______________________________________________________________________________
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                                    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 JULY 5, 1998, 
            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 August 12, 1998
       (Title of each Class)                            56,730,919

______________________________________________________________________________
______________________________________________________________________________
<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                         THOMAS & BETTS CORPORATION
                         Consolidated Balance Sheet
                              (In thousands)
                                                     July 5,    December 28,
                                                       1998        1997    
ASSETS                                             (Unaudited)   (Audited)
Current Assets:
  Cash and cash equivalents                        $   21,147    $   45,225
  Marketable securities                                66,268        52,382
  Receivables, net                                    375,917       293,722
  Inventories:                                   
    Finished goods                                    214,283       157,136
    Work-in-process                                    82,120        67,726
    Raw materials                                     139,921       177,739  
                                                      436,324       402,601
  Deferred income taxes                                35,419        43,452
  Prepaid expenses                                     12,289         9,090 
Total Current Assets                                  947,364       846,472
Property, plant and equipment                       1,134,469     1,082,309
  Less accumulated depreciation                       533,080       508,257
    Property, plant and equipment - net               601,389       574,052
Intangible assets - net                               558,556       506,225
Investments in unconsolidated companies               132,520       127,706
Other assets                                           42,406        39,833 
TOTAL ASSETS                                       $2,282,235    $2,094,288  

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Short-term bank borrowings                       $   35,368    $   37,383
  Current maturities of long-term debt                  4,836         5,256
  Accounts payable                                    222,872       226,542
  Accrued liabilities                                 133,219       142,974
  Income taxes                                         36,456        45,678
  Dividends payable                                         -        15,401
Total Current Liabilities                             432,751       473,234
Long-term debt                                        692,284       503,077
Other long-term liabilities                            89,051        92,206
Deferred income taxes                                  24,389        26,467

Shareholders' Equity:
  Common stock                                          5,673       317,143
  Additional paid-in capital                          320,813             -
  Retained earnings                                   733,601       689,280
  Accumulated other comprehensive income               (9,864)       (2,198)
  Unearned compensation                                (6,463)       (4,921)
Total Shareholders' Equity                          1,043,760       999,304 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY         $2,282,235    $2,094,288 

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

See accompanying notes to consolidated financial statements.

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                          THOMAS & BETTS CORPORATION

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

                                   Quarter Ended          Six Months Ended  
                                 July 5,    June 29,     July 5,    June 29,
                                  1998        1997        1998        1997  

Net sales                       $553,318   $581,153    $1,097,974  $1,130,440 

Costs and expenses:

  Cost of sales                  382,682    404,133       763,996     791,488 
  Marketing, general and
    administrative                85,096     89,775       173,208     179,478 
  Research and development        12,060     14,588        24,827      27,133 
  Amortization of intangibles      4,115      4,205         8,497       8,621 
                                 483,953    512,701       970,528   1,006,720 

Earnings from operations          69,365     68,452       127,446     123,720 

Income from unconsolidated
  companies                        6,125      3,158        14,652       6,365 

Other expense - net              (16,605)   (12,492)      (29,461)    (24,253)

Earnings before income taxes      58,885     59,118       112,637     105,832 

Income taxes                      17,342     18,919        33,791      33,937 

Net earnings                    $ 41,543   $ 40,199    $   78,846  $   71,895 


Net earnings per share:
  Basic                         $   0.73   $   0.72    $     1.39  $     1.29 
  Diluted                       $   0.73   $   0.71    $     1.38  $     1.28 

Average shares outstanding: 
  Basic                           56,709     56,159        56,615      55,943 
  Diluted                         57,191     56,516        57,091      56,270 


Cash dividends declared
  per share                     $   0.28   $   0.28    $     0.56    $   0.56 


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.

