UNITED STATES
                             SECURITIES AND EXCHANGE COMMISSION
                                  Washington, D.C. 20549

                                         FORM 10-K
(Mark One)

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required]

For the fiscal year ended December 31, 1997
                              or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required]

For the transition period from             to
                                ___________     ___________            

                             Commission file number   1-10211  
                                                      _______

                              ESSEX INTERNATIONAL INC. 
             ----------------------------------------------------
            (Exact name of registrant as specified in its charter)

         DELAWARE                                          13-3496934
--------------------------------------------------------------------------
(State or other jurisdiction of                        (I.R.S. Employer  
incorporation or organization)                         Identification No.)

1601 WALL STREET, FORT WAYNE, INDIANA                          46802
--------------------------------------------------------------------------
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code:  (219) 461-4000

Securities registered pursuant to Section 12(b) of the Act:

                                                 Name of each exchange on
Title of each class                              which registered

Common stock, $0.01 par value                    New York Stock Exchange
(29,709,812 shares outstanding
as of January 30, 1998)
---------------------------------                -------------------------

The aggregate market value of shares of common stock held by non-
affiliates at January 30, 1998 was $526,299,543.

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.    [ ]

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.          [X ]
Yes    [  ] No


                     DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement prepared for the 1998 Annual Meeting of
Shareholders are incorporated by reference into Part III of this report.

The exhibit index is located on pages 30 through 31. 

<PAGE>
                                  PART I

ITEM 1.  BUSINESS

GENERAL

     Essex International Inc. (the "Company") (formerly known as BCP/Essex
Holdings Inc.) is the holding company of Essex Group, Inc. ("Essex").  The
principal asset of the Company is all of the outstanding common stock of
Essex.  

     In October 1992, the Company was acquired by Bessemer Holdings, L.P.
("BHLP") (an affiliate and successor in interest to Bessemer Capital
Partners, L.P.), certain present and former employees of Essex and other
investors.

     On May 1, 1997, the Company completed its initial public offering
(the "Offering") of 6,546,700 shares of common stock, including 3,546,700
shares sold by existing shareholders.  In connection with the Offering, a
one-for-two reverse stock split and a reclassification of the Company's
two existing classes of common stock into a single class of common stock
occurred.  All common shares and per share amounts have been adjusted to
give effect to the reverse stock split.

     Essex, founded in 1930, is a leading North American developer,
manufacturer and distributor of electrical wire and cable and insulation
products serving over 11,000 customers worldwide in a wide range of
industrial markets from its 28 manufacturing facilities and 38 service
centers located throughout the United States and Canada.  Among the
Company's products are building wire for commercial and residential
construction applications; magnet wire and insulation materials for
electromechanical devices such as motors, transformers and electrical
controls; copper voice and datacom wire; industrial wire for applications
in construction, appliances, recreational vehicles and industrial
facilities; and automotive wire and specialty wiring assemblies for
automobiles and trucks.

PRODUCT LINES

     The following table sets forth for each of the three years in the
period ended December 31, 1997 the dollar amounts and percentages of sales
of each of the Company's major product lines:


<PAGE>
<TABLE>
<CAPTION>

                                              Sales  
                         ---------------------------------------------
                         1995                 1996                1997
                         ----                 ----                ----
                                           (In millions)
<S>                      <C>                  <C>                 <C>
Building wire              406.1              $487.1              $761.7
Magnet wire                388.2               388.8               412.1
Communication wire         177.5               166.8               187.9
Industrial wire             63.4                71.0               121.6
Automotive wire             97.3                91.2                93.9
Other (a)                   69.2               127.1               124.1
                          ------              ------              ------

Total                   $1,201.7            $1,332.0            $1,701.3
                        ========            ========            ========   
 

<CAPTION>

                                     Percentage of Sales
                         ---------------------------------------------
                         1995                 1996                1997
                         ----                 ----                ----
                                           (In millions)

Building wire             34%                  37%                 45%
Magnet wire               32                   29                  24
Communication wire        15                   13                  11
Industrial wire            5                    5                   7
Automotive wire            8                    7                   6
Other (a)                  6                    9                   7
                         ---                  ---                 ---

Total                    100%                 100%                100%

</TABLE>

(a)   Includes sales of third-party manufactured products, including
      electrical insulating products, electric motors, motor repair parts
      and pump seals sold through the Company's distribution business.
<PAGE>
     An overview of each of the Company's product lines is set forth below.

     Building Wire

     Industry.  The Company estimates that domestic building wire industry
sales have grown approximately 20% from 1993 to 1997.  Sales growth in the
building wire industry has resulted primarily from renovation activity, as
well as new nonresidential and residential construction.  For 1997,
approximately two-thirds of industry sales volume was attributable to
renovation activity and one-third to new construction.  Both new
construction and renovation growth are also being affected by the
increased number of circuits and amperage handling capacity needed to
support the increasing demand for electrical services.

     The building wire industry has experienced significant consolidation
in recent years, declining from approximately 28 manufacturers in 1980 to
seven primary manufacturers in 1997.  The Company believes this
consolidation is due primarily to cost efficiencies achieved by the larger
building wire producers as they capitalize on the benefits of vertical
integration and of manufacturing, purchasing and distribution economies of
scale.  The Company believes that it is one of the two leading domestic
manufacturers of building wire.

     Products.  The Company, which began manufacturing building wire in
1933, develops, manufactures and distributes a complete line of building
wire products.  These products include a wide variety of thermoplastic and
thermoset insulated wires for the commercial and industrial construction
markets and service entrance cable, underground feeder wire and
nonmetallic jacketed wire and cable for the residential construction
market.

     Sales and Distribution.  The Company sells its building wire products
nationally through an internal sales force and manufacturers
representatives.  The customer base is large and diverse, consisting
primarily of electrical distributors and consumer product retailers.  The
Company maintains a number of strategically located stocking locations
across the United States and Canada to meet customers' "just-in-time"
inventory needs.  The ultimate end users of the Company's building wire
products are electrical contractors and "do-it-yourself" consumers.

     Magnet Wire

     Industry.  The independent North American supply of magnet wire has
experienced continued growth since 1990 and was, by Company estimates,
approximately 900 million copper equivalent pounds sold in 1997.  Sales
growth in the magnet wire industry is driven by increasing demand for
electrical devices containing motors for the home and automobile, along
with continuing consumer and government pressure for higher energy
efficiency from these devices (energy efficient motors utilize materially
more magnet wire per unit than their traditional counterparts).  Strong
consumer demand for greater numbers of electrical convenience items in
homes, offices and vehicles has resulted in increased sales of household
appliances and increased use of electric motors in vehicles.

     Due to the substantial capital costs associated with magnet wire
production, the importance of quality to original equipment manufacturers,
stringent technological requirements and the cost efficiencies achieved by
larger magnet wire producers, significant industry consolidation has
occurred during the past ten years.  In addition, the percentage of
domestic magnet wire produced by independent magnet wire manufacturers,
such as the Company, has grown as the manufacturing capacity of captive
magnet wire producers (electrical equipment manufacturers who internally
produce their own magnet wire) has declined as a result of outsourcing
over the last several years.  Consequently, through the Company's efforts
to improve its manufacturing capabilities, product development and cost
efficiencies, the Company has successfully capitalized on the market
opportunities presented and positioned itself as one of the two leading
independent domestic producers of magnet wire.

     Products.  The Company offers a comprehensive product line, including
over 500 types of magnet wire used in a wide variety of electromagnetic
devices, such as motors, transformers, control devices, relays, generators
and solenoids.  Such electromagnetic devices are found in industrial,
household and automotive applications.

     Sales and Distribution.  The Company's magnet wire products are sold
to original equipment manufacturers, motor repair shops, coil
manufacturers and independent distributors.  Products are marketed
nationally through an internal sales force and the Company's Essex
Brownell distribution business.  In 1997, approximately three-fourths of
the company's magnet wire sales were to end users and one-fourth to
distributors.

     Communication Wire

     Industry.  The Company focuses on two segments of the copper
communication wire market:  (i) outside plant ("OSP") wire and cable for
voice communication in the local loop segment of telephone networks; and
(ii) datacom premise wire and cable within homes and offices for local
area computer networks ("LANs"), Internet connectivity, and other
applications.  OSP and datacom wire and cable industry sales have grown at
compound annual growth rates of 6% and 12%, respectively, from 1993 to
1997.

     The local loop segment of the telecommunication network connects
homes and offices to the nearest telephone company switch or central
office.  Although other transmission media, such as fiber optic cable, are
extensively used for long distance or trunk lines, copper wire and cable,
with its lower installation cost, improved electronics and ease of repair,
is the most widely used medium for transmission in the local loop, which
comprises approximately 160 million residential and business access lines
across the United States.  As a result of consolidation in the OSP copper
wire industry, total industry capacity has declined and the number of
manufacturers has been reduced.

     Datacom wire and cable is used within buildings to connect
telecommunication devices (telephones, facsimile machines and computer
modems) to the telecommunications network and to establish LANs.  Rapid
technological advances in communication and computer systems have created
increasing demand for greater bandwidth capabilities in data transmission
cable products.  The Company expects demand for enhanced datacom wire
products to increase significantly in the future, particularly as office
buildings are upgraded to accommodate advanced network requirements.  In
addition, the Company believes that demand for multiple residential access
lines will increase as more households install additional lines for
facsimile machines, access to the internet and for home offices. 
Significant capital investments are required by manufacturers in order to
keep pace with the demand for product quality and the rapid pace of
technological change.

     Products.  Although the Company maintains a strong presence in the
OSP market, it continues to shift its focus to the datacom wire and cable
market which provides potentially greater long-term growth opportunities. 
Sales volumes of the Company's datacom wire products have grown at a
compound annual growth rate of 40% since 1992.  Additionally, the Company
recently developed a broad band "extra terrestrial" cable to support new
technologies within the OSP market segment, and an enhanced category five
wire for high-speed LAN applications within the datacom market.

     Sales and Distribution.  While a significant amount of OSP has
historically been sold directly to domestic telephone companies, the
Company has recently focused its sales of both OSP and datacom wire to
domestic and international distributors and representatives who in turn
resell to contractors, international and domestic telephone companies and
private overseas contractors for installation in the industrial,
commercial and residential markets.

     Industrial Wire  

     Industry.  Significant factors influencing industrial wire sales
growth include the construction and expansion of manufacturing plants,
mine expansion and consumer spending for hard goods.  Due to the diversity
of product offerings within this industry, the Company's competition is
fragmented across the product lines and markets served.

     Products.  The Company develops, manufactures and markets a broad
line of industrial wire and cable products including appliance wire, motor
lead wire, submersible pump cable, power cable, bulk flexible cord, power
supply cord sets, welding cable and recreational vehicle wire.

     Sales and Distribution.  The Company sells industrial wire and cable
products primarily to appliance and power tool manufacturers, suppliers of
electrical and electronic original equipment manufacturers, electrical
distributors and welding products distributors.  Industrial wire and
cables are marketed nationally through a combination of a Company sales
force and manufacturers representatives.

     Automotive Wire

     Industry.  The automotive primary wire market has experienced strong
growth over the last decade due to higher production levels of new
vehicles and a significant increase in the installation of electrical
options in vehicles, which deliver increased safety, convenience and
engine performance to the consumer.  These electrical options include
power windows, supplemental restraint systems, digital displays, keyless
entry, traction control, electronic suspension and anti-lock brakes.

     The increasing demand for copper wire content in vehicles has created
strong demand for thinner-gauge wire, which in turn requires significant
manufacturing sophistication.  The Company and its major competitors also
face stringent demands by automotive manufacturers to increase cost
efficiency, thereby increasing the required levels of capital investment
to remain competitive in this industry.

     Products.  The Company's automotive wire products include primary
wire for use in engine and body harnesses, ignition wire, battery cable
and specialty wiring assemblies.  Through a joint venture with Raychem
Corp., the Company has begun to develop a high-temperature resistant,
thinner-gauge automotive wire designed to meet future specialized needs of
the automotive industry.

     Sales and Distribution.  The Company sells automotive wire products
primarily to tier-one motor vehicle manufacturer suppliers.  The Company
has diversified its customer base for automotive wire products through
steadily improving product quality and increased productivity achieved
through continuous process improvements.  Automotive wire products are
marketed through a Company sales force and manufacturers' representatives.

Manufacturing Strategy

     The Company's manufacturing strategy is primarily focused on
maximizing product quality and production efficiencies while maintaining a
high level of vertical integration through internal production of its
principal raw materials: copper rod, magnet wire enamels and extrudable
polymeric compounds.  The Company believes one of its primary cost and
quality advantages in the magnet wire business is the ability to produce
most of its enamel and copper rod requirements internally.  Similarly, the
Company believes its ability to develop and produce PVC and rubber
compounds, which are used as insulation and jacketing materials for many
of its building wire, communication wire, automotive and industrial wire
products, provides competitive advantages because greater control over the
cost and quality of essential components used in production can be
achieved.  These operations are supported by the Company's metallurgical,
chemical and polymer development laboratories.

     Metals Operations

     Copper is the primary component of the Company's overall cost
structure, comprising approximately 56% of the Company's 1997 total cost
of goods sold.  Due to the critical nature of copper to its business, the
Company has centrally organized its metal operations.  Through
centralization, the Company carefully manages its copper procurement,
internal distribution, manufacturing and scrap recycling processes.

     The Company's metals operations are vertically integrated in the
production of copper rod.  The Company believes that only a few of its
competitors are able to match this capability.  The Company manufactures
most of its copper rod requirements and purchases the remainder from
various suppliers.

     Copper Procurement.  In 1997, the Company purchased approximately
365,000 tons of copper, entirely from North American copper producers and
metals merchants.  To ensure a steady supply of copper, the Company
contracts with copper producers and metals merchants.  Most contracts have
a one-year term.  Pricing provisions vary, but are normally based on the
COMEX price, plus a premium to cover transportation and payment terms. 
Additionally, the Company utilizes COMEX fixed price futures contracts to
manage its commodity price risk.  The Company does not hold or issue such
contracts for trading purposes.

     Historically, the Company has had adequate supplies of copper
available to it from producers and merchants, both foreign and domestic. 
Competition from other users of copper has not affected the Company's
ability to meet its copper procurement requirements.  However, no
assurance can be given that the Company will be able to procure adequate
supplies of copper to meet its future needs.

     Copper Rod Production.  The production of copper rod is an essential
part of the Company's manufacturing process and strategy.  By
manufacturing its own rod, the Company is able to maintain greater control
over the cost and quality of this critical raw material.

     The Company's rod production facilities are strategically located
near its major wire producing plants to minimize freight costs.  From its
five continuous casting units, the Company has the capability to produce
approximately 85% of its rod requirements, while purchasing the balance
from external sources.  External rod purchases are used to cover rod
requirements at manufacturing locations where shipping Company-produced
rod is not cost effective and when the Company's rod requirements exceed
its production capacity.

     Copper Scrap Reclamation.  The Company's Metals Processing Center
receives clean, high quality copper scrap from the Company's magnet wire
plants.  Copper scrap is processed in rotary furnaces, which also have
refining capability to remove impurities.  The Company uses a continuous
casting process to convert scrap material directly into copper rod. 
Manufacturing cost economies, particularly in the form of energy savings,
result from this direct conversion technique.  Additionally, management
believes that internal reclamation of scrap copper provides greater
control over the cost to recover the Company's principal manufacturing by-
product.  The Company also, from time to time, obtains magnet wire scrap
from other copper wire producers and processes it along with its
internally generated scrap.

Exports

     Sales of exported goods approximated $55.5 million, $85.8 million and
$107.9 million for the years ended December 31, 1995, 1996 and 1997,
respectively.  Building wire, magnet wire and communication cables are
Essex' primary exports; Canada and Mexico are the largest export markets.

Backlog; Returns

     The Company has no significant order backlog because it follows the
industry practice of producing its products on an ongoing basis to meet
customer demand without significant delay.  The Company believes that the
ability to supply orders in a timely fashion is a competitive factor in
the markets in which it operates.  Historically, returns have had no
material adverse effect on the Company's results of operations.

