<PAGE>

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

                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED APRIL 4, 1999, 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: 1-4682

                           THOMAS & BETTS CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                 Tennessee                               22-1326940
         (STATE OF INCORPORATION)         (I.R.S. EMPLOYER IDENTIFICATION NO.)

            8155 T & B Boulevard
            Memphis, Tennessee                              38125
 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                (ZIP CODE)

                                 (901) 252-8000
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

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. Yes [X] No [ ]

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

   Common Stock - $0.10 Par Value          Outstanding Shares at May 10, 1999
       (TITLE OF EACH CLASS)                            56,865,494

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

<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                           THOMAS & BETTS CORPORATION
                           CONSOLIDATED BALANCE SHEET
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                        April 4,             January 3,
                                                                                          1999                 1999 
                                                                                      -----------            ----------
<S>                                                                                   <C>                    <C>
ASSETS                                                                                (Unaudited)            (Audited)
Current Assets:
    Cash and cash equivalents                                                         $   37,030            $   64,028
    Marketable securities                                                                 26,666                42,478
    Receivables, net                                                                     443,663               404,784
    Inventories:
       Finished goods                                                                    212,458               202,368
       Work-in-process                                                                    84,529                95,436
       Raw materials                                                                     190,805               171,837
                                                                                       ---------             ---------
                                                                                         487,792               469,641
    Deferred income taxes                                                                 51,570                61,829
    Prepaid expenses                                                                      23,975                15,642
                                                                                       ---------             ---------
Total Current Assets                                                                   1,070,696             1,058,402
Property, plant and equipment                                                          1,209,814             1,162,942
    Less accumulated depreciation                                                        571,130               531,920
                                                                                       ---------             ---------
       Property, plant and equipment - net                                               638,684               631,022
Intangible assets - net                                                                  620,589               621,487
Investments in unconsolidated companies                                                  150,373               142,251
Other assets                                                                              51,415                46,425
                                                                                       ---------             ---------

TOTAL ASSETS                                                                          $2,531,757            $2,499,587
                                                                                       ---------             ---------
                                                                                       ---------             ---------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
    Notes payable                                                                     $   64,083            $   75,068
    Current maturities of long-term debt                                                  23,041                22,589
    Accounts payable                                                                     270,051               262,483
    Accrued liabilities                                                                  151,057               155,815
    Income taxes                                                                          30,701                55,674
    Dividends payable                                                                     15,971                15,920
                                                                                       ---------             ---------
Total Current Liabilities                                                                554,904               587,549
Long-term debt                                                                           837,162               790,963
Other long-term liabilities                                                               94,380                93,788
Deferred income taxes                                                                     21,003                12,182

Shareholders' Equity:
    Common stock                                                                           5,686                 5,678
    Additional paid-in capital                                                           325,459               322,018
    Retained earnings                                                                    732,525               710,474
    Unearned compensation - restricted stock                                             ( 6,583)              ( 4,534)
    Accumulated other comprehensive income                                               (32,779)              (18,531)
                                                                                       ---------             ---------
Total Shareholders' Equity                                                             1,024,308             1,015,105
                                                                                       ---------             ---------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                            $2,531,757            $2,499,587
                                                                                       ---------             ---------
                                                                                       ---------             ---------
</TABLE>

Note: Amounts have been restated to include the July 2, 1998 acquisition of
      Telecommunication Devices Inc., accounted for as a pooling of interests.

See accompanying notes to consolidated financial statements.

                                     2

<PAGE>

                           THOMAS & BETTS CORPORATION

                       CONSOLIDATED STATEMENT OF EARNINGS
                      (IN THOUSANDS EXCEPT PER SHARE DATA)
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                                       Quarter Ended 
                                                                                        -----------------------------------------
                                                                                         April 4,                        April 5,
                                                                                           1999                            1998  
                                                                                        ---------                       ---------
<S>                                                                                     <C>                             <C>
Net sales                                                                                $601,518                        $544,508

Costs and expenses:
    Cost of sales                                                                         423,420                         383,412
    Marketing, general and administrative                                                 102,034                          85,330
    Research and development                                                               12,293                          13,303
    Amortization of intangibles                                                             4,574                           4,382
                                                                                         --------                        --------
                                                                                          542,321                         486,427
                                                                                         --------                        --------

Earnings from operations                                                                   59,197                          58,081

Income from unconsolidated companies                                                        8,997                           8,527

Other expense - net                                                                       (14,718)                        (12,856)
                                                                                         --------                        --------

Earnings before income taxes                                                               53,476                          53,752

Income taxes                                                                               15,506                          16,449
                                                                                          -------                        --------

Net earnings                                                                             $ 37,970                        $ 37,303
                                                                                        ---------                       ---------
                                                                                        ---------                       ---------

