<PAGE>
                          UNITED STATES 
                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549
                            FORM 10-Q


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE      
     SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended      September 29, 1996           
                                OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to                   



Commission file number                 1-4682                    


                    THOMAS & BETTS CORPORATION                    
      (Exact name of registrant as specified in its charter)

    Tennessee                                   22-1326940       
  (State or other jurisdiction of              (I.R.S. Employer)
   incorporation or organization)             Identification No.)

          1555 Lynnfield Road, Memphis, Tennessee  38119         
  (Address of principal executive offices)       (Zip Code)

                       (901) 682-7766                            
      (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 -No Par Value        40,443,364               
  (Title of each class)(Outstanding at October 31, 1996)

<PAGE>

                      PART I.  FINANCIAL INFORMATION

                        THOMAS & BETTS CORPORATION
                        Consolidated Balance Sheet
                              (In thousands)


<TABLE>
<S>                                          <C>               <C>
                                              Sept. 29,        December 31,
                                                 1996             1995    
ASSETS                                        (Unaudited)       (Audited)
Current Assets:
    Cash and cash equivalents                $   59,884        $   44,411
    Marketable securities                        72,083            60,638
    Receivables, net                            273,035           186,585
    Inventories:
       Finished goods                           118,249           103,328
       Work-in-process                           38,691            31,159
       Raw materials                             99,466            77,373  
                                                256,406           211,860
    Deferred income taxes                        15,689            19,486
    Prepaid expenses                              8,038             4,635 
Total Current Assets                            685,135           527,615

    Property, plant and equipment, at cost      706,970           615,444
     less accumulated depreciation              299,773           277,263
    Net property, plant and equipment           407,197           338,181
    Intangible assets - net                     457,746           314,423
    Investments and other assets                 98,183            79,163 

TOTAL ASSETS                                 $1,648,261        $1,259,382  

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
    Short-term bank borrowings               $   45,091        $   27,518
    Current maturities of long-term debt         12,979            19,840
    Accounts payable                            123,073           110,462
    Accrued liabilities                         119,970            99,180
    Income taxes                                 14,107            14,700
    Dividends payable                            11,307            11,221
Total Current Liabilities                       326,527           282,921

Long-term debt                                  586,288           327,812
Other long-term liabilities                      88,748            35,510
Deferred income taxes                             4,375            12,565

Shareholders' Equity:
    Common stock                                193,894            20,086
    Additional paid-in capital                        -           167,015
    Retained earnings                           446,720           411,984
    Unrealized gain on marketable securities        577               786
    Foreign currency translation adjustment       1,132             3,997
    Cost of treasury stock                            -            (3,294)
Total Shareholders' Equity                      642,323           600,574 

TOTAL LIABILITIES AND
    SHAREHOLDERS' EQUITY                     $1,648,261        $1,259,382 

See accompanying notes to consolidated financial statements. 
</TABLE>


<PAGE>

                        THOMAS & BETTS CORPORATION

<TABLE>
                     Consolidated Statement of Earnings
                    (In thousands except per share data)
                                (Unaudited)

<S>                                <C>        <C>         <C>        <C>
                                   Quarter Ended          Nine Months Ended  
                                   Sept. 29,   Oct. 1,    Sept. 29,   Oct. 1,
                                      1996      1995        1996       1995  

Net sales                          $351,211   $298,305    $1,042,288 $896,935

Costs and expenses:

 Cost of sales                      235,632    201,356       703,240  608,945
 Marketing, general 
   and administrative                59,978     54,272       183,764  162,328
 Research and development             6,807      5,756        21,361   17,251
 Amortization of intangibles          3,335      2,469        10,048    7,457
                                    305,752    263,853       918,413  795,981

Earnings from operations             45,459     34,452       123,875  100,954

Other expense - net                   7,332      4,461        20,848   15,994

Earnings before income taxes         38,127     29,991       103,027   84,960

Income taxes                         12,305      8,728        34,359   27,350

Net earnings                        $25,822    $21,263      $ 68,668 $ 57,610

Share data:

  Net earnings                      $  0.64    $  0.53      $   1.70 $   1.44

  Cash dividends declared           $  0.28    $  0.28      $   0.84 $   0.84

Average shares outstanding           40,412     39,973        40,300   39,934


See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>
                         THOMAS & BETTS CORPORATION
                    Consolidated Statement of Cash Flows
                               (In thousands)
                                (Unaudited)
<TABLE>
<S>                                                     <C>         <C>
                                                         Nine Months Ended
                                                         Sept. 29,   Oct. 1, 
                                                           1996       1995  
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings                                            $   68,668  $ 57,610 
Adjustments:
   Depreciation and amortization                            52,312    42,956
   Deferred income taxes                                     6,005     9,403  
   Changes in operating assets and liabilities:
     Receivables                                           (66,784)  (25,334) 
     Inventories                                           (16,827)  ( 9,738) 
     Accounts payable                                          496   ( 9,743)
     Accrued liabilities                                   (11,471)  (20,143) 
     Income taxes payable                                  (   843)  (   792)
     Other                                                   1,725     1,284 
Net cash provided by (used in) operating activities         33,281    45,503

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of businesses                                    (221,888)  (11,782)
Purchases of property, plant and equipment                ( 54,579)  (61,663)
Proceeds from sale of property, plant,
   equipment and businesses                                 31,082     1,237
Marketable securities acquired                            ( 26,636)  (26,701)
Proceeds from matured marketable securities                 14,836    34,728
Proceeds from sale of product line                               -     4,900  
Other                                                            -   (   669)
Net cash provided by (used in) investing activities       (257,185)  (59,950)

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in borrowing with
   original maturities less than 90 days                     9,702    26,804
Proceeds from long-term debt and other borrowings          344,195    14,567
Repayment of long-term debt and other borrowings         (  83,224) (  9,474) 
Stock options exercised                                      5,747     1,936  
Cash dividends paid                                      (  33,805) ( 32,974) 
Net cash provided by (used in) financing activities        242,615       859

EFFECT OF EXCHANGE RATE CHANGES ON CASH                  (   3,238) (  2,968)

Net increase (decrease) in cash and cash
   equivalents                                              15,473  ( 16,556) 
Cash and cash equivalents at beginning of period            44,411    69,671 
Cash and cash equivalents at end of period                $ 59,884  $ 53,115 

Cash payments for interest                                $ 30,945  $ 23,304 
Cash payments for taxes                                   $ 34,001  $ 17,927 

See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>

                         THOMAS & BETTS CORPORATION
                 Notes to Consolidated Financial Statements
                                (Unaudited)

1.  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 September 29, 1996 and December 31, 1995, and the results of operations
and cash flows for the three-month and nine-month periods ended September
29, 1996 and October 1, 1995.

2.  Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted.  It is suggested that
these consolidated financial statements be read in conjunction with the
financial statements and notes thereto included in the Corporation's Annual
Report to Shareholders for the fiscal year ended December 31, 1995.  The
results of operations for the periods ended September 29, 1996 and October
1, 1995 are not necessarily indicative of the operating results for the
full year. 
             
3.  Earnings per Share:  Earnings per share is computed by dividing net
earnings by the weighted average number of shares of common stock
outstanding during the reporting period. The effect on earnings per share
resulting from the assumed exercise of outstanding stock options is not
material.  

4.  Common Stock Split:  All share and per share amounts reflect a two-for-
one stock split distributed April 9, 1996.

5.  Acquisitions and Divestitures:  On January 2, 1996 the Corporation
acquired all the outstanding stock of Amerace Corporation.  Amerace is a
manufacturer of electrical products for utility and industrial markets; its
most significant products are underground power and distribution connectors
sold under its Elastimold brand name.  This acquisition was accounted for
using the purchase method of accounting.  The aggregate purchase price has
been allocated to the acquired assets of Amerace based on their respective
fair values with the excess of approximately $150 million allocated to
goodwill.  The goodwill is being amortized on a straight-line basis over 40
years.  Results of operations of Amerace after the acquisition date are
included in the Consolidated Statement of Earnings.  If the acquisition and
its financing had occurred on January 2, 1995, management estimates that on
an unaudited pro forma basis, net sales, net earnings and net earnings per
share would have been $337.4 million, $21.5 million and $0.54,
respectively, for the third quarter ended October 1, 1995, and $1,015.8
million, $62.3 million and $1.56 per share, respectively, for the nine
months ended October 1, 1995.  These pro forma results have been prepared
for comparative purposes only and are not necessarily indicative of the
combined results of operations which would have resulted had the
acquisition taken place on January 2, 1995, nor are they necessarily 
indicative of results of operations for any future period.