Competition

     In each of the Company's businesses, the Company experiences
competition from at least one major company.  However, due to the
diversity of the Company's product lines as a whole, no single company
competes with it across the entire spectrum of the Company's product
lines.  Thus, the Company's diversity of products and diversity of end
users insulate it from adverse conditions in any one business unit or any
one product line.  Many of the Company's competitors do not have such
diversity.

     Many of the Company's products are made to industry specifications,
and are therefore essentially fungible with those of competitors. 
Accordingly, in these markets the Company is subject to competition on the
basis of price, delivery time, customer service and its ability to meet
specialty needs.  The Company believes it enjoys strong customer relations
resulting from its long participation in the industry, emphasis placed on
customer service, commitment to quality control, reliability and
substantial production resources.  The Company's distribution networks
enable it to compete effectively with respect to delivery time.  From time
to time, the Company has experienced reduced margins in certain markets
due to unfavorable market conditions.

Environmental Compliance

     The Company does not believe that compliance with environmental laws
and regulations will have a material effect on the level of capital
expenditures of the Company or its business, financial condition, cash
flows or results of operations.  The Company does not currently anticipate
material capital expenditures for environmental control facilities.  No
material expenditures relating to these matters were made in 1995, 1996 or
1997.  In connection with the February 1988 (the "1988 Acquisition")
acquisition of Essex from United Technologies Corporation ("UTC") by the
Company's previous stockholders, and associated Stock Purchase Agreement
with UTC dated January 15, 1988 (the "1988 Acquisition Agreement"), UTC
indemnified the Company with respect to certain environmental liabilities. 
See "Item 3. Legal Proceedings" for further discussion of the Company's
environmental liabilities and the UTC indemnity.

Employees

     As of December 31, 1997 Essex employed approximately 1,700 salaried
and 3,400 hourly employees in 35 states.  Labor unions represent
approximately 50% of the Company's work force.  Collective bargaining
agreements expire at various times between 1998 and 2001 with contracts
covering approximately 34% of the Company's unionized work force due to
expire at various times in 1998.  The Company believes that it will be
able to renegotiate these contracts covering such unionized employees on
terms that will not be materially adverse to it.  However, no assurance
can be given to that effect.  The Company believes that its relations with
both unionized and nonunionized employees have been satisfactory.

ITEM 2.   PROPERTIES

     At December 31, 1997 the Company operated 28 manufacturing facilities
in 16 states.  Except as indicated below, all of the facilities are owned
by the Company, subject to certain liens granted to the lenders pursuant
to the Essex Revolving Credit Agreement (as defined herein) or its
subsidiaries.  The Company believes that its facilities and equipment are
reasonably suited to its needs and are properly maintained and adequately
insured.

     The following table sets forth certain information with respect to
the manufacturing facilities of Essex at December 31, 1997:

<TABLE>
<CAPTION>

                                                       Square
       Operation                Location                Feet
       ---------                --------               ------

<S>                              <C>                    <C>         <C> 
Building Wire                    Anaheim, CA            174,000
                                 Columbia City, IN      400,000
                                 Lithonia, GA           144,000
                                 Pauline, KS            501,000
                                 Sikeston, MO           189,000
                                 Tiffin, OH             260,000

Magnet Wire                      Charlotte, NC           26,000     (Leased)
                                 Fort Wayne, IN         181,000
                                 Franklin, IN            35,000(a)
                                 Franklin, TN           289,000     (Leased)
                                 Kendallville, IN        88,000
                                 Rockford, IL           319,000
                                 Vincennes, IN          267,000

Communication Wire               Chester, SC            218,000
                                 Hoisington, KS         239,000

Industrial Wire                  Florence, AL           129,000
                                 Lafayette, IN          350,000
                                 Pana, IL               110,000
                                 Pawtucket, RI          412,000
                                 Phoenix, AZ             34,000

Automotive Wire                  Kosciusko, MS           90,000(b)
                                 Marion, IN              50,000
                                 Orleans, IN            425,000

Insulation                       Newmarket, NH          132,000
                                 (2 facilities)
                                 Rutland, VT             61,000

Metals Processing                Columbia City, IN       75,000
                                 Jonesboro, IN           56,000

</TABLE>

(a)   The total square footage of the Franklin, IN facility is
      approximately 70,000 of which 35,000 square feet is leased to
      Femco as described in the third succeeding paragraph below.

(b)   Approximately 30,000 square feet is leased.

     In addition to the facilities described in the table above, the
Company owns or leases 38 service centers throughout the United States and
Canada to facilitate the sale and distribution of its products.  The
Company owns and maintains executive and administrative offices in Fort
Wayne, Indiana. 

     The Company believes that its plants are generally adequate to
service the requirements of its customers.  The extent of current
utilization is generally consistent with historical patterns, and, in the
view of management, is satisfactory.  The Company does not view any of its
plants as being underutilized.  Most plants operate on 24 hour-a-day
schedules, on either a five day or seven day per week basis.  During 1997,
the Company's facilities operated at approximately 90% capacity.

     The property in Franklin, Indiana is a magnet wire manufacturing
facility occupied by both the Company and a joint venture between the
Company and the Furukawa Electric Company, LTD., Tokyo, Japan ("Femco"). 
Half of the Franklin, Indiana building is leased to Femco which
manufactures and markets magnet wire with special emphasis on products
required by Japanese manufacturers with production facilities in the
United States.

ITEM 3.  LEGAL PROCEEDINGS

LEGAL AND ENVIRONMENTAL MATTERS

     The Company is engaged in certain routine litigation arising in the
ordinary course of business.  While the outcome of litigation can never be
predicted with certainty the Company does not believe that any of its
existing litigation, either individually or in the aggregate, will have a
material adverse effect upon its business, financial condition, cash flows
or results of operations.

     The Company's operations are subject to environmental laws and
regulations in each of the jurisdictions in which it operates governing,
among other things, emissions into the air, discharges to waters, the use,
handling and disposal of hazardous substances and the investigation and
remediation of soil and groundwater contamination both on-site at Company
facilities and at off-site disposal locations.  On-site contamination at
certain Company facilities is the result of historic disposal activities,
including activities attributable to Company operations and those
occurring prior to the use of a facility by the Company.  Off-site
liability includes clean-up responsibilities at various sites, to be
remedied under federal or state statutes, for which the Company has been
identified by the United States Environmental Protection Agency (the
"EPA") (or the equivalent state agency) as a Potentially Responsible Party
("PRP").  Certain environmental laws have been construed to impose
liability for the entire cost of remediation upon a PRP at a site without
regard to fault or the lawfulness of the disposal activity.

     Once the Company has been named as a PRP, it estimates the extent of
its potential liability based upon its past experience with similar sites
and a number of factors, including, among other things, the number and
financial viability of other identified PRPs, the total anticipated cost
of the remediation and the relative contribution by the Company, in volume
and type, of waste at the site.  Most of the sites for which the Company
is currently named as a PRP are covered by an indemnity (the "general
indemnity") from UTC that was granted in connection with the 1988
Acquisition.  Pursuant to the general indemnity, UTC agreed to indemnify
the Company against losses incurred under any environmental protection and
pollution control laws or resulting from or in connection with damage or
pollution to the environment arising from events, operations or activities
of the Company prior to February 29, 1988, or from conditions or
circumstances existing at or prior to February 29, 1988.  In order to be
covered by the general indemnity, the condition, event, and circumstance
must have been known to UTC prior to February 29, 1988.  The sites covered
by the general indemnity are handled directly by UTC, and all payments
required to be made are paid directly by UTC.  These sites are all mature
sites where allocations have been settled and remediation is well underway
or has been completed.  The Company is not aware of any inability or
refusal on the part of UTC to pay amounts that are owing under the general
indemnity or any disputes between the Company and UTC concerning matters
covered by the general indemnity.

     UTC also provided an additional environmental indemnity, referred to
as the "basket indemnity."  This indemnity relates to liabilities arising
from environmental events, conditions or circumstances existing at or
prior to February 29, 1988, that only became known to UTC in the five-year
period commencing February 29, 1988.  As to such liabilities, the Company
is responsible for the first $4.0 million incurred.  Thereafter, UTC has
agreed to indemnify the Company fully for any liabilities in excess of
$4.0 million.  The Company is currently named as a PRP at three sites
which meet the criteria for the basket indemnity.  Those sites are Fisher
Calo Chemical and Solvents Corporation, Kingsbury, IN ("Fisher Calo");
Organic Chemicals, Inc., Grandville, MI; and USS Lead Refinery Inc., East
Chicago, IL.  Based on records showing very small quantities of material
shipped to Organic Chemicals Inc. and USS Lead Refinery Inc., the Company
has determined that its liability, if any, for these sites will be de
minimis.  At Fisher Calo, the Company entered into a consent decree that
defined its share as 0.25% and established an expected liability of $0.1
million, which has been accrued.  Expenses at these three sites, up to
$4.0 million, will be incurred by the Company rather than UTC, as the
basket has not been exhausted under the basket indemnity.

     In addition, there are five sites where the Company is either named
as a PRP or a defendant in a civil lawsuit which are not covered by the
general indemnity or the basket indemnity.  They are Ascon Landfill,
Huntington Beach, CA; A-1 Disposal Corp., Allegan County, MI; Milford
Mill, Beaver County, UT; Uniontown Landfill, Uniontown, IN; and Daley
Drum, Rockford, IL.  Ascon Landfill was an oil percolation refining
center.  The Company received a request for information from the
California Department of Toxic Substance Control in 1994 and replied that
it has no records linking the Company to the site.  A-1 Disposal Corp.
stored and treated hazardous waste.  The Company was one of a number of
PRPs who entered into a consent decree with the Michigan Department of
Natural Resources to clean the site.  The Company has paid its assessment
for the remediation.  Although the shares and sources of funding for five-
year monitoring expenses have not been established, the Company believes
that its share will be minimal.  The Milford Mill site was a copper mill
used by the Company in the early 1970s.  The Company is one of four PRPs
notified by the EPA.  The EPA conducted a removal action at the site and
incurred $0.2 million in costs, for which it is currently seeking
reimbursement from the PRPs.  The Uniontown Landfill is the subject of a
civil lawsuit in which the Company is one of several defendants sued by
the owner of the landfill to recover alleged site investigation and
groundwater remediation costs.  The Company does not believe that it is
responsible for any disposal at this site and is vigorously defending
itself.  In May 1997 the Company responded to a request for information
from the EPA regarding Daley Drum, a drum disposal and reconditioning site
in operation from 1971 to 1988.  The Company responded that it had no
records showing use of the site but that a few employees at the Company's
Rockford, IL plant recall sending empty drums to the site for
reconditioning.  The extent of the EPA's inquiry and the scope of any
potential remediation at the site is unknown at this time.  The Company
has provided a reserve in the amount of $0.9 million to cover
environmental contingencies.  This accrual is based on management's best
estimate of the Company's exposure in light of relevant available
information,  including the allocations and remedies set forth in
applicable consent decrees, third party estimates of remediation costs,
actual remediation costs incurred, the probable ability of other PRPs to
pay their proportionate share of remediation costs, the conditions at each
site and the number of participating parties.  The Company currently does
not believe that any of the environmental proceedings in which it is
involved and for which it may be liable will individually or in the
aggregate have a material adverse effect upon its business, financial
condition, cash flows or results of operations.  There can be no assurance
that future developments will not alter this conclusion.  None of the
cases described above involves sanctions, fines or administrative
penalties against the Company.

     Since approximately 1990, the Company has been named as a defendant
in a number of product liability lawsuits brought by electricians and
other skilled tradesmen claiming injury from exposure to asbestos found in
electrical wire products produced a number of years ago.  At December 31,
1997, the number of cases pending against the Company was 101, involving
approximately 308 claims.  The Company's strategy is to defend these cases
vigorously.  The Company believes that its liability, if any, in these
matters and the related defense costs will not have a material adverse
effect either individually or in the aggregate upon its business,
financial condition, cash flows or results of operations.  There can be no
assurance, however, that future developments will not alter this
conclusion.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

                                  PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

(a)   Market Information

     The range of the Company's common stock price for the past fiscal
year is as follows:

                                                 1997*
                                      ---------------------------
                                       High                Low
                                      --------           --------

Second Quarter (April 18 - June 30)   $ 28-1/4           $ 17
Third Quarter                           40                 25-1/2
Fourth Quarter                          38-7/8             29

*  The Company began trading on the New York Stock Exchange on April 18,
1997.

(b)   Holders

     At January 30, 1998, there were 29,709,812 shares of common stock
outstanding held by 192 shareholders of record.

(c)   Dividends

     No dividends have been paid by the Company on its common stock in the
prior two fiscal years.  The Board of Directors of the Company may declare
dividends in the future depending upon circumstances existing at the time
of declaration.

     The ability of the Company to pay dividends on its common stock is
dependent upon the ability of Essex to pay dividends, or otherwise loan,
advance or transfer funds, to the Company.  Both the indenture under which
the Essex 10% Senior Notes due 2003 (the "Senior Notes") were issued (the
"Senior Note Indenture") and the Essex revolving credit agreement impose
limitations on the ability of Essex to pay dividends or make other
payments to the Company.  See  "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations-Liquidity,
Capital Resources and Financial Condition."

<PAGE>
ITEM 6.  SELECTED FINANCIAL DATA

     The following table presents summary selected historical consolidated
financial data of the Company as of and for each of the five years ended
December 31, 1997.

<TABLE>
<CAPTION>

                                                  Years Ended December 31,
                                                  ------------------------
                                   1993          1994          1995          1996          1997
                                   ----          ----          ----          ----          ----
                                            (In millions, except share and per share
                                                     amounts and copper prices)

<S>                                <C>           <C>           <C>           <C>           <C>

Results of Operations:
            
Net sales                         $868.8        $1,010.1      $1,201.7      $1,332.0       $1,701.3
Income from operations             $47.4           $77.1         $76.7        $106.5         $177.5
Income (loss) before
  extraordinary charge            $(10.9)           $7.5         $13.3         $37.5          $84.0
Extraordinary charge net of
  income tax benefit (a)             3.3               -           3.0           1.2              -
                                  ------        --------      --------      --------       --------

Net income (loss)                 $(14.2)       $    7.5      $   10.3      $   36.3       $   84.0
                                  ======        ========      ========      ========       ======== 

Net income (loss) applicable
  to common stock                 $(20.1)       $    0.8      $    2.6      $   25.9       $   84.0
                                  ======        ========      ========      ========       ========

Earnings Per Share (Assuming
  Dilution):
            
  Income (loss) before
   extraordinary charge            $(.91)          $ .04         $ .30         $1.22          $2.83
  Extraordinary charge (a)           .19               -           .16           .05              -
                                   -----           -----         -----         -----          -----

Net income (loss)                 $(1.10)          $ .04         $ .14         $1.17          $2.83

Shares used in computing net
  income per share            18,343,561      18,343,657    18,356,370    22,048,143     29,614,489
                              ==========      ==========    ==========    ==========     ========== 

Financial Position (at end
  of year):

  Total assets                    $712.1          $750.9        $746.1        $842.8         $863.8
  Total debt (including current
   portion)                       $428.9          $459.0        $424.5        $463.8         $353.5
  Redeemable preferred stock       $34.5           $41.2         $48.8             -              -
  Stockholders' equity
    (including common stock
    subject to put)                $65.5           $66.3         $69.1        $158.7         $294.1

Additional Information:
  Capital expenditures             $26.2           $30.1         $28.6         $25.6          $42.1 
  Copper equivalent pounds
   shipped (b)                     517.6           553.2         551.4         643.8          800.2

  Average COMEX price per
   copper pound                    $0.85           $1.07         $1.35         $1.06          $1.04

  Depreciation and Amortization    $29.9           $31.4         $34.2         $33.9          $34.3
(Footnotes on following page)

</TABLE>

(a)   During 1993, the Company recognized extraordinary charges of $3.1
      million, net of applicable tax benefit, representing the write-off of
      unamortized debt issuance costs associated with the termination of
      Essex' term credit facility under its former credit agreement, and
      $0.3 million, net of applicable tax benefit, representing the net
      loss resulting from the redemption of the Essex 12 3/8% Senior
      Subordinated Debentures due 2000.  During 1995 and 1996, the
      Company recognized extraordinary charges of $3.0 million and $1.2
      million, respectively, net of applicable tax benefit, representing
      the write-offs of unamortized debt issuance costs associated with
      the termination of Essex' former credit agreements.