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                          THOMAS & BETTS CORPORATION
                     Consolidated Statement of Cash Flows
                                (In thousands)
                                 (Unaudited)
                                                          Six Months Ended  
                                                         July 5,    June 29, 
                                                          1998        1997  
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings                                           $ 78,846    $ 71,895 
Adjustments:
  Depreciation and amortization                          48,785      47,508 
  Deferred income taxes                                   6,127         987 
     
  Changes in operating assets and liabilities:
    Receivables                                         (76,243)    (44,419)
    Inventories                                         (32,366)     (5,451)
    Accounts payable                                     (7,746)    (22,870)
    Accrued liabilities                                 (11,607)    (13,963)
    Income taxes payable                                (12,360)       (359)
              Other                                     (15,934)        354 
Net cash provided by (used in) operating activities     (22,498)     33,682 

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of businesses                                 (68,695)    (19,326)
Purchases of property, plant and equipment              (66,985)    (53,382)
Proceeds from sale of property, plant and equipment       4,664       3,469 
Marketable securities acquired                          (25,252)    (10,230)
Proceeds from matured marketable securities              11,585      14,225 
Net cash provided by (used in) investing activities    (144,683)    (65,244)

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in borrowings with
  original maturities less than 90 days                   1,894      20,605 
Proceeds from long-term debt and other
  borrowings                                            199,082     138,610 
Repayment of long-term debt and other
  borrowings                                            (13,288)    (94,276)
Stock options exercised                                   5,621      18,002 
Cash dividends paid                                     (49,926)    (31,371)
Net cash provided by financing activities               143,383      51,570 

EFFECT OF EXCHANGE RATE CHANGES ON CASH                    (280)     (3,473)

Net increase (decrease) in cash and cash
  equivalents                                           (24,078)     16,535 
Cash and cash equivalents at beginning of period         45,225     127,180 
Cash and cash equivalents at end of period             $ 21,147    $143,715 

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.

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<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 
July 5, 1998 and December 28, 1997, and the results of operations and cash 
flows for the three-month and six-month periods ended July 5, 1998 and June 
29, 1997.

     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 28, 1997.  The
results of operations for the periods ended July 5, 1998 and June 29, 1997 
are not necessarily indicative of the operating results for a 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:
                                         Quarter Ended       Six Months Ended 
                                       July 5,   June 29,    July 5, June 29, 
(In thousands except per share data)    1998       1997       1998     1997 

Net earnings                           $41,543   $40,199    $78,846  $71,895

Average shares outstanding              56,709    56,159     56,615   55,943
Basic EPS                              $  0.73   $  0.72    $  1.39  $  1.29

Average shares outstanding              56,709    56,159     56,615   55,943
Plus assumed exercise of 
  stock options                            482       357        476      327
                                        57,191    56,516     57,091   56,270
Diluted EPS                            $  0.73   $  0.71    $  1.38  $  1.28

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


3.   COMPREHENSIVE INCOME

     Total comprehensive income and its components are as follows:

                                        Quarter Ended       Six Months Ended
                                      July 5,   June 29,   July 5,   June 29, 
(In thousands)                         1998       1997      1998       1997 

Net earnings                          $41,543   $40,199    $78,846   $71,895 

Foreign currency translation
  adjustments                          (6,023)     (891)    (7,783)   (9,566)

Unrealized holding gains (losses)
  on securities                           117       106        117      (141)

Comprehensive income                  $35,637   $39,414    $71,180   $62,188 


4.   ACQUISITIONS

     The Corporation completed three acquisitions during the second quarter 
of 1998 for total consideration of approximately $139.7 million consisting of 
cash and shares of the Corporation's common stock.  Two of the acquisitions 
were accounted for under the purchase method of accounting and one was 
treated as a pooling of interests.  In conjunction with the pooling of 
interests, the Corporation's financial statements have been restated to 
include the results of the acquired entity for all periods presented except
dividends per share which reflect the Corporation's historical per share
amounts.

5.   RESTRUCTURING AND SPECIAL CHARGES

     In July, 1998, the Corporation began implementing expense reduction
programs and accelerated plant and product line relocations to lower-cost
regions.  In conjunction with these actions, the Corporation expects to
record restructuring and special charges totaling $90 million to $110 million 
in the third quarter of 1998.

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<PAGE>

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


RESULTS OF OPERATIONS

     The Corporation had record net earnings and earnings per share for the
quarter ended July 5, 1998.  Second-quarter 1998 net earnings of $41.5 
million rose 3% over prior-year results.  Diluted earnings per share (EPS)
for second quarter 1998 were $0.73, an increase of 3% from second quarter
1997 diluted EPS of $0.71.