Net earnings per share:
    Basic                                                                                $   0.67                        $   0.66
                                                                                        ---------                       ---------
                                                                                        ---------                       ---------
    Diluted                                                                              $   0.67                        $   0.65
                                                                                        ---------                       ---------
                                                                                        ---------                       ---------

Average shares outstanding:
    Basic                                                                                  56,798                          56,539
                                                                                        ---------                       ---------
                                                                                        ---------                       ---------
    Diluted                                                                                56,994                          57,008
                                                                                        ---------                       ---------
                                                                                        ---------                       ---------

Cash dividends declared per share                                                        $   0.28                        $   0.28
                                                                                        ---------                       ---------
                                                                                        ---------                       ---------
</TABLE>

Note: Amounts have been restated to include the July 2, 1998 acquisition of
      Telecommunication Devices, Inc., accounted for as a pooling of interests,
      except for cash dividends per share, which reflect the Corporation's
      historical per share amount.

See accompanying notes to consolidated financial statements.

                                     3

<PAGE>

                           THOMAS & BETTS CORPORATION
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                                            Quarter Ended 
                                                                                                      ----------------------------
                                                                                                      April 4,            April 5,
                                                                                                        1999                1998  
                                                                                                      --------            --------
<S>                                                                                                   <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings                                                                                           $ 37,970            $ 37,303
Adjustments:
  Depreciation and amortization                                                                          25,841              26,893
  Undistributed earnings from unconsolidated
    companies                                                                                            (8,997)             (4,337)
  Deferred income taxes                                                                                  20,153               5,227

    Changes in operating assets and liabilities, net:
      Receivables                                                                                       (43,192)              9,694
      Inventories                                                                                       (15,899)            (27,259)
      Accounts payable                                                                                    6,958             (36,912)
      Accrued liabilities                                                                                (8,148)            (11,894)
      Income taxes payable                                                                              (24,716)            ( 7,264)
      Other                                                                                             (13,073)            ( 2,118)
                                                                                                       --------            --------
Net cash used in operating activities                                                                   (23,103)            (10,667)
                                                                                                       --------            --------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of and investments in businesses, net of
  $7,220 cash in 1999                                                                                   (13,080)            ( 1,098)
Purchases of property, plant and equipment                                                              (31,394)            (34,584)
Proceeds from sale of property, plant
  and equipment                                                                                             160                   -
Marketable securities acquired                                                                                -             (10,330)
Proceeds from matured marketable securities                                                              15,794              11,020
                                                                                                       --------            --------
Net cash used in investing activities                                                                   (28,520)            (34,992)
                                                                                                       --------            --------

CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in borrowings with
    original maturities less than 90 days                                                               (10,985)              5,568
Proceeds from long-term debt and other
    borrowings                                                                                          149,000              89,695
Repayment of long-term debt and other
    borrowings                                                                                         (101,054)            ( 7,137)
Stock options exercised                                                                                   3,449               4,605
Cash dividends paid                                                                                     (15,868)            (31,854)
                                                                                                       --------            --------
Net cash provided by financing activities                                                                24,542              60,877
                                                                                                       --------            --------

EFFECT OF EXCHANGE-RATE CHANGES ON CASH                                                                      83             (   189)
                                                                                                       --------            --------

Net increase (decrease) in cash and cash
    equivalents                                                                                         (26,998)             15,029
Cash and cash equivalents at beginning of period                                                         64,028              45,226
                                                                                                      --------            ---------
Cash and cash equivalents at end of period                                                             $ 37,030            $ 60,255
                                                                                                      --------            ---------
                                                                                                      --------            ---------
</TABLE>

Note: Amounts have been restated to include the July 2, 1998 acquisition of
      Telecommunication Devices, Inc., accounted for as a pooling of interests.

See accompanying notes to consolidated financial statements.


                                     4

<PAGE>

                           THOMAS & BETTS CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.   BASIS OF PRESENTATION

     In the opinion of management, the accompanying consolidated financial 
statements contain all adjustments (consisting of only normal recurring 
accruals) necessary for the fair presentation of the financial position as of 
April 4, 1999 and January 3, 1999, and the results of operations and cash 
flows for the periods ended April 4, 1999 and April 5, 1998.

     Certain information and footnote disclosures normally included in 
financial statements prepared in accordance with generally accepted 
accounting principles have been condensed or omitted. These consolidated 
financial statements should be read in conjunction with the financial 
statements and notes thereto included in the Corporation's Annual Report on 
Form 10-K for the fiscal year ended January 3, 1999. The results of 
operations for the periods ended April 4, 1999 and April 5, 1998 are not 
necessarily indicative of the operating results for the full year.

2.   EARNINGS PER SHARE ("EPS")

     Basic EPS for each period are computed by dividing net earnings by the 
weighted-average number of shares of common stock outstanding during the 
period. Diluted EPS for each period are computed by dividing net earnings by 
the sum of (1) the weighted-average number of shares outstanding during the 
period and (2) the dilutive effect of the assumed exercise of stock options 
using the treasury stock method.