(b)   Copper equivalent pounds include aluminum pounds which have been converted
      to a copper pound equivalent basis.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
         FINANCIAL CONDITION 

Overview

     Essex, founded in 1930, is a leading North American developer,
manufacturer and distributor of electrical wire and cable and insulation
products serving over 11,000 customers worldwide in a wide range of
industrial markets from its 28 manufacturing facilities and 38 service
centers located throughout the United States and Canada.  The Company's
products include building wire for commercial and residential construction
applications; magnet wire and insulation materials for electromechanical
devices such as motors, transformers and electrical controls; copper voice
and datacom wire; industrial wire for applications in construction,
appliances, recreational vehicles and industrial facilities; and
automotive wire and specialty wiring assemblies for automobiles and
trucks.

RESULTS OF OPERATIONS

     The following table sets forth for each of the three years in the
period ended December 31, 1997 the dollar amounts of sales of each of the
Company's major product lines:

<TABLE>
<CAPTION>

                                   Years Ended December 31,
                         ---------------------------------------------
                         1995                 1996                1997
                         ----                 ----                ----
                                           (In millions)
<S>                      <C>                  <C>                 <C>
Building wire              406.1              $487.1              $761.7
Magnet wire                388.2               388.8               412.1
Communication wire         177.5               166.8               187.9
Industrial wire             63.4                71.0               121.6
Automotive wire             97.3                91.2                93.9
Other (a)                   69.2               127.1               124.1
                          ------              ------              ------

Total                   $1,201.7            $1,332.0            $1,701.3
                        ========            ========            ========   
 

</TABLE>
----------

(a)    Includes sales of third-party manufactured products, including
       electrical insulating products, electric motors, motor repair parts
       and pump seals sold through the Company's distribution business.

     The following table sets forth the percentage relationship of net
sales to certain income statement items:

<TABLE>
<CAPTION>

                                   Years Ended December 31,
                         ---------------------------------------------------
                           1995                 1996                  1997
                           ----                 ----                  ----
                                           (In millions)
<S>                        <C>                  <C>                <C>
Net sales                     100.0%               100.0%             100.0%
Cost of goods sold             85.8                 82.8               80.5
Selling and administrative
  expense                       7.8                  9.1                9.1
Other expense, net              0.1                  0.1                  -
                              -----                -----              -----

Income from operations          6.3                  8.0               10.4
Interest expense                4.0                  3.0                2.2

Income before income taxes
  and extraordinary charge      2.3                  5.0                8.2
Provision for income taxes      1.2                  2.2                3.3
                                ---                  ---                ---

Income before extraordinary
  charge                        1.1                  2.8                4.9
Extraordinary charge - debt
  retirement, net of income
  tax benefit                   0.2                  0.1                  -

Net income                      0.9%                 2.7%               4.9%
                                ====                 ====               ====

</TABLE>

1997 Compared with 1996

     Net sales for 1997 were $1,701.3 million or 27.7% higher than in
1996, resulting from improved sales volume and better product pricing,
partially offset by lower copper prices.  The 1997 daily average COMEX
copper price was 1.9% lower than in 1996.  1997 sales volume was at a
record level, exceeding 1996 by 24.3%.  This growth in sales volume was
attributable to increased product demand across most of the Company's
served markets and the full year benefit of the October 1996 acquisition
of Triangle Wire & Cable, Inc. ("Triangle").  The Company's gross margin,
expressed as a percentage of net sales, improved significantly during 1997
to 19.5% from 17.2% in 1996.  Gross margins improved as a result of better
conditions in the Company's building wire markets, economies of scale
derived from higher sales volume and lower per unit manufacturing costs
attributable to continued productivity improvements.

     Building wire sales in 1997 increased 56.4% from 1996 due primarily
to improved sales volume and product pricing (without regard to copper
costs).  A substantial portion of the increased sales volume was
attributable to Triangle while the remaining improvement was the result of
increased demand within the served markets.  Building wire demand
exhibited continued strength during 1997 resulting from new non-
residential construction and a sustained expansion of the replacement and
upgrade segment of the market.  Additionally, both new construction and
renovation activity are being affected by the increased number of circuits
and amperage handling capacity needed to support increasing demand for
electrical services.  Building wire gross margins during 1997 improved
significantly over the comparable period in 1996 due to the
above-mentioned strength of product demand, improved product pricing and
enhanced productivity as a result of the integration of Triangle.

     Sales of magnet wire during 1997 improved 6.0% from 1996 due
primarily to higher sales volume.  Sales volume improvements were
attributable to increased demand for magnet wire in most served markets,
particularly the transformer and generator markets.  The Company
attributes the increase in demand to growth in the domestic economy,
strong consumer demand for additional electrical convenience items in
homes, offices and vehicles and greater use of magnet wire for more energy
efficient electric motors.  Higher energy efficient electric motors
require materially more magnet wire.  Magnet wire gross margins improved
during 1997 as compared to 1996 primarily due to lower production costs
associated with higher sales volume.

     Communication wire sales for 1997 were 12.6% above 1996 due to higher
OSP and datacom wire sales volume.  OSP sales in 1997 were 10.4% higher
than in 1996 which is attributable to improved business conditions within
the repair and replacement segment of the copper communication cable
market.  Datacom wire sales for 1997 increased 13.3% compared to 1996,
reflecting increased product demand for expanding applications such as
LANs, facsimile machines, Internet connectivity and other premise uses
within homes, offices and commercial and industrial places of business. 
Communication wire gross margins in 1997 improved from 1996 due to higher
sales volume and better datacom pricing occurring in the last six months
of 1997.

     Industrial wire sales in 1997 increased 71.3% over 1996 due to an
increase in sales volume, primarily mining cable, welding cable, power
supply cord sets and bulk flexible cord, of which a substantial portion
was attributable to Triangle.  Industrial wire gross margins for 1997
improved from 1996 due primarily to higher sales volume.

     Automotive wire sales in 1997 increased 3.0% over 1996.  United
States and Canadian light vehicle production for 1997 were at high levels
approximating 1996 production.  This business unit has had considerable
success expanding its customer sales base of automotive wire harness
manufacturers.  Gross margins in 1997 approximated 1996 levels.

     Other sales in 1997 decreased from 1996.  Distribution business unit
sales of third-party manufactured products, primarily within the motor
repair segment, declined due, in part, to unusually mild seasonal weather
conditions which necessitated fewer replacement motors and repair parts
for motors, transformers and pumps.

     Cost of goods sold for 1997 was 24.3% higher than in 1996 due
primarily to higher sales volume.  The Company's cost of goods sold as a
percentage of net sales was 82.8% and 80.5% in 1996 and 1997,
respectively.  The cost of goods sold percentage decrease resulted
primarily from the impact of improved building wire product pricing as
well as lower per unit manufacturing costs attributable to continued
productivity programs, including capital investments.  Also, the
operations of Triangle have been effectively integrated, thereby driving
substantial improvements in productivity.

     Selling and administrative expenses in 1997 were 27.3% above 1996 due
primarily to incremental commission, selling and warehouse expenses
associated with Triangle.  However, selling and administrative expenses,
as a percentage of sales, were 9.1% in 1997 which is consistent with 1996.

     Interest expense in 1997 was 5.8% lower than in 1996. 
Notwithstanding incremental borrowings to finance the acquisition of
Triangle, the Company's outstanding debt was reduced substantially through
the application of the proceeds received from the Offering and a portion
of the strong cash flows provided by operating activities.  Interest
expense was further reduced by lower rates of interest on the Company's
revolving credit facility due to lower LIBOR rates (as defined herein) and
an improved leverage ratio resulting in a reduced interest "spread" over
LIBOR.  The Company's average rate of interest on its long-term debt in
1997 declined 30 basis points from 1996.

     Income tax expense was 39.9% of pretax income in 1997 compared with
43.6% in 1996 due to the increase in pretax income reducing the impact of
the amortization of excess cost over net assets acquired, which is not
deductible for income tax purposes.

     The Company recorded net income of $84.0 million for 1997 compared to
net income of $36.3 million in 1996.  The 1996 results include
extraordinary charges of $1.2 million ($2.0 million before applicable tax
benefit) for the write-off of unamortized deferred debt expense associated
with the Company's former revolving credit agreement.  In 1996, a former
revolving credit agreement was terminated in connection with the Triangle
acquisition.

1996 Compared with 1995

      Net sales for 1996 were $1,332.0 million or 10.8% greater than in
1995 resulting primarily from improved sales volume and increased sales
attributable to the Brownell acquisition in September 1995 and the
Triangle acquisition in October 1996, partially offset by lower copper
prices.  The 1996 average COMEX copper price was 21.5% lower than in 1995. 
Sales volume for 1996 exceeded 1995 by 16.9%.  Improved sales volume
resulted primarily from increased demand for the Company's magnet wire,
building wire, and industrial wire products.

     Building wire sales for 1996 increased as compared to 1995 due
primarily to an increase in sales volume, product pricing (without regard
to copper costs) and incremental sales attributable to the Triangle
acquisition, partially offset by a decline in copper prices.  Building
wire market demand exhibited continued growth during 1996 on the strength
of new non-residential construction and sustained expansion of the
renovation segment of the market.  The Company believes this growth in
demand was the leading cause for the improvement in market prices during
the second half of 1996 over the depressed market conditions of 1995 and
the first half of 1996.

     Sales of magnet wire in 1996 were essentially equal to those in 1995
reflecting increased sales volume offset by declining copper prices. 
Sales volume improvements were attributable to increased demand for magnet
wire in the electric motor and transformer markets due in part to the
increased use of magnet wire for increased energy efficiency.  Sales
increases were also a result of increased sales to distributors.

     Communication wire sales for 1996 were below those in 1995 due to the
decrease in copper prices partially offset by increased sales of datacom
products.  Datacom sales were up 21.2% as compared to 1995, reflecting
continued strong growth in this segment of the communication wire market. 
OSP sales were 14.3% lower than 1995, reflecting, in part, a decline in
export sales, as the Company focused on strong domestic markets.

     Automotive wire sales in 1996 were below those in 1995 due to the
decrease in copper prices partially offset by improved sales volume as
North American new car and light truck sales volume increased just over 1%
in 1996.  Industrial wire sales in 1996 were above those in 1995 by 12.0%
due to an increase in sales volume partially offset by the decline in
copper prices.  The increase in sales volume was partially due to
incremental sales attributable to the Triangle acquisition.  Other sales
in 1996 increased significantly over 1995 due to the effect of inclusion
of full-year sales from the Brownell acquisition.

     Cost of goods sold for 1996 was 7.0% higher than in 1995 due
primarily to higher sales volume and increased sales attributable to the
Brownell and Triangle acquisitions, partially offset by lower copper
prices.  Essex' cost of goods sold as a percentage of net sales was 85.8%
and 82.8% in 1995 and 1996, respectively.  Cost of goods sold as a
percentage of net sales decreased compared to 1995 due primarily to the
marked decline in copper costs, improved building wire product pricing
(without regard to copper costs), a change in product mix associated with
the Brownell acquisition, which tended to distribute more value-added
products, and higher manufacturing volume leading to increased
manufacturing efficiency.

     Selling and administrative expenses for 1996 were 29.6% above 1995,
due primarily to increased selling, distribution and administrative
expenses attributable to the Brownell and Triangle acquisitions and
increased distribution and commission expenses due to higher sales volume
experienced during 1996.

     Interest expense in 1996 was 18.5% lower than in 1995 due primarily
to the redemption (the "Debenture Redemption") on May 15, 1995 of all of
the Company's outstanding Senior Discount Debentures due 2004 (the
"Debentures").  The Debentures, which bore interest at 16% per annum, were
refinanced primarily with bank debt carrying significantly lower rates of
interest.  See "Liquidity, Capital Resources and Financial Condition". 
The Company's average interest rate decreased from 10.4% in 1995 to 8.6%
in 1996 due to the Debenture Redemption.

     Income tax expense was 43.6% of pretax income in 1996 compared with
52.0% for 1995.  The effective income tax rate of the Company was higher
than the approximate statutory rate of 40.0% due to the effect of the
amortization of excess of cost over net assets acquired, which is not
deductible for income tax purposes.

     The Company recorded net income of $36.3 million for 1996 compared to
net income of $10.3 million in 1995.  The 1996 and 1995 results include
extraordinary charges of $1.2 million and $3.0 million, respectively ($2.0
million and $5.0 million, respectively, before applicable tax benefit),
for the write-off of unamortized deferred debt expense associated with the
Company's former revolving credit agreements.  In 1996, a former revolving
credit agreement was terminated in connection with the Triangle
acquisition.  In 1995, a former Essex revolving credit agreement was
terminated in connection with the Debenture Redemption.

Liquidity, Capital Resources and Financial Condition

     General

     The Company is a holding company with no operations and has virtually
no assets other than its ownership of the outstanding common stock of
Essex.  All of such stock is pledged, however, to the lenders under the
Essex Revolving Credit Agreement (as defined below).  Accordingly, the
Company's ability to meet its cash obligations is dependent on Essex'
ability to pay dividends, to loan, or otherwise advance or transfer funds
to the Company in amounts sufficient to service the Company's cash
obligations.
    
     The Company expects that it may receive certain cash payments from
Essex from time to time to the extent cash is available and to the extent
it is permitted under the terms of the Essex Revolving Credit Agreement
and the Essex Senior Note Indenture.  Such payments may include (i) an
amount necessary under the tax sharing agreement between Essex and the
Company to enable the Company to pay Essex' taxes as if computed on an
unconsolidated basis; (ii) an annual management fee to an affiliate of
BHLP of up to $1.0 million; and (iii) certain other amounts to meet
ongoing expenses of the Company (such amounts are considered to be
immaterial both individually and in the aggregate, however, because the
Company has no operations, other than those conducted through Essex, or
employees).  To the extent Essex makes any such payments, it will do so
out of operating cash flow, borrowings under the Essex Revolving Credit
Agreement or other sources of funds it may obtain in the future subject to
the terms of the Essex Revolving Credit Agreement and the Essex Senior
Note Indenture.

     The Company's aggregate notes payable to banks and long-term debt at
December 31, 1997 was $353.5 million and its stockholders' equity was
$294.1 million.  The resulting ratio of debt to total capitalization
improved to 55% from 75% at December 31, 1996.  As of December 31, 1997
the Company was in compliance with all covenants under the agreements
governing its outstanding indebtedness.

     Credit Facilities and Lines of Credit

     The Company, through Essex, maintains the following credit
facilities: (i) a $370.0 million revolving credit agreement amended and
restated effective April 23, 1997, by and among Essex, the Company, the
Lenders named therein, and The Chase Manhattan Bank, as administrative
agent, (the "Essex Revolving Credit Agreement"); (ii) a $25.0 million
agreement and lease, dated as of April 12, 1995, by and between Essex and
Mellon Leasing Corporation (the "Sale and Leaseback Agreement"); (iii) a
$15.0 million (U.S. dollar) credit agreement by and between a subsidiary
of Essex and the Bank of Montreal (the "Canadian Credit Agreement"); and
(iv) bank lines of credit with various lending banks which provide for
unsecured borrowings for working capital of up to $50.0 million. 