     Net earnings for the first six months of 1998 grew 10%, to $78.8 million 
from $71.9 million, and diluted EPS increased to $1.38 per share from $1.28 
per share, compared with the same period of 1997.  The Corporation restated 
results for all periods presented to include the July 2, 1998 acquisition of 
Telecommunications Devices, Inc. (TDI), accounted for as a pooling of 
interests.  Transaction expenses related to that acquisition diluted second 
quarter EPS by $0.02.  Including the $0.02 dilutive effect related to 
transaction expenses incurred, the acquisition had no impact on first-half 
diluted EPS.

     The deconsolidation of certain lines of automotive business, which were 
contributed at year-end 1997 to the Exemplar/Thomas & Betts Electrical 
Systems (ET&B) joint venture, reduced reported net sales for the second 
quarter.  In addition to the deconsolidation, the previously announced, 
planned phase-out of a large automotive platform and $6.9 million of foreign 
currency shifts negatively impacted second-quarter sales.  Adjusting to 
exclude the impact of those items, second-quarter sales increased 1% and 
six-month sales rose 3% from the respective 1997 periods.  Reported net sales 
of $553.3 million, reflecting those same three items, were 5% lower than 
1997's second quarter sales of $581.2 million.  Through six months, 1998 net 
sales totaled $1,098 million, 3% below the same period of 1997 due to the 
events listed above.  Through the first six months of 1998, the Corporation's 
sales outside the U.S. were 25.4% of total sales, compared with 23% last year.

     The Corporation will adopt the provisions of Statement of Financial
Accounting Standard (SFAS) No. 131, "Disclosures about Segments of an
Enterprise and Related Information," at year-end 1998.  Implementation of
SFAS No. 131 will not impact the consolidated financial position or results 
of operations.  Under SFAS No. 131, the Corporation's businesses will be
grouped into segments that are somewhat different from those reported under
the previous accounting standard.  To assist users of its financial
information, the Corporation is including voluntary disclosure of sales for
the reportable segments expected to be used under SFAS No. 131.

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     The following are net sales by proposed segments (in thousands):

                                                               % Change
                                  Quarter Ended                 Increase/
                           July 5, 1998   June 29, 1997         (Decrease)
Net Sales
     Electrical              $263,693        $254,443               4 %
     OEM                      159,095         192,571             (17)%
     Communications            69,643          73,708             ( 6)%
     Other                     60,887          60,431               1 %
     Total                   $553,318        $581,153             ( 5)%



                                                                % Change
                                 Six Months Ended                Increase/    
                          July 5, 1998    June 29, 1997         (Decrease)
Net Sales
     Electrical            $  513,883      $  483,319               6 %
     OEM                      331,798         380,440             (13)%
     Communications           138,125         143,768             ( 4)%
     Other                    114,168         122,913             ( 7)%
     Total                 $1,097,974      $1,130,440             ( 3)%


     The new Electrical segment includes sales of electrical connectors,
components and accessories -- primarily fasteners, fittings, connectors,
boxes and covers, metal framing, grounding and lighting -- to worldwide
customers in industrial, commercial, utility, project and general line
markets.  Sales of this segment were previously reported primarily in the
Electrical Construction and Maintenance Components segment, with the
exception of sales to utility markets that were previously reported in the
Other Products and Components segment.  Sales of this new Electrical segment 
grew 4%, to $263.7 million, in the second quarter versus last year's quarter 
because of volume gains in the U.S. and Europe.

     The OEM segment manufactures and markets electronic connectors and
components for use in high-speed automotive and professional electronics
applications involving miniaturization, surface-mounts, electro-magnetic
interference and multiplexing.  This segment includes the sales of recently
acquired TDI.  Previously, the Corporation reported sales of this segment as 
part of the Electronics/OEM Components segment.  Second-quarter sales of the 
new OEM segment were 1% lower than the 1997 period if results are adjusted 
for sales of certain lines of business contributed to the ET&B joint venture, 
sales related to the phased-out automotive platform and unfavorable currency 
shifts.  On a reported basis, second-quarter segment sales were $159.1 
million, 17% lower year over year.  Sales in the quarter were hurt by weak 
demand from U.S. computer manufacturers, lower prices on connectors sold to 
computer manufacturers worldwide, automotive platform delays and model 
changeovers and the work stoppage at General Motors.

