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, 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 September 30, 1997
    --------------                             ----------------------------
    $.01 Par Value                                        100<PAGE>


                                ESSEX GROUP, INC.

                                 FORM 10-Q INDEX

                  FOR QUARTERLY PERIOD ENDED SEPTEMBER 30, 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 Operation  . . . . . . .   11

    Part II.  Other Information

    Item 6.   Exhibits and Reports on Form 8-K  . . . . . . . . . . . . .   18

    Signature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19


























                                        2<PAGE>


                          PART I.  FINANCIAL INFORMATION

    Item 1.  Financial Statements

                                 ESSEX GROUP, INC.

                           CONSOLIDATED BALANCE SHEETS

    <TABLE>
    <CAPTION>
                                                               December 31,  September 30,
                                                                   1996           1997
    In Thousands of Dollars                                                   (Unaudited)
    --------------------------------------------------------------------------------------

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

       Cash and cash equivalents  . . . . . . . . . . . . . .     $  2,899     $  5,587   
       Accounts receivable (net of allowance of
        $5,239 and $5,890)  . . . . . . . . . . . . . . . . .      189,717      229,005   
       Inventories  . . . . . . . . . . . . . . . . . . . . .      217,643      225,293   
       Other current assets . . . . . . . . . . . . . . . . .       12,147       12,348   
                                                                  --------     --------   

              Total current assets  . . . . . . . . . . . . .      422,406      472,233   


       Property, plant and equipment, (net of accumulated
        depreciation of $112,108 and $129,428)  . . . . . . .      280,489      277,337   
       Excess of cost over net assets acquired (net of
        accumulated amortization of $17,388 and $20,550)  . .      126,619      124,282   
       Other intangible assets and deferred costs (net of
         accumulated amortization of $4,501 and $3,789) . . .        7,417        5,792   
       Other assets . . . . . . . . . . . . . . . . . . . . .        4,294        3,805   
                                                                  --------     --------   

                                                                  $841,225     $883,449   
                                                                  ========     ========   


                        See Notes to Consolidated Financial Statements
















                                                 3<PAGE>


                                         ESSEX GROUP, INC.

                              CONSOLIDATED BALANCE SHEETS - Continued




                                                               December 31,  September 30,
                                                                   1996           1997
    In Thousands of Dollars, Except Per Share Data                            (Unaudited)
    --------------------------------------------------------------------------------------


               LIABILITIES AND STOCKHOLDER'S EQUITY

    Current liabilities:
       Notes payable to banks . . . . . . . . . . . . . . . .     $ 30,913     $ 42,951   
       Current portion of long-term debt  . . . . . . . . . .       11,576        2,500   
       Accounts payable . . . . . . . . . . . . . . . . . . .       71,243       76,765   
       Accrued liabilities  . . . . . . . . . . . . . . . . .       64,313       71,827   

       Deferred income taxes  . . . . . . . . . . . . . . . .       15,151       13,809   
       Due to Essex International . . . . . . . . . . . . . .        5,153       61,074   
                                                                  --------     --------   

              Total current liabilities . . . . . . . . . . .      198,349      268,926   

       Long-term debt . . . . . . . . . . . . . . . . . . . .      421,340      331,075   

       Deferred income taxes  . . . . . . . . . . . . . . . .       58,043       52,667   
       Other long-term liabilities  . . . . . . . . . . . . .       12,427       14,900   

    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      111,845   
                                                                  --------     --------   


              Total stockholder's equity  . . . . . . . . . .      151,066      215,881   
                                                                  --------     --------   

                                                                  $841,225     $883,449   
                                                                  ========     ========   
    </TABLE>


                           See Notes to Consolidated Financial Statements










                                                 4<PAGE>


                                           ESSEX GROUP, INC.