     The following is a reconciliation of the numerators and denominators of 
the per share computations:

<TABLE>
<CAPTION>
                                                                                                     Quarter Ended 
                                                                                             ----------------------------------
                                                                                             April 4,                  April 5,
(In thousands except per share data)                                                           1999                      1998  
                                                                                             --------                  --------
<S>                                                                                          <C>                       <C>
Net earnings                                                                                 $37,970                   $37,303
                                                                                             -------                   -------

Average shares outstanding                                                                    56,798                    56,539
                                                                                             -------                   -------
Basic EPS                                                                                    $  0.67                   $  0.66
                                                                                             -------                   -------
                                                                                             -------                   -------

Average shares outstanding                                                                    56,798                    56,539
Plus assumed exercise of
  stock options                                                                                  196                       469
                                                                                             -------                   -------
                                                                                              56,994                    57,008
                                                                                             -------                   -------
Diluted EPS                                                                                   $ 0.67                   $  0.65
                                                                                             -------                   -------
                                                                                             -------                   -------
</TABLE>
                                       5
<PAGE>

                           THOMAS & BETTS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

3.   COMPREHENSIVE INCOME

     Total comprehensive income and its components are as follows:

<TABLE>
<CAPTION>
                                                                                                  Quarter Ended 
                                                                                        -----------------------------------
                                                                                         April 4,                  April 5,
(In thousands)                                                                             1999                      1998  
                                                                                         --------                  --------
<S>                                                                                      <C>                       <C>
Net earnings                                                                             $ 37,970                    $37,303

Foreign currency translation adjustments                                                  (13,685)                    (1,760)
Minimum pension liability adjustment                                                         (551)                         -
Unrealized holding gains (losses)
  on securities                                                                               (12)                         -
                                                                                         --------                    -------

Comprehensive income                                                                     $ 23,722                    $35,543
                                                                                         --------                    -------
                                                                                         --------                    -------
</TABLE>

4.   ACQUISITIONS

     The Corporation completed one acquisition during the first quarter of 
1999 for total consideration of approximately $20.0 million in cash. The 
acquisition was accounted for under the purchase method of accounting; 
accordingly, its results of operations have been included in the consolidated 
statement of earnings since the date of acquisition. The aggregate purchase 
price has been allocated to the assets and liabilities based on estimated 
fair values at the date of acquisition and the excess of approximately $5.9 
million was allocated to goodwill. The goodwill is being amortized on a 
straight-line basis over 40 years.


                                     6

<PAGE>

5.   RESTRUCTURING AND SPECIAL CHARGES

     During the third quarter of 1998, the Corporation recorded pretax 
restructuring and special charges of $108.5 million primarily related to a 
program to reduce costs by consolidating several facilities and product-line 
operations, terminating employees at affected locations, downsizing 
administrative functions and writing down idle facilities. The charges were 
comprised of a $62.1 million provision for restructuring operations and $46.4 
million of other special charges, of which $30.3 million was charged to cost 
of sales and $16.1 million to marketing, general and administrative expense. 
The components of those charges and usage through April 4, 1999 were:

<TABLE>
<CAPTION>
                                                                                           CHARGES TO          REMAINING
                                                                     CHARGES TO         RESERVES DURING        BALANCE AT
                                                      ORIGINAL         RESERVES          FIRST QUARTER          APRIL 4,
                                                      PROVISION      DURING 1998            1999                  1999 
                                                      ---------      -----------        ---------------        ----------
<S>                                                   <C>             <C>                <C>                   <C>
Severance and employee related costs                   $ 26.6          $( 5.1)             $( 3.4)                $18.1
Property, plant and equipment write-offs                 25.7           ( 7.0)              ( 0.4)                 18.3
Other facility exit costs                                 9.8           ( 2.3)              ( 0.6)                  6.9
                                                      ---------      -----------        ---------------        ----------
  Provision for restructured operations                  62.1           (14.4)              ( 4.4)                 43.3
                                                      ---------      -----------        ---------------        ----------
Inventory write-offs related to restructuring            25.6(1)        (14.4)              ( 4.6)                  6.6
Costs related to previously idled facilities:
  Write-downs                                             4.7(1)            -                   -                   4.7
  Carrying costs                                         10.4(2)         (2.2)                  -                   8.2
Other                                                     5.7(2)            -               ( 2.3)                  3.4
                                                      ---------      -----------        ---------------        ----------
  Special charge                                         46.4           (16.6)              ( 6.9)                 22.9
  Total                                                $108.5          $(31.0)             $(11.3)                $66.2
                                                      ---------      -----------        ---------------        ----------
                                                      ---------      -----------        ---------------        ----------
</TABLE>

Charged to (1) cost of sales, and (2) marketing, general and administrative
expense.

