income taxes  . . . . . . . . . . . . . . . .       63,114       66,809   
       Other long-term liabilities  . . . . . . . . . . . . .       12,812       10,081   

    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  . . . . . . . . . . . . . . . . . .       36,236       10,642   
                                                                  --------     --------   


              Total stockholder's equity  . . . . . . . . . .      140,272      114,678   
                                                                  --------     --------   

                                                                  $766,160     $744,468   
                                                                  ========     ========   
    </TABLE>


                           See Notes to Consolidated Financial Statements










                                                 4<PAGE>


                                           ESSEX GROUP, INC.

                                   CONSOLIDATED STATEMENTS OF INCOME
                                              (Unaudited)

    <TABLE>
    <CAPTION>
                                                     Three Month Period       Nine Month Period
                                                    Ended September 30,      Ended September 30,
                                                  ------------------------ -----------------------
    In Thousands of Dollars                           1996        1995         1996        1995
    ----------------------------------------------------------------------------------------------
    REVENUES:
      <S>                                                  <C>         <C>          <C>        <C>
      Net sales . . . . . . . . . . . . . . . . .    $328,777    $308,288      $974,720  $886,471 

      Interest income   . . . . . . . . . . . . .           7          10            55       390 
      Other income  . . . . . . . . . . . . . . .         305         (91)          870     1,238 
                                                     --------    --------      --------  -------- 
                                                              
                                                      329,089     308,207       975,645   888,099 
                                                     --------    --------      --------  -------- 
                                                                          
    COSTS AND EXPENSES:
      Cost of goods sold  . . . . . . . . . . . .     269,813     263,523       813,106   761,682 
      Selling and administrative  . . . . . . . .      28,881      21,892        86,331    65,175 
      Interest expense  . . . . . . . . . . . . .       9,555      10,284        29,879    24,466 

      Other expense . . . . . . . . . . . . . . .         819       1,991         1,235     2,551 
                                                     --------    --------      --------  -------- 

                                                      309,068     297,690       930,551   853,874 
                                                     --------    --------      --------  -------- 

    Income before income taxes and
     extraordinary charge . . . . . . . . . . . .      20,021      10,517        45,094    34,225 
    Provision for income taxes  . . . . . . . . .       8,500       4,400        19,500    14,880 
                                                     --------    --------      --------  -------- 
                                                              
    Income before extraordinary charge  . . . . .      11,521       6,117        25,594    19,345 

    Extraordinary charge - repurchase of debt,
     net of income tax benefit  . . . . . . . . .           -           -             -     2,971 
                                                     --------    --------      --------  -------- 

    Net income  . . . . . . . . . . . . . . . . .    $ 11,521    $  6,117      $ 25,594  $ 16,374 
                                                     ========    ========      ========  ======== 
    </TABLE>

                            See Notes to Consolidated Financial Statements









                                                   5<PAGE>


                                           ESSEX GROUP, INC.

                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                              (Unaudited)


    <TABLE>
    <CAPTION>
                                                              Nine Month Period
                                                              Ended September 30,
                                                           ------------------------
    In Thousands of Dollars                                    1996         1995
    -------------------------------------------------------------------------------
    OPERATING ACTIVITIES
    <S>                                                            <C>           <C>
    Net income  . . . . . . . . . . . . . . . . . . . .       $25,594      $ 16,374 
    Adjustments to reconcile net income to cash
     provided by operating activities:
      Depreciation and amortization . . . . . . . . . . .      25,489        24,493 
      Non cash interest expense . . . . . . . . . . . . .       1,585         1,501 
      Non cash pension expense  . . . . . . . . . . . . .       2,170         1,710 
      Loss on debt retirement . . . . . . . . . . . . . .           -         4,951 
      Provision for losses on accounts receivable . . . .         958           372 
      Benefit for deferred income taxes . . . . . . . . .      (2,664)         (337)
      Loss on disposal of property, plant and equipment         1,045         2,093 
      Changes in operating assets and liabilities:
       Increase in accounts receivable  . . . . . . . . .     (15,572)      (25,878)
       (Increase) decrease in inventories . . . . . . . .      (1,813)       14,354 
       Increase (decrease) in accounts payable and
        accrued liabilities . . . . . . . . . . . . . . .      (5,349)       21,046 
       Net (increase) decrease in other assets and
        liabilities . . . . . . . . . . . . . . . . . . .      (9,377)       10,591 
       Increase (decrease) in due to Holdings   . . . . .       2,980       (33,128)
                                                             --------      -------- 

    NET CASH PROVIDED BY OPERATING ACTIVITIES . . . . . .      25,046        38,142 
                                                             --------      -------- 
                                                                                    
    INVESTING ACTIVITIES
     Additions to property, plant and equipment . . . . .     (15,677)      (18,069)
     Proceeds from disposal of property, plant
      and equipment . . . . . . . . . . . . . . . . . . .         405         1,151 
     Acquisitions and other investments . . . . . . . . .      (7,993)      (25,392)
     Issuance of equity interest in a subsidiary  . . . .           -         1,063 
                                                             --------      -------- 

    NET CASH USED FOR INVESTING ACTIVITIES  . . . . . . .     (23,265)      (41,247)
                                                             --------      -------- 

                     See Notes to Consolidated Financial Statements









                                           6<PAGE>


                                   ESSEX GROUP, INC.