                                   CONSOLIDATED STATEMENTS OF INCOME
                                              (Unaudited)

    <TABLE>
    <CAPTION>
                                                        Three Months Ended    Nine Months Ended
                                                           September 30,        September 30,
                                                        -------------------  --------------------
       In Thousands of Dollars, Except Per Share Data     1996      1997       1996       1997
       -----------------------------------------------------------------------------------------
       <S>                                                    <C>       <C>        <C>         <C>
       Net sales . . . . . . . . . . . . . . . . . . .  $328,777  $445,166   $974,720  $1,309,275 


       Cost of goods sold  . . . . . . . . . . . . . .   269,813   362,976    813,106   1,059,504 

       Selling and administrative expenses . . . . . .    28,881    37,643     86,331     112,954 
       Other (income) expense, net . . . . . . . . . .       507      (560)       310        (634)
                                                        --------  --------   --------  ---------- 

       Income from operations  . . . . . . . . . . . .    29,576    45,107     74,973     137,451 
       Interest expense  . . . . . . . . . . . . . . .     9,555     8,562     29,879      29,836 
                                                        --------  --------   --------  ---------- 
                                                                 

       Income before income taxes  . . . . . . . . . .    20,021    36,545     45,094     107,615 
       Provision for income taxes  . . . . . . . . . .     8,500    14,500     19,500      42,800 
                                                        --------  --------   --------  ---------- 

       Net income  . . . . . . . . . . . . . . . . . .  $ 11,521  $ 22,045   $ 25,594  $   64,815 
                                                        ========  ========   ========  ========== 

    </TABLE>

                            See Notes to Consolidated Financial Statements






















                                                   5<PAGE>


                                           ESSEX GROUP, INC.

                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                              (Unaudited)


    <TABLE>
    <CAPTION>
                                                              Nine Months Ended
                                                                 September 30,
                                                           -----------------------
    In Thousands of Dollars                                    1996         1997
    -------------------------------------------------------------------------------
    OPERATING ACTIVITIES
    <S>                                                            <C>           <C>
    Net income  . . . . . . . . . . . . . . . . . . . .       $25,594      $ 64,815 
    Adjustments to reconcile net income to cash
     provided by operating activities:
      Depreciation and amortization . . . . . . . . . . .      25,489        25,308 
      Non cash interest expense . . . . . . . . . . . . .       1,585         1,500 
      Non cash pension expense  . . . . . . . . . . . . .       2,170         2,774 
      Provision for losses on accounts receivable . . . .         958         1,192 
      Benefit for deferred income taxes . . . . . . . . .      (2,664)       (6,718)
      Loss on disposal of property, plant and equipment         1,045         1,217 
      Changes in operating assets and liabilities:
       Increase in accounts receivable  . . . . . . . . .     (15,572)      (40,480)
       Increase in inventories  . . . . . . . . . . . . .      (1,813)       (7,650)
       Increase (decrease) in accounts payable and
        accrued liabilities . . . . . . . . . . . . . . .      (5,349)       12,359 
       Net (increase) decrease in other assets and
        liabilities . . . . . . . . . . . . . . . . . . .      (9,377)          306 
       Increase in due to Essex International . . . . . .       2,980         9,899 
                                                             --------      -------- 

    NET CASH PROVIDED BY OPERATING ACTIVITIES . . . . . .      25,046        64,522 
                                                             --------      -------- 
                                                                                    
    INVESTING ACTIVITIES
     Additions to property, plant and equipment . . . . .     (15,677)      (22,981)
     Proceeds from disposal of property, plant
      and equipment . . . . . . . . . . . . . . . . . . .         405         3,328 
     Acquisitions . . . . . . . . . . . . . . . . . . . .      (7,631)            - 
     Other investments  . . . . . . . . . . . . . . . . .        (362)         (900)
                                                             --------      -------- 

    NET CASH USED FOR INVESTING ACTIVITIES  . . . . . . .     (23,265)      (20,553)
                                                             --------      -------- 

                     See Notes to Consolidated Financial Statements










                                           6<PAGE>


                                   ESSEX GROUP, INC.