     Severance and other employee-related costs involve actions that will 
result in a net reduction of approximately 400 jobs, including administrative 
positions at plants and corporate headquarters. As of April 4, 1999, the 
Corporation had realized a net reduction of approximately 200 jobs. The 
property, plant and equipment write-offs reduced to fair value the carrying 
amount of fixed assets that were not relocated in conjunction with their 
associated manufacturing processes. Assets written down as part of the 
cost-reduction program remain classified as property, plant and equipment 
until idled; the adjusted carrying value of the assets still in use was 
approximately $33.0 million. The effect of suspending depreciation on 
facilities idled was $0.1 million of depreciation expense reduction in the 
first quarter of 1999.

     Inventory write-offs primarily relate to items that became obsolete due 
to modifications of manufacturing processes for product lines being 
relocated; items not cost-effective to relocate; and, to a lesser degree, 
inventory associated with discontinued products.

     Costs related to previously idled and written-down facilities were based 
on management's current estimates of costs necessary to ultimately dispose 
of, and satisfy obligations related to, such facilities. The majority of 
those are lease-related costs, which will generally be incurred ratably over 
an eight-year period.

     The cost-reduction programs commenced in 1998 are expected to be 
substantially completed by year-end 1999, with disposal of idle facilities 
anticipated by the end of 2000. Certain other costs, primarily relating to 
the relocation of inventory, equipment and personnel, are not accruable 


                                     7

<PAGE>

until incurred. Such costs, which were not included in the $108.5 million 
provision, amounted to $2.6 million in 1999. Future revenues are not expected 
to be significantly affected, since the cost-reduction programs are primarily 
intended to relocate operations rather than discontinue operations.

6.   SEGMENT AND OTHER RELATED DISCLOSURES

     The Corporation has three reportable segments: Electrical, Electronic 
Original Equipment Manufacturer (Electronic OEM) and Communications. Some 
business activities cannot be classified in the aforementioned segments and 
are shown under "Other." The Corporation's reportable segments are based on 
channels to market, and represent the primary mode used to assess allocation 
of resources and performance. Management evaluates each segment's profit or 
loss performance based on earnings before interest, taxes, loss on sale of 
accounts receivable, restructure and special charges and foreign exchange 
gains and losses.

<TABLE>
<CAPTION>
                                                                                  Quarter Ended 
                                                                       -------------------------------------
SEGMENT INFORMATION                                                     April 4,                   April 5,
(In thousands)                                                           1999                        1998
                                                                       ---------                  ----------
<S>                                                                    <C>                        <C>
Net Sales:
  Electrical                                                            $321,810                   $260,980
  Electronic OEM                                                         158,016                    171,300
  Communications                                                          62,393                     68,241
  All other                                                               59,299                     43,987
                                                                         -------                    -------

         Total                                                          $601,518                   $544,508
                                                                         -------                    -------
                                                                         -------                    -------

Segment Earnings:
  Electrical                                                            $ 47,781                   $ 44,641
  Electronic OEM                                                          14,007                     16,071
  Communications                                                             151                      5,351
  Related to all other sales                                               6,119                        200
                                                                         -------                    -------

         Total                                                          $ 68,058                   $ 66,263
                                                                         -------                    -------
                                                                         -------                    -------
</TABLE>

                                     8

<PAGE>

     The following are reconciliations of the total of reportable segments to
the consolidated Corporation:

<TABLE>
<CAPTION>
                                                                                                     Quarter Ended 
                                                                                          ------------------------------------
RECONCILIATION TO TOTAL CORPORATION                                                        April 4,                   April 5,
(In thousands)                                                                               1999                      1998 
                                                                                          --------                   ---------
<S>                                                                                       <C>                        <C>
Net Sales:
  Total reportable segment net sales                                                      $542,219                   $500,521
  Other sales                                                                               59,299                     43,987
                                                                                           -------                    -------
         Total                                                                            $601,518                   $544,508
                                                                                           -------                    -------
                                                                                           -------                    -------

Earnings Before Income Taxes:
  Total reportable segment earnings                                                       $ 61,939                   $ 66,063
  Earnings on other sales                                                                    6,119                        200
  Interest expense                                                                         (15,740)                   (10,927)
  Loss on sale of receivables                                                              ( 2,265)                   ( 2,387)
  Interest income                                                                            3,292                      1,328
  Foreign currency exchange gains (losses)                                                     131                    (   525)
                                                                                           -------                    -------
         Total                                                                            $ 53,476                   $ 53,752
                                                                                           -------                    -------
                                                                                           -------                    -------
</TABLE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
        FINANCIAL CONDITION

RESULTS OF OPERATIONS

     Thomas & Betts Corporation reported record first-quarter financial 
results for the first quarter of 1999. For the quarter ended April 4, 1999, 
the Corporation had net earnings of $38.0 million compared with $37.3 million 
in the same 1998 period. Diluted earnings per share (EPS) were $0.67, two 
cents above diluted EPS of $0.65 in 1998's first quarter, and basic EPS were 
$0.67 versus $0.66 in the prior-year quarter.