                   CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
                                      (Unaudited)

                                                              Nine Month Period
                                                              Ended September 30,
                                                           ------------------------
    In Thousands of Dollars                                    1996         1995
    -------------------------------------------------------------------------------
    FINANCING ACTIVITIES
     Proceeds from long-term debt . . . . . . . . . . . .     110,800       374,040 
     Repayment of long-term debt  . . . . . . . . . . . .    (110,640)     (157,665)
     Proceeds from notes payable to banks . . . . . . . .     390,259        72,345 
     Repayment of notes payable to banks  . . . . . . . .    (391,483)      (56,945)
     Dividend paid to Holdings  . . . . . . . . . . . . .           -      (238,748)
     Debt issuance costs  . . . . . . . . . . . . . . . .           -        (4,437)
                                                             --------      -------- 

     NET CASH USED FOR FINANCING ACTIVITIES . . . . . . .      (1,064)      (11,410)
                                                             --------      -------- 

    NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS          717       (14,515)

    Cash and cash equivalents at beginning of period  . .       3,157        16,894 
                                                             --------      -------- 
                                                                                    
    Cash and cash equivalents at end of period  . . . . .     $ 3,874      $  2,379 
                                                             ========      ======== 
    </TABLE>


                     See Notes to Consolidated Financial Statements


























                                        7<PAGE>


                                ESSEX GROUP, INC.

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

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

    NOTE 1  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 Essex Group, Inc. (the "Company"),  necessary
    to present fairly the consolidated financial position of the Company as of
    September 30,  1996, and  the consolidated results of  operations for  the
    three month  and nine  month periods  ended September 30,  1996 and  1995,
    respectively, and  cash flows of  the Company  for the nine month  periods
    ended  September 30, 1996  and 1995, 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, as amended,
    filed with  the Securities  and  Exchange Commission  for the  year  ended
    December 31, 1995.

    NOTE 2  INVENTORIES

     The components of inventories are as follows:

    <TABLE>
    <CAPTION>

                                               September 30,    December 31,
                                                    1996            1995
                                               -------------    -------------
    <S>                                                    <C>             <C>
    Finished goods  . . . . . . . . . . . . .    $128,006          $146,821   
    Raw materials and work in process . . . .      43,955            52,366   
                                                 --------          --------   
                                                  171,961           199,187   
    LIFO reserve  . . . . . . . . . . . . . .         638           (33,111)  
                                                 --------          --------   
                                                 $172,599          $166,076   
                                                 ========          ========   
    </TABLE>

     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  $166,519  and  $161,449  at
    September 30, 1996 and December 31, 1995, respectively.







                                        8<PAGE>


                                ESSEX GROUP, INC.

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-Continued
                                   (Unaudited)

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

    NOTE 3  LONG-TERM DEBT

     Long-term debt consists of the following:

    <TABLE>
    <CAPTION>
                                               September 30,    December 31,
                                                   1996             1995
                                               -------------    -------------
    <S>                                                    <C>             <C>
    10% Senior notes  . . . . . . . . . . .           $200,000        $200,000
    Revolving loan  . . . . . . . . . . . .            157,000         135,000
    Term loan . . . . . . . . . . . . . . .             34,035          54,000
    Lease obligation  . . . . . . . . . . .             21,875          23,750
                                                      --------        --------
                                                       412,910         412,750
    Less: current portion . . . . . . . . .             11,576          24,734
                                                      --------        --------
                                                      $401,334        $388,016
                                                      ========        ========
    </TABLE>

    Bank Financing

     In  April 1995, in  connection with the redemption  (the "Redemption") by
    BCP/Essex Holdings Inc.  ("Holdings"), holding company of  the Company, of
    all  of its  outstanding  16%  Senior Discount  Debentures due  2004  (the
    "Holdings  Debentures"),  the  Company   terminated  its  previous  credit
    agreement  (the  "Former  Credit Agreement")  and  entered into  three new
    facilities:  (i) a $260,000 revolving credit agreement, dated as of  April
    12,  1995, by and among  the Company, Holdings, the Lenders named therein,
    and Chemical  Bank, as  agent (the "Revolving Credit  Agreement"); (ii)  a
    $60,000 senior unsecured note  agreement, dated as  of April 12, 1995,  by
    and among the Company, Holdings, as guarantor, the Lenders named  therein,
    and Chemical Bank, as administrative agent (the "Term Loan", together with
    the Revolving  Credit Agreement,  the "Credit  Facilities"); and  (iii)  a
    $25,000 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").  The  Company recognized an extraordinary charge of
    $2,971, net of applicable tax benefit ($1,980), in the second quarter 1995
    for the write-off of unamortized deferred debt expense in connection  with
    the termination of its Former Credit Agreement.

     On May 12, 1995, the Company borrowed the full amount available under the
    Term Loan  and the Sale and  Leaseback Agreement.   These funds,  together
    with available  cash and borrowings under the  Revolving Credit Agreement,
    were  paid to  Holdings in  the form  of a  cash  dividend ($238,748)  and
    repayment of  a portion  of an  intercompany liability  ($34,102) totaling
    $272,850.  Holdings  applied such funds  to redeem all of  its outstanding
    Holdings Debentures at 100% of their  principal amount of $272,850  on May

                                        9<PAGE>


                                ESSEX GROUP, INC.