                   CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
                                      (Unaudited)

                                                              Nine Months Ended
                                                                 September 30,
                                                           -----------------------
    In Thousands of Dollars                                    1996         1997
    -------------------------------------------------------------------------------
    FINANCING ACTIVITIES
     Proceeds from long-term debt . . . . . . . . . . . .     110,800       328,600 
     Repayment of long-term debt  . . . . . . . . . . . .    (110,640)     (427,941)
     Proceeds from notes payable to banks . . . . . . . .     390,259       543,898 
     Repayment of notes payable to banks  . . . . . . . .    (391,483)     (531,860)
     Proceeds from Essex International  . . . . . . . . .           -        46,022 
                                                             --------      -------- 

     NET CASH USED FOR FINANCING ACTIVITIES . . . . . . .      (1,064)      (41,281)
                                                             --------      -------- 

    NET INCREASE IN CASH AND CASH EQUIVALENTS . . . . . .         717         2,688 

    Cash and cash equivalents at beginning of period  . .       3,157         2,899 
                                                             --------      -------- 
                                                                                    
    Cash and cash equivalents at end of period  . . . . .     $ 3,874      $  5,587 
                                                             ========      ======== 
    </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

     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 May 1, 1997, Essex International completed its initial public offering
    (the "Offering") of 6,546,700 shares of common  stock, including 3,546,700
    shares sold by  certain existing shareholders.   The net proceeds to Essex
    International,  after   underwriting  commissions  and  other   associated
    expenses,  were approximately $46,022  of which $29,497 was  used to repay
    the Company's senior unsecured  note agreement and the  remaining proceeds
    were  applied to the  Company's 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  Company   management,  necessary   to  present   fairly  the
    consolidated financial position  of the Company as of September  30, 1997,
    and the  consolidated results of operations for the three  and nine months
    ended  September 30, 1996  and 1997,  respectively, and cash flows  of the
    Company  for  the   nine  months  ended  September  30,  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,    September 30,
                                                    1996            1997
                                               -------------    -------------
    <S>                                                    <C>             <C>
    Finished goods  . . . . . . . . . . . . .    $171,213          $170,980   
    Raw materials and work in process . . . .      56,840            56,621   
                                                 --------          --------   
                                                  228,053           227,601   



                                        8<PAGE>


    LIFO reserve  . . . . . . . . . . . . . .     (10,410)           (2,308)  
                                                 --------          --------   
                                                 $217,643          $225,293   
                                                 ========          ========   
    </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 $210,454 and $214,695 at December
    31, 1996 and September 30, 1997, respectively.















































                                        9<PAGE>


                                ESSEX GROUP, INC.

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-Continued
                                   (Unaudited)

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

     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,     September 30,
                                                   1996             1997
                                               -------------    -------------
    <S>                                                    <C>             <C>
    10% Senior notes  . . . . . . . . . . .           $200,000        $200,000
    Revolving loan  . . . . . . . . . . . .            179,900         114,200
    Lease obligation  . . . . . . . . . . .             21,250          19,375
    Term loan . . . . . . . . . . . . . . .             31,766               -
                                                      --------        --------
                                                       432,916         333,575
    Less: current portion . . . . . . . . .             11,576           2,500
                                                      --------        --------
                                                      $421,340        $331,075
                                                      ========        ========
    </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 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 spreads over the prime and LIBOR rates can be reduced to
    0% and  .375%, respectively,  if  a certain  specified leverage  ratio  is
    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.

     Through September 30, 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

                                        10<PAGE>


                                ESSEX GROUP, INC.

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-Continued
                                   (Unaudited)

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

    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  administrated 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 September 30,
    1997, the  number of  cases filed  against the  Company was 109  involving
    approximately 386 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.













                                        11<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  by Bessemer Holdings,
    L.P. ("BHLP") (an affiliate and successor in interest to Bessemer  Capital
    Partners,  L.P.),  affiliates of  Goldman,  Sachs  &  Co.,  affiliates  of
    Donaldson,  Lufkin   &  Jenrette  Securities  Corporation,   Chase  Equity
    Associates, and certain present and former employees of Essex.