<PAGE>
     The total cash outlay for the purchase of Amerace and three additional
businesses acquired in the first nine months of 1996, all of which were
accounted for using the purchase method, was $221.9 million (reduced in the
third quarter through post-closing adjustments of $8.0 million) plus 57,714
shares of the Corporation's common stock. 

     On May 14, 1996 the Corporation sold most of the assets of the Hendrix
Wire & Cable business of Amerace Corporation to a member of The Marmon
Group.  No gain or loss was incurred as a result of this sale.

6.  Reincorporation:  On May 1, 1996 the shareholders approved a proposal
to change the Corporation's state of incorporation from New Jersey to
Tennessee. The reincorporation became effective May 2, 1996, and at that
time each outstanding share of the Corporation's Common Stock, par value of
$0.50, was converted into one share of Common Stock, no par value.  The
Tennessee Business Corporation Act requires shares repurchased by a
corporation be returned to the status of authorized but unissued shares. 
Accordingly, the shares of Common Stock previously held in treasury by the
Corporation were canceled.  There was no change in total shareholders'
equity as a result of the elimination of par value and treasury stock.

7.  Poolings:  The Corporation's 1995 financial statements have been
restated to include the results of E. K. Campbell Company, a July 1995
acquisition, and Catamount Manufacturing, Inc., an October 1995
acquisition, both accounted for using the pooling of interests method of
accounting.

8.  Reclassification: In 1996, outbound freight expense has been classified
as a reduction of sales to conform the Corporation's presentation method to
one that is more prevalent in its industry. Corresponding 1995 amounts
previously classified as "marketing, general and administrative expenses"
have been reclassified to conform to the 1996 method of presentation.  

9.  SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed Of":  Effective January 1, 1996, the
Corporation adopted the provisions of Statement of Financial Accounting
Standards (SFAS) No. 121. This Statement requires that long-lived assets
and certain identifiable intangibles be reviewed for impairment whenever
events or circumstances indicate that the carrying amount of these assets
may not be recoverable. The effects of adopting this standard were not
significant.

10.  SFAS No. 123, "Accounting for Stock-Based Compensation":  The
Corporation elected to continue to account for its stock-based compensation
to employees using the intrinsic-value-based method prescribed by
Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock
Issued to Employees," rather than the fair-value-based method defined by
SFAS No. 123. 


<PAGE>

11.  Subsequent Event: On October 7, 1996 the Corporation entered into a
merger agreement with Augat Inc. ("Augat") pursuant to which Augat will
become a wholly owned subsidiary of the Corporation and pursuant to which
the stockholders of Augat will receive shares of common stock of the
Corporation, in exchange for their shares of Augat common stock.  Augat,
headquartered in Mansfield, Massachusetts, is a manufacturer of electronic
connectors and devices used in markets such as tele-communications,
automotive, information processing and cable television, and had sales of
$534.8 million for the fiscal year ended December 31, 1995.  Under terms of
the merger agreement, the Corporation will exchange 0.68 of a share of its
common stock for each outstanding Augat share.  The above exchange ratio
will be adjusted if the average closing price of the Corporation's common
stock during the 20 trading days ending 3 trading days before Augat's
special meeting of stockholders to approve the merger agreement falls
outside the range of $37.50 to $41.50.  Below an average closing price of
$37.50, the exchange ratio would be increased by dividing $25.50 by the
average closing price.  Above an average closing price of $41.50, the
exchange ratio would be reduced by dividing $28.22 by the average closing
price.  If the average closing price is below $32.00 per share at the
effective time of the merger, the Corporation has the right to terminate
the merger.  The merger is subject to approval by the shareholders of both
companies.  It is structured to be a tax-free exchange for Augat
stockholders, and is  intended to be accounted for as a pooling of
interests.