     First-quarter net sales grew 10.5% to $601.5 million from 1998's $544.5 
million. Contributions from acquisitions over the past year, most 
significantly Kaufel Group, Ltd., increased sales by 11.7%, helping to offset 
lower year-over-year sales in the Electronic OEM and Communications segments.

     On a geographic perspective, sales to European and Latin American 
customers improved dramatically in the quarter. European sales rose 45.8% 
from last year's quarter due to the addition of sales from electrical 
acquisitions and higher electronic component sales volumes. Sales in Latin 
America grew 143.1% year over year as a result of increased penetration of 
core electrical and electronic markets. Sales in Canada were 31.9% higher 
than 1998's first quarter as a result of the acquisition of Kaufel in late 
1998. Sales to customers within the Asia/Pacific region declined 8.9% versus 
the prior year as the year-over-year negative growth of that region's 
economies overpowered additional sales from acquisitions.

     The consolidated gross margin remained at 1998's level of 29.6%, while 
the consolidated operating margin decreased to 9.8% from 10.7% as a result of 
acquisition-related year-over-year increases in marketing, general and 
administrative expenses as a percentage of sales.


                                     9

<PAGE>

     First-quarter income from unconsolidated companies increased 5.5% from 
the prior-year as a result of continued strong equity income from the 
Corporation's interest in unconsolidated companies in the Electrical segment. 
Other expense-net was $1.8 million higher than last year primarily due to 
higher acquisition-related interest expense. The Corporation's effective tax 
rate for the first quarter was 29% which is the Corporation's projected 
full-year 1999 effective rate, absent significant acquisitions or 
divestitures. That rate compared with an effective rate of 30.6% in the 1998 
quarter and was lower as Thomas & Betts continued to enjoy the benefits of 
tax planning initiatives implemented during 1997 and 1998.

SEGMENT RESULTS

     Sales of the Electrical segment increased 23.3% to $321.8 million for 
the quarter, and segment earnings rose 7.0% to $47.8 million. Sales from 
acquisitions, together with strong demand in utility markets, accounted for 
the segment's sales growth. The segment's earnings growth was less than the 
sales growth due to changes in the mix of products sold. Electrical sales 
improved month-over-month throughout the quarter, and demand in Canada, where 
the Corporation records 15% of its Electrical sales, also began to recover 
late in the quarter in response to higher commodity prices that have fueled 
an upturn of industrial and commercial construction in that country.

     First-quarter sales of the Electronic OEM segment were $158.0 million, 
7.8% lower than the 1998 period. First-quarter segment earnings were $14.0 
million, or 12.8% lower compared with 1998's first-quarter results. Volume 
decreases in components sold to computer and automotive manufacturers and 
lower prices accounted for the decline. In the quarter the Corporation sold 
$8.7 million of products based on its Metallized Particle Interconnect (MPI) 
technology and shipped the first production quantities of its lithium-polymer 
ion (LPI) battery packs.

     Sales of the Communications segment were $62.4 million, 8.6% lower than 
1998's first-quarter level. Uncertainty among U.S. telecommunications 
customers as a result of industry mergers and depressed foreign economies 
caused the decrease in segment sales. First-quarter segment earnings were 
well below those of 1998's quarter with the decline due primarily to an 
unfavorable shift of sales to lower-margin cable television amplifier 
products and the lower sales to telecommunications customers.

     Other sales in the first quarter totaled $59.3 million, 34.8% above 
1998's first-quarter level. Sales of steel structures rose dramatically 
year-over-year compared with weak prior-year sales as demand from traditional 
utility customers' projects returned to more normal levels and sales of 
wind-generation towers remained strong. Earnings on other sales increased to 
$6.1 million, $5.9 million over 1998's quarter, due to more effective 
capacity utilization and expense control in the manufacture of steel 
structures and heating units.

                                     10
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     Net cash used by operating activities was $23.1 million through the 
first three months of 1999. Accounts receivable rose $38.9 million from 
year-end 1998 primarily as a result of:

     -    temporary increases associated with conversions of the Corporation's
          various financial systems;

     -    payment of volume incentive discounts to customers for their 1998
          purchases, reducing accruals for discounts which are recorded as
          contra assets offsetting gross receivables;

     -    the acquisition of Ocal; and

     -    seasonal build-up of accounts receivable generated by the heating
          business due to its annual pre-season sales program.

