<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 OCTOBER 4, 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 November 11, 1998
       (TITLE OF EACH CLASS)                               56,757,978

<PAGE>

_______________________________________________________________________________
_______________________________________________________________________________
PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                          THOMAS & BETTS CORPORATION
                          CONSOLIDATED BALANCE SHEET
                                (IN THOUSANDS)

<TABLE>
<CAPTION>

                                           October 4,    December 28,
                                              1998           1997
                                          ------------   ------------
ASSETS                                    (Unaudited)     (Audited)
<S>                                   <C>              <C>
Current Assets:
 Cash and cash equivalents                $   25,530      $  45,225
 Marketable securities                        60,830         52,382
 Receivables, net                            364,627        293,722
 Inventories:
   Finished goods                            165,275        157,136
   Work-in-process                            81,399         67,726
   Raw materials                             172,973        177,739
                                          ------------   ------------
                                             419,647        402,601
 Deferred income taxes                        70,528         43,452
 Prepaid expenses                             13,226          9,090
                                          ------------   ------------
Total Current Assets                         954,388        846,472
Property, plant and equipment              1,125,448      1,082,309
 Less accumulated depreciation               542,347        508,257
                                          ------------   ------------
   Property, plant and equipment - net       583,101        574,052
Intangible assets - net                      558,560        506,225
Investments in unconsolidated companies      139,701        127,706
Other assets                                  42,698         39,833
                                          ------------   ------------
TOTAL ASSETS                              $2,278,448     $2,094,288
                                          ------------   ------------
                                          ------------   ------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
 Short-term bank borrowings               $   53,100     $   37,383
 Current maturities of long-term debt          4,200          5,256
 Accounts payable                            221,574        226,542
 Accrued liabilities                         177,023        142,974
 Income taxes                                 48,498         45,678
 Dividends payable                            15,846         15,401
                                          ------------   ------------
Total Current Liabilities                    520,241        473,234
Long-term debt                               659,773        503,077
Other long-term liabilities                   90,264         92,206
Deferred income taxes                         20,219         26,467

</TABLE>

2

<PAGE>

<TABLE>
<CAPTION>

Shareholders' Equity:
<S>                                    <C>              <C>
 Common stock                                  5,674        317,143
 Additional paid-in capital                  320,870              -
 Retained earnings                           680,247        689,280
 Accumulated other comprehensive income      (13,451)        (2,198)
 Unearned compensation                       ( 5,389)        (4,921)
                                          ------------   ------------
Total Shareholders' Equity                   987,951        999,304
                                          ------------   ------------
TOTAL LIABILITIES AND
 SHAREHOLDERS' EQUITY                     $2,278,448     $2,094,288
                                          ------------   ------------
                                          ------------   ------------

</TABLE>

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.




3

<PAGE>

                          THOMAS & BETTS CORPORATION

                      CONSOLIDATED STATEMENT OF EARNINGS
                     (IN THOUSANDS EXCEPT PER SHARE DATA)
                                  (UNAUDITED)

<TABLE>
<CAPTION>

                                      Quarter Ended         Nine Months Ended
                                  --------------------   ----------------------
                                   Oct. 4,   Sept. 28,      Oct. 4,   Sept. 28,
                                     1998      1997          1998       1997
                                  --------  ---------    ----------  ----------
<S>                           <C>          <C>        <C>          <C>
Net sales                         $539,945   $553,956    $1,637,919  $1,684,396

Costs and expenses:

 Cost of sales                     408,092    384,844     1,171,598   1,176,332
 Marketing, general and
   administrative                  101,110     83,929       274,920     263,406
 Research and development           11,113     12,848        35,828      39,982
 Amortization of intangibles         4,117      4,285        12,613      12,907
 Provision for restructured
   operations                       62,096       -           62,096        -
                                  --------  ---------    ----------  ----------
                                   586,528    485,906     1,557,055   1,492,627
                                  --------  ---------    ----------  ----------
Earnings (loss) from operations    (46,583)    68,050        80,864     191,769