     On May 1, 1997, Essex International completed its initial public offering
    (the "Offering") of 6,546,700 shares of common stock, including  3,546,700
    shares sold by certain existing  shareholders.  The net  proceeds to Essex
    International,  after   underwriting  commissions   and  other  associated
    expenses, were approximately $46.0 million of which $29.5 million was used
    to repay the  Company's senior unsecured note agreement and  the remaining
    proceeds  were applied  to the  Company's 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  diversified electrical  wire and cable products.   Among  the
    Company's  products  are  building  wire  for  commercial and  residential
    applications; magnet  wire for  electromechanical devices  such as motors,
    transformers  and  electrical controls;  copper  voice  and  datacom wire;
    industrial wire for applications in appliances, construction, recreational
    vehicles  and industrial  facilities;  and automotive  wire  and specialty
    wiring assemblies for automobiles and trucks.

    Results of Operations

     Product Lines

     The  following table  sets  forth for  the  three and  nine  months ended
    September 30, 1996 and 1997, respectively, the dollar amounts of sales for
    each of the Company's major product lines:

    <TABLE>
    <CAPTION>

                                                       Sales
                                        -----------------------------------
                                       Three Months Ended Nine Months Ended
                                         September 30,      September 30,
                                         1996     1997      1996     1997
                                        ------   ------    ------   ------
                                                   (In millions)
    <S>                               <C>       <C>       <C>       <C>     

    Building wire . . . . . . . . . .   $119.5   $203.7   $334.1    $589.5  
    Magnet wire . . . . . . . . . . .     97.2    102.2    295.0     317.4  
    Communication wire  . . . . . . .     43.0     52.7    128.6     142.0  

                                        12<PAGE>


    Industrial wire . . . . . . . . .     16.5     30.7     48.0      95.7  
    Automotive wire . . . . . . . . .     21.4     24.3     70.5      70.3  
    Other (a) . . . . . . . . . . . .     31.2     31.6     98.5      94.4  
                                        ------   ------   ------  --------  
                                                                            
    Total . . . . . . . . . . . . . .   $328.8   $445.2   $974.7  $1,309.3  
                                        ======   ======   ======  ========  

    </TABLE>


















































                                        13<PAGE>


    ------------

    (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.

     Three Months Ended September 30, 1997

     Net  sales for the third quarter 1997 were $445.2 million or 35.4% higher
    than  the comparable  period  in  1996 on  improved sales  volume,  better
    product  pricing and  higher copper  prices,  the Company's  principal raw
    material.  During the  third quarter 1997, the average price per  pound of
    copper on the New York Commodity Exchange, Inc. ("COMEX") was $1.02 versus
    $.91 for  the comparable period in  1996, a 12.1%  increase.  Copper costs
    are generally  passed on  to  customers through  product pricing.    Third
    quarter 1997 sales volume was at record levels exceeding the third quarter
    1996 by 26.3%.  This  growth in sales volume was attributable to increased
    product demand across most of the Company's served markets and the October
    1996  acquisition  of  Triangle  Wire  & Cable,  Inc.  ("Triangle").   The
    Company's  operating  margin, expressed  as  a  percentage  of  net sales,
    improved significantly during the third quarter 1997 to 10.2% from 9.0% in
    the third quarter 1996.  The improved operating margin resulted  primarily
    from better conditions  in the Company's building wire  markets, economies
    of scale derived from higher sales volume and lower per unit manufacturing
    costs attributable to continued productivity improvements.

     Building  wire  sales  for  the third  quarter  1997  increased 70.5%  as
    compared  to the third quarter  1996, due primarily to higher sales volume
    and copper prices  and improved product pricing (without regard  to copper
    costs).    A  substantial  portion  of  the  increased  sales  volume  was
    attributable to Triangle while the remaining improvement was the result of
    increased  demand  within  the  served  markets.    Building  wire  demand
    exhibited continued strength during  the third quarter 1997 resulting from
    new non-residential  construction and,  the Company  believes, a sustained
    expansion of the replacement and  upgrade segment of the market.  Building
    wire   operating  margins   during   the  third   quarter   1997  improved
    significantly   over   the   comparable  period   in   1996  due   to  the
    above-mentioned  strength of  product  demand and  improved  productivity.
    Additionally, the operations of Triangle have  been integrated rapidly and
    effectively, contributing to such productivity improvement.