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-Continued
                                   (Unaudited)

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

    15, 1995.  

     The Revolving Credit  Agreement provides for up to $260,000  in revolving
    loans,  subject to specified  percentages of  eligible assets,  reduced by
    outstanding borrowings  under the Company's  Canadian credit agreement and
    unsecured  bank  lines  of  credit  ($4,476 and  $6,060,  respectively, at
    September 30, 1996),  as described below.  The Revolving  Credit Agreement
    also provides  a $25,000  letter  of credit  subfacility.   The  Company's
    ability  to borrow under  the Revolving Credit Agreement  is restricted by
    the  financial covenants contained  therein as well as  those contained in
    the Term Loan and  to 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").  The Revolving Credit Agreement
    terminates  five  years  from  its  effective  date  of  April  12,  1995.
    Revolving Credit Agreement  loans bear floating rates of interest,  at the
    Company's  option,  at  bank  prime  plus  1.25%  or  a  reserve  adjusted
    Eurodollar  rate (LIBOR) plus 2.25%.   The effective  interest rate can be
    reduced by  0.25% to  1.25%,  in 0.25%  increments, if  certain  specified
    financial conditions  are achieved.  Commitment fees  during the revolving
    loan period  are .375% or .5%  of the average daily  unused portion of the
    available  credit  based  upon  certain  specified  financial  conditions.
    Indebtedness  under  the  Revolving  Credit  Agreement  is  guaranteed  by
    Holdings 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.  See Note 5 for further information.

     The Term  Loan provides for  an aggregate of  $60,000 in  term loans, the
    last payment of which is due in May 2000.  Borrowings under the  Term Loan
    bear floating  rates of interest at  bank prime plus  2.75% or  LIBOR plus
    3.75%.   Principal payments on  the term  loans will  be made in 20  equal
    quarterly  installments,  subject to  the  loan's  excess  cash provision,
    commencing August 15, 1995.  The Term Loan requires 50% of excess cash, as
    defined, to be applied  against the  outstanding term loan  balance.   The
    excess cash calculation for the year ended December  31, 1995 required the
    Company to repay $12,427 of the term loan.  Such payment was made in March
    1996.   After the 1996 excess  cash repayment, principal payments  will be
    made in  17 equal quarterly  installments of $2,269.   Amounts repaid with
    respect to the excess cash provision may not be reborrowed.

     The  Sale and  Leaseback  Agreement provides  $25,000  for the  sale  and
    leaseback  of  certain  of  the  Company's  fixed assets.    The  Sale and
    Leaseback  Agreement has  a seven-year  term  expiring in  May 2002.   The
    principal component of the rental is to be paid quarterly, with the amount
    of each of the first  27 payments to be equal to  2.5% of lessor's cost of
    the equipment,  and the balance  due at  the final payment.   The interest
    component is  to be  paid on  the unpaid  principal balance  and is  to be
    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.


                                        10<PAGE>


                                ESSEX GROUP, INC.

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-Continued
                                   (Unaudited)

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

     On  May 30,  1996, a  subsidiary of  the Company  entered into  a $12,000
    (Canadian dollar)  credit agreement  by and between the  subsidiary and  a
    Canadian chartered bank (the "Canadian Credit Agreement").  Borrowings are
    restricted to meeting the  working capital requirements of  the subsidiary
    and are secured by the  subsidiary's accounts receivable.  As of September
    30, 1996, $4,476  was outstanding under the Canadian Credit  Agreement and
    denoted as notes payable to banks in the Consolidated Balance Sheets.  The
    Canadian Credit Agreement bears interest at rates similar to the Revolving
    Credit Agreement and  terminates one year from  its effective date of  May
    30, 1996, although it may be extended for successive one year periods upon
    the mutual consent of the subsidiary and lending bank.

     In addition, the Company also has uncommitted bank lines of credit  which
    provide  for unsecured borrowings for working capital of up to $25,000, of
    which  $6,060 and  $11,760  were  outstanding at  September 30,  1996  and
    December 31, 1995, respectively.  Amounts outstanding under these lines of
    credit are  also denoted as  notes payable  to banks  in the  Consolidated
    Balance Sheets and bear interest at rates subject to agreement between the
    Company  and the  lending banks.   At September 30, 1996  and December 31,
    1995, such rates of interest averaged 6.7%.

     The  Company has purchased  interest rate cap protection  through May 15,
    1997 with respect to $150,000  of debt with a strike rate  of 10.0% (three
    month LIBOR).



























                                        11<PAGE>


                                ESSEX GROUP, INC.

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-Continued
                                   (Unaudited)

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

    Senior Notes

     In  May 1993, the  Company issued $200,000 aggregate  principal amount of
    its  Senior  Notes   which  bear  interest  at  10%  per   annum,  payable
    semiannually and are due in May 2003.  The Senior Notes rank pari passu in
    right of  payment with all other  senior indebtedness of  the Company.  To
    the extent that any other senior indebtedness of the Company is secured by
    liens on  the assets of the  Company, the holders  of such  secured senior
    indebtedness will have  a claim prior to  any claim of the holders  of the
    Senior Notes as to those assets.