Income from unconsolidated
 companies                           5,243      3,591        19,895       9,956

Other expense - net                (11,355)   (12,039)      (40,817)    (36,291)
                                  --------  ---------    ----------  ----------
Earnings (loss) before income
 taxes                             (52,695)    59,602        59,942     165,434

Income taxes                       (15,227)    17,370        18,564      51,307
                                  --------  ---------    ----------  ----------
Net earnings (loss)               $(37,468)  $ 42,232    $   41,378  $  114,127
                                  --------  ---------    ----------  ----------
                                  --------  ---------    ----------  ----------



Net earnings (loss) per share:
 Basic                            $  (0.66)  $   0.75    $     0.73  $     2.04
                                  --------  ---------    ----------  ----------
                                  --------  ---------    ----------  ----------
 Diluted                          $  (0.66)  $   0.74    $     0.73  $     2.02
                                  --------  ---------    ----------  ----------
                                  --------  ---------    ----------  ----------
Average shares outstanding:
 Basic                              56,732     56,413        56,650      56,091
                                  --------  ---------    ----------  ----------
                                  --------  ---------    ----------  ----------
 Diluted                            56,896     56,883        57,006      56,475
                                  --------  ---------    ----------  ----------
                                  --------  ---------    ----------  ----------
Cash dividends declared
 per share                            0.28       0.28          0.84        0.84
                                  --------  ---------    ----------  ----------
                                  --------  ---------    ----------  ----------

</TABLE>

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.


4

<PAGE>

                          THOMAS & BETTS CORPORATION
                     CONSOLIDATED STATEMENT OF CASH FLOWS
                                (IN THOUSANDS)
                                  (UNAUDITED)
                                       
<TABLE>
<CAPTION>

                                                        Nine Months Ended
                                                    Oct. 4,       Sept. 28,
                                                      1998          1997
                                                  ----------     -----------
<S>                                           <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings                                      $  41,378      $ 114,127
Adjustments:
  Depreciation and amortization                      71,935         72,244
  Provision for restructured operations              62,096              -
  Accrued provision for special charges              46,393              -
  Income from unconsolidated companies              (19,895)        (9,956)
  Deferred income taxes                             (33,624)        11,531

  Changes in operating assets and liabilities:
    Receivables                                     (65,546)       (65,257)
    Inventories                                     (46,176)       (11,785)
    Accounts payable                                ( 7,836)       (10,492)
    Accrued liabilities                             (17,088)       (42,151)
    Income taxes payable                            (   520)       (10,208)
    Other                                           ( 2,605)         5,017
                                                  ----------     -----------
Net cash provided by operating activities            28,512         53,070
                                                  ----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of businesses                             (75,249)       (19,326)
Purchases of property, plant and equipment          (96,822)       (86,919)
Proceeds from sale of property, plant
  and equipment                                       5,267          5,799
Marketable securities acquired                     ( 27,598)       (63,805)
Proceeds from matured marketable securities          19,371         30,584
                                                  ----------     -----------
Net cash used in investing activities              (175,031)      (133,667)
                                                  ----------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in borrowings with
  original maturities less than 90 days              16,335         16,791
Proceeds from long-term debt and other
  borrowings                                        174,894        164,050
Repayment of long-term debt and other
  borrowings                                        (19,223)      (120,682)
Stock options exercised                               5,678         19,826
Cash dividends paid                                 (49,966)      ( 47,267)
                                                  ----------     -----------
Net cash provided by financing activities           127,718         32,718
                                                  ----------     -----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                (894)      (  3,217)
                                                  ----------     -----------

Net increase (decrease) in cash and cash
  equivalents                                       (19,695)       (51,096)
Cash and cash equivalents at beginning of period     45,225        127,180
                                                  ----------     -----------
Cash and cash equivalents at end of period        $  25,530      $  76,084
                                                  ----------     -----------
                                                  ----------     -----------
</TABLE>

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.


5

<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
October 4, 1998 and December 28, 1997, and the results of operations and cash
flows for the periods ended October 4, 1998 and September 28, 1997.