     Sales  of magnet  wire during the  third quarter  1997 improved  from the
    comparable 1996  period due  primarily to higher sales  volume and  higher
    copper prices.  Sales volume  improvements were attributable to  increased
    demand for magnet  wire in most served markets due, in  part, to growth in
    the domestic economy and  greater use of magnet  wire for increased energy
    efficiency in  electric motors.   Magnet  wire operating  margins improved
    during  the third  quarter  1997 as  compared to  the  third quarter  1996
    primarily due  to  lower production  costs attributable  to  higher  sales
    volume.

     Communication  wire sales  for  the third  quarter  1997 were  above  the
    comparable period in 1996 due to higher outside  plant ("OSP") and datacom
    wire sales  volume and higher  copper prices.  OSP sales  volume was 16.1%
    higher  than  the  third  quarter  1996  which  the  Company  believes  is
    attributable to  improved business  conditions within this  segment of the
    copper  communication cable  business.   Third quarter  1997  datacom wire
    sales volume  improved  from the  comparable period  in  1996,  reflecting

                                        14<PAGE>


    increased product demand in expanding markets such as local area  networks
    ("LANs"),  Internet connectivity  and other  premise applications.   Third
    quarter 1997 communication wire operating margins decreased from the third
    quarter 1996 due to competitive pricing pressure in high end datacom wire,
    partially  offset by lower  production costs attributable to  higher sales
    volume.

     Industrial wire sales in the third quarter 1997 were more than double the
    third quarter 1996 due primarily to increased sales volume attributable to
    Triangle.   Industrial wire  operating margins for the  third quarter 1997
    remain unchanged from the comparable period in 1996.
















































                                        15<PAGE>


     Automotive  wire sales in the third quarter  1997 were above those in the
    comparable period  in 1996  due  primarily to  improved sales  volume  and
    higher  copper prices.   Automotive  operating margins  improved due  to a
    reduction  in overhead  expenses.  Additionally,  in conjunction  with its
    recent QS 9000 certification, the unit has become an approved supplier  to
    Delphi Packard, the primary wire harness supplier to General Motors.

     Other  sales  in the  third  quarter 1997  increased from  the comparable
    period in 1996 due primarily to higher distribution business unit sales of
    electrical insulation products.

     Cost  of goods sold for the third  quarter 1997 was 34.5% higher than the
    same period in 1996 due primarily to higher sales volume and higher copper
    prices.  The Company's cost of goods sold as a percentage of net sales was
    82.1%  and 81.5%  in the third  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  per unit
    manufacturing  costs  attributable  to  continued  productivity  programs,
    including capital investments.  Also, the operations of Triangle have been
    integrated  rapidly  and effectively,  and  have  resulted  in substantial
    improvements in productivity.

     Selling and administrative expenses for the third quarter 1997 were 30.3%
    above the comparable 1996 period, due primarily to incremental commission,
    selling and warehouse expenses associated with Triangle.  However, selling
    and administrative expenses,  as a percentage of  sales, were 8.5%  in the
    third  quarter  of 1997,  compared  to 8.8%  in the  same period  in 1996,
    reflecting  general and  administrative  economies of  scale  derived from
    higher sales volume and improved building wire market conditions.

     Interest expense in the third quarter 1997 was 10.4% below the comparable
    period in 1996.   The reduction in interest expense was  due to lower debt
    levels and lower rates of interest on the Company's outstanding debt.  The
    Company's average  rate of  interest for the third  quarter 1997  declined
    nearly 40  basis points from  the third  quarter 1996 due  primarily to an
    improved  leverage  ratio resulting  in a  reduced interest  "spread" over
    LIBOR, as defined,  on the Company's senior  credit facilities.   Debt has
    been reduced  due  to the  application  of the  proceeds received  in  the
    Offering,  as  well as  a  portion of  the strong  cash flows  provided by
    operating  activities,  partially  offset  by  incremental  borrowings  to
    finance  the acquisition of  Triangle.  See "Liquidity,  Capital Resources
    and Financial Condition" within this section.