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     The Communications segment manufactures and sells a package of drop-line 
hardware, connectors, fasteners, fiber optics, grounding and accessories for 
use in cable television, telecommunications and data communications network 
applications.  Under the previous reporting structure, we included sales to 
cable television and data communications markets in the Electronics/OEM 
Components segment, and sales to telecommunications customers were accounted 
for in the Other Products and Components segment.  Sales of the 
Communications segment were $69.6 million, 6% below strong prior-year levels, 
due to lower demand for broadband and cable-hardware products sold to cable 
TV system operators worldwide.

     The Corporation cannot classify some of the sales in the aforementioned 
three segments.  These are primarily sales of steel structures for electrical 
transmission and distribution and for power generation and telecommunications 
applications and mechanical products, primarily heating units, for heating 
and ventilation applications.  These sales were previously included in the 
Other Products and Components segment.  Other sales in the second quarter 
totaled $60.9 million, 1% above 1997's level, helped by higher sales of unit 
heaters in Europe.

     Using the segment classifications that the Corporation employed under 
the previous accounting standard, sales of the Electrical Construction and
Maintenance Components increased 2% and 6% year over year in the second 
quarter and first half, respectively.  Sales of the Other Products and
Components segment were 5% higher in the quarter, but flat on a year-to-date 
basis, compared with the same 1997 periods.  Electronics/OEM Components 
segment sales decreased 16% and 11% in the quarter and first six months, 
versus the respective prior-year periods.

     Both gross margin and operating margin improved year over year as a 
result of actions to lower manufacturing costs and reduce overhead expenses.  
The second-quarter 1998 gross margin was 30.8% compared with 1997's 30.5%, 
and 1998's operating margin rose to 12.5%, versus 11.8% in 1997's quarter.

     Earnings from operations in 1998 are not easily comparable to those of
1997 because of the reclassification of earnings from sales contributed to 
the ET&B joint venture.  A year-over-year comparison of the sum of earnings
from operations combined with income from unconsolidated companies provides
comparability because it captures the earnings from sales contributed to the 
ET&B joint venture in both years.  Without adjusting to compensate for the 
reclassification change, second-quarter and first-half 1998 earnings from 
operations rose 1% and 3%, to $69.4 million and $127.4 million, respectively, 
from prior-year periods.  The comparable sum of earnings from operations and 
income from unconsolidated companies for those same periods increased 5% and 
9% year-over-year, to $75.5 million and $142.1 million, respectively. 

     Second-quarter income from unconsolidated companies rose 94% from the
prior year as a result of the inclusion of the ET&B joint venture earnings
and continued strong equity income from the Corporation's investment in

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Leviton.  Other expense-net was $4.1 million higher than last year primarily 
due to $2.0 million of acquisition costs associated with TDI and higher 
interest expense.

     The Corporation now anticipates its tax rate for the year to be 30%,
better than 1997's 31% full-year rate.  The Corporation is enjoying the full 
benefits of tax planning initiatives implemented during 1997 and some 
additional actions taken this year.  The second-quarter 1998 effective income 
tax rate of 29.5% adjusts the year-to-date effective rate to the full-year 
expected rate of 30%.  The second-quarter 1998 rate contrasts with a rate of 
32% in the same quarter of 1997.  The Corporation's effective income tax rate 
was 31% for the full-year 1997, with the rate in the second half of 1997 
adjusted to achieve the 31% overall rate for the full year.


LIQUIDITY AND CAPITAL RESOURCES

     Net cash used in operating activities was $22.5 million through the
first six months of 1998.  Accounts receivable increased from year-end 1997 
as a result of sales volume increases, acquisitions and an extension of 
longer terms to selected customers.  Inventory levels were higher than 
year-end levels to accommodate both higher sales volumes and new product 
introductions and to provide additional safety stock as the Corporation moved 
product lines from one plant to another to achieve lower manufacturing costs.

     Capital expenditures for the first six months totaled $64 million, an
increase of 25% versus the same period of 1997.  In part, the higher spending 
was due to incremental spending on enhanced information systems.  Dividends 
paid during the first half of 1998 totaled $50 million for dividends declared 
in the fourth quarter of 1997 and in the first and second quarters of 1998.