    NOTE 4  CONTINGENT  LIABILITIES

     There  are various  environmental  claims and  legal  proceedings pending
    against the  Company which have arisen  out of the  ordinary course of its
    business.  Pursuant to the February 29, 1988 acquisition of the Company by
    Holdings  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 during the current quarter, in the opinion
    of  management,  the  ultimate  cost  to the  Company,  exceeding  amounts
    provided, will  not materially affect  the consolidated financial position
    or results of operations.

    NOTE 5  SUBSEQUENT EVENTS

     On October 31, 1996, the Company acquired substantially all of the assets
    of  Triangle Wire and  Cable, Inc. of Lincoln,  Rhode Island ("Triangle"),
    related  to  the  sales,  marketing,  manufacturing  and  distribution  of
    electrical wire  and cable and the  assets of its Canadian  affiliate, FLI
    Royal  Wire  and  Cable.    The  acquisition  included four  manufacturing
    facilities which produce a broad range of building and industrial wire and
    cable.    The  total  purchase  price  for  the  net  assets  of  Triangle

                                        12<PAGE>


                                ESSEX GROUP, INC.

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-Continued
                                   (Unaudited)

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

    approximated $75,000, subject to post closing adjustment.  The acquisition
    was  financed from  proceeds  received under  the Company's  new revolving
    credit agreement as detailed in the following paragraph.

     In connection  with the Triangle acquisition, the  Company terminated the
    Revolving  Credit  Agreement  and  entered into  a  new  revolving  credit
    agreement, dated  as  of  October 31,  1996,  by and  among  the  Company,
    Holdings,  the Lenders  named therein,  and The  Chase Manhattan  Bank, as
    administrative agent  (the "New  Revolving Credit  Agreement").   The  New
    Revolving Credit Agreement provides for up to $370,000 in revolving  loans
    and bears terms  and conditions similar to the terminated  Essex Revolving
    Credit Agreement.   The Company will recognize an extraordinary  charge of
    approximately $1,183 ($1,971 before applicable income  tax benefit) in the
    fourth quarter 1996 for the write-off of unamortized deferred debt expense
    associated with the termination of the Revolving Credit Agreement.




































                                        13<PAGE>


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

    Introduction

     Essex  Group, Inc. (the "Company"), founded in Detroit, Michigan in 1930,
    is engaged in one principal line of business, the development,  production
    and  marketing  of electrical  wire and  cable  and  electrical insulation
    products.  Among the Company's products are building wire for  residential
    and  commercial applications;  magnet wire  for  electromechanical devices
    such  as motors,  transformers  and  electrical controls;  voice  and data
    communication wire;  automotive wire  and specialty  wiring assemblies for
    automobiles and  trucks; industrial  wire for  applications in appliances,
    construction and  recreational vehicles and insulation  products including
    mica paper and mica-based composites.  

     In October  1992, MS/Essex Holdings  Inc. ("Holdings") was  acquired (the
    "Acquisition") by  merger (the  "Merger") of B  E Acquisition  Corporation
    ("BE") with  and into  Holdings  with Holdings  surviving under  the  name
    BCP/Essex Holdings Inc.  ("Holdings").  BE was a newly  organized Delaware
    corporation  formed   for  the  purpose   of  effecting  the  Acquisition.
    Shareholders  of BE  included Bessemer  Holdings, L.P.  (an affiliate  and
    successor  in  interest   to  Bessemer  Capital  Partners,  L.P.  ["BCP"])
    ("BHLP"), affiliates of Goldman, Sachs & Co. ("Goldman Sachs"), affiliates
    of Donaldson,  Lufkin & Jenrette  Securities Corporation ("DLJ"), Chemical
    Equity Associates, A California Limited Partnership ("CEA") and members of
    management.   As a  result of  the Merger, the stockholders  of BE  became
    stockholders of Holdings.  Holdings is the holding company of the Company.
    The principal asset of Holdings is all the outstanding common stock of the
    Company.     Holdings  acquired  the   Company  from  United  Technologies
    Corporation ("UTC") in February 1988.
    Results of Operations

    Three Month Period Ended September 30, 1996

     Net sales for the third  quarter 1996 were $328.8 million or  6.6% higher
    than  the comparable  period  in 1995,  resulting primarily  from improved
    sales  volumes  and  increased  sales  attributable  to  the  distribution
    operations acquired in September  1995, partially  offset by lower  copper
    prices,  the Company's principal  raw material.  During  the third quarter
    1996, the average price of copper on the New York Commodity Exchange, Inc.
    ("COMEX")  was 33.0%  lower than the  comparable period  in 1995.   Copper
    costs are generally passed on to customers through product pricing.  Third
    quarter  1996  sales  volumes  were  at  record  levels  with  respect  to
    historical  third quarter  operating  performance and  exceeded  the third
    quarter 1995 by 16.5%.   Sales volumes improved due primarily to increased
    demand for the Company's building wire and magnet wire products.  Building
    wire sales for the  third quarter 1996 increased as compared to  the third
    quarter 1995  due primarily  to higher  sales volumes and  an increase  in
    product pricing  (without  regard to  copper costs),  partially offset  by
    decreased copper  prices.   Although  the building  wire market  has  been
    experiencing very competitive  conditions due primarily to excess industry
    capacity, product  pricing improved  during the third quarter  1996.   The
    Company  believes this  improvement to  be the result  of higher  end user
    demand coupled  with low  distributor inventories.  Sales  of magnet  wire
    during the third quarter 1996 improved from the comparable 1995 period due
    to  improved sales volumes  partially offset  by declining  copper prices.
    Improved sales  volumes were attributable to  increased demand  for magnet