   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
December 28, 1997.  The results of operations for the periods ended October 4,
1998 and September 28, 1997 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           Nine Months Ended
                                      ----------------------   -----------------------
                                         Oct. 4,   Sept. 28,    Oct. 4,     Sept. 28,
(In thousands except per share data)     1998        1997         1998         1997
                                      ---------    ---------    --------    ---------
<S>                                <C>           <C>         <C>          <C>
Net earnings (loss)                   $(37,468)     $42,232      $41,378     $114,127
                                      ---------    ---------    --------    ---------

Average shares outstanding              56,732       56,413       56,650       56,091
                                      ---------    ---------    --------    ---------
Basic EPS                              $ (0.66)     $  0.75      $  0.73     $   2.04
                                      ---------    ---------    --------    ---------
                                      ---------    ---------    --------    ---------

Average shares outstanding              56,732       56,413       56,650       56,091
Plus assumed exercise of
  stock options                            164          470          356          384
                                      ---------    ---------    --------    ---------
                                        56,896       56,883       57,006       56,475
                                      ---------    ---------    --------    ---------
Diluted EPS                            $ (0.66)     $  0.74      $  0.73     $   2.02
                                      ---------    ---------    --------    ---------
                                      ---------    ---------    --------    ---------

</TABLE>

6

<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         Nine Months Ended
                                    -----------------------    ----------------------
                                      Oct. 4,    Sept. 28,      Oct. 4,     Sept. 28,
(In thousands)                        1998         1997           1998        1997
                                    ----------   ----------    --------    --------- 
<S>                             <C>            <C>         <C>           <C>
Net earnings (loss)                 $(37,468)     $42,232      $41,378      $114,127

Foreign currency translation
  adjustments                         (3,723)      (4,596)     (11,506)      (14,162)

Unrealized holding gains
  on securities                          136          281          253           141
                                    ----------   ----------    --------    --------- 
Comprehensive income (loss)         $(41,055)     $37,917      $30,125      $100,106
                                    ----------   ----------    --------    --------- 
                                    ----------   ----------    --------    --------- 

</TABLE>

4.   ACQUISITIONS

     The Corporation completed eight acquisitions during the first nine months
of 1998 for total consideration of approximately $140 million consisting of
cash and shares of the company's common stock.  Seven 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
company's financial statements have been restated to include the results of the
acquired entity for all periods presented except for dividends per share, which
reflect the company'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 recorded
restructuring and special charges totaling $108.5 million in the third quarter
of 1998 and incurred additional project expenses of $4.3 million.  The
restructuring and special charges included the costs of closing several
facilities, terminating employees at those locations, downsizing administrative
functions, writing down idle facilities and provisions for inventory
obsolescence.  In conjunction with the relocation of manufacturing jobs from
higher-cost areas to lower-cost locations, there will be a net reduction of
approximately 400 jobs, including administrative positions at plants and
corporate headquarters.  The charges were recorded in the statement of earnings
as follows: cost of sales, $30.3 million; marketing, general and
administrative, $16.1 million; and provision for restructured operations, $62.1
million.  The $62.1 million recorded as provision for restructured operations
in the statement of earnings includes a $36.4 million provision for cash
expenditures, primarily for severance benefits and employee termination costs,
and $25.7 million for non-cash losses due to the disposal of property and
equipment associated with the closing of facilities.  The company expects to
complete restructuring actions by year-end 1999.




7

<PAGE>


6.   SUBSEQUENT EVENTS

     On October 7, 1998, Thomas & Betts announced that it had entered into a
definitive agreement to acquire Ocal, Inc. for approximately $20 million in
cash. Ocal manufactures PVC-coated conduit and components for use in corrosive
industrial environments.  Subject to the necessary government approvals, the
transaction is expected to close in early January 1999.