     As of July 5, 1998, marketable securities, cash and equivalents totaled 
$87.4 million, compared with $97.6 million as of December 28, 1997.  On 
July 1, 1998, the Corporation entered into a $300 million five-year revolving 
credit agreement and a $200 million one-year revolving credit agreement with 
a group of foreign and domestic banks.  These agreements replaced an existing 
$500 million revolving credit agreement which would have expired on March 29, 
2000.  As of July 5, 1998, $109 million of commercial paper was outstanding, 
which was backed by the revolving credit facilities.

     The Corporation has access to over $275 million of funds under 
uncommitted credit lines with a variety of banks.  Uncommitted borrowings
under these lines totaled $95 million at July 5, 1998.  The Corporation also 
has a number of smaller committed and uncommitted credit facilities to 
provide funding for its international operations.

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     In May 1998, the Corporation issued $115 million of 10-year medium-term 
notes at 99.75% of par with a coupon of 6.625%.  The Corporation used the 
proceeds from that sale to reduce borrowings under its commercial paper 
program and under uncommitted lines of credit.

     The Corporation believes that its financial resources are sufficient to 
meet financing needs for the foreseeable future.

     During the second quarter, the Corporation completed three acquisitions:

          W.J. Furse & Co. Limited, a European manufacturer of grounding and 
          lightning protection systems, spring steel fasteners and electronic 
          surge protection devices, on May 20;

          Dark To Light, Inc., a manufacturer of high-performance twist-lock 
          electronic photo controls, on June 9;

          TDI, a manufacturer of battery packs for mobile electronics, on
          July 2.  The Corporation issued 1,460,954 shares of common stock to 
          acquire TDI.

     On July 30, 1998, the Corporation began implementing expense-reduction
programs and accelerating plant relocations to lower-cost regions.  The
Corporation expects those actions to result in restructuring and other 
special charges of approximately $90-$110 million in 1998's third quarter and 
additional project costs over the next six quarters totaling approximately 
one-third of the restructuring and special charges.  The actions are being 
taken as a result of receiving mixed signals regarding the state of the 
Corporation's markets and management's desire to approach the future 
conservatively.  The Corporation expects to realize savings from these 
actions at an annualized rate in excess of $50 million by year-end 1999.  The 
efforts are meant to enhance the Corporation's performance independent of 
what happens in its markets in the near term.

     As part of its restructuring plans, the Corporation will close several
plants, moving production from those facilities to existing Thomas & Betts
plants.  Plants to be closed include those in Cleveland, Ohio; Tempe, 
Arizona; Tulsa, Oklahoma; and Windsor, Ontario.  The Corporation expects to
complete those consolidations by year-end 1998.

     Additionally, the Corporation will relocate selected product lines from 
facilities in Bainbridge, Georgia; Lisle, Illinois; and Sanford, Maine.  
Relocation of certain product lines at the Corporation's Athens, Tennessee, 
plant are also contemplated, subject, where required, to discussions with the 
union there.

     The Corporation also began implementing expense reduction plans in sales 
and marketing and administrative functions.  Early retirement programs, 
decreased use of temporary employees and other personnel reductions are 
expected to lower salary expense by over 10% in those areas.

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<PAGE>

OTHER

     In 1998, the Financial Accounting Standards Board issued Statement No.
133, "Accounting for Derivative Instruments and Hedging Activities." 
Statement No. 133 will require the recognition at fair value of all 
derivatives as either assets or liabilities in the Consolidated Balance 
Sheet.  Under certain conditions, a derivative can be designated as a hedge
allowing the deferral of fair value gains or losses until the offsetting 
gains or losses on the hedged item are recognized.  At times the Corporation 
enters into derivative instruments to hedge risks associated with 
foreign-currency and commodity fluctuations.  Statement No. 133 is effective 
for the first quarter of 2000.  Although the Corporation has not completed 
its final evaluation of the effects of the new statement, it does not 
currently believe that adoption will have a material effect on its future 
results of operations or financial position.