     Income tax expense  was 39.7% of pretax income in  the third quarter 1997
    compared with  42.5% for the  same period in 1996  due to the  increase in
    pretax income reducing the impact  of the amortization of excess cost over
    net assets acquired, which is not deductible for income tax purposes.

     Nine Months Ended September 30, 1997

     Net sales  for the first  nine months  of 1997 were  $1,309.3 million  or
    34.3%  higher than the  comparable period in 1996  resulting from improved
    sales volume and  better product pricing.  Copper prices  were essentially
    unchanged.   During the first  nine months of 1997, the  average price per
    pound of COMEX copper was $1.09 versus $1.08 for  the comparable period in
    1996.  First nine months 1997 sales volume was at record levels, exceeding
    the first nine  months of 1996 by 29.0%.  This growth  in sales volume was
    attributable  to increased  product demand  across most  of the  Company's

                                        16<PAGE>


    served markets and Triangle.  The Company's operating margin, expressed as
    a  percentage of net  sales, improved significantly during  the first nine
    months of 1997 to 10.5% from  7.7% in the first nine months of 1996.   The
    improved operating margin resulted primarily from better conditions in the
    Company's  building wire markets,  economies of scale derived  from higher
    sales  volume  and lower  per  unit  manufacturing  costs  attributable to
    continued productivity improvements.

     Building  wire sales for the first nine months of 1997 increased 76.4% as
    compared to the same period in 1996 due primarily to improved sales volume
    and product  pricing (without  regard  to copper  costs).   A  substantial
    portion of the  increased sales volume was attributable to  Triangle while
    the  remaining improvement was  the result of increased  demand within the
    served  markets.   Building wire  demand has exhibited  continued strength
    during  the first nine  months of 1997 resulting  from new non-residential
    construction and,  the Company  believes,  a  sustained expansion  of  the
    replacement  and upgrade segment  of the market.   Building wire operating
    margins during the  first nine months of 1997 improved  significantly over
    the comparable  period in  1996  due to  the above-mentioned  strength  of
    product demand and improved productivity as a result of Triangle.

     Sales  of magnet wire during the first  nine months of 1997 improved from
    the comparable  1996 period due  primarily to higher sales  volume.  Sales
    volume improvements were attributable  to increased demand for magnet wire
    in  most  served  markets,  particularly  the  transformer  and  generator
    markets.  The  Company attributes most of this  strong demand to growth in
    the domestic economy  and greater use of magnet wire for  increased energy
    efficiency in electric motors.   Higher energy efficiency within  electric
    motors  requires  materially more  magnet  wire.    Magnet  wire operating
    margins improved during the  first nine months of 1997 as compared  to the
    first  nine  months  of  1996 primarily  due  to  lower  production  costs
    associated with higher sales volume.

     Communication wire sales for the first nine months of 1997 were above the
    comparable period in 1996 due to higher OSP and datacom wire sales volume.
    OSP sales volume for  the first nine months of 1997  was 13.8% higher than
    the comparable period  in 1996 which the Company believes  is attributable
    to improved business conditions  within the repair and replacement segment
    of the  copper communication cable market.  First nine months 1997 datacom
    wire sales  volume increased  12.4% compared to  the same  period in 1996,
    reflecting  increased product demand  for expanding markets such  as LANs,
    Internet connectivity and  other premise applications.  Communication wire
    operating margins  in  the first  nine months  of 1997  declined from  the
    comparable period  in 1996 due  to the  completion in 1996  of certain OSP
    supply contracts which were not repeated in 1997 coupled with  competitive
    pricing pressure in high end datacom wire.

     Industrial wire sales in the first nine months of 1997 were nearly double
    those in the comparable period in  1996 due to an increase in sales volume
    of which a  substantial portion was attributable to Triangle.   Industrial
    wire  operating  margins  for  the first  nine  months  of  1997  remained
    essentially unchanged from the comparable period in 1996.