                                        14<PAGE>


    wire in the transformer market as well as increased sales to distributors.
    Voice  and  data  communication  wire  sales for  the  third  quarter 1996
    declined  from the comparable period  in 1995 due  to lower copper prices,
    decreased sales  to regional Bell operating  companies and  reduced export
    sales.   Continued strong  growth  in premise  wire sales,  however,  have
    partially  offset those  unfavorable  sales conditions.    Automotive wire
    sales in the third quarter 1996 were below the  comparable 1995 period due
    primarily  to  the  decline  in  copper  prices  as  sales  volumes   were
    essentially unchanged.

     Cost of goods sold  for the third quarter 1996  was 2.4% higher than  the
    same period  in 1995 due  primarily to higher sales  volumes and increased
    sales attributable  to the  distribution operations  acquired in September
    1995, partially  offset by lower  copper prices.   The  Company's cost  of
    goods sold as  a percentage of net sales was 82.1% and  85.5% in the third
    quarter  1996 and 1995, respectively.   The cost of  goods sold percentage
    decrease  resulted  primarily from  the sharp  decline  in  copper prices,
    improved building wire product prices (without regard to copper costs),  a
    change in product mix associated with the distribution operations acquired
    in September 1995 and higher manufacturing volumes.

     Selling and administrative expenses for the third quarter 1996 were 31.9%
    above the  comparable  1995 period,  due primarily  to increased  overhead
    expenses  related to  the  distribution operations  acquired  in September
    1995.  
     Interest expense in  the third quarter 1996  was $0.7 million lower  than
    the same period in 1995 due primarily to lower interest rates.

     Income tax expense  was 42.5% of pretax income in  the third quarter 1996
    compared with 41.8% for the same period in 1995.  The effective income tax
    rate of the Company is higher than  the approximate statutory rate of  40%
    due to the effect  of the amortization of excess  of cost over net  assets
    acquired which is not deductible for income tax purposes.

    Nine Month Period Ended September 30, 1996

     Net sales for the first nine months of 1996 were $974.7 million  or 10.0%
    higher  than  the comparable  period  in  1995,  resulting  primarily from
    improved   sales  volumes   and  increased   sales  attributable   to  the
    distribution operations  acquired in  September 1995,  partially offset by
    lower copper  prices, the  Company's principal raw material.   During  the
    first  nine months  of 1996, the  average COMEX price of  copper was 20.2%
    lower  than the  comparable period  in 1995.   Copper costs  are generally
    passed  on to customers  through product  pricing.  Sales volumes  for the
    first nine months of 1996 were at record levels with respect to historical
    first nine months operating  performance and exceeded the comparable  1995
    period by 13.4%.  Improved sales volumes resulted primarily from increased
    demand for the Company's building wire and magnet wire products.  Building
    wire sales for the first nine  months of 1996 increased as compared to the
    first nine months  of 1995 due primarily to  an increase in sales volumes,
    partially offset by declining copper prices.  Building wire market  demand
    has exhibited continued growth  during 1996  on the strength  of new  non-
    residential  construction  and  sustained  expansion  of  the  repair  and
    remodeling segment  of the  market.  The Company  believes this  continued
    growth in demand coupled  with low distributor inventories, has led to  an
    improvement in the depressed market conditions of the most recent quarters
    resulting in improved product pricing  during the third quarter 1996.  The
    Company  cannot, however,  provide assurances  that such  favorable market

                                        15<PAGE>


    conditions will continue into 1997.  Sales of magnet wire during the first
    nine months  of 1996  improved  from the  comparable  1995 period  due  to
    improved  sales  volumes  partially  offset  by  declining copper  prices.
    Improved sales  volumes were attributable to  increased demand  for magnet
    wire  in the electric motor  and transformer markets as  well as increased
    sales to distributors.  Communication wire sales for the first nine months
    of 1996  are below the  comparable period in  1995 due to  the decrease in
    copper  prices partially  offset  by improved  product  pricing, increased
    domestic sales volume and sales of premise wire products, which are up 18%
    as compared  to year-to-date 1995,  reflecting continued strong growth  in
    this segment of the  communication wire market.  Automotive wire sales  in
    the first nine months of 1996 were below the comparable 1995 period due to
    the decrease in copper prices partially offset by improved sales volumes.

     Cost of goods sold for the first nine months of 1996 was 6.8% higher than
    the  same  period  in  1995  due  primarily to  higher  sales  volumes and
    increased sales  attributable to  the distribution  operations acquired in
    September  1995, partially offset  by lower copper prices.   The Company's
    cost of goods sold as a percentage of net sales was 83.4% and 85.9% in the
    first nine months of 1996  and 1995, respectively.  The cost of goods sold
    percentage decrease resulted primarily  from the marked decline  in copper
    costs, improved building  wire and communications product pricing (without
    regard  to copper  costs), a  change in  product  mix associated  with the
    distribution  operations   acquired   in   September   1995   and   higher
    manufacturing volumes.


