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PART II.  OTHER INFORMATION 

                          THOMAS & BETTS CORPORATION
                                           

Item 2.  Changes in Securities

              Recent Sales of Unregistered Securities

              On July 2, 1998, the Corporation issued 1,460,954 shares of the 
              Corporation's common stock to individuals who were former 
              owners of Telecommunications Devices, Inc., acquired by the
              Corporation in a pooling of interests.  The shares represented
              the purchase price and were not registered by the Corporation
              under the Securities Act of 1933 as of July 5, 1998.

              On August 14, 1998, the Corporation filed a Registration 
              Statement on Form S-3 to register $600 million of the 
              Corporation's debt securities, common stock and preferred 
              stock.  It is anticipated that any proceeds from the sale of
              any of the securities registered in this filing will be added 
              to the general funds of the Corporation and used for general
              corporate purposes.


Item 4.  Submission of Matters to a Vote of Security Holders

         The matters which were voted upon at the Annual Meeting of 
         Shareholders held on May 6, 1998, and the results of the voting are 
         set forth below:

         1. Nominees for Director            For                   Withheld  

            Ernest H. Drew                50,336,787                296,612
            T. Kevin Dunnigan             50,329,680                303,719
            Jeananne K. Hauswald          50,338,736                294,663
            Thomas W. Jones               50,339,528                293,871
            Ronald B. Kalich, Sr.         50,224,441                408,958
            Robert A. Kenkel              50,334,689                298,710
            Kenneth R. Masterson          50,334,506                298,893
            Thomas C. McDermott           50,338,653                294,746
            Clyde R. Moore                50,326,187                307,212
            Jean-Paul Richard             50,335,778                297,621
            Jerre L. Stead                50,224,063                409,336
            William H. Waltrip            50,334,165                299,234


         2. A proposal to amend the Charter to increase the number of
            authorized shares of (i) Common Stock from 80,000,000 shares to 
            250,000,000 shares and (ii) Preferred Stock from 500,000 shares 
            to 1,000,000 shares and to change the par value of the Common 
            Stock and Preferred Stock from "no par value" to "$.10 par value" 
            received 25,463,987 votes for and 21,497,002 votes against, with 
            150,967 abstentions and 3,521,443 broker non-votes.

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         3. A proposal to ratify the appointment of KPMG Peat Marwick LLP as 
            independent public accountants received 50,537,385 votes for and 
            31,686 votes against, with 64,328 abstentions.


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 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 products of the Corporation
         that could affect its overall product mix, margins, plant 
         utilization levels and asset valuations; economic slowdown in the
         U.S. (contrary to the Corporation's expectations of favorable
         economic conditions throughout 1998) or economic slowdowns in the
         Corporation'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,
         including fluctuations in the Canadian dollar, German mark, Japanese 
         yen, Swiss franc and U.K. pound; inflationary pressures which could 
         raise interest rates and consequently the Corporation's cost of 
         funds; unforeseen difficulties in completing identified 
         restructuring actions initiated in 1996 in connection with the Augat 
         merger, including disposal of idle facilities, geographic shifts of 
         production locations and closure of redundant administrative 
         facilities; unforeseen difficulties implementing identified 
         restructuring actions commenced in the third quarter of 1998; 
         unforeseen problems in the Corporation's computer systems and from 
         third parties with whom the Corporation deals on financial 
         transactions, specifically those related to "Year 2000" 
         date-recognition ability in time-sensitive software; availability
         and pricing of commodities and materials needed for production of
         the Corporation's products, including steel, copper, zinc, aluminum, 
         gold and plastic resins; increased downward pressure on selling 
         
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         prices for the Corporation's products; unforeseen difficulties 
         arising from the integration of acquired businesses with the 
         Corporation's operations; changes in financial results of, or 
         possibly the relationships with, the Corporation's joint ventures 
         and other 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, adverse 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.


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 May 7, 1998, the Corporation filed a current report on Form 8-K, 
         Items 5 and 7, in connection with the issuance of medium-term notes.

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                           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:    August 19, 1998         /s/Fred R. Jones
                                 Fred R. Jones
                                 Vice President-Finance and Treasurer


DATE:    August 19, 1998         /s/Jerry Kronenberg                         
                                 Jerry Kronenberg
                                 Vice President-General Counsel and Secretary