     Automotive wire sales in the first nine months of 1997 approximated those
    in  the comparable  period  in 1996.    United States  and Canadian  light
    vehicle production  for the first  nine months of 1997  declined about two
    percent from the  same period  last year, but  is expected  to approximate
    1996 levels by year end.  This business unit  has had considerable success

                                        17<PAGE>


    expanding   its   customer  sales   base   of   automotive   wire  harness
    manufacturers.    Operating  margins  improved  due  to  reduced  overhead
    expenses.

     Other  sales  in the  first  nine  months  of  1997  decreased  from  the
    comparable period  in 1996.   Distribution business unit  sales of  third-
    party manufactured  products, primarily  within the  motor repair segment,
    declined due, in part, to unusually mild seasonal weather conditions which
    necessitated fewer repair parts for motors, transformers and pumps.

     Cost  of goods sold  for the first nine  months of 1997  was 30.3% higher
    than the same period  in 1996 due primarily  to higher sales volume.   The
    Company's cost of goods sold  as a percentage of  net sales was 83.4%  and
    80.9% in the first  nine months of 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  per  unit
    manufacturing  costs  attributable  to  continued  productivity  programs,
    including capital investments.  Also, the operations of Triangle have been
    integrated   rapidly   and   effectively,  thereby   driving   substantial
    improvements in productivity.

     Selling and  administrative expenses for  the first nine  months of  1997
    were 30.8% above  the comparable 1996 period due primarily  to incremental
    commission, selling  and  warehouse  expenses  associated  with  Triangle.
    However, selling and  administrative expenses,  as a percentage  of sales,
    were  8.6% in the first nine months of 1997, compared to 8.9% for the same
    period in  1996, reflecting general and administrative  economies of scale
    derived  from  higher  sales  volume  and improved  building  wire  market
    conditions.

     Interest  expense in the first nine months  of 1997 approximated the same
    period  in 1996.   Incremental  borrowings to  finance the  acquisition of
    Triangle  were  offset  by  lower  rates  of  interest  on  the  Company's
    outstanding debt  and reduced  debt levels due  to the  application of the
    proceeds received from the Offering and a portion of the strong cash flows
    provided by operating activities.  The Company's average rate of  interest
    for  the first  nine months  of 1997  declined 50  basis  points from  the
    comparable period in 1996 due to an improved leverage ratio resulting in a
    reduced interest "spread" over LIBOR, as defined, on the Company's  senior
    credit facilities.

     Income tax expense was 39.8% of pretax income in the first nine months of
    1997 compared with 43.2% for the  same period in 1996 due to the  increase
    in pretax  income reducing 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
    September  30, 1997 was  $376.5 million, and its  stockholder's equity was
    $215.9  million.  The resulting  ratio  of debt  to  total  capitalization
    improved to 64% from 75%  at December 31, 1996.  As of September 30, 1997,
    the  Company was  in compliance  with all  covenants under  the agreements
    governing its outstanding indebtedness.

     Credit Facilities and Lines of Credit

                                        18<PAGE>


     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
    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  $15.0 million  (U.S. 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 $50.0
    million. 

     The  Restated  Credit  Agreement,  which  terminates  October  31,  2001,
    provides for up to $370.0 million in revolving loans, subject to specified
    percentages  of eligible  assets  and  reduced  by  borrowings  under  the
    Canadian Credit Agreement and unsecured bank lines of credit ($8.0 million
    and $35.0 million outstanding, at September 30, 1997, respectively).   The
    Restated Credit Agreement  also provides a $25.0 million letter  of credit
    subfacility.  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 spreads  over the  prime and
    LIBOR  rates can  be reduced to  0% and .375%, respectively,  if a certain
    specified leverage ratio  is achieved.  Based upon the  specified leverage
    ratio  at September 30, 1997, the Company's floating  rate of interest for
    borrowings under the Restated Credit Agreement is LIBOR plus 0.375%.   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.    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  of  the  Company and  its  subsidiaries.   The
    Company's  ability to  borrow  under  the  Restated  Credit  Agreement  is
    restricted  by the  financial covenants  contained therein  as well  as by
    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  September 30,  1997, the  Company had
    $147.2 million of  undrawn capacity based upon  a borrowing base of $304.4
    million, reduced by outstanding borrowings under:  (i) the Restated Credit
    Agreement ($114.2  million), (ii)  unsecured bank  lines of  credit ($35.0
    million) and (iii) the Canadian Credit Agreement ($8.0 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 September 30, 1997, $8.0 million was outstanding under the Canadian
    Credit Agreement  and denoted as  notes payable to banks  in the Company's
    Consolidated Balance  Sheets. Borrowings  are secured  by the subsidiary's
    accounts  receivable.   Interest rates for  borrowings under  the Canadian