                                        16<PAGE>


     Selling and  administrative expenses for  the first nine  months of  1996
    were  32.5% above the  comparable 1995 period, due  primarily to increased
    overhead expenses attributable  to the distribution operations acquired in
    September 1995.  

     Interest expense in the first nine months of 1996 was $5.4 million higher
    than the same period  in 1995 due primarily to additional borrowings under
    the Company's new credit facilities to effect the May 1995 redemption (the
    "Redemption") of  all of Holdings'  outstanding Senior Discount Debentures
    due 2004  (the  "Debentures").    See  "Liquidity, Capital  Resources  and
    Financial Condition" under this caption.

     Income tax expense was 43.2% of pretax income in the first nine months of
    1996  compared with  43.5% for  the same  period in  1995.   The effective
    income tax rate  of the Company is  higher than the  approximate statutory
    rate  of 40% due to the effect  of the amortization of excess of cost over
    net assets acquired which is not deductible for income tax purposes.

     The  Company recorded  net income  of $25.6  million for  the  first nine
    months of 1996 compared to  net income of $16.4 million for the comparable
    period last  year.   The 1995 results include  an extraordinary  charge of
    $3.0 million ($5.0  million before applicable tax benefit) for  the write-
    off  of unamortized  deferred debt  expense associated with  the Company s
    former revolving credit agreement.   The former revolving credit agreement
    was terminated in connection with the Redemption of Holding's Debentures.

    Liquidity, Capital Resources and Financial Condition

     The  Company's  financial  position  at  September 30,  1996  was  highly
    leveraged.  The Company's aggregate notes payable to banks plus  long-term
    debt totalled  $423.4  million and  its stockholder's  equity  was  $140.3
    million.    The  Company's  ratio of  debt  to  stockholder's  equity  was
    approximately  3.0 to 1 at September 30, 1996 and 3.7 to 1 at December 31,
    1995.

     In general, the  Company requires liquidity for working  capital, capital
    expenditures,  debt  repayments,   interest  and  taxes.    Of  particular
    significance  to the  Company is  its  working capital  requirements which
    increase whenever it experiences strong incremental demand in its business
    and/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 remainder of 1996 and for 1997.  As
    of September 30,  1996, the Company was  in compliance with  all covenants
    under the agreements governing its outstanding indebtedness.

     In April  1995, in  connection with  the Redemption  of all  of Holdings'
    outstanding Debentures at  their principal  amount of $272.9  million, the
    Company  terminated  its previous  credit  agreement  (the  "Former Credit
    Agreement") and  entered into three new facilities:  (i)  a $260.0 million
    revolving  credit agreement, dated as of  April 12, 1995 by  and among the
    Company, Holdings, the  lenders named therein and Chemical Bank,  as agent
    (the "Revolving Credit Agreement"); (ii) a  $60.0 million senior unsecured
    note  agreement, dated  as of  April 12,  1995 by  and among  the Company,

                                        17<PAGE>


    Holdings,  as guarantor, the  lenders named therein and  Chemical Bank, as
    administrative agent (the "Term  Loan", together with the Revolving Credit
    Agreement, the "Credit Facilities");  and (iii) 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").
    The  Company  recognized an  extraordinary  charge  of  approximately $3.0
    million, net of applicable tax benefit, in the second quarter 1995 for the
    write-off of  unamortized deferred  debt expense  in connection  with  the
    termination of its Former Credit Agreement.

     On May 12, 1995 the Company borrowed the full amounts available under the
    Term Loan  and Sale and  Leaseback Agreement.  These  funds, together with
    available  cash and borrowings under the  Revolving Credit Agreement, were
    paid  to Holdings  in the  form of  a cash  dividend ($238.8  million) and
    repayment  of  a portion  of  an  intercompany  liability  ($34.1 million)
    totaling  $272.9 million.    Holdings  applied such  funds to  effect  the
    redemption of  its Debentures, at 100% of their principal amount of $272.9
    million, on May 15, 1995.