     On November 5, 1998 the Corporation acquired Kaufel Group Ltd.
Approximately 99.5% of all the outstanding Class A and Class B Subordinate
Voting shares of Kaufel stock were tendered pursuant to the company's offer.
The aggregate price including the assumption of outstanding debt was
approximately $160 million.  Kaufel is an international company specializing in
the design, manufacture and distribution of emergency and other lighting
products and systems for the industrial and commercial markets.  The
transaction, which will be accounted for under the purchase method of
accounting, will be recorded during November 1998.


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

RESULTS OF OPERATIONS

     Thomas & Betts Corporation's results for the third quarter 1998 included a
special charge provision and project expenses primarily related to the
company's previously announced cost reduction program. The pretax special
charges provision of $108.5 million provided for closing several facilities,
terminating employees at those locations, downsizing administrative functions
and writing down idle facilities.   In addition to the special charges, Thomas
& Betts incurred $4.3 million of project expenses as it began implementing its
cost reduction plans during the quarter. Together, those expenses had a
negative after-tax impact of $80.1 million, or $1.41 per share on third-quarter
1998 net earnings.  Actions to date netted the company $2.3 million of after-
tax savings in the quarter.  Including the provision and project expenses,
Thomas & Betts reported a net loss for the third quarter of $37.5 million, or
$0.66 per share.  Excluding the provision and project expenses, Thomas & Betts
had net earnings of $42.6 million, or $0.75 per share on a diluted basis.
Those results compare with third-quarter 1997 net earnings of $42.2 million and
diluted earnings per share (EPS) of $0.74. As a result of the special charges,
the company reported net earnings of $41.4 million for the first nine months of
1998 compared with net earnings of $114.1 million in the same period of 1997.
Diluted EPS were $0.73 versus 1997's $2.02 per share.

     Thomas & Betts expects to complete its cost-reduction projects by year-end
1999.  Based on its projected implementation schedule, the company anticipates
a net pretax benefit from the cost reduction program in 1999 of $26 million,
and expects to achieve annual pretax savings of at least $67 million thereafter
based on full implementation of all current plans. Cost reduction actions are
aimed at reducing manufacturing and administrative costs primarily by
consolidating operations and relocating product lines to lower-cost facilities.
Thomas & Betts began its accelerated cost-reduction program after announcing
those plans in late July, and enjoyed savings from those actions in the third
quarter.  The company believes that these plans should create a more
competitive cost structure regardless of market conditions.






8

<PAGE>


     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 third quarter by $21.4
million year-over-year.  In addition to the deconsolidation, the previously
announced, planned phase-out of a large automotive platform that accounted for
$1.8 million of sales in 1997 and $3.6 million of foreign currency shifts
negatively impacted third-quarter sales. Adjusting to exclude the impact of
those items, third-quarter sales increased 2.4% and nine-month sales rose 3.1%
from the respective 1997 periods. Net sales of $539.9 million, including those
same three items, were 2.5% lower than 1997's third-quarter sales of $554
million.  Through nine months, 1998 net sales totaled $1,637.9 million, 2.8%
below prior-year sales of $1,684.4 due to the events listed above.

     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.

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

<TABLE>
<CAPTION>

                                 Quarter Ended              % Change
                          -----------------------------      Increase/
                          Oct. 4, 1998   Sept. 28, 1997     (Decrease)
                           ----------      ----------       ---------
<S>                     <C>              <C>              <C>
Net Sales
     Electrical             $261,950        $249,449           5.0 %
     Electronic OEM          151,294         181,312         (16.6)%
     Communications           63,646          59,794           6.4 %
     Other                    63,055          63,401          (0.5)%
                           ----------      ----------       ---------
     Total                  $539,945        $553,956          (2.5)%



                               Nine Months Ended            % Change
                          -----------------------------      Increase/
                          Oct. 4, 1998   Sept. 28, 1997     (Decrease)
                           ----------      ----------       ---------
Net Sales
     Electrical           $  775,833       $  732,768          5.9 %
     Electronic OEM          483,092          561,752        (14.0)%
     Communications          201,771          203,562         (0.9)%
     Other                   177,223          186,314         (4.9)%
                           ----------      ----------       ---------
      Total               $1,637,919       $1,684,396         (2.8)%
     