     Inventory levels were $18.2 million higher than year-end levels due to 
three factors:

     -    the acquisition of Ocal;

     -    ramp-up for a new product launch; and

     -    safety stock that the Corporation held to avoid customer service
          disruptions as it moved product lines from one plant to another to
          achieve lower manufacturing costs.

     Accounts payable increased $7.6 million during the quarter, reflecting 
additional purchases in support of higher sales and inventory levels.

     Capital expenditures for the first quarter of 1999 totaled $31.4 
million, a decrease of 9.2% versus the same period of 1998. The spending 
decline primarily resulted from lower spending on information systems 
compared with the prior year's high levels. Dividends paid during the three 
months of 1999 totaled $15.9 million for dividends declared in the fourth 
quarter of 1998.

     As of April 4, 1999, marketable securities, cash and equivalents totaled 
$63.7 million, compared with $106.5 million as of January 4, 1999. The cash 
balance was reduced as a result of two factors:

     -    reduced cash balance requirements while still retaining the same tax
          benefits related to funds held in Puerto Rico; and

     -    improved banking and cash management arrangements related to recent
          acquisitions.

     Thomas & Betts maintains a commercial paper program, which is backed by 
$500 million of revolving-credit agreements. At April 4, 1999, $135 million 
of commercial paper was outstanding. Management believes that its external 
financial resources and internally generated funds are sufficient to meet the 
Corporation's immediate short-term capital needs. Longer term, Thomas & Betts 
will continue to finance future acquisitions through issuance of private or 
public debt, common stock, other equity instruments, internally generated 
funds or a combination of those sources.


                                    11

<PAGE>

     On January 5, 1999, the Corporation completed its acquisition of Ocal, 
Inc., a manufacturer of PVC-coated conduit and components for use in 
corrosive industrial environments, for cash of approximately $20 million. 
Ocal's manufacturing facility is located in Mobile, AL.

         In February 1999, the Corporation issued approximately $150 million 
of 10-year medium-term notes at par with a coupon of 6.39%. The Corporation 
used the proceeds from that sale to reduce borrowings under its commercial 
paper program and under uncommitted lines of credit.

OTHER EVENTS

     On January 27, 1999, the Corporation entered into an agreement to 
acquire the outstanding common stock of AFC Cable Systems, Inc. (AFC) in a 
stock-for-stock merger valued at approximately $490 million. AFC is a Rhode 
Island-based manufacturer of electrical and communications products and 
systems for commercial and industrial buildings. The Corporation is hopeful 
that the transaction, which is currently pending before the SEC and is 
subject to approval by the shareholders of both companies, will be completed 
in the first half of 1999. It is expected to be accounted for as a pooling of 
interests.

YEAR-2000 READINESS PROGRAM

     Thomas & Betts is actively engaged in a corporate-wide program to ensure 
its systems and products are Year-2000 compliant. The Year-2000 issue is the 
result of computer programs being written using two digits rather than four 
to define the applicable year. As a result, computer programs that have 
time-sensitive software are at risk to recognize a date using "00" as the 
year 1900 rather than the year 2000. Thomas & Betts is taking steps that it 
believes will ensure no disruption to its operations. In 1997, the 
Corporation began a worldwide-technology upgrade of its order-entry and 
financial-reporting computer systems. As part of that project, Thomas & Betts 
has completed an assessment of its Year-2000 issue and is modifying or 
replacing portions of its software so that its computer systems will function 
properly with respect to dates in the year 2000 and thereafter.

     Thomas & Betts' plan to resolve the Year-2000 issue involves four 
phases: assessment, remediation, testing and implementation. As of September 
1998, Thomas & Betts had completed its assessment of all significant computer 
systems that could be affected by the Year-2000 issue. The assessment 
indicated that many of the Corporation's important information technology 
systems could be affected, and that software used in certain manufacturing 
equipment was at risk. Thomas & Betts is currently in the process of 
correcting those systems and manufacturing equipment that present a risk.


                                    12

<PAGE>

     At April 4, 1999, Thomas & Betts had completed 94% of the remediation 
phase for all non-compliant legacy programs, and expects to complete 
remediation of these programs by July 1, 1999. After completing the 
reprogramming and replacement of software, the Corporation's plans call for 
testing and implementing its information technology systems. Thomas & Betts 
has implemented core order entry, distribution, pricing, plant and financial 
systems that are Year-2000 compliant. The Corporation expects to complete the 
testing phase by July 1, 1999, with all remediated systems fully implemented 
by September 1, 1999.

     With respect to operating equipment, Thomas & Betts had completed an 
assessment of equipment that could be affected by the Year-2000 issue, had 
completed 75% of the remediation phase and had completed 75% of the testing 
of that equipment at April 4, 1999. Once testing is completed, the operating 
equipment will be ready for immediate use. Thomas & Betts expects to complete 
its equipment remediation efforts by July 1, 1999, and testing and 
implementing of all affected equipment by September 1, 1999.