     The Essex Revolving Credit Agreement, which terminates October 31,
2001, provides for up to $370.0 million in revolving loans, subject to
specified percentages of eligible assets and reduced by borrowings under
the Canadian Credit Agreement and unsecured bank lines of credit ($6.6
million and $28.1 million outstanding, at December 31, 1997,
respectively).  The Essex Revolving Credit Agreement also provides a $25.0
million letter of credit subfacility.  Outstanding borrowings bear
floating rates of interest, at the Company's option, at bank prime plus
0.50% or a reserve adjusted Eurodollar rate ("LIBOR") plus 1.50%.  The
spreads over the prime and LIBOR rates can be reduced to 0% and .375%,
respectively, if a specified leverage ratio is achieved.  Based upon the
specified leverage ratio at December 31, 1997, the Company's floating rate
of interest for borrowings under the Essex Revolving Credit Agreement is
LIBOR plus 0.375%.  The average commitment fees during the revolving loan
period are between 0.125% to 0.375% of the average daily unused portion of
the available credit based upon certain financial ratios.  Indebtedness
under the Essex Revolving Credit Agreement is guaranteed by the Company
and all of Essex' subsidiaries, and is secured by a pledge of the capital
stock of Essex and its subsidiaries and by a first lien on substantially
all assets of the Company and its subsidiaries.  Essex' ability to borrow
under the Essex Revolving Credit Agreement is restricted by the financial
covenants contained therein as well as by certain debt limitation
covenants contained in the Essex Senior Note Indenture.  As of December
31, 1997, the Company had $130.3 million of undrawn capacity based upon a
borrowing base of $265.0 million, reduced by outstanding borrowings under: 
(i) the Essex Revolving Credit Agreement ($100.0 million), (ii) unsecured
bank lines of credit ($28.1 million) and (iii) the Canadian Credit
Agreement ($6.6 million).

     The Essex Revolving Credit Agreement contains various covenants which
include, among other things:  (a) the maintenance of certain financial
ratios and compliance with certain financial tests and limitations; (b)
limitations on investments and capital expenditures; (c) limitations on
cash dividends paid; and (d) limitations on leases and the sale of assets. 
Through December 31, 1997, Essex fully complied with all of the financial
ratios and covenants contained in the Essex Revolving Credit Agreement.

     The Sale and Leaseback Agreement provides $25.0 million for the sale
and leaseback of certain of the Company's fixed assets.  The lease
obligation has a seven-year term expiring in May 2002.  The principal
component of the rental is paid quarterly, with the amount of each of the
first 27 payments equal to 2.5% of lessor's cost of the equipment, and the
balance due at the final payment.  The interest component is paid on the
unpaid principal balance and is calculated by the lessor at LIBOR plus
2.5%.  The effective interest rate can be reduced by 0.25% to 1.125% if
certain specified financial conditions are achieved. 

     As of December 31, 1997, $6.6 million was outstanding under the
Canadian Credit Agreement and denoted as notes payable to banks in the
Company's Consolidated Balance Sheets. Borrowings are secured by the
subsidiary's accounts receivable.  Interest rates for borrowings under the
Canadian Credit Agreement are based upon Canadian market rates for
banker's acceptances with spreads similar to the Essex Revolving Credit
Agreement.  The Canadian Credit Agreement terminates on May 30, 1998,
although it may be extended for successive one-year periods upon the
mutual consent of the subsidiary and the Bank of Montreal. 

     The Company had $28.1 million outstanding of unsecured bank lines of
credit as of December 31, 1997.  Such amount is denoted as notes payable
to banks in the Company's Consolidated Balance Sheets.  These lines of
credit bear interest at rates subject to agreement between the Company and
the lending banks.

     Cash Flow and Working Capital

     In general, the Company requires liquidity for working capital,
capital expenditures, debt repayments, interest and taxes.  Of particular
significance to the Company are its working capital requirements which
increase whenever it experiences strong incremental demand in its business
or a significant rise in copper prices.  Historically, the Company has
satisfied its liquidity requirements through a combination of funds
generated from operating activities together with funds available under
its credit facilities.  Based upon historical experience and the
availability of funds under its credit facilities, the Company expects
that its usual sources of liquidity will be sufficient to enable it to
meet its cash requirements for working capital, capital expenditures, debt
repayments, interest and taxes in 1998. 

     Operating Activities.  Net cash provided by operating activities in
1997 was $102.6 million, compared to $64.6 million in 1996.  The increase
in cash provided by operating activities was primarily the result of
higher net income, partially offset by higher accounts receivable related
to strong fourth quarter 1997 sales.

     Investing Activities.  Capital expenditures of $42.1 million in 1997
were $16.6 million more than in 1996.  In 1997, approximately $7.4 million
was invested in magnet wire ovens to improve quality and increase
manufacturing productivity.  Capital expenditures in 1998 are expected to
be at or above 1997 levels and will be used to improve manufacturing
efficiency and expand capacity. At December 31, 1997, approximately $5.0
million was committed to outside vendors for capital expenditures.  The
Company sold an idle plant during 1997 realizing $2.7 million in net
proceeds.  The Essex Revolving Credit Agreement imposes limitations on
capital expenditures, business acquisitions and investments. 

     Financing Activities.  The net proceeds to the Company from the
Offering, after underwriting commissions and other associated expenses,
were approximately $46.2 million of which $29.5 million was used to repay
borrowings under the Essex term loan and the remaining proceeds were
applied to the Essex Revolving Credit Agreement.

     Long-Term Liquidity Considerations

     The Essex Senior Notes mature in 2003 and at the option of the
Company may be redeemed commencing in May 1998, in whole or in part, at
redemption prices ranging from 103.75% of principal in 1998 to 100% in
2001.  Should the Essex Senior Notes be redeemed in May 1998, the
redemption premium would amount to $7.5 million.  The terms of the Sale
and Leaseback Agreement include a balloon payment of $8.1 million in 2002. 
The Company expects that its traditional sources of liquidity will enable
it to meet its long-term cash requirements for working capital, capital
expenditures, interest and taxes, as well as its debt repayment
obligations under the Sale and Leaseback Agreement. 

     The Company's operations involve the use, disposal and cleanup of
certain substances regulated under environmental protection laws.  The
Company has accrued $0.9 million for environmental remediation and
restoration costs.  The accrual is based upon management's estimate of the
Company's exposure in light of relevant available information including
the allocations and remedies set forth in applicable consent decrees,
third-party estimates of remediation costs, the estimated ability of other
potentially responsible parties to pay their proportionate share of
remediation costs, the nature of each site and the number of participating
parties.  Subject to the difficulty in estimating future environmental
costs, the Company expects that any sum it may have to pay in connection
with environmental matters in excess of the amounts recorded or disclosed,
if any, will not have a material adverse effect on its financial position,
results of operations or cash flows.

Derivative Financial Instruments

     The Company, to a limited extent, uses forward fixed price contracts
and derivative financial instruments to manage foreign currency exchange
and commodity price risks.  To protect the Company's anticipated cash
flows from the risk of adverse foreign currency exchange fluctuations for
firm sales and purchase commitments, the Company enters into foreign
currency forward exchange contracts.  Copper, the Company's principal raw
material, experiences marked fluctuations in market prices, thereby
subjecting the Company to copper price risk with respect to copper
purchases on fixed customer sales contracts.  Forward fixed price
contracts and derivative financial instruments in the form of copper
futures contracts are utilized by the Company to reduce those risks.  The
Company does not hold or issue financial instruments for investment or
trading purposes.  The Company is exposed to credit risk in the event of
nonperformance by counterparties for foreign exchange forward contracts,
metal forward price contracts and metals futures contracts but the Company
does not anticipate nonperformance by any of these counterparties.  The
amount of such exposure is generally the unrealized gains with respect to
the underlying contracts.

Impact of Year 2000

     The Company is currently working to determine the impact of the year
2000 issue on the processing of date-sensitive information by the
Company's computerized information systems.  The year 2000 problem is the
result of computer programs being written using two digits (rather than
four) to define the applicable year.  Any of the Company's programs that
have time-sensitive software may recognize a date using "00" as the year
1900 rather than the year 2000, which could result in miscalculations or
system failures.  Based on information available at this time, costs of
addressing potential problems are not currently expected to have a
material adverse impact on the Company's financial position, results of
operations or cash flows in future periods.  The Company is currently
engaged in identifying and resolving all significant year 2000 issues in a
timely manner.

General Economic Conditions and Inflation

     Although net sales are heavily influenced by the price of copper, the
Company's major raw material, the Company's profitability is generally not
affected by changes in copper prices because the Company generally has
been able to pass on its cost of copper to its customers.  The Company
attempts to match its copper purchases with its production requirements
and thereby minimize copper cathode and rod inventories.  The Company
cannot predict future copper prices or the effect of fluctuations in the
cost of copper on the Company's future operating results.

     The Company believes that it is only affected by inflation to the
extent that the economy in general is thereby affected.  Should
inflationary pressures drive costs higher, the Company believes that
general industry competitive price increases would sustain operating
results, although there can be no assurance that this will be the case. 
In addition, the Company believes that its sensitivity to downturns in its
primary markets is less significant than it might otherwise be due to its
diverse customer base, broad product line and its strategy of attempting
to match its copper purchases with its needs.

Information Regarding Forward-Looking Statements

     This document contains various forward-looking statements and
information that are based on management's belief, as well as assumptions
made by and information currently available to management.  Any statements
made that are not historical in nature, including statements preceded by
the words "intend", "expect", "would", and similar expressions are
forward-looking statements.  Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable,
it can give no assurance that such expectations will prove to have been
correct.  Such statements are subject to certain risks, uncertainties and
assumptions.  Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual
results may vary materially from those expected.  Among the key factors
that may have a direct bearing on the Company's operating results and
forward-looking statements included herein are fluctuations in the
economy, acquisition and consolidation activity in the Company's
businesses, the willingness of customers to accept more distant
distribution channels, demand for the Company's products, the impact of
price competition and fluctuations in the price of copper.

<PAGE>
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                    INDEX TO FINANCIAL STATEMENTS

Report of Independent Auditors                                         F-1

Consolidated Balance Sheets:
   A of December 31, 1997 and 1996                                     F-2

Consolidated Statements of Operations:
   For each of the three years in the period
   ended December 31, 1997                                             F-3
         
Consolidated Statements of Cash Flows:
   For each of the three years in the period
   ended December 31, 1997                                             F-4

Notes to Consolidated Financial Statements                             F-5

                INDEX TO FINANCIAL STATEMENT SCHEDULES

I.   Parent Company Only Condensed Financial Statements                S-1

II.  Valuation and Qualifying Accounts                                 S-5

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

     Not applicable.

<PAGE>
                                  PART III

ITEMS 10, 11, 12 and 13.

     As described below, certain information appearing in the Company's
Proxy Statement to be furnished to shareholders in connection with the
1998 Annual Meeting, is incorporated by reference in this Form 10-K Annual
Report.

ITEM 10.     Directors and Executive Officers

             Information regarding directors is incorporated by reference to the
             "Directors" section of the Company's Proxy Statement to be
             furnished to shareholders in connection with the 1998 Annual
             Meeting.  Information regarding executive officers is included
             below.

ITEM 11.     Executive Compensation

             This information is incorporated by reference to the "Executive
             Compensation" section of the Company's Proxy Statement to be
             furnished to shareholders in connection with the 1998 Annual
             Meeting.

ITEM 12.     Security Ownership of Certain Beneficial Owners and Management

             This information is incorporated by reference to the "Security
             Ownership of Certain Beneficial Owners and Management" section of
             the Company's Proxy Statement to be furnished to shareholders in
             connection with the 1998 Annual Meeting.

ITEM 13.     Certain Relationships and Related Transactions

             This information is incorporated by reference to the "Certain
             Transactions" section of the Company's Proxy Statement to be
             furnished to shareholders in connection with the 1998 Annual
             Meeting.

Executive Officers

     The following table sets forth information concerning the executive
officers of the Company:

Name                               Age               Position
----                               ---               --------

Steven R. Abbott                    50     President and Chief Executive
                                             Officer; Director
Robert J. Faucher                   53     Executive Vice President
Dominic A. Lucenta                  44     Senior Vice President
Charles W. McGregor                 56     Executive Vice President
Debra F. Minott                     42     Senior Vice President, General
                                             Counsel and Secretary
Curtis A. Norton                    52     Senior Vice President
David A. Owen                       51     Executive Vice President, Chief
                                             Financial Officer and Treasurer
Gregory R. Schriefer                45     Executive Vice President

     Steven R. Abbott was appointed President and Chief Executive Officer
of the Company and Essex on February 26, 1996, and has been a director
since February 1996.  He was the President of the Wire and Cable Sector of
Essex from September 1995 to February 1996 and President of the Wire and
Cable Division of Essex from September 1993 to September 1995.  He was
President of the Magnet Wire and Insulation Division from 1987 to 1993. 
Mr. Abbott has been employed by the Company since 1967. 

     Robert J. Faucher was appointed Executive Vice President of the
Company in March 1997.  He was appointed Executive Vice President of Essex
in September 1995.  He was President of the Engineered Products Division
of Essex from January 1992 to September 1995 and Vice President,
Operations in the Industrial Products Division of Essex from June 1988 to
January 1992.  Mr. Faucher joined the Company in 1985 as Vice President,
Planning.

     Dominic A. Lucenta was appointed Senior Vice President of the Company
in March 1997.  He was appointed Senior Vice President in charge of Human
Resources of Essex in April 1994.  From October 1992 to April 1994 he was
Vice President of Human Resources and from 1990 to 1992 he was Director of
Human Resources for various divisions of Essex.  He was director of Risk
Management from 1988 to 1990.  He joined the Company in 1979.

     Charles W. McGregor was appointed Executive Vice President of the
Company in March 1997.  He was appointed Executive Vice President of Essex
in October 1996.  He was President of the Magnet Wire and Insulation
Sector of Essex from September 1995 to October 1996.  He was President of
the Magnet Wire and Insulation Division of Essex from September 1993 to
September 1995 and prior to that was Director of Manufacturing for the
Division from 1987 to 1993.  Mr. McGregor has been employed by Essex since
1970.

     Debra F. Minott was appointed Senior Vice President of the Company in
March 1997 and was appointed Vice President, General Counsel and Secretary
of the Company in April 1995.  She was appointed Senior Vice President and
General Counsel of Essex in October 1994 and was appointed Secretary of
Essex in April 1995.  She has been employed by the Company since October
1994.  From September 1983 to October 1994, Ms. Minott held various legal
positions at Eli Lilly & Company.

     Curtis A. Norton was appointed Senior Vice President of the Company
in March 1997.  He was appointed Senior Vice President in charge of
Corporate Support Operations of Essex in April 1996.  He was Vice
President of Corporate Support Operations from September 1995 to April
1996.  He was Vice President of Purchasing from April 1994 to September
1995 and Director of Purchasing from 1989 to 1994.  Mr. Norton has been
employed by the Company since 1981.

     David A. Owen was appointed Executive Vice President of the Company
in March 1997.  He was appointed Vice President, Chief Financial Officer
and Treasurer of the Company in March 1993.  He was appointed Executive
Vice President and Chief Financial Officer of Essex in March 1994.  He had
been appointed Vice President-Finance and Chief Financial Officer of Essex
in March 1993, and Treasurer of Essex in April 1992.  Prior to that time,
Mr. Owen was Director, Treasury and Financial Services for Essex.  Mr.
Owen has been employed by the Company since 1976.

     Gregory R. Schriefer was appointed Executive Vice President of the
Company in March 1997.  He was appointed Executive Vice President of Essex
in October 1996.  He was Vice President and General Manager of Building
Wire Products from September 1995 to October 1996 and was Vice President,
manufacturing of the Wire and Cable Division from April 1994 to September
1995.  Mr. Schriefer has been employed in various positions with the
Company since 1981.

<PAGE>
                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

     (a)     1.     Financial Statements

                    The financial statements listed under Item 8 are filed as a
                      part of this report.

             2.     Financial Statement Schedules

                    The financial statement schedules listed under Item 8 are
                      filed as a part of this report.