     On October 31, 1996, the Company acquired substantially all of the assets
    of Triangle Wire and Cable, Inc. of Lincoln, Rhode Island ("Triangle") and
    the  assets of  its Canadian  affiliate, FLI  Royal Wire  and Cable.   See
    "Subsequent  Event"  under  this  caption for  further  information.    In
    connection  with  the Triangle  acquisition,  the  Company  terminated the
    revolving  credit  agreement  and  entered  into  a  new  revolving credit
    agreement, dated  as  of  October 31,  1996,  by and  among  the  Company,
    Holdings,  the Lenders  named therein,  and The  Chase Manhattan  Bank, as
    administrative  agent (the  "New  Revolving Credit  Agreement").   The New
    Revolving Credit Agreement provides for up to $370.0 million in  revolving
    loans,  subject to  specified percentages  of eligible  assets  reduced by
    outstanding borrowings  under the  Company's Canadian  credit facility and
    unsecured bank  lines of credit.  The New Revolving  Credit Agreement also
    provides  a $25.0  million letter  of credit  subfacility.   The Company's
    ability to borrow  under the New Revolving Credit Agreement  is restricted
    by the financial covenants contained therein as well as those contained in
    the Term Loan (together with the New  Revolving Credit Agreement, the "New
    Credit  Facilities") and  by  debt limitation  covenants contained  in the
    indenture under which  the 10% Senior Notes due 2003 (the  "Senior Notes")
    were issued  (the "Senior  Note  Indenture").   The New  Revolving  Credit
    Agreement terminates  five years  from its effective date  of October  31,
    1996.  The New  Revolving Credit  Agreement loans bear  floating rates  of
    interest, at the Company's  option, at bank prime plus 1.25% or  a reserve
    adjusted Eurodollar rate (LIBOR) plus 2.25%.  The effective interest  rate
    can be  reduced  by  0.25%  to  1.50%,  in 0.25%  increments,  if  certain
    specified financial  conditions are  achieved. Commitment  fees during the
    revolving loan period are .25%, .375% or  .5% of the average daily  unused
    portion of  the available  credit based  upon certain  specified financial
    conditions.   Holdings is  a party  to the New Credit  Facilities and  has
    guaranteed  the  Company's  obligations  under  the  New Revolving  Credit
    Agreement.  Holdings has secured its obligations pursuant to the guarantee
    of  the  New  Revolving  Credit  Agreement  by a  pledge  of  all  of  the
    outstanding stock of the Company to the lending banks.

     The  Term Loan provides for an aggregate $60.0 million in term loans, and
    is to be repaid in 20 equal quarterly installments,  subject to the loan's
    excess cash provision, beginning  August 15, 1995 and ending May 15, 2000.
    The Term Loan bears floating rates of interest at bank prime plus 2.75% or
    LIBOR plus 3.75%.  The Term Loan requires 50% of excess cash,  as defined,

                                        18<PAGE>


    to be applied against the outstanding term loan balance.   The excess cash
    calculation for the year  ended December 31, 1995  required the Company to
    repay  $12.4 million  of the term loan.   Such  payment was made  in March
    1996.   After the  1996  excess cash  repayment, the  remaining  principal
    payments will be made in 17 equal quarterly installments of $2.3  million.
    Amounts  repaid  with respect  to  the excess  cash  provision may  not be
    reborrowed.  

     The Sale and Leaseback Agreement provides $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.

     On May 30, 1996, a subsidiary of the Company entered into a $12.0 million
    (Canadian dollar)  credit agreement  by and between the  subsidiary and  a
    Canadian chartered bank (the "Canadian Credit Agreement").  Borrowings are
    restricted  to meeting the working capital  requirements of the subsidiary
    and are secured by  the subsidiary's accounts receivable.  As of September
    30, 1996, $4.5 million was outstanding under the Canadian Credit Agreement
    and denoted as notes payable to banks  in the Consolidated Balance Sheets.
    The  Canadian Credit Agreement bears interest at rates  similar to the New
    Revolving Credit Agreement and terminates one year from its effective date
    of  May 30,  1996, although  it may  be extended  for successive  one year
    periods upon the mutual consent of the subsidiary and lending bank.

     The  Company also has uncommitted bank lines  of credit which provide for
    unsecured borrowings  for working capital of up to $25.0  million of which
    $6.0  million was outstanding  at September  30, 1996 and also  denoted as
    notes payable to banks in the Consolidated Balance Sheets.  These lines of
    credit bear interest at rates subject to agreement between the Company and
    the lending banks.  At September 30, 1996, such rates of interest averaged
    6.7%.

     The  Company has purchased  interest rate cap protection  through May 15,
    1997  with respect to $150.0  million of debt with a  strike rate of 10.0%
    (three month LIBOR).

     The New Revolving Credit  Agreement restricts incurrence of indebtedness,
    liens, guarantees, mergers, sales of assets, lease obligations, payment of
    dividends,  capital  expenditures  and   investments  and,  with   certain
    exceptions, limits prepayment of indebtedness, including the Senior Notes.
    Transactions  with  affiliates  are  also  restricted  subject to  certain
    exceptions.  The  Term Loan and the  Senior Note Indenture  prohibit, with
    certain  exceptions,  the  incurrence  by  the  Company  of   any  secured
    indebtedness unless such indebtedness is equally and ratably secured.  The
    failure  by Holdings  or the Company  to comply with any  of the foregoing
    covenants,  if such failure is not  timely cured or waived,  could lead to
    acceleration of the indebtedness covered  by the applicable agreement  and
    to  cross-defaults and  cross-acceleration  of other  indebtedness  of the
    Company.

     Net  cash provided  by operating  activities of  the Company  through the
    first  nine months of 1996  was $25.0  million, compared to  $38.1 million

                                        19<PAGE>


    during the same period in 1995.  The decrease in cash provided was  due to
    a  reduction  in  accounts  payable  and  accrued  liabilities,  increased
    inventory levels to accommodate  higher sales volumes, and  the collection
    in 1995 of a miscellaneous receivable.  Partially offsetting the  decrease
    in cash  provided by  operating activities  was the 1995  repayment of  an
    intercompany  liability  with Holdings  in  the  amount  of  $34.1 million
    coupled with  reduced growth  in  accounts  receivable attributable  to  a
    marked decline in copper prices.