     Assuming consummation of the merger, the Corporation currently
anticipates recording charges during the fourth quarter ending December 29,
1996 for the following items: (a) merger-related expenses, including the
fees of financial advisors and legal counsel; (b) merger-related
restructuring, including expenses for the integration of operations; (c)
adjustments to accounting estimates for potential liabilities of Augat such
as environmental remediation and related costs, litigation and employee
benefit accruals, based upon the development of additional information
during the fourth quarter; and (d) non-merger-related restructuring and other
expenses which the Corporation may incur if the merger is consummated,
primarily for rationalization of operations.  Such restructuring actions are
anticipated to produce significant future savings and synergies for the 
combined operations of the Corporation and Augat.  The amount of the above 
charges has not yet been determined; however, the Corporation currently
anticipates that such pretax charges will be more than $90 million but less 
than $100 million.  These charges are consistent with estimates developed by 
the Corporation during its due diligence process with Augat prior to
negotiation of the merger.  On an after-tax basis, roughly one-half of these 
charges represent anticipated cash impacts over time. Approximately one-third
of such cash impact is expected to occur in each of 1996 and 1997, 
respectively.  The remaining cash flow impacts will likely be spread over
a number of years.  For example, the environmental portion of the charges, 
which are expected to be less than 7% of the total, includes estimated 
remediation expenses over periods ranging up to 15 years which, in 
accordance with generally accepted accounting principles, are to be 
recognized in the current period.  Otherwise, such environmental remediation 
costs would impact future periods' earnings.  

<PAGE>

                         THOMAS & BETTS CORPORATION
             Management's Discussion and Analysis of Results
                  of Operations and Financial Condition


RESULTS OF OPERATIONS

QUARTERLY COMPARISON

     Thomas and Betts had record sales and earnings for the third quarter
of 1996.  Sales for the third quarter rose 18 percent versus the same
period a year earlier and net earnings increased 21 percent.  Earnings per
share for the quarter were $0.64 compared to $0.53 last year.  

     Worldwide sales of Electrical Construction and Maintenance Components
were 12 percent higher.  Growth in this segment accelerated during the
quarter, benefiting from increased demand and new business.   

     Worldwide sales of Electronic/OEM Components grew 14 percent.  Sales
growth came from the industrial electronics product lines acquired with
Amerace in January, increased sales to the automotive markets worldwide and
the computer peripherals market in Southeast Asia.  Sales were up despite
soft European markets and the effects of a stronger U.S. dollar versus
currencies in Germany and Japan.        

     Sales of Other Products and Components, comprised of the Corporation's
utility, telecommunications and mechanical products, rose 32 percent. 
Sales from Amerace product lines were a major factor, aided by gains from
existing and new products.

     Consolidated gross margin of 32.9 percent was 0.4 percent better than
last year's comparable quarter due to incremental restructuring savings and
lower commodity costs.  Consolidated marketing, general and administrative
expenses as a percent of sales improved to 17.1 percent in the third
quarter as compared to 18.2 percent in the third quarter of 1995 due to
productivity gains in marketing and sales administration realized from the
integration of the Amerace business.  Consolidated research and development
expenses remained level with last year at 1.9 percent of sales. 
Intangibles amortization expense increased $0.9 million versus the third
quarter of 1995 due to the amortization of the goodwill incurred in the
Amerace acquisition.   

     Other expenses increased versus the comparable quarter last year due
to higher interest expense resulting from the Amerace acquisition.  

     The effective tax rate of 32.3 percent for the third quarter is higher
than last year's corresponding rate of 29.1 percent because of last year's
non-recurring benefits relating to the donation of the Corporation's
Elizabeth, NJ facility and a favorable state tax adjustment.

<PAGE>

YEAR-TO-DATE COMPARISON

     Sales for the first nine months of 1996 were up 16 percent versus the
comparable period last year.  Earnings improved 19 percent, and earnings
per share increased to $1.70 from $1.44.  

     Electrical Construction and Maintenance Component segment results
reflect the third quarter's strong performance, particularly in the
commercial markets, as sales were up 7 percent versus the same period last
year.

     Electronic/OEM Components' sales were up 13 percent due to
acquisitions and increases in the worldwide automotive markets and computer
peripherals market in Southeast Asia.

     Sales of Other Products and Components were 36 percent above the
comparable period last year, driven by the inclusion of Amerace products
and increased demand for utility and telecommunication components.

     Consolidated gross margin of 32.5 percent was better than last year's
corresponding 32.1 percent as a result of restructuring cost savings and
lower commodity costs.  Marketing, general and administrative expenses, at
17.6 percent of sales, were reduced from last year's 18.1 percent of sales,
with most of the improvement resulting from productivity gains in sales and
marketing administration related to the Amerace acquisition.  Research and
development expenses increased to 2.0 percent of sales compared to 1.9
percent last year, primarily due to higher spending in the Amerace
businesses.  Intangibles amortization is higher by $2.6 million due to the
amortization of the goodwill incurred in the Amerace acquisition.