     
</TABLE>

     Sales of the Electrical segment, which includes sales of a broad package
of electrical connectors, components and accessories--primarily fasteners,
fittings, connectors, boxes and covers, metal framing, grounding and lighting--
to worldwide customers in industrial, commercial and utility markets, increased
5% to $262 million for the quarter.  Weakening of the Canadian dollar lowered
sales of this segment by 1.3% for the quarter.  Solid demand in utility end
markets, moderate improvement in sales to industrial customers and sales from
acquisitions completed earlier in the 



9

<PAGE>

year accounted for the segment's increase.  For the first nine months of 
1998, Electrical sales grew 5.9% compared with the same 1997 period.

     Third-quarter sales of the Electronic OEM segment were 3.8% lower than 
the 1997 period if results are adjusted for sales contributed to the ET&B 
joint venture and sales related to the phased-out automotive platform.  
Manufacturer and distributor inventory adjustments and related pricing 
pressures depressed sales in the quarter, but higher volumes of mobile 
communications battery pack products offset some of the decline.  On a 
reported basis, third-quarter Electronic OEM sales were $151.3 million, 16.6% 
below 1997's level.  Through nine months, reported Electronic OEM sales were 
14% below the year-earlier period.  The Electronic OEM segment manufactures 
and markets electronic connectors and components for use in high-speed 
professional electronics, mobile communications and automotive applications 
involving miniaturization, surface-mounts, electro-magnetic interference and 
multiplexing.

     Sales of the Communications segment rose 6.4%, to $63.6 million, from 
1997's levels, as dramatic increases in shipments of telecommunications and 
data communications products more than compensated for soft demand from cable 
television customers.  Data communications volume benefited from increased 
sales in Asia, while sales to domestic and international telecommunications 
markets grew on demand for new and innovative products.  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.  
Year-to-date, Communications segment sales totaled $201.8 million, 0.9% below 
the same period of 1997.

     Other sales in the third quarter totaled $63.1 million, equal to 1997's 
level, as higher sales of steel structures offset lower volumes of heating 
products.  Through nine months, other sales declined 4.9% to $177.2 million.

     If the special charges and project expenses are excluded from 
third-quarter results, gross margin improved year over year as a result of 
the company's cost-reduction efforts. The adjusted third-quarter 1998 gross 
margin was 30.8%, compared with 1997's 30.5%.  Including the special charges 
and project expenses, the third-quarter 1998 gross margin was 24.4%.  
Third-quarter 1998's adjusted operating margin was even with 1997's 12.3% 
margin, but a negative 8.6% including the special charges and project 
expenses.

     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 and due to the special charge provision and related 
project expenses.  A year-over-year comparison of the sum of earnings from 
operations before special charges and project expenses 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, third-quarter and 
year-to-date 1998 earnings from operations before special charges and project 
expenses decreased 3% and increased 1%, to $66.2 million and $193.7 million, 
respectively, from prior-year periods.  The comparable sum of earnings from 
operations and income from unconsolidated companies for those same periods 
was unchanged and rose 6% year-over-year, to $71.5 million and $213.6 
million, respectively.




10

<PAGE>

     Third-quarter income from unconsolidated companies rose 46% from the 
prior year as a result of the inclusion of the ET&B joint venture earnings 
and continued strong equity income from the company's investment in 
unconsolidated companies.

     Thomas & Betts now anticipates its tax rate for the full year to be 
slightly less than 30%, better than 1997's 30.5% full-year rate.  Management 
expects a tax rate no higher than 29% for the fourth quarter and 29% for the 
next several years, in the absence of an acquisition or divestiture with 
significantly different tax attributes.  The company is enjoying the full 
benefits of tax planning initiatives implemented during 1997 and some 
additional actions taken this year.