     Capital  expenditures of $15.7  million in the first  nine months of 1996
    were  $2.4 million  less  than the  comparable  period in  1995.   Capital
    expenditures  for the  remainder of  1996 and  for 1997  will be  used for
    modernization projects, to  enhance efficiency, expand capacity and ensure
    continued compliance with regulatory requirements.  At September 30, 1996,
    approximately $5.4  million was  committed to outside  vendors for capital
    expenditures.   On  March  25,  1996, the  Company acquired  the  Canadian
    building wire operations of BICC Phillips, Inc.  The acquisition consisted
    primarily  of  inventory  and  equipment and  was  financed from  proceeds
    received  under the  Company's  Revolving Credit  Agreement.   Future cash
    requirements  of this  and  the  Triangle operations  are expected  to  be
    satisfied  through  the  Company's  traditional  sources  of liquidity  as
    previously discussed.

     Regarding  long-term liquidity  issues, future  capital expenditures  are
    anticipated to  be at  recent  historical levels  while 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  both the Term Loan
    and the Sale and Leaseback Agreement.

     The  Company's  operations  involve the  use,  disposal  and  clean-up of
    certain  substances regulated  under environmental  protection laws.   The
    Company  has  accrued  $0.9  million  for  environmental  remediation  and
    restoration  costs.    The  accruals  were based  upon  management's  best
    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 will  not have  a material  adverse  effect on  its
    financial position, results of operations or cash flows.

    Considerations Relating to Holdings' Cash Obligations

     Holdings is  a holding  company with no  operations and has  virtually no
    assets other than its  ownership of  the outstanding common  stock of  the
    Company.  All of such stock is pledged, however, to the lenders under  the
    New Revolving Credit  Agreement.  Accordingly, Holdings'  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 Holdings in
    amounts sufficient to service Holdings' obligations.


                                        20<PAGE>


     The Company  expects that it may  make certain cash  payments to Holdings
    from time to time to the extent cash is available and to  the extent it is
    permitted under the terms of the New Credit Facilities and the Senior Note
    Indenture.  Such  payments may include (i)  an amount necessary  under the
    tax sharing agreement between the Company and Holdings to enable  Holdings
    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
    Holdings' common stock under certain specified conditions; and (iv)  other
    amounts to meet ongoing expenses of Holdings (such amounts are  considered
    to be immaterial both individually and in the aggregate, however,  because
    Holdings has  no  operations,  other  than  those  conducted  through  the
    Company, or  employees).    To the  extent  the  Company  makes  any  such
    payments, it will  do so out of operating  cash flow, borrowings under the
    New  Revolving Credit Agreement or other sources of funds it may obtain in
    the future subject  to the  extent such payments are  permitted under  the
    terms of the New Credit Facilities and the Senior Note Indenture.

    General Economic Conditions and Inflation

     The  Company  faces  various  economic  risks  ranging  from an  economic
    downturn  adversely  impacting the  Company's  primary  markets  to marked
    fluctuations in copper  prices.  In the short-term, pronounced  changes in
    the  price of copper tend to affect gross profits within the building wire
    product line because  such changes affect raw material costs  more quickly
    than  those changes  can  be reflected  in the  pricing  of building  wire
    products.   In the long-term, however, copper price changes have not had a
    material adverse  effect on gross  profits because cost changes  generally
    have been passed through to customers over time.  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
    and  its strategy  of attempting  to match its  copper purchases  with its
    needs.   The  Company cannot  predict either  the continuation  of current
    economic conditions or future results of its operations in light thereof.
      
     The  Company believes that  it is not particularly  affected by inflation
    except to  the extent  that the economy  in general  is thereby  affected.
    Should  inflationary pressures  drive costs  higher, the  Company believes
    that general industry  competitive price increases would sustain operating
    results, although there can be no assurance that this will be the case.

    Subsequent Event

     On October 31, 1996, the Company acquired substantially all of the assets
    of   Triangle  related   to  the   sales,  marketing,   manufacturing  and
    distribution of electrical wire  and cable and the  assets of its Canadian
    affiliate,  FLI Royal  Wire  and  Cable.   The acquisition  included  four
    manufacturing  facilities which  produce a  broad  range  of building  and
    industrial wire and cable.  The total purchase price for the net assets of
    Triangle  approximated $75  million, subject  to post  closing adjustment.
    The acquisition  was financed  from proceeds received  under the Company's
    New Revolving Credit  Agreement.   See "Liquidity,  Capital Resources  and
    Financial Condition" under this caption.






                                        21<PAGE>


                           PART II.  OTHER INFORMATION


    Item 6.     Exhibits and Reports on Form 8-K

         (a)  Exhibits:

              Item     Exhibit Index
              ----     -------------

              10.1     Credit Agreement dated as of October 31, 1996 among    
                       BCP/Essex  Holdings Inc.,  the registrant,  the Lenders
    named                           therein  and The Chase  Manhattan Bank, as
    administrative                     agent.

              27.1     Financial Data Schedule

         (b)  Reports on Form 8-K:

              A Current Report  on Form 8-K (Items 5 and  7) was filed on July
    12,            1996 to report second quarter 1996 earnings.






































                                        22<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)




    November 13, 1996                     /s/ David A. Owen
                                          ---------------------------------
                                          David A. Owen
                                          Executive Vice President,
                                          Chief Financial Officer
                                          (Principal Financial Officer)







































                                        23<PAGE>