     Thomas & Betts has surveyed its important suppliers, vendors and 
customers, either by mail or telephone, to assess their Year-2000 readiness. 
To date, the Corporation is not aware of any problems within those groups 
that would materially affect results of Thomas & Betts' operations.

     The Corporation is utilizing both internal and external resources to 
reprogram or replace, test and implement the software and operating equipment 
for Year-2000 modifications. As part of the previously mentioned 
worldwide-technology upgrade that began in 1997, the Corporation has been and 
is installing new systems with greatly enhanced functionality that will also 
solve potential Year-2000 problems in those areas. Management anticipates 
that its costs to modify existing software for Year-2000 compliance will 
approximate $2 million, and to date, Thomas & Betts has spent approximately 
75% of that amount on Year-2000 issues.

     Thomas & Betts' plans to complete Year-2000 modifications are based on 
management's best estimates, which were derived utilizing numerous 
assumptions of future events, including the continued availability of certain 
resources and other factors. Estimates of the status of completion and the 
expected completion dates are based on hours expended to date compared to 
total expected hours. However, there can be no guarantee that those estimates 
will be achieved, and actual results could differ materially from those 
anticipated. Specific factors that might cause material differences include, 
but are not limited to, the availability and cost of personnel training in 
this area, and the ability to locate and correct all relevant computer codes 
and similar uncertainties.

     The Corporation has contingency plans to address situations that may 
result if the Corporation is unable to achieve Year-2000 readiness of its 
critical operating systems. Those contingency plans cover the critical order 
processing and distribution systems, as well as plant operating systems. A 
majority of those plans involve redundant systems. For example, the 
Corporation is remediating existing systems in parallel with development of 
Year-2000 compliant replacement systems for order processing and distribution.

     In the event that the Corporation's actions to correct potential Year- 
2000 issues are incomplete and its contingency plans fail, the incorrect 
recognition of the year 2000 by time-sensitive software could result in a 


                                    13

<PAGE>

system failure or miscalculations causing disruptions of operations -- 
including, among other things, a temporary inability to process orders, 
prepare invoices or engage in normal business activities. The Corporation 
expects that any such disruption would be temporary and likely not material, 
as any previously undetected root cause for such disruption could likely be 
identified and fixed in a relatively short period of time. However, if both 
the Corporation's Year-2000 solution and contingency plans fail for a 
critical system for a prolonged period, the impact on the Corporation would 
be material.

     Despite assurances from outside parties of their timely readiness, the 
Corporation cannot ensure that its suppliers, vendors and customers will 
resolve all Year-2000 issues. Given the responses to date from its suppliers, 
vendors and customers, Thomas & Betts believes it is unlikely that a large 
number of them will experience significant problems due to unresolved 
Year-2000 issues. Should such an event occur, the Corporation can adjust its 
order processing cycle to accommodate manual orders from its customers while 
those third parties resolve outstanding issues. Consequently, the failure by 
some parties to complete their Year-2000 readiness process would not likely 
have a material impact on the Corporation. In the event that a large number 
of customers suffer Year- 2000 compliance issues over a prolonged period, the 
impact on the Corporation would be material.

EURO CONVERSION

     On January 1, 1999, 11 of the 15 member countries of the European Union 
established fixed-conversion rates between their existing sovereign 
currencies and the euro, and began a three-and-one-half-year effort to fully 
adopt the euro as their common legal currency.

     Thomas & Betts is continuing to assess the potential impact on the 
Corporation that may result from the euro conversion. In addition to tax and 
accounting considerations, the Corporation is assessing the potential impact 
from the euro conversion in a number of areas, including: (1) the technical 
challenges to adapt information technology and other systems to accommodate 
euro-denominated transactions; (2) the competitive impact of cross-border 
price transparency, which may make it more difficult for businesses to charge 
different prices for the same products on a country-by-country basis; (3) 
the impact on currency exchange costs and currency exchange-rate risks; and 
(4) the impact on existing contracts. Thomas & Betts cannot yet predict the 
anticipated impact of the euro conversion on its operations.


                                    14

<PAGE>


PART II. OTHER INFORMATION

                       THOMAS & BETTS CORPORATION

Item 5. Other Information

     (a)  Forward-Looking Statements May Prove Inaccurate

          This document includes various forward-looking statements about Thomas
          & Betts which are subject to risks and uncertainties. Forward-looking
          statements include information concerning future results of operations
          and cost savings. Statements that contain words such as "believes,"
          "expects," "anticipates," "intends," "estimates" or similar
          expressions are forward-looking statements. These forward-looking
          statements are subject to risks and uncertainties, and many factors
          could affect the future financial results of Thomas & Betts.
          Accordingly, actual results may differ materially from those expressed
          or implied by the forward-looking statements contained in this
          document. For these statements, the Corporation claims the protection
          of the safe harbor for forward-looking statements contained in the
          Private Securities Litigation Reform Act of 1995.