LIQUIDITY AND CAPITAL RESOURCES

     Operating activities during the first nine months of 1998 generated $29 
million in net cash.  Accounts receivable increased from year-end 1997 
primarily as a result of sales volume increases and acquisitions.  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 company moved product lines among plants to lower manufacturing costs 
as part of the cost-reduction efforts initiated in the third quarter.

     Capital expenditures through nine months totaled $96.8 million, an 
increase of 11.4% 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 nine months 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 October 4, 1998, marketable securities, cash and equivalents 
totaled $86.4 million, compared with $97.6 million as of December 28, 1997.  
The company had $44 million of commercial paper outstanding as of October 4, 
1998, which was backed by $500 million of revolving credit facilities with a 
group of domestic and foreign banks.

     Thomas & Betts has access to over $260 million of funds under 
uncommitted credit lines with a variety of banks.  Uncommitted borrowings 
under those lines totaled $129 million on October 4, 1998.  Additionally, the 
company has a number of smaller committed and uncommitted credit facilities 
to provide funding for its international operations.

     Total long-term debt increased approximately $172 million since December 
28, 1997 due primarily to acquisition-related debt and additional working 
capital requirements.  Management believes that its financial resources are 
sufficient to meet financing needs for the foreseeable future.

OTHER EVENTS

     While worldwide economic conditions are difficult, the company continues 
to focus on strategic objectives and progress on many fronts.  During the 
quarter, Thomas & Betts announced two acquisitions that support those 
strategic objectives and made great strides with new products that are adding 
to current earnings and will benefit future results. On September 3, 1998, 
Thomas & Betts acquired the manufacturing assets of the cable television 
(CATV) trap and filter business of Pico Products, Inc., 




11

<PAGE>

which broadened the product lines available to CATV customers.  On July 30, 
1998, the company acquired the assets of Emery Fixtures, Inc., a small 
designer and manufacturer of custom-designed decorative light fixtures and 
poles.

     On October 7, 1998, Thomas & Betts announced that it had entered into a
definitive agreement to acquire Ocal, Inc. for approximately $20 million in
cash. Ocal manufactures PVC-coated conduit and components for use in corrosive
industrial environments.  Subject to the necessary government approvals, the
transaction is expected to close in early January 1999.

     On November 5, 1998, the company acquired Kaufel Group Ltd., a Canadian-
based designer, manufacturer and distributor of emergency and other lighting
products and systems for industrial and commercial uses. With 75% of sales
outside of the U.S., that acquisition furthered the company's strategic thrust
to increase foreign sales and added to the company's extensive product offering
to electrical markets.

     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.  Statement No. 133 is effective for the first quarter of
2000.  At times Thomas & Betts enters into derivative instruments to hedge
risks associated with foreign-currency and commodity fluctuations.  Although
the company 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.


YEAR 2000 ISSUE

     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, any of
Thomas & Betts' computer programs that have time-sensitive software may
recognize a date using "00" as the year 1900 rather than the year 2000.  That
could result in a system failure or miscalculations causing disruptions of
operations, including among other things, a temporary inability to process
orders, prepare invoices or engage in similar normal business activities.

     In 1997, the company 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.
Management believes that with modifications and replacement of existing
software, the Year-2000 issue can be mitigated.  However, if such modifications
and replacements are not made, or are not completed in time, the Year-2000
issue could have a material impact on the company's operations.

     Thomas & Betts' plan to resolve the Year-2000 issue involves four 




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phases: assessment, remediation, testing and implementation.  To date, the 
company has completed its assessment of all material computer systems that 
could be affected by the Year-2000 issue.  The completed assessment indicated 
that many of the company's significant information technology systems could 
be affected. The assessment also indicated that software used in certain 
manufacturing equipment is also at risk.  If not resolved on a timely basis, 
those systems could hamper the company's ability to manufacture and ship 
product from which the company derives a significant portion of its revenues.

