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                                                                  Exhibit 9.06

                                  IRREVOCABLE PROXY   


         I, the undersigned, pursuant to Section 212 of the Delaware General 
Corporation Law, hereby irrevocably appoint  BESSEMER HOLDINGS, L.P. ("BH"), 
a Delaware limited partnership, as attorney and proxy for the undersigned, to 
vote, and to express written consent to any corporate action with respect to, 
the total number of shares of Class A Common Stock, par value $0.01 per 
share, of BCP/Essex Holdings Inc., a Delaware corporation ("BCP Holdings"), 
currently owned by the undersigned, and any shares of capital stock of BCP 
Holdings acquired by the undersigned from time to time subsequent to the date 
hereof (collectively, the "Shares"); to take action by written consent and to 
attend any and all meetings, and adjournments thereof, of the stockholders of 
BCP Holdings called for any purpose; and to represent and otherwise to act 
for the undersigned in the same manner and with the same effect as if such 
action were taken by the undersigned.

         The foregoing notwithstanding, the rights to exercise any and all 
voting and consensual rights and powers accruing to the owner of the Shares 
shall remain with the undersigned with respect to (i) the sale or merger of 
BCP Holdings or Essex Group, Inc., a Michigan corporation ("Essex"), (ii) any 
amendment of the Certificate of Incorporation of BCP Holdings that would 
adversely affect the terms of the Shares and (iii) the election of the Board 
of Directors of BCP Holdings in the event that BCP does not include at least 
one member of the management of Essex in its nominees for such Board of 
Directors.

         The undersigned hereby revokes any previous proxies with respect to 
the Shares that are the subject of this irrevocable proxy.  This proxy is 
irrevocable, coupled with an interest and has been granted pursuant to the 
Management Stockholders and Registration Rights Agreement, dated as of 
October 9, 1992, among BH (as successor to Bessemer Capital Partners, L.P.), 
BCP Holdings (as successor to B E Acquisition Corporation), a Delaware 
corporation, and the parties named therein.  The undersigned became a party 
to such agreement pursuant to a Subscription Agreement, dated as of December 
27, 1996, between BCP Holdings and the undersigned. Notwithstanding anything 
to the contrary in the foregoing, this proxy shall not be applicable to (and 
shall be deemed revoked as to) Shares otherwise covered by this proxy that 
are sold by the undersigned (other than 

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Shares sold subsequent to any record date for any meeting of stockholders of 
BCP Holdings or any action by stockholders in lieu of a meeting as to which the
undersigned retains voting rights). This proxy shall expire on October 9, 2002.

         The undersigned authorizes the attorney and proxy appointed herein 
to substitute any other person to act hereunder, to revoke any such 
substitution and to file this proxy or any substitution or revocation with 
the Secretary of BCP Holdings.

         IN WITNESS WHEREOF, the undersigned has executed this proxy this      
     day of December, 1996.


                                        ________________________________________
                                        Name:
                                        Address:


    YOUR SIGNATURE TO THIS PROXY FORM SHOULD BE EXACTLY THE SAME AS THE NAME 
IMPRINTED ON YOUR STOCK CERTIFICATE.  PERSONS SIGNING AS EXECUTORS, 
ADMINISTRATORS, TRUSTEES OR IN SIMILAR CAPACITIES SHOULD SO INDICATE, FOR 
JOINT ACCOUNTS, THE NAME OF EACH OWNER MUST BE SIGNED.