          There are many important factors that could cause actual results to
          differ materially from those in forward-looking statements, some of
          which are beyond the control of Thomas & Betts. These factors include,
          but are not limited to:

          -    Negative economic conditions in the countries where Thomas &
               Betts sells its products which may affect performance;

          -    Materially adverse changes in economic or industry conditions
               generally or in the specific markets served by Thomas & Betts,
               and economic slowdown in the U.S. or economic slowdowns in Thomas
               & Betts' major offshore markets, including Europe (particularly
               Germany and the United Kingdom), Canada, Japan and Taiwan;

          -    Adverse regulatory, environmental, monetary or other governmental
               policies in the U.S. and abroad which could result in currency
               fluctuations -- including fluctuations in the Canadian dollar,
               German mark, Japanese yen, Swiss franc and British pound --
               which, in turn, could adversely affect Thomas & Betts' revenues
               and cost of sales;

          -    Significant changes in any number of governmental policies
               domestically and abroad which could create trade restrictions,
               patent enforcement issues, adverse tax-rate changes and changes
               to tax treatment of items such as tax credits, withholding taxes,
               transfer pricing and other income and expense recognition for tax
               purposes, including changes in taxation on income generated in
               Puerto Rico;


                                    15

<PAGE>


          -    Changes in environmental regulations, including emissions to air,
               discharge to waters and the generation and handling of waste,
               which could impact expectations of remediation expenses, and
               potentially significant expenditures required to comply with
               environmental regulations and policies that may be adopted or
               imposed in the future;

          -    Rapid expansion through acquisitions and joint ventures which may
               result in integration difficulties;

          -    Inflationary pressures which could raise interest rates and
               consequently Thomas & Betts' cost of funds;

          -    Disagreements and changes in its relationships with its joint
               venture partners and changes in financial results from its joint
               ventures and other equity investments, including ventures in
               Taiwan, Japan, Belgium, Egypt and the U.S.;

          -    Strain on management resources and on other resources because of
               continued rapid growth of the Corporation;

          -    Undiscovered liabilities arising from acquired businesses;

          -    Future acquisitions which could result in potentially dilutive
               issuances of equity securities, the incurrence of debt and
               contingent liabilities and amortization expenses related to
               goodwill and other intangible assets, which materially adversely
               affect operating results and financial condition;

          -    Competition which may negatively affect financial performance;

          -    Increased downward pressure on the selling prices for Thomas &
               Betts' products;

          -    Unforeseeable changes in customer demand for various products of
               Thomas & Betts, which could affect Thomas & Betts' overall
               product mix, margins, plant utilization levels and asset
               valuations;

          -    Availability of raw materials (especially steel, copper, zinc,
               aluminum, gold and plastic resins) and significant price
               fluctuations in the cost of raw materials which could adversely
               affect Thomas & Betts' financial results;

          -    Delayed cost-reduction initiatives or unforeseen difficulties in
               completing cost-reduction actions, including disposal of idle
               facilities, geographic shifts of production locations and closure
               of redundant administrative facilities; and

          -    Failure of Year 2000 date-sensitive logic in computer programs
               and equipment within Thomas & Betts or third parties with whom
               Thomas & Betts does business which may disrupt business
               activities and operations.


                                    16

<PAGE>

Item 6. Exhibits and Reports on Form 8-K

         (a)    The following exhibits are filed as part of this form:

                (27.1)       Financial Data Schedule (for SEC use only)
                (27.2)       Financial Data Schedule (for SEC use only)

         (b)    Reports on Form 8-K

                On February 1, 1999, the Corporation filed a current report on
                Form 8-K, Items 5 and 7, announcing that the Corporation had
                entered into a definitive agreement to acquire AFC Cable
                Systems, Inc. in a stock-for-stock merger.

                On February 5, 1999, the Corporation filed a current report on
                Form 8-K, Items 5 and 7, announcing the Corporation's financial
                results for the fiscal year ended January 3, 1999.

                On February 12, 1999, the Corporation filed a current report on
                Form 8-K, Items 5 and 7, announcing that the Corporation's Board
                of Directors amended the Bylaws of the Corporation and filing
                certain documents in connection with the issuance of medium-term
                notes.


                                    17

<PAGE>


                           THOMAS & BETTS CORPORATION

                                   SIGNATURES

     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.

                           THOMAS & BETTS CORPORATION
                                          (Registrant)

DATE:      May 18, 1999         /s/Fred R. Jones
          --------------        --------------------------------------
                                Fred R. Jones
                                Vice President-Chief Financial Officer

DATE:      May 18, 1999         /s/Jerry Kronenberg
          --------------        --------------------------------------------
                                Jerry Kronenberg
                                Vice President-General Counsel and Secretary


                                    18