     Other expenses increased by $4.9 million due to higher interest
expense resulting from the Amerace acquisition.  

     The effective tax rate of 33.3 percent to date is about one percentage
point higher than last year's corresponding rate because of last year's
non-recurring benefits, as detailed in the third quarter comparison, above. 



LIQUIDITY AND CAPITAL RESOURCES

     The Corporation has access to funds made available under a $500.0
million revolving credit facility which expires in March 2000.  The
Corporation continues to fund its capital and operating needs with cash
flows from operations augmented by borrowing under this credit facility and
from other sources.   

     Net cash flow from operating activities was $33.3 million in the first
nine months reflecting an excess of earnings over increased working capital
investment, primarily in receivables and inventory as a result of sales
growth and ongoing charges to the restructuring reserve.  Capital spending
in the first nine months was $54.6 million for continuing investments in
manufacturing and customer service improvements.  


<PAGE>
     The Amerace, Bowers and other acquisitions required $221.9 million of
cash (financed primarily by long-term borrowings), and dividend payments used
an additional $33.8 million.  Proceeds from the sale of property, plant, 
equipment and businesses provided $31.1 million of cash.


RESTRUCTURING

     Activities related to the $79.0 million restructuring charge taken in
1994 generally proceeded as anticipated during the quarter.  During the
third quarter of 1996, the Corporation expended $2.4 million of the cash
portion of the restructuring reserve primarily for severance and other
employee benefits, and used $4.2 million of the non-cash portion of the
reserve for disposal of assets.  Total charges applied to the restructuring
reserve through the end of the third quarter 1996 were $33.2 million for
cash spending activities and $39.6 million for non-cash activities.

     The $5.6 million portion of the remaining reserve for cash
restructuring activities is for severance and other employee benefits and
for environmental clean-up and carrying costs for closed facilities, and is
expected to be spent during the balance of 1996.  The $0.6 million portion
of the remaining reserve for non-cash restructuring activities is expected
to be consumed during the balance of 1996 to dispose of plant, equipment
and inventory at facilities to be closed or realigned.  Anticipated total
proceeds from these disposals are not expected to be significant.  The
reserves remaining at September 29, 1996 are believed to be adequate for
the purposes for which they were established.  


<PAGE>

PART II.  OTHER INFORMATION 

                         THOMAS & BETTS CORPORATION
                                           

Item 2. Changes in Securities

        See Note 6 regarding a change in state of incorporation from New 
        Jersey to Tennessee effective May 2, 1996.  The modification of 
        the Common Stock from a par value of $0.50 per share to no par 
        value did not affect the rights of the holders of the            
        Corporation's Common Stock.




Item 5. Other Information

        (a) FORWARD-LOOKING STATEMENTS

            Certain statements in this Form 10-Q and in written and oral 
            statements made by the Corporation ("T&B") may constitute 
            "forward-looking statements" within the meaning of Section 27A 
            of the Securities Act of 1933 and Section 21E of the Securities 
            Exchange Act of 1934.  The words "believe," "expect" and 
            "anticipate" and similar expressions identify forward-looking 
            statements.  Although these  statements reflect the Corporation's
            current views with respect to future events and financial 
            performance, they are subject to many uncertainties and factors 
            relating to the Corporation's operations and business environment 
            which may cause the actual results of the Corporation to be 
            materially different from any future results expressed or implied
            by such forward-looking statements.

            Examples of such uncertainties include, but are not limited to: 
            changes in customer demand for various T&B products that could
            affect its overall product mix, margins, plant utilization levels
            and asset valuations; economic slowdown in the U.S. or economic
            slowdowns in T&B's major offshore markets, including Canada,
            Western Europe (particularly Germany and the U.K.), Japan and
            Taiwan; effects of significant changes in monetary and fiscal
            policies in the U.S. and abroad which could result in currency
            fluctuations in the Canadian dollar, German mark, Japanese yen,
            and U.K. pound; inflationary pressures which could raise interest
            rates and consequently T&B's cost of funds; unforeseen
            difficulties in completing identified restructuring actions begun
            in 1994, including disposal of idle facilities, geographic shifts
            of production locations and integration of new distribution
            facilities; availability and pricing of commodities and materials
            needed for production of T&B's products, including steel, copper,
            zinc, aluminum and plastic resins; ability to increase and/or