             3.     Exhibits

                    The exhibits listed on the accompanying Index to Exhibits
                      are filed as a part of this report.

     (b)     Reports on Form 8-K:

             None.

<PAGE>
                                SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.

                                     ESSEX INTERNATIONAL INC.
Date                                 (Registrant)

February 27, 1998                 By /s/ David A. Owen
-----------------                    -------------------------------------
                                     David A. Owen
                                     Executive Vice President, Chief
                                     Financial Officer and Treasurer
                                     (Principal Financial Officer)

     Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

Date

February 27, 1998                    /s/ Steven R. Abbott
-----------------                    -------------------------------------
                                     Steven R. Abbott
                                     President and Chief Executive Officer;
                                     Director
                                     (Principal Executive Officer)


February 27, 1998                    /s/ Robert D. Lindsay
-----------------                    -------------------------------------
                                     Robert D. Lindsay
                                     Director


February 27, 1998                    /s/ David A. Owen
-----------------                    -------------------------------------
                                     David A. Owen
                                     Executive Vice President, Chief
                                     Financial Officer and Treasurer  
                                     (Principal Financial Officer)


February 27, 1998                    /s/ Rodney A. Cohen
-----------------                    -------------------------------------
                                     Rodney A. Cohen
                                     Director


February 27, 1998                    /s/ William Lee Lyons Brown Jr.
-----------------                    -------------------------------------
                                     William Lee Lyons Brown Jr.
                                     Director


February 27, 1998                    /s/ Stuart S. Janney, III
-----------------                    -------------------------------------
                                     Stuart S. Janney, III
                                     Director


February 27, 1998                    /s/ Ward W. Woods
-----------------                    -------------------------------------
                                     Ward W. Woods
                                     Director (Chairman)


February 27, 1998                    /s/ Edward O. Gaylord
-----------------                    -------------------------------------
                                     Edward O. Gaylord
                                     Director


February 27, 1998                    /s/ James D. Rice
-----------------                    -------------------------------------
                                     James D. Rice
                                     Vice President,
                                     Chief Accounting Officer
                                     (Principal Accounting Officer)

<PAGE>
                           ESSEX INTERNATIONAL INC.

                               INDEX OF EXHIBITS
                                (Item 14(a)(3))

Exhibit 
 No.                          Description
--------------------------------------------------------------------------
2.01-  Agreement and Plan of Merger, dated as of July 24, 1992, between B E
       Acquisition Corporation and the Registrant (then known as MS/Essex
       Holdings Inc.), incorporated by reference to Exhibit 2.1 to the
       Registrant's Current Report on Form 8-K, filed with the Securities and
       Exchange Commission (the "Commission") on August 10, 1992 (Commission
       File No. 1-10211)
2.02-  Amendment dated as of October 1, 1992, to the Agreement and Plan of
       Merger between B E Acquisition Corporation and the Registrant,
       incorporated by reference to Exhibit 2.2 to the Registrant's Current
       Report on Form 8-K, filed with the Commission on October 26, 1992
       (Commission File No. 1-10211)
3.01-  Second Amended and Restated Certificate of Incorporation of the
       Registrant, incorporated by reference to Exhibit 3.1 to the Registrant's
       Registration Statement on Form S-1, filed with the Commission on August
       14, 1997 (Commission File No. 333-33591).
3.02-  By-Laws of the Registrant, as amended and restated, incorporated by
       reference to Exhibit 3.2 to the Registrant's Registration Statement on
       Form S-1 filed with the Commission on August 14, 1997 (Commission File
       No. 333-33591) 
4.01-  Indenture dated as of May 7, 1993, among Essex Group, Inc. and NBD Bank,
       National Association, as Trustee, under which the 10% Senior Notes Due
       2003 are outstanding, incorporated by reference to Exhibit 4.1 to the
       Essex Registration Statement on Pre-Effective Amendment No. 1 to Form S-2
       (Commission File No. 33-59488) 
4.02-  Amended and Restated Credit Agreement, dated as of October 31, 1996,
       among the Registrant, Essex Group, Inc., the lenders named therein and
       The Chase Manhattan Bank, as administrative agent, incorporated by
       reference to Exhibit 4.5 to Amendment No. 2 of the Registrant's
       Registration Statement on Form S-1, filed with the Commission on April 
       10, 1997 (Commission File No. 333-22043)
4.03-  Credit Agreement dated as of October 31, 1996, among the Registrant, 
       Essex Group, Inc., the lenders named therein and The Chase Manhattan
       Bank, as administrative agent, incorporated by reference to Exhibit 10.1
       to the Registrant's Quarterly Report on Form 10-Q, filed with the
       Commission on November 13, 1996 (Commission File No. 1-10211)
4.04-  Agreement and Lease dated as of April 12, 1995, between Mellon Leasing
       Corporation and Essex Group, Inc., incorporated by reference to Exhibit
       10.3 to the Registrant's Quarterly Report on Form 10-Q, filed with the
       Commission on May 12, 1995 (Commission File No. 1-10211)
4.05-  Amendment No. 1 dated as of June 1, 1997 to the Agreement and Lease dated
       as of April 12, 1995, between Mellon Leasing Corporation and Essex Group,
       Inc., incorporated by reference to Exhibit 4.9 to the Registrant's
       Quarterly Report on Form 10-Q, filed with the Commission on November 7,
       1997 (Commission File No. 1-10211)

<PAGE>
                          ESSEX INTERNATIONAL INC.

                              INDEX OF EXHIBITS
                               (Item 14(a)(3))

Exhibit 
 No.                          Description
--------------------------------------------------------------------------
4.06-  Amendment No. 2 dated as of September 2, 1997 to the Agreement and Lease
       dated as of April 12, 1995, between Mellon Leasing Corporation and Essex
       Group, Inc., incorporated by reference to Exhibit 4.10 to the 
       Registrant's Quarterly Report on Form 10-Q, filed with the Commission on
       November 7, 1997 (Commission File No. 1-10211)
9.01-  Management Stockholders and Registration Rights Agreement dated as of
       October 9, 1992, among B E Acquisition Corporation, Bessemer Capital
       Partners, L.P. and certain employees of the Registrant's subsidiaries,
       incorporated by reference to Exhibit 28.3 to the Registrant's Current
       Report on Form 8-K, filed with the Commission on October 26, 1992
       (Commission File No. 1-10211)
10.01- Advisory Services Agreement dated as of December 15, 1992, among Bessemer
       Capital Partners, L.P., the Registrant and Essex Group, Inc. incorporated
       by reference to Exhibit 10.15 to the Registrant's Annual Report on Form
       10-K for the fiscal year ended December 31, 1992 (Commission File No.
       1-10211)
10.02- Amended and Restated Stock Option Plan of the Registrant, incorporated by
       reference to Exhibit 4.7 to the Registrant's Current Report on Form 8-K,
       filed with the Commission on October 26, 1992 (Commission File No.
       1-10211)
10.03- Amendment No. 1 to the Stock Option Plan, incorporated by reference to
       Exhibit 99.04 to the Registrant's Annual Report on Form 10-K for the
       fiscal year ended December 31, 1996, filed with the Commission on
       February 19, 1997 (Commission File No. 1-10211)
10.04- Amendment No. 2 to the Stock Option Plan, incorporated by reference to
       Exhibit 10.10 to the Registrant's Registration Statement on Form S-1,
       filed with the Commission on August 14, 1997 (Commission File No.
       333-33591)
10.05- Stock Option Plan for Nonemployee Directors of the Registrant,
       incorporated by reference to Exhibit 10.11 to the Registrant's
       Registration Statement on Form S-1, filed with the Commission on August
       14, 1997 (Commission File No. 333-33591)
21.01- Subsidiaries of the Registrant 
23.01- Consent of Ernst & Young LLP
27.01- Financial Data Schedule - December 31, 1997
27.02- Restated Financial Data Schedule - September 30, 1997
27.03- Restated Financial Data Schedule - June 30, 1997
27.04- Restated Financial Data Schedule - March 31, 1997
27.05- Restated Financial Data Schedule - December 31, 1996
27.06- Restated Financial Data Schedule - September 30, 1996
27.07- Restated Financial Data Schedule - June 30, 1996
27.08- Restated Financial Data Schedule - March 31, 1996

<PAGE>
                      REPORT OF INDEPENDENT AUDITORS

The Board of Directors
Essex International Inc.

     We have audited the accompanying consolidated balance sheets of Essex
International Inc. as of December 31, 1997 and 1996 and the related
consolidated statements of income and cash flows for each of the three
years in the period ended December 31, 1997.  Our audits also included the
financial statement schedules listed in the Index at Item 14(a).  These
financial statements and schedules are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.

     We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for
our opinion.

     In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Essex International Inc. at December 31, 1997 and 1996 and the
consolidated results of their operations and their cash flows for each of
the three years in the period ended December 31, 1997, in conformity with
generally accepted accounting principles.  Also, in our opinion, the
related financial statement schedules, when considered in relation to the
basic financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.





                                        ERNST & YOUNG LLP

Indianapolis, Indiana
January 27, 1998

<PAGE>
                          ESSEX INTERNATIONAL INC.

                        CONSOLIDATED BALANCE SHEETS
                         (In Thousands of Dollars)

<TABLE>
<CAPTION>


                                                December 31,
                                          ------------------------
                                            1996            1997
                                          --------        --------

               ASSETS
<S>                                       <C>             <C>
Current assets:
   Cash and cash equivalents              $  4,429        $  2,843
   Accounts receivable (net of
     allowance of $5,239 and $5,583)       189,717         191,737
   Inventories                             217,643         233,020
   Other current assets                     12,147          15,152
                                           -------         -------

        Total current assets               423,936         442,752   

Property, plant and equipment, net         280,489         287,832
Excess of cost over net assets
  acquired (net of accumulated
  amortization of $17,388 and
  $21,610)                                 126,619         123,222
Other intangible assets and deferred
  costs (net of accumulated
  amortization of $4,501 and $4,103)         7,417           5,478
Other assets                                 4,294           4,468
                                           -------         -------

                                          $842,755        $863,752
                                           =======         =======

             See Notes to Consolidated Financial Statements

<PAGE>
                          ESSEX INTERNATIONAL INC.

                  CONSOLIDATED BALANCE SHEETS - Continued
              (In Thousands of Dollars, Except Per Share Data)


                                              December 31,
                                          ------------------------
                                            1996            1997
                                          --------        --------

   LIABILITIES AND STOCKHOLDERS' EQUITY

<S>                                       <C>             <C>
Current liabilities:
   Notes payable to banks                 $ 30,913        $ 34,752
   Current portion of long-term debt        11,576           2,500
   Accounts payable                         71,243          63,845
   Accrued liabilities                      63,346          66,425
   Deferred income taxes                    15,151          15,796
                                           -------         -------

        Total current liabilities          192,229         183,318

Long-term debt                             421,340         316,250
Deferred income taxes                       58,043          54,438
Other long-term liabilities                 12,427          15,650

Common stock subject to put ($0.01)
  par value, shares outstanding,
  1996 - 1,262,602 and 1997 - none          12,626                -

Stockholders' equity:
  Common stock ($0.01 par value, shares
  outstanding, 1996 - 22,793,955.5 and
  1997 - 29,644,482)                           228              296
  Additional paid-in capital               123,886          188,084
  Retained earnings                         21,976          105,716
                                           -------          -------

       Total stockholder's equity          146,090          294,096
                                           -------          -------

                                          $842,755         $863,752
                                           =======          =======

</TABLE>

              See Notes to Consolidated Financial Statements

<PAGE>
                          ESSEX INTERNATIONAL INC.

                     CONSOLIDATED STATEMENTS OF INCOME
                         (In Thousands of Dollars)
  
<TABLE>
<CAPTION>


                                                  Years Ended
                                                  December 31,
                                  -------------------------------------------
                                     1995             1996            1997
                                  ----------       ----------      ----------
<S>                               <C>              <C>             <C>
Net sales                         $1,201,650       $1,332,049     $1,701,329
Cost of goods sold                 1,030,511        1,102,460      1,370,232
Selling and administrative
  expenses                            93,401          121,054        154,147
Other expense (income), net            1,032            2,045           (515)
                                   ---------        ---------       --------

Income from operations                76,706          106,490        177,465
Interest expense                      49,055           39,994         37,711
                                   ---------        ---------       --------

Income before income
  taxes and extraordinary charge      27,651           66,496        139,754
Provision for income taxes            14,380           28,988         55,800
                                   ---------        ---------       --------

Income before
  extraordinary charge                13,271           37,508         83,954
Extraordinary charge - debt
  retirement, net of income
  tax benefit                          2,971            1,183              -
                                   ---------        ---------       --------

Net income                        $   10,300       $   36,325      $  83,954
                                   =========        =========       ========

                    See Notes to Consolidated Financial Statements

<PAGE>
                                ESSEX INTERNATIONAL INC.

                    CONSOLIDATED STATEMENTS OF INCOME - Continued
                   (In Thousands of Dollars, Except Per Share Data)     


                                                  Years Ended
                                                  December 31,
                                  -------------------------------------------
                                     1995             1996            1997
                                  ----------       ----------      ----------

<S>                               <C>              <C>             <C>
Net income                        $  10,300        $  36,325       $ 83,954
  Preferred stock redemption
    premium                               -           (4,185)             -
  Preferred stock dividend
    requirement                      (6,962)          (4,248)             -
  Accretion of preferred stock         (703)          (2,024)             -
                                   --------         --------        -------

Net income applicable to common
  stock                           $   2,635        $  25,868       $ 83,954
                                   ========         ========        =======

Earnings per common share:
  Income before extraordinary
    charge                            $ .32            $1.32          $3.03
  Extraordinary charge - debt
    retirement, net of income tax
    benefit                             .17              .06              -
                                       ----             ----           ----

  Net income                          $ .15            $1.26          $3.03
                                       ====             ====           ====

Earnings per common share -
  assuming dilution:
  Income before extraordinary
    charge                            $ .30            $1.22          $2.83
  Extraordinary charge - debt
    retirement, net of income tax
    benefit                             .16              .05              -
                                       ----             ----           ----

Net income                            $ .14            $1.17          $2.83
                                       ====             ====           ====

</TABLE>

               See Notes to Consolidated Financial Statements

<PAGE>
                                 ESSEX INTERNATIONAL INC.

                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (In Thousands of Dollars)

<TABLE>
<CAPTION>

                                                  Years Ended
                                                  December 31,
                                  -------------------------------------------
                                     1995             1996            1997
                                  ----------       ----------      ----------
<S>                               <C>              <C>             <C>
OPERATING ACTIVITIES
  Net income                      $  10,300        $  36,325       $ 83,954   
  Adjustments to reconcile
   net income to cash provided
   by operating activities:                   
    Depreciation and
     amortization                    34,205           33,944         34,275
    Non cash interest
     expense                         16,466            1,935          1,789
    Non cash pension
     expense                          1,947            3,021          2,834
    Provision for losses
     on accounts receivable             676            1,175          1,037
    Provision (benefit) for
     deferred income taxes              486           (7,417)        (2,960)
    Loss on disposal of
     property, plant and
     equipment                        2,610            1,679          1,710
    Loss on repurchase of debt        4,951            1,971              -

    Changes in operating
     assets and liabilities:                                            
     (Increase) decrease
      in accounts receivable        (10,665)           6,288         (3,057)
     (Increase) decrease
      in inventories                  3,762          (16,109)       (15,377)
     Increase (decrease)
      in accounts payable
      and accrued liabilities        15,193            6,531           (125)
     Net (increase) decrease
       in other assets
       and liabilities                9,823           (4,762)        (1,520)
                                   --------         --------        -------

     NET CASH PROVIDED BY
       OPERATING ACTIVITIES          89,754           64,581        102,560
                                    =======          =======        =======

                   See Notes to Consolidated Financial Statements<PAGE>
                             ESSEX INTERNATIONAL INC.

                CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
                (In Thousands of Dollars, Except Per Share Data)

                                                  Years Ended
                                                  December 31,
                                  -------------------------------------------
                                     1995             1996            1997
                                  ----------       ----------      ----------
<S>                               <C>              <C>             <C>      
INVESTING ACTIVITIES                                                    
  Additions to property,
   plant and equipment              (28,555)         (25,569)       (42,141)
  Proceeds from disposal
   of property, plant and
   equipment                          2,419              533          3,619
  Acquisitions                      (24,934)         (79,395)             -
  Other investments                    (459)            (285)        (1,362)
  Issuance of equity
   interest in a subsidiary           1,063                -              -
                                   --------         --------        -------

     NET CASH USED FOR
      INVESTING ACTIVITIES          (50,466)        (104,716)       (39,884)
                                   --------         --------        -------

FINANCING ACTIVITIES
  Proceeds from long-term debt      428,390          493,900        348,600
  Repayment of long-term debt      (215,640)        (473,734)      (462,766)
  Proceeds from notes payable
   to banks                         160,030          537,550        765,846
  Repayment of notes payable
   to banks                        (148,270)        (518,397)      (762,007)
  Repurchase of debentures         (272,850)               -              -
  Debt issuance costs                (4,691)          (2,350)             -
  Proceeds from exercise of
   stock options                          -                -            324
  Preferred stock redemption              -          (59,277)             -
  Common stock repurchase                 -                -           (500)
  Proceeds from issuance
   of common stock                        -           64,677         46,241
                                   --------         --------        -------

     NET CASH PROVIDED BY
      (USED FOR) FINANCING
       ACTIVITIES                   (53,031)          41,369        (64,262)
                                   --------         --------        -------

NET INCREASE (DECREASE) IN
 CASH AND CASH EQUIVALENTS          (13,743)           1,234         (1,586)
Cash and cash equivalents
 at beginning of year                16,938            3,195          4,429
                                   --------         --------        -------

Cash and cash equivalents
 at end of year                   $   3,195        $   4,429       $  2,843
                                   ========         ========        =======

</TABLE>

                     See Notes to Consolidated Financial Statements

<PAGE>
                          ESSEX INTERNATIONAL INC.

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In Thousands of Dollars
-----------------------

NOTE 1   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

     In February 1988, BCP/Essex Holdings Inc. (successor in interest to
MS/Essex Holdings Inc. (the "Company") acquired Essex Group, Inc.
("Essex") from United Technologies Corporation ("UTC") (the "1988
Acquisition").

     In October 1992, the Company was acquired (the "Acquisition") by
Bessemer Holdings, L.P. ("BHLP") (an affiliate and successor in interest
to Bessemer Capital Partners, L.P.), certain present and former employees
of Essex and other investors.  The effects of the Acquisition resulted in
a new basis of accounting reflecting estimated fair values for assets and
liabilities as of October 1, 1992.  However, to the extent that the
Company's management had a continuing investment interest in the Company's
common stock, such fair values and contributed stockholders' equity were
reduced proportionately to reflect the continuing interest (approximately
10%) at the prior historical cost basis.

     In connection with the Company's initial public offering (the
"Offering") on May 1, 1997, the Company's name was changed from BCP/Essex
Holdings Inc. to Essex International Inc.

Consolidation

     The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiary Essex and Essex' majority-owned
subsidiaries.  All intercompany accounts and transactions have been
eliminated.  The Company is a holding company with no operations and has
virtually no assets other than its ownership of all the outstanding stock
of Essex.

Use of Estimates

     The consolidated financial statements were prepared in conformity
with generally accepted accounting principles thereby requiring management
to make estimates and assumptions that affect the amounts reported in the
consolidated financial statements and accompanying notes.  Actual results
could differ from those estimates.

Nature of Operations

     The Company, through Essex, operates in one industry segment.  Essex
develops, manufactures and markets electrical wire and cable and
insulation products.  Essex' principal products in order of revenue are: 
building wire for the construction industry; magnet wire for
electromechanical devices such as motors, transformers and electrical
controls; voice and data communication wire

                        ESSEX INTERNATIONAL INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

In Thousands of Dollars
-----------------------

and cable; industrial wire for applications in construction, appliances
and recreational vehicles; and automotive wire and specialty wiring
assemblies for automobiles and trucks.  Essex' customers are principally
located throughout the United States, without significant concentration in
any one region or any one customer.  Essex performs periodic credit
evaluations of its customers' financial condition and generally does not
require collateral.

Cash and Cash Equivalents 

     All highly liquid investments with a maturity of three months or less
at the date of purchase are considered to be cash equivalents.

Inventories

     Inventories are stated at cost, determined principally on the
last-in, first-out ("LIFO") method, which is not in excess of market.

Property, Plant and Equipment

     Property, plant and equipment are recorded at cost and depreciated
over estimated useful lives using the straight-line method.

Investments in Joint Ventures

     Investments in joint ventures are stated at cost adjusted for the
Company's share of undistributed earnings or losses.

Excess of Cost Over Net Assets Acquired

     Excess of cost over net assets acquired primarily represents the
excess of the Company's purchase price over the fair value of the net
assets acquired in the Acquisition, and is being amortized by the
straight-line method over 35 years.  The Company's excess of cost over net
assets acquired is assessed for potential impairment  whenever existing
facts and circumstances indicate the carrying value of those assets may
not be recoverable.  The assessment process consists of estimating the
future undiscounted cash flows of the businesses for which the excess of
cost over net assets acquired relates and comparing the resultant amount
to their carrying value to determine if an impairment has occurred.  If an
impairment has occurred, an impairment loss would be recognized for the
excess of the carrying value over the fair value, as measured on a
discounted cash flow basis, of the excess of cost over net assets
acquired.

<PAGE>
                           ESSEX INTERNATIONAL INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

In Thousands of Dollars
-----------------------

Other Intangible Assets and Deferred Costs

     Other intangible assets and deferred costs consist primarily of
deferred debt issuance costs and are being amortized over the lives of the
applicable debt instruments using the straight line or bonds outstanding
method and charged to operations as additional interest expense.

Other Long-Term Liabilities

     Other long-term liabilities consist primarily of accrued liabilities
under the Essex-sponsored defined benefit pension plans for salary and
hourly employees and the supplemental executive retirement plan.

Recognition of Revenue

     Substantially all revenue is recognized at the time the product is
shipped.

Recently Issued Accounting Standards

     In January 1997, the Financial Accounting Standards Board issued
Statement No. 131, "Disclosures about Segments of an Enterprise and
Related Information" ("FAS 131"), which is required to be adopted on
December 31, 1998.  At that time, the Company will be required to report
certain information about operating segments in complete financial
statements and in condensed financial statements of interim periods issued
to stockholders.  It also requires reporting of certain information about
products and services, geographic areas in which the Company operates and
major customers.

     The Company has not yet completed the analysis required to determine
the potential impact on its segment disclosure.

NOTE 2   ACQUISITION

     On October 31, 1996, Essex acquired substantially all of the assets
and certain liabilities of Triangle Wire & Cable, Inc. of Lincoln, Rhode
Island and its Canadian affiliate, FLI Royal Wire & Cable ("Triangle"),
related to the sales, marketing, manufacturing and distribution of
electrical wire and cable.  The acquisition included four manufacturing
facilities which produce a broad range of building and industrial wire and
cable.  The total purchase price for the net assets of Triangle, including
acquisition costs, was $72,410.  The acquisition was financed from
proceeds received under Essex' revolving credit agreement.

<PAGE>
                             ESSEX INTERNATIONAL INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

In Thousands of Dollars, Except Per Share Data
----------------------------------------------

     The acquisition was recorded under the purchase method of accounting
and accordingly, the results of operations of Triangle for the two months
and year ended December 31, 1996 and December 31, 1997, respectively, are
included in the accompanying consolidated financial statements.  The
purchase price was allocated to assets acquired and liabilities assumed
based on their respective fair values at the date of acquisition.  The
allocation of the purchase price is summarized as follows:


            Current assets                             $73,574
            Property, plant and equipment               14,556
            Current liabilities                        (17,304)
            Deferred taxes                               1,584
                                                        ------             
                                                       $72,410
                                                        ======

     The following unaudited pro forma consolidated financial information
for the Company for 1995 and 1996 are presented assuming the acquisition
had occurred on January 1, 1995:

<TABLE>
<CAPTION>

                                             1995             1996
                                             ----             ----

<S>                                       <C>              <C>
Net sales                                 $1,505,196       $1,561,224
Income before extraordinary charge            11,809           40,049
Net income                                     8,838           38,866

Pro forma net income per common
  share - assuming dilution                    $ .06            $1.29

</TABLE>

     The pro forma consolidated financial information does not purport to
present what the Company's consolidated results of operations would
actually have been if the acquisition had occurred on January 1, 1995 and
is not intended to project future results of operations.

<PAGE>
                             ESSEX INTERNATIONAL INC.

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

In Thousands of Dollars
-----------------------

NOTE 3   INVENTORIES

     The components of inventories are as follows:

<TABLE>
<CAPTION>

                                        December 31,
                              -------------------------------
                                1996                   1997
                              --------               --------

<S>                           <C>                    <C>
Finished goods                $171,213               $162,570
Raw materials and work
  in process                    56,840                 54,146
                               -------                -------
                               228,053                216,716
LIFO reserve                   (10,410)                16,304
                               -------                -------
                              $217,643               $233,020
                               =======                =======

</TABLE>

     Principal elements of cost included in inventories are copper, other
purchased materials, direct labor and manufacturing overhead.  Inventories
valued using the LIFO method amounted to $210,454 and $222,957 at December
31, 1996 and 1997, respectively.

<PAGE>
                             ESSEX INTERNATIONAL INC.

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

In Thousands of Dollars
-----------------------

NOTE 4   PROPERTY, PLANT AND EQUIPMENT

     The components of property, plant and equipment are as follows:

<TABLE>
<CAPTION>

                                        December 31,
                              -------------------------------
                                1996                   1997
                              --------               --------

<S>                           <C>                    <C>
Land                          $  9,386               $  9,342
Buildings and improvements      95,600                 96,551
Machinery and equipment        272,621                294,928
Construction in process         14,990                 23,376
                               -------                -------

                               392,597                424,197
    Less accumulated
      depreciation             112,108                136,365
                               -------                -------

                              $280,489               $287,832
                               =======                =======

</TABLE>

<PAGE>
                                ESSEX INTERNATIONAL INC.

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

In Thousands of Dollars
-----------------------

NOTE 5   ACCRUED LIABILITIES 

     Accrued liabilities include the following:

<TABLE>
<CAPTION>

                                        December 31,
                              -------------------------------
                                1996                   1997
                              --------               --------
<S>                           <C>                    <C>
Salaries, wages and
  employee benefits           $20,271                $27,041
Amounts due customers          11,381                 14,142
Other                          31,694                 25,242
                               ------                 ------
                              $63,346                $66,425

</TABLE>

NOTE 6  LONG-TERM DEBT 

     Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                        December 31,
                              -------------------------------
                                1996                   1997
                              --------               --------
<S>                           <C>                    <C>
10% Senior notes              $200,000               $200,000
Revolving loan                 179,900                100,000
Lease obligation                31,766                 18,750
Term loan                       21,250                      -
                               -------                -------
                               432,916                318,750
   Less current portion         11,576                  2,500
                               -------                -------

                              $421,340               $316,250
                               =======                =======

</TABLE>

<PAGE>
                           ESSEX INTERNATIONAL INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

In Thousands of Dollars
-----------------------

ESSEX BANK FINANCING

     The Company maintains a revolving credit agreement, amended and
restated effective April 23, 1997, by and among Essex, the Company, the
Lenders named therein, and The Chase Manhattan Bank, as administrative
agent (the "Essex Revolving Credit Agreement").  The Essex Revolving
Credit Agreement expires in 2001 and provides for up to $370,000 in
revolving loans, subject to specified percentages of eligible assets,
reduced by outstanding borrowings under Essex' Canadian credit agreement
and unsecured bank lines of credit ($6,632 and $28,120, respectively, at
December 31, 1997), as described below.  The Essex Revolving Credit
Agreement also provides a $25,000 letter of credit subfacility.

     Essex Revolving Credit Agreement loans bear floating rates of
interest, at Essex' option, at bank prime plus .50% or a reserve adjusted
Eurodollar rate (LIBOR) plus 1.50%.  The spreads over the prime and LIBOR
rates can be reduced to 0%, and .375%, respectively, if a specified
leverage ratio is achieved.  The average commitment fees during the
revolving loan period are between .125% and .375% of the average daily
unused portion of the available credit based upon certain financial
ratios.  At December 31, 1996 and 1997, the rates of interest under the
Essex Revolving Credit Agreement, including applicable margins, averaged
7.1% and 6.3%, respectively.

     Indebtedness under the Essex  Revolving Credit Agreement is
guaranteed by the Company and all of Essex' subsidiaries, and is secured
by a pledge of the capital stock of Essex and its subsidiaries and by a
first lien on substantially all assets.  Essex' ability to borrow under
the Essex Revolving Credit Agreement is restricted by the financial
covenants contained therein, and by certain debt limitation covenants
contained in the indenture under which the 10% Senior Notes due 2003 (the
"Essex Senior Notes") were issued (the "Essex Senior Note Indenture").

     The Essex Revolving Credit Agreement contains various covenants which
include, among other things:  (a) the maintenance of certain financial
ratios and compliance with certain financial tests and limitations; (b)
limitations on investments and capital expenditures; (c) limitations on
cash dividends paid; and (d) limitations on leases and the sale of assets. 
Through December 31, 1997, Essex fully complied with all of the financial
ratios and covenants contained in the Essex Revolving Credit Agreement.

     Essex and its subsidiaries also maintain two additional credit
facilities consisting of:  (i) a $25,000 agreement and lease dated as of
April 12, 1995 by and between Essex and Mellon Leasing Corporation (the
"Essex Sale and Leaseback Agreement"); and (ii) a $15,000 credit agreement
by and between an Essex subsidiary and a Canadian chartered bank (the
"Canadian Credit Agreement").

<PAGE>
                            ESSEX INTERNATIONAL INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

In Thousands of Dollars
-----------------------

     The Essex Sale and Leaseback Agreement provides $25,000 for the sale
and leaseback of certain of Essex' fixed assets.  The Essex Sale and
Leaseback Agreement has a seven-year term expiring in May 2002.  The
principal component of the rental is paid quarterly, with the amount of
each of the first 27 payments equal to 2.5% of lessor's cost of the
equipment, and the balance is due at the final payment.  The interest
component is paid on the unpaid principal balance and is calculated by the
lessor at LIBOR plus 2.5%.  The effective interest rate can be reduced by
0.25% to 1.125% if certain specified financial conditions are achieved. 
The fixed assets subject to the Essex Sale and Leaseback Agreement (all of
which are machinery and equipment) are included in property, plant and
equipment in the Consolidated Balance Sheets and have a gross cost of
$30,867 and accumulated amortization of $6,605 at December 31, 1997.

     Borrowings under the Canadian Credit Agreement are restricted to
meeting the working capital requirements of the subsidiary and are secured
by the subsidiary's accounts receivable.  As of December 31, 1997, $6,632
was outstanding under the Canadian Credit Agreement and denoted as notes
payable to banks in the Consolidated Balance Sheets.  The Canadian Credit
Agreement bears interest at rates similar to the Essex Revolving Credit
Agreement and terminates May 30, 1998, although it may be extended for
successive one-year periods upon the mutual consent of the subsidiary and
lending bank.

     Essex also has bank lines of credit which provide unsecured
borrowings for working capital of up to $25,000 for 1996 and $50,000 for
1997 of which $25,000 and $28,120 were outstanding at December 31, 1996
and 1997, respectively, and denoted as notes payable to banks in the
Consolidated Balance Sheets.  These lines of credit bear interest at rates
subject to agreement between Essex and the lending banks.  At December 31,
1996 and 1997, such rates of interest averaged 7.6% and 7.2%,
respectively. 