                                        19<PAGE>


    Credit  Agreement  are  based  upon  Canadian market  rates  for  banker's
    acceptances  with spreads similar  to the Restated Credit  Agreement.  The
    Canadian Credit Agreement  terminates on May 30, 1998, although it  may be
    extended  for successive one-year  periods upon the mutual  consent of the
    subsidiary and the Bank of Montreal. 

     The  Company had  $35.0 million  outstanding of  unsecured bank  lines of
    credit as of September 30, 1997.  Such amount  is denoted as 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.

     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 remainder of 1997 and for 1998. 

     Operating Activities.   Net cash provided by operating activities  in the
    first nine  months of  1997 was $64.5  million, compared  to $25.0 million
    during  the  same period  in  1996.    The increase  in  cash provided  by
    operating activities  was primarily  the result of higher  net income  and
    accrued liabilities,  partially offset  by higher  accounts receivable and
    inventories associated with the Company's sales growth.

     Investing Activities.  Capital expenditures of $23.0 million in the first
    nine months of 1997  were $7.3 million more than the comparable  period in
    1996.   Capital expenditures in 1997 are expected  to be approximately 50%
    above  1996 levels and  will be used to  improve manufacturing efficiency,
    support the newly acquired  Triangle facilities  and equipment and  expand
    capacity.    At  September  30,  1997,  approximately  $12.9  million  was
    committed to outside  vendors for capital expenditures.  The  Company sold
    an  idle plant  during 1997 realizing  $2.7 million in net  proceeds.  The
    Restated Credit  Agreement imposes  limitations  on capital  expenditures,
    business acquisitions and investments. 

     Financing   Activities.    The  net   proceeds  of  the  Offering,  after
    underwriting commissions and other associated expenses, were approximately
    $46.0 million,  of  which  $29.5 million  was  used to  repay  the  senior
    unsecured note  agreement dated as of  April 17,  1995, by  and among  the
    Company,  Essex International, as guarantor, the lenders named therein and
    The Chase Manhattan Bank,  as administrative agent (the "Term Loan").  The
    remaining  proceeds  were   applied  to  the  Company's  revolving  credit
    facility.  The net proceeds were received from  Essex International in the
    form of an intercompany transfer.

     Considerations Relating to Essex International's Cash Obligations

     Essex International is a holding company with no operations and virtually

                                        20<PAGE>


    no assets other than its ownership of all 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;  and
    (iii) 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 at the option of the  Company may be
    redeemed commencing in May 1998, in whole or in part, at redemption prices
    ranging from 103.75% of principal  in 1998 to 100% in 2001.   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

     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

                                        21<PAGE>


    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:

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

              4.9         Amendment  No. 1  dated as  of June  1, 1997  to the
    Agreement
                         and  Lease between  Mellon  Leasing  Corporation  and
    Essex
                         Group, Inc.

              4.10     Amendment No. 2 dated as of September 2, 1997 to the
                         Agreement   and   Lease    between   Mellon   Leasing
    Corporation
                         and Essex Group, Inc.

              27.1     Financial Data Schedule.


                                        22<PAGE>


         (b)  Reports on Form 8-K:

              No Reports  on Form 8-K  were filed  by the  Company during  the
    quarter
              ended September 30, 1997.






















































                                        23<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 7, 1997                      /s/ David A. Owen
                                          ---------------------------------
                                          David A. Owen
                                          Executive Vice President,
                                          Chief Financial Officer
                                          (Principal Financial Officer)







































                                        24<PAGE>