<PAGE>
            maintain production levels sufficient to meet customer demand;
            increased downward pressure on selling prices for T&B's products;
            unforeseen difficulties arising from the integration of acquired
            businesses with T&B's operations; changes in financial results and
            consequently in equity income from T&B's equity investments in
            Taiwan, Japan, Belgium and the U.S.; changes in environmental
            regulations and policies that could impact projections of
            remediation expenses; significant changes in governmental policies
            domestically and abroad that could create trade restrictions,
            patent enforcement issues, tax rate changes and changes in tax
            treatment of such items 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.  With respect to the anticipated acquisition of
            Augat, such uncertainties include, but are not limited to,
            additional uncertainties such as the risk of non-consummation of
            the acquisition because of, among other reasons, the failure of a
            condition to the acquisition; unforeseen difficulties arising from
            the integration of the businesses of T&B and Augat; failure to
            achieve synergistic results anticipated by combining T&B and Augat
            through consolidation of administrative and marketing staffs,
            rationalization of manufacturing operations and certain insourcing
            opportunities; cancellation of contracts between Augat and large
            OEMs which have a contractual right to terminate either at their
            sole discretion or upon a change of control of Augat; and the loss
            of key Augat personnel due to uncertainties relating to the
            consummation of the Merger.


            The Corporation does not, by making any forward-looking
            statements, undertake any obligation to update them (whether as a
            result of new information, future events or otherwise).           
    

<PAGE>
       (b)  RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<S>                   <C>        <C>      <C>      <C>      <C>      <C>
                      For the
                      Nine Months
                        Ended                 For the Years Ended           
                       Sept. 29, Dec. 31, Jan. 1, Jan. 2, Dec. 31, Dec. 31, 
                        1996      1995     1995    1994     1992     1991 

      Ratio of 
      earnings to 
      fixed 
      charges(1)       3.4x       4.0x     0.96x     2.6x    2.2x     4.3x
</TABLE>
                           
      (1) The ratio of earnings to fixed charges represents the number of 
          times fixed charges are covered by earnings from continuing 
          operations.  For purposes of computing this ratio, earnings consist
          of earnings from continuing operations before income taxes, plus 
          fixed charges less capitalized interest and less undistributed 
          earnings from less-than-50-percent-owned entities.  Fixed     
          charges consist of interest expense and such portion of rental 
          expense which the Corporation estimates to be representative of the
          interest factor attributable to such rental expense.  See Exhibit  
          12.




<PAGE>
Item 6. Exhibits and Reports on Form 8-K

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

    (12) Computation of Ratio of Earnings to Fixed Charges
    (27) Financial Data Schedule (for SEC use only)


    The following exhibits are incorporated by reference in this 
    form:

    (2)           The Agreement and Plan of Merger, attached as 
                  Exhibit A to the Articles of Merger referenced in 
                  Exhibit 3(i),(4).1 below - See Form 8-B filed May 
                  2, 1996.

    (3)(i),(4).1  The Charter of the Registrant and Articles of
                  Merger of Thomas & Betts Corporation, a New Jersey
                  corporation, with and into Thomas & Betts 
                  Tennessee, Inc., a Tennessee corporation, amending 
                  the Charter effective May 2, 1996 - See Form 8-B 
                  filed May 2, 1996.

    (3)(ii),(4).2 The Bylaws of the Registrant - See Form 8-B filed 
                  May 2, 1996.

    (4).3         Supplemental Indenture, dated May 2, 1996, relating
                  to the Indenture dated January 15, 1992 - See
                  Form 8-B filed May 2, 1996.

    (10)          Amendment No. 2, dated May 2, 1996, to the Credit
                  Agreement dated as of March 29, 1995 - See Form 
                  8-B filed May 2, 1996.

(b) Reports on Form 8-K
     
    Form 8-K, dated October 7, 1996, reporting the entering into of
    the Agreement and Plan of Merger among Augat Inc., Thomas & Betts
    Corporation and EG Acquisitions Corp., dated as of October 7,
    1996 and joint press release of the Corporation and Augat Inc.


<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:    November 4, 1996          /s/Fred R. Jones
                                   Fred R. Jones
                                   Vice President-Finance and Treasurer


DATE:    November 4, 1996          /s/Jerry Kronenberg
                                   Jerry Kronenberg
                                   Vice President-General Counsel