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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    FORM 8-K

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                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                        Date of Report: August 21, 2000
                       (Date of earliest event reported)

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

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<S>                                            <C>
                  TENNESSEE                                       1-4682
       (State or Other Jurisdiction of                   (Commission File Number)
               Incorporation)
</TABLE>

                                   22-1326940
                       (IRS Employer Identification No.)

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<S>                                            <C>
             8155 T&B BOULEVARD
             MEMPHIS, TENNESSEE                                    38125
  (Address of Principal Executive Offices)                      (ZIP Code)
</TABLE>

              Registrant's Telephone Number, Including Area Code:
                                 (901) 252-8000

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ITEM 5.  OTHER EVENTS

    On August 21, 2000, Thomas & Betts Corporation (the "Registrant" and the
"Corporation") provided, by the press release attached as Exhibit 20 to this
report, and incorporated herein by reference, information regarding financial
results for the quarter ended July 2, 2000 and the restatement of certain
previously issued financial statements.

    The press release, and the Corporation's Quarterly Report on Form 10-Q for
the fiscal quarter ended July 2, 2000 (filed August 21, 2000), also contains
disclosure regarding the Corporation's outlook for 2000. The Corporation will be
in a period of transition over the next several quarters as it addresses many
issues affecting its financial and operating performance. Management's goal is
to return the Corporation to sales and earnings levels consistent with its
industry peers by mid to late 2001. After the Corporation completes a review of
its processes, controls and systems and implements required improvements, and
after any necessary adjustments, it is aiming for internal growth in net sales
of 8-10% and in pre-tax earnings of 8%. The Corporation has also set a goal of
improving its working capital by $200 million by the second half of next year.

    In previous announcements, the Corporation indicated that a portion of the
proceeds from the sale of its Electronic OEM business during the second fiscal
quarter may be used to buyback shares of the Corporation's common stock. At this
time, the Corporation will not initiate a stock buy-back program. For a complete
discussion of the use of the sale proceeds, please see and the Corporation's
Quarterly Report on Form 10-Q for the fiscal quarter ended July 2, 2000.

    Actual results may differ materially from those expressed or implied by the
forward-looking statements contained in this report. For those statements, the
Corporation claims the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

    20  Press Release of the Registrant dated August 21, 2000.

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                                   SIGNATURE

    Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

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<S>                                                    <C>  <C>
                                                       THOMAS & BETTS CORPORATION
                                                       (Registrant)

                                                       By:  /s/ JOHN P. MURPHY
                                                            -----------------------------------------
                                                            John P. Murphy
                                                            Title: Senior Vice President--
                                                                 Chief Financial Officer
</TABLE>

Date: August 21, 2000

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                                 EXHIBIT INDEX

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<CAPTION>
       EXHIBIT          DESCRIPTION OF EXHIBITS
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<C>                     <S>
         20             Press Release of Registrant dated August 21, 2000.
</TABLE>

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