     To date, Thomas & Betts is 70% complete on the remediation phase for all 
material systems and expects to complete software programming and replacement 
no later than July 1, 1999.  After completing the reprogramming and 
replacement of software, the company's plans call for testing and 
implementing its information technology systems.  To date, the company has 
completed 70% of its testing and has implemented 60% of its remediated 
systems.  Thomas & Betts 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 has completed an 
assessment of equipment that could be affected by the Year 2000 Issue.  The 
company is 80% complete in the remediation phase of the resolution process. 
Testing of this equipment is currently 60% complete.  Once testing is 
complete, the operating equipment will be ready for immediate use.  The 
company expects to complete its remediation efforts by July 1, 1999.  Testing 
and implementation of affected equipment is expected to be completed by 
September 1, 1999.

     Thomas & Betts has surveyed its important suppliers and vendors, either 
by mail or telephone,  to assess their Year-2000 readiness.  To date, the 
company is not aware of any problems that would materially impact results of 
operations.  However, the company has no means of ensuring that  those 
suppliers and vendors will be Year-2000 ready.  The inability of those 
parties to complete their Year-2000 resolution process would likely have  
material impact on the company.
     
     Thomas & Betts 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 company has been and is installing 
new systems with greatly enhanced functionality that will also solve 
potential Year-2000 problems in those areas.  In addition, Management 
anticipates that its costs to modify existing software for Year-2000 
compliance will be approximately $2 million and to date, the company has 
spent approximately 50% of this 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 on 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 such material 
differences include, but are not limited to, the availability and cost of 
personnel training in this area, the ability to locate and correct all 
relevant computer codes and similar uncertainties.

     Thomas & Betts has not developed a comprehensive contingency plan to
address situations that may result if the company is unable to achieve 



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<PAGE>

Year-2000 readiness of its critical operations.  However, the company has a 
contingency plan which covers the critical order processing and distribution 
systems.  A more comprehensive plan will be developed if it becomes clear 
that the company is not going to achieve its scheduled compliance objectives.

EURO CONVERSION

     On January 1, 1999, 11 of the 15 member countries of the European Union 
are scheduled to establish fixed conversion rates between their existing 
sovereign currencies and the euro.  The participating countries have agreed 
to adopt the euro as their common legal currency on that date.

     Thomas & Betts is assessing the potential impact to the company that may 
result from the euro conversion.  In addition to tax and accounting 
considerations, the company is assessing the potential impact from the euro 
conversion in a number of areas, including the following: (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 risk; and (4) 
the impact on existing contracts.

     The company cannot yet predict the anticipated impact of the euro 
conversion on its operations.

PART II.  OTHER INFORMATION

                          THOMAS & BETTS CORPORATION
                                       

ITEM 2. CHANGES IN SECURITIES

        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 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.  




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<PAGE>

         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 company's expectations of favorable economic conditions
         throughout 1998 and 1999) or economic slowdowns in the Corporation's 
         major offshore markets, including Canada, Western Europe (particularly
         Germany and the U.K.) and Japan; 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 and cost-reduction actions 
         initiated in the third quarter of 1998, including disposal of idle 
         facilities, geographic shifts of production locations and closure of
         redundant administrative facilities; unforeseen problems in the
         Corporation's computer systems and from third parties with whom the 
         Corporation deals in business 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 prices for the Corporation's products; unforeseen 
         difficulties arising from the integration of acquired businesses with
         the Corporation's operations; undiscovered liabilities arising from 
         future acquisitions of businesses; 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:

          (10.1)  Credit Agreement dated July 1, 1998 between registrant and a
                  group of banks.
          
          (10.2)  Credit Agreement dated July 1, 1998 between registrant and a
                  group of banks.





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          (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 July 30, 1998, the company filed a current report on Form 8-K,
          Items 5 and 7, announcing the company's financial results for the
          second fiscal quarter and announcing a special charge provision to be
          recorded in its third fiscal quarter.






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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:   November 17, 1998     /s/Fred R. Jones
        -----------------     -------------------------------------------
                              Fred R. Jones
                              Vice President-Finance and Treasurer


DATE:   November 17, 1998     /s/Jerry Kronenberg
        -----------------     --------------------------------------------
                              Jerry Kronenberg
                              Vice President-General Counsel and Secretary






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