     In connection with the Triangle acquisition, Essex terminated its
former revolving credit agreement and recognized an extraordinary charge
of $1,183 ($1,971 before applicable tax benefit) in 1996 for the write-off
of associated unamortized deferred debt costs.  In connection with the
redemption of all of its 16% Senior Discount Debentures due 2004 at their
principal amount of $272,850 on May 15, 1995, Essex terminated its then
existing credit agreement and recognized an extraordinary charge of $2,971
($4,951 before applicable income tax benefit) in 1995 for the write-off of
associated unamortized deferred debt costs.

<PAGE>
                              ESSEX INTERNATIONAL INC.

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

In Thousands of Dollars
-----------------------

Essex Senior Notes

     At December 31, 1996 and 1997, $200,000 aggregate principal amount of
the Essex Senior Notes were outstanding.  The Essex Senior Notes bear
interest at 10% per annum payable semiannually and are due in May 2003. 
The Essex Senior Notes rank pari passu in right of payment with all other
senior indebtedness of Essex.  To the extent that any other senior
indebtedness of Essex is secured by liens on the assets of Essex, the
holders of such senior indebtedness will have a claim prior to any claim
of the holders of the Essex Senior Notes as to those assets.

     At the option of Essex, the Essex Senior Notes may be redeemed,
commencing May 1998 in whole, or in part, at redemption prices ranging
from 103.75% in 1998 to 100% in 2001.  Upon a Change in Control, as
defined in the Essex Senior Note Indenture, each holder of Essex Senior
Notes will have the right to require Essex to repurchase all or any part
of such holder's Essex Senior Notes at a repurchase price equal to 101% of
the principal amount thereof.  The Essex Senior Note Indenture contains
various covenants which include, among other things, limitations on debt,
on the sale of assets, and on cash dividends paid.  Through December 31,
1997 Essex fully complied with all of the financial ratios and covenants
contained in the Essex Senior Note Indenture.

Other

     Essex capitalized interest costs of $565, $558, and $100 in 1995,
1996, and 1997, respectively, with respect to qualifying assets.

     Total interest paid was $32,312, $38,284, and $36,618 in 1995, 1996
and 1997, respectively.

     Aggregate annual maturities of long-term debt for the next five years
are:

        1998                                     $ 2,500        
        1999                                       2,500        
        2000                                       2,500        
        2001                                     102,500        
        2002                                       8,750        

     The year 2001 includes repayment of the Essex revolving loan in the
amount of $100,000.

<PAGE>
                               ESSEX INTERNATIONAL INC.

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

In Thousands of Dollars
-----------------------

NOTE 7  INCOME TAXES

     Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes. 
The components of the deferred tax liabilities and assets are:
    
<TABLE>
<CAPTION>

                                        December 31,
                              -------------------------------
                                1996                   1997
                              --------               --------
<S>                           <C>                    <C>
Deferred tax liabilities:                                     
  Property, plant and
   equipment                  $60,519                $60,927
  Inventory                    30,114                 30,155
  Other                         4,502                  3,794
                               ------                 ------

   Total deferred tax
    liabilities                95,135                 94,876

Deferred tax assets:                                          
  Accrued liabilities           8,252                  8,555
  Other                        13,689                 16,087
                               ------                 ------

   Total deferred tax assets   21,941                 24,642
                               ------                 ------

   Net deferred tax
    liabilities               $73,194                $70,234
                               ======                 ======

</TABLE>

<PAGE>
                           ESSEX INTERNATIONAL INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

In Thousands of Dollars
-----------------------

The components of income tax expense are as follows:

<TABLE>
<CAPTION>

                                 Years Ended December 31,
                         ---------------------------------------
                          1995             1996            1997
                         ------           ------          ------
<S>                      <C>              <C>             <C>
Current:
  Federal                $ 8,560          $29,468         $48,120
  State                    5,334            6,937          10,640

Deferred (Credit):
  Federal                  2,382           (5,805)         (2,377)
  State                   (1,896)          (1,612)           (583)
                          ------           ------          ------

                         $14,380          $28,988         $55,800
                          ======           ======          ======

</TABLE>

     Total income taxes paid were $15,989, $32,656 and $56,350 in 1995,
1996 and 1997, respectively.

<PAGE>
                             ESSEX INTERNATIONAL INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

In Thousands of Dollars
-----------------------

     Principal differences between the effective income tax rate and the
statutory federal income tax rate are as follows:


<TABLE>
<CAPTION>

                                    Years Ended December 31,
                            ---------------------------------------
                             1995             1996            1997
                            ------           ------          ------
<S>                         <C>              <C>             <C>
Statutory federal
  income tax rate            35.0%            35.0%           35.0%
State and local taxes,
  net of federal benefit      7.9              5.2             4.7
Excess of cost over
  net assets
  acquired amortization       5.1              2.1             1.0
Other, net                    4.0              1.3            (0.8)
                             ----             ----            ----

Effective income tax rate    52.0%            43.6%           39.9%

</TABLE>

     In connection with the Acquisition of Essex in 1992, the Company
elected not to step up its tax bases in the assets acquired.  Accordingly,
the income tax bases in the assets acquired have not been changed from
pre-1988 Acquisition values.  Depreciation and amortization of the higher
allocated financial statement bases are not deductible for income tax
purposes, thus increasing the effective income tax rate reflected in the
consolidated financial statements.

NOTE 8  RETIREMENT BENEFITS

     Essex sponsors two defined benefit retirement plans for substantially
all salaried and hourly employees.  Essex also has a supplemental
executive retirement plan which provides retirement benefits based on the
same formula as in effect under the salaried employees' plan, but which
only takes into account compensation in excess of amounts that can be
recognized under the salaried employees' plan. Salaried plan retirement
benefits are generally based on years of service and the employee's
compensation during the last several years of

<PAGE>
                         ESSEX INTERNATIONAL INC.

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

In Thousands of Dollars
-----------------------

employment.  Hourly plan retirement benefits are based on hours worked and
years of service with a fixed dollar benefit level.  Essex' funding policy
is based on an actuarially determined cost method allowable under Internal
Revenue Service regulations, the projected unit credit method.  Pension
plan assets consist principally of fixed income and equity securities and
cash and cash equivalents.

     The components of net periodic pension cost for the plans are as
follows:
    

<TABLE>
<CAPTION>

                                            Years Ended December 31,
                                     ---------------------------------------
                                      1995             1996           1997
                                     ------           ------          ------
<S>                                  <C>              <C>             <C>
Service cost--benefits
  earned during the period           $  2,365         $ 3,377         $ 3,521
Interest costs on projected
  benefit obligation                    3,923           4,715           5,342
Actual return on plan assets          (13,597)         (5,123)        (11,708)
Net amortization and deferral           9,751             268           6,677
                                      -------          ------          ------

Net periodic pension cost            $  2,442         $ 3,237         $ 3,832
                                      =======          ======          ======

</TABLE>

<PAGE>
                                 ESSEX INTERNATIONAL INC.

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

In Thousands of Dollars
-----------------------

     The following table summarizes the funded status of these pension
plans and the related amounts that are recognized in the Consolidated
Balance Sheets:


<TABLE>
<CAPTION>

                                                       December 31,
                                            -------------------------------
                                             1996                     1997
                                            ------                   ------
<S>                                         <C>                      <C>   
Actuarial present value of benefit
  obligation:
  Vested                                    $ 44,726                 $54,209
  Nonvested                                    3,804                   4,494
                                             -------                  ------
Accumulated benefit obligation                48,530                  58,703
Effect of projected future salary
  increases                                   17,690                  23,406
                                             -------                  ------

Projected benefit obligation                  66,220                  82,109

Plan assets at fair value                     60,131                  70,676
                                             -------                  ------

Projected benefit obligation in excess
  of fair value of plan assets                (6,089)                (11,433)
Unrecognized net gain                         (5,131)                 (3,302)
Unrecognized prior service cost                 (299)                   (254)
                                             -------                  ------

Pension liability recognized in
  balance sheets                            $(11,519)               $(14,989)

</TABLE>

     Certain actuarial assumptions were revised in 1996 and 1997 resulting
in a decrease of $5,345 and an increase of $6,231, respectively, in the
projected benefit obligation. 

<PAGE>
                                  ESSEX INTERNATIONAL INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

In Thousands of Dollars
-----------------------

     Following is a summary of significant actuarial assumptions used:


<TABLE>
<CAPTION>

                                            Years Ended December 31,
                                     ---------------------------------------
                                      1995             1996           1997
                                     ------           ------          ------
<S>                                  <C>              <C>             <C>
Discount rates                        7.0%             7.5%           7.0%
Rates of increase in
  compensation levels                 5.0%             5.0%           5.0%
Expected long-term rate of
  return on assets                    9.0%             9.0%           9.0%

</TABLE>

     In addition to the defined benefit retirement plans as detailed
above, Essex also sponsors defined contribution savings plans which cover
substantially all salaried and non-union hourly employees of Essex and
certain other hourly employees, represented by collective bargaining
agreements, who negotiate this benefit into their contract.  The purpose
of these savings plans is generally to provide additional financial
security during retirement by providing employees with an incentive to
make regular savings.  Essex' contributions to the defined contribution
plans totalled $1,123, $1,194, and $2,055 in 1995, 1996 and 1997,
respectively.

     Essex also sponsors an unfunded, nonqualified deferred compensation
plan which permits certain key management employees to annually elect to
defer a portion of their compensation and earn a guaranteed interest rate
on the deferred amounts.  The total amount of participant deferrals and
accrued interest, which is reflected in other long-term liabilities, was
$1,234 and $2,217 at December 31, 1996 and 1997, respectively.

<PAGE>
                               ESSEX INTERNATIONAL INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

In Thousands of Dollars
-----------------------

NOTE 9  REDEEMABLE PREFERRED STOCK, COMMON STOCK SUBJECT TO PUT AND
        STOCKHOLDER'S EQUITY

     Following is an analysis of redeemable preferred stock, common stock
subject to put and stockholder's equity:

<TABLE>
<CAPTION>

             
                                      Redeemable      Common Stock
                                       Preferred     Subject to Put
                                        Stock       Shares    Amount

<S>                                     <C>         <C>       <C>
Balance at December 31, 1994           $41,155      957,745   $ 5,474
Net income                                   -            -         -
Preferred stock dividend                 6,962            -         -
Accretion of preferred stock               703            -         -
Expiration of put rights                     -     (117,352)     (671)
Stock options exercised                      -            -         -
                                        ------     --------     -----
<CAPTION>

                                         STOCKHOLDERS' EQUITY
                                                               
                      Common Stock         Additional    Retained
                                           Paid-in       Earnings
                     Shares       Amount   Capital      (Deficit)    Total
                     ------       ------   ----------   ---------    -----
<S>                  <C>          <C>        <C>         <C>         <C>
Balance at
 December 31, 1994  16,628,487.5  $166       $ 77,350    $(16,688)  $60,828
Net income                     -     -              -      10,300    10,300
Preferred stock
  dividend                     -     -         (6,962)          -    (6,962)
Accretion of
  preferred stock              -     -           (703)          -      (703)
Expiration of
  put rights             117,352     1            670           -       671
Stock options
  exercised               72,868     1            165           -       166
                     -----------  ----        -------      ------      ----

</TABLE>

<PAGE>
                             ESSEX INTERNATIONAL INC.

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

In Thousands of Dollars
-----------------------
<TABLE>
<CAPTION>
                                      Redeemable      Common Stock
                                       Preferred     Subject to Put
                                        Stock       Shares    Amount

<S>                                     <C>         <C>       <C>
Balance at December 31, 1995           $48,820      840,393   $ 4,803
Net income                                   -            -         -
Issuance of common stock                     -      437,709     4,377
Preferred stock dividend                 4,248            -         -
Accretion of preferred stock             2,024            -         -
Preferred stock redemption             (55,092)           -         -
Expiration of put rights                     -      (15,500)     (101)
Stock options exercised                      -            -         -
Increase in fair value                       -            -     3,547
                                       -------      -------     -----
<CAPTION>

                                         STOCKHOLDERS' EQUITY
                                                               
                      Common Stock         Additional    Retained
                                           Paid-in       Earnings
                     Shares       Amount   Capital      (Deficit)    Total
                     ------       ------   ----------   ---------    -----
<S>                  <C>          <C>        <C>         <C>         <C>
Balance at
 December 31, 1995  16,818,707.5   168         70,520      (6,388)   64,300
Net income                     -     -              -      36,325    36,325
Issuance of common
  stock              5,930,000      59         59,241           -    59,300
Preferred stock
  dividend                     -     -         (1,906)     (2,342)   (4,248)
Accretion of
  preferred stock              -     -           (179)     (1,845)   (2,024)
Preferred stock
  redemption                   -     -           (411)     (3,774)   (4,185)
Expiration of
  put rights              15,500     -            101           -       101
Stock options
  exercised               29,748     1             67           -        68
Increase in fair
  value                        -     -         (3,547)          -    (3,547)
                     -----------  ----        -------      ------     -----
</TABLE>

<PAGE>
                              ESSEX INTERNATIONAL INC.

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

In Thousands of Dollars
-----------------------

<TABLE>
<CAPTION>
                                      Redeemable       Common Stock
                                       Preferred      Subject to Put
                                        Stock        Shares    Amount

<S>                                     <C>        <C>        <C>
Balance at December 31, 1996                 -     1,262,602   12,626
Net income                                   -             -        -
Common stock repurchase                      -             -        -
Expiration of put rights                     -    (1,262,602) (12,626)
Issuance of common stock                     -             -        -
Stock options exercised                      -             -        -
Warrants exercised                           -             -        -
                                        ------     ---------   ------
Balance at December 31, 1997           $     -             -  $     -

<CAPTION>

                                         STOCKHOLDERS' EQUITY
                                                               
                      Common Stock         Additional    Retained
                                           Paid-in       Earnings
                     Shares       Amount   Capital      (Deficit)    Total
                     ------       ------   ----------   ---------    -----
<S>                  <C>          <C>        <C>         <C>         <C>
Balance at
 December 31, 1996  22,793,995.5   228        123,886      21,976   146,090
Net income                     -     -              -      83,954    83,954
Common stock
  repurchase           (50,000)     (1)          (285)       (214)     (500)
Expiration of
  put rights         1,262,602      13         12,613           -    12,626
Issuance of common
  stock              3,000,000      30         46,211           -    46,241
Stock options
  exercised            684,206.5     7          5,678           -     5,685 
Warrants exercised   1,953,718      19            (19)          -         -

Balance at December
  31, 1997          29,644,482    $296       $188,084    $105,716  $294,096
                    ----------     ---        -------     -------   -------

</TABLE>

<PAGE>
                              ESSEX INTERNATIONAL INC.

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

In Thousands of Dollars, Except Per Share Data
----------------------------------------------

     On May 1, 1997, the Company completed the Offering of 6,546,700
shares of common stock, including 3,546,700 shares sold by existing
shareholders.  The net proceeds to the Company, after underwriting
commissions and other associated expenses, were approximately $46,241 of
which $29,497 was used to repay borrowings under the Essex Term Loan and
the remaining proceeds were applied to the Essex Revolving Credit
Agreement.  In connection with the Offering, a one-for-two reverse stock
split and a reclassification of the Company's two existing classes of
common stock into a single class of common stock occurred.  All common
shares, options, warrants, and per share amounts have been adjusted to
give effect to the reverse stock split.  Also, management stockholders'
put right with respect to common stock expired.

     On October 3, 1997, the Company completed a secondary public offering
(the "Secondary Offering") of 4,804,266 shares of common stock, all of
which were sold by existing shareholders.

     The authorized capital stock of the Company consists of (i)
150,000,000 shares of common stock, par value $0.01, and (ii) 5,000,000
shares of preferred stock, par value $0.01 per share.  As of December 31,
1997 there were 29,644,482 shares of common stock outstanding, and no
shares of preferred stock outstanding.

Options

     Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" ("FAS 123") encourages, but does not require,
companies to record compensation cost for stock-based employee
compensation plans at fair value.  The Company has chosen to continue to
account for stock-based compensation using the intrinsic value method
prescribed in Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" ("APB 25") and related Interpretations.  Under
APB 25, because the exercise prices of the Company's stock options granted
to management and employees of Essex, are based upon fair value of the
stock at the date of each grant, no compensation expense has been recorded
in connection with the issuance of stock options.  A public market did not
exist for the Company's common stock prior to the Offering, therefore,
fair value, as approved by the Board of Directors of the Company, was
based upon factors such as sales prices in the most recent issuances of
company stock and earnings multiples.

     Grants of options to purchase common stock of the Company have been
made to management and employees of Essex pursuant to, and are subject to
the provisions of, an Amended and Restated Stock Option Plan and
individual stock option agreements.  The Amended and Restated Stock Option

                              ESSEX INTERNATIONAL INC.

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

In Thousands of Dollars, Except Per Share Data
----------------------------------------------

Plan provides for the issuance of up to 4,798,144 shares of the Company's
common stock.  All options granted have ten year terms and vest and become
fully exercisable over periods of one to three years of continued
employment.  The number of shares for which certain options were granted
in connection with the Acquisition and the associated exercise price, may
be reduced by the Board of Directors of the Company in accordance with a
specified formula.

     In addition, grants of options to purchase stock of the Company have
been made to nonemployee directors of the Company pursuant to, and are
subject to the provisions of, a 1997 Stock Option Plan for Nonemployee
Directors (the "Nonemployee Directors' Stock Option Plan").  The
Nonemployee Directors' Stock Option Plan provides for the issuance of up
to 100,000 shares of the Company's common stock.  All options granted have
ten-year terms and are fully exercisable on the date of the grant. 
Options granted in 1997 totaled 5,133, with an exercise price of $15.00.

     Pro forma information regarding net income and earnings per share is
required by FAS 123, and has been determined as if the Company had
accounted for its stock options issued in 1995, 1996, and 1997 under the
fair value method of that Statement.  The fair value for these options was
estimated as of the date of grant using a "minimum value" method
acceptable for nonpublic companies.  The effect of applying FAS 123's fair
value method to the Company's stock-based awards results in net income and
earnings per share that are not materially different from amounts
reported.  Because FAS 123 is applicable only to options granted
subsequent to December 31, 1994, its effect was not fully reflected until
1997.

     Option valuation models require the input of highly subjective
assumptions.  Because the Company's stock options have characteristics
significantly different from those of traded options, and because changes
in the subjective input assumptions can materially affect the fair value
estimate, in management's opinion the existing models do not necessarily
provide a reliable single measure of the fair value of its stock options.

<PAGE>
                              ESSEX INTERNATIONAL INC.

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

In Thousands of Dollars, Except Per Share Data
----------------------------------------------

     A summary of the Company's stock option activity, and related
information follows:

[CAPTION]
<TABLE>
                                                      1995 
                                                    Weighted-
                                                     Average         
                                                    Exercise          
                                        Options       Price     Options
                                        -------     ---------   -------
<S>                                     <C>         <C>         <C>
Outstanding-beginning of year           2,153,800   $2.34       2,464,175
Granted                                   432,500    5.72         462,500
Exercised                                (113,375)   2.04         (46,200)
Forfeited                                  (8,750)   5.72          (9,500)
                                        ---------    ----       ---------

Outstanding-end of year                 2,464,175   $2.94       2,870,975
                                        =========    ====       =========
                          
Exercisable-end of year                 1,874,675   $2.06       1,828,475
                                        =========    ====       =========
<CAPTION>

                                         1996                    1997
                                       Weighted-                Weighted-
                                        Average                  Average
                                       Exercise                 Exercise
                                         Price     Options        Price
                                       --------    ---------    ---------
<S>                                     <C>         <C>         <C>
Outstanding-beginning of year           $2.94       2,870,975   $ 3.52
Granted                                  6.52         735,133    10.03
Exercised                                2.04      (1,032,490)    2.25
Forfeited                                5.72         (15,000)    7.15
                                         ----       ---------    -----

Outstanding-end of year                 $3.52       2,558,618    $5.88
                                         ====       =========     ====

Exercisable-end of year                 $2.06         964,619    $2.54

</TABLE>

<PAGE>
                              ESSEX INTERNATIONAL INC.

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

In Thousands of Dollars, Except Per Share Data
----------------------------------------------

     As of December 31, 1997 there were 729,010 options at $2.00 per share
exercise price, 125,475 options at $2.50 exercise price, 886,500 options
at $5.72 per share exercise price, 812,500 options at $10.00 per share
exercise price and 5,133 options at $15.00 per share exercise price
outstanding to purchase shares of the Company's common stock.  The
weighted-average remaining contractual life of those options is 7.0 years. 
In January 1998, the Company issued options to purchase 311,000 shares of
the Company's common stock at a $32.21 exercise price.

Preferred Stock and Warrants

     On July 15, 1996 the Company redeemed all of its outstanding
preferred stock for $59,277 including redemption expenses.  The redemption
of the outstanding preferred stock was financed through a private offering
of 5,930,000 shares of the Company's common stock to certain of its common
stockholders and their affiliates.  In December 1996, the private offering
was extended to certain management employees of Essex who, collectively,
purchased 437,709 shares of common stock.

     In connection with the Acquisition and related issuance of preferred
stock, 2,833,369 warrants to purchase the Company's common stock (the
"Warrants") were issued.  The preferred stock and Warrants were recorded
at their estimated fair values of which $4,250 was assigned to the
Warrants.  The excess of the liquidation preference value over the
carrying value of the preferred stock of $4,250, was being accreted by
periodic charges to paid in capital.  Such liquidation preference became
fully accreted upon the redemption of the redeemable preferred stock.

     In connection with the Offering and the Secondary Offering, the
2,833,369 outstanding warrants were redeemed for 1,953,718 shares of
common stock.  No warrants remain outstanding at December 31, 1997.

NOTE 10   RELATED PARTY TRANSACTIONS

     Advisory services fees of $1,000 were paid to an affiliate of BHLP
for 1995, 1996 and 1997, respectively, and it is expected that such
advisory fees will continue to be paid for such services in the future. 
Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs &
Co., having a substantial ownership in the Company at the time, acted as
two of the underwriters in the Offering, and in such capacity received
aggregate underwriting discounts and commissions of approximately $4,400
of which $2,300 was borne by the Company.

<PAGE>
                             ESSEX INTERNATIONAL INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

In Thousands of Dollars, Except Per Share Data
----------------------------------------------

NOTE 11  EARNINGS PER SHARE

     The following table sets forth the computation of basic and diluted
earnings per share:

<TABLE>
<CAPTION>

                                              Years Ended
                                              December 31,
                                 ---------------------------------------
                                  1995             1996            1997
                                 ------           ------          ------
<S>                              <C>              <C>             <C>
Numerator:
  Income before extraordinary
   charge                        $13,271          $37,508         $83,954
  Preferred stock redemption
   premium                             -           (4,185)              -
  Preferred stock dividend
   requirement                    (6,962)          (4,248)              -
  Accretion of preferred stock      (703)          (2,024)              -
                                  ------           ------          ------

    Income before
     extraordinary charge
     applicable to common stock    5,606           27,051          83,954

    Extraordinary charge           2,971            1,183               -
                                  ------           ------          ------

    Net income applicable to
      common stock                $2,635          $25,868         $83,954
                                   =====           ======          ======

<PAGE>
                               ESSEX INTERNATIONAL INC.

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

In Thousands of Dollars, Except Per Share Data
----------------------------------------------

                                              Years Ended
                                              December 31,
                                 -------------------------------------------
                                    1995           1996              1997
                                   ------         ------            ------
<S>                              <C>              <C>             <C>
Denominator:
  Denominator for basic
   earnings per share--
   weighted-average shares       17,601,859       20,611,305     27,699,888
  Effect of dilutive
   securities:            
    Stock options                   754,511          835,556      1,186,696
    Warrants                              -          601,282        727,905
                                 ----------       ----------      ---------

     Dilutive potential
      common shares                 754,511        1,436,838      1,914,601

  Denominator for diluted
   earnings per share--
   adjusted weighted-
   average shares                18,356,370       22,048,143     29,614,489
                                 ==========       ==========     ==========

Earnings per common share:            
  Income before extraordinary
   charge                             $ .32            $1.32          $3.03
  Extraordinary charge                  .17              .06              -
                                       ----             ----           ----

  Net income                          $ .15            $1.26          $3.03

Earnings per common share -
  assuming dilution:          
  Income before extraordinary
   charge                             $ .30            $1.22          $2.83
  Extraordinary charge                  .16              .05              -
                                       ----             ----           ----

  Net income                          $ .14            $1.17          $2.83
                                       ====             ====           ====

</TABLE>

<PAGE>
                               ESSEX INTERNATIONAL INC.

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

In Thousands of Dollars
-----------------------

NOTE 12  DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE INFORMATION

     Essex, to a limited extent, uses forward fixed price contracts and
derivative financial instruments to manage foreign currency exchange and
commodity price risks.  Essex does not hold or issue financial instruments
for investment or trading purposes.  Essex is exposed to credit risk in
the event of nonperformance by counterparties for foreign exchange forward
contracts, metal forward price contracts and metals futures contracts but
Essex does not anticipate nonperformance by any of these counterparties. 
The amount of such exposure is generally the unrealized gains within the
underlying contracts.

Foreign exchange risk management

     Essex engages in the sale and purchase of goods and services which
periodically require payment or receipt of amounts denominated in foreign
currencies.  To protect Essex' related anticipated cash flows from the
risk of adverse foreign currency exchange fluctuations for firm sales and
purchase commitments, Essex enters into foreign currency forward exchange
contracts.  At December 31, 1996, Essex had no forward exchange sales
contracts but did have $138 of Deutschemark purchase contracts whose fair
value approximated the contract amount.  At December 31, 1997, Essex had
no foreign currency forward exchange contracts.  Foreign currency gains or
losses resulting from Essex' operating and hedging activities are
recognized in earnings in the period in which the hedged currency is
collected or paid.  The related amounts due to or from counterparties are
included in other liabilities or other assets.

Commodity price risk management

     Copper, Essex' principal raw material, experiences marked
fluctuations in market prices, thereby subjecting Essex to copper price
risk with respect to copper purchases and to firm and anticipated customer
sales contracts.  Derivative financial instruments in the form of copper
futures contracts are utilized by Essex to reduce those risks.  

     Purchase or "long" contracts are utilized by Essex to hedge firm and
anticipated sales contracts while sales or "short" contracts are employed
with respect to "carryover" copper purchases.  Copper carryover purchases
represent that portion of Essex' current month's copper purchase
commitments priced at the current month's average New York Commodity
Exchange, Inc. ("COMEX") price, but not delivered until the following
month.  Short contracts are utilized to mitigate risk that copper prices,
at the time of copper receipt, are likely to be below the average COMEX
price of the incoming copper carryover.

                         ESSEX INTERNATIONAL INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

In Thousands of Dollars
-----------------------

     Purchase contracts at December 31, 1996 and 1997 totalled 42.5 and
1.2 million copper pounds, respectively, with contract amounts of $42,000
and $1,000 and estimated fair values of $41,300 and $1,000, respectively. 
There were no sales contracts at December 31, 1996.  Sales contracts at
December 31, 1997 totalled 25.0 million copper pounds, with a contract
amount of $21,500 and a fair value of $20,800.  Deferred and unrealized
gains or losses on these futures contracts ($700 loss and $700 gain at
December 31, 1996 and 1997, respectively) are included within other assets
and will be recognized in earnings in the period in which the hedged
copper is sold to customers and the underlying contracts are liquidated,
when a sale is no longer expected to occur or when the carryover copper is
received.

Fair value of financial instruments

     The Company's financial instruments, exclusive of certain forward
contracts and futures contracts as discussed above, generally consist of
cash and cash equivalents and long-term debt.  The carrying amounts of the
Company's cash and cash equivalents approximated fair value at December
31, 1996 and 1997 while the carrying amount of the Essex Senior Notes was
less than fair value by approximately $8,000 and $9,500 at December 31,
1996 and 1997, respectively.  Fair values with respect to the Company's
foreign currency forward exchange contracts and copper futures contracts
are determined based on quoted market prices.

NOTE 13   CONTINGENT LIABILITIES AND COMMITMENTS

     There are various claims and pending legal proceedings against Essex
including environmental matters and other matters arising out of the
ordinary course of its business.  Pursuant to the 1988 Acquisition, UTC
agreed to indemnify Essex against all losses (as defined) resulting from
or in connection with damage or pollution to the environment and arising
from events, operations, or activities of Essex prior to February 29, 1988
or from conditions or circumstances existing at February 29, 1988.  Except
for certain matters relating to permit compliance, Essex is fully
indemnified with respect to conditions, events or circumstances known to
UTC prior to February 29, 1988.  The sites covered by this indemnity are
handled directly by UTC and all payments required to be made are paid
directly by UTC.  The amounts related to this environmental contingency
are not material to the Company's consolidated financial statements.  UTC
also provided a second environmental indemnity which deals with losses
related to environmental events, conditions or circumstances existing at
or prior to February 29, 1988, which only became known in the five year
window commencing February 29, 1988.  As to any such losses, Essex is
responsible for the first $4,000 incurred.  Management and its legal

                         ESSEX INTERNATIONAL INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

In Thousands of Dollars
-----------------------

counsel periodically review the probable outcome of pending proceedings
and the costs reasonably expected to be incurred.  Essex accrues for these
costs when it is probable that a liability has been incurred and the
amount of the loss can be reasonably estimated.  After consultation with
counsel, in the opinion of management, the ultimate cost to Essex,
exceeding amounts provided, will not materially affect its consolidated
financial position, cash flows or results of operations.  There can be no
assurance, however, that future developments will not alter this
conclusion.

     Since about 1990, Essex has been named as a defendant in a limited
number of product liability lawsuits brought by electricians and other
skilled tradesmen claiming injury from exposure to asbestos found in
electrical wire products produced a number of years ago.  At December 31,
1997, the number of cases pending against Essex was 101 involving
approximately 308 claims.  Essex' strategy is to defend these cases
vigorously.  Essex believes that its liability, if any, in these matters
and the related defense costs will not have a material adverse effect
either individually or in the aggregate upon its business or financial
condition, cash flows or results of operations.  There can be no
assurance, however, that future developments will not alter this
conclusion.

     At December 31, 1997, Essex had purchase commitments for 765.0
million pounds of copper.  This is not expected to be either a quantity in
excess of needs or at prices in excess of amounts that can be recovered
upon sale of the related copper products.  The commitments are to be
priced based on the COMEX price in the contractual month of shipment
except for 76.5 million pounds of copper that have been priced at fixed
amounts through forward purchase contracts covered by customer sales
agreements at copper prices at least equal to Essex' copper commitment.

     At December 31, 1997, Essex had committed $4,997 to outside vendors
for certain capital projects.

<PAGE>
                         ESSEX INTERNATIONAL INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

In Thousands of Dollars
-----------------------

     Essex occupies space and uses certain equipment under lease
arrangements.  Rent expense was $7,478, $8,941 and $12,176 under such
arrangements for 1995, 1996 and 1997, respectively.  Rental commitments at
December 31, 1997 under long-term noncancellable operating leases were as
follows:

<TABLE>
<CAPTION>

                             Real Estate      Equipment     Total
                             -----------      ---------     -----
<S>                          <C>              <C>           <C>
1998                         $ 4,504          $ 4,785       $ 9,289
1999                           4,715            3,733         8,448
2000                           4,134            2,848         6,982
2001                           3,491              957         4,448
2002                           2,803              700         3,503
After 2002                     7,939              230         8,169
                              ------           ------        ------

                             $27,586          $13,253       $40,839
                              ======           ======        ======

</TABLE>
<PAGE>
                           ESSEX INTERNATIONAL INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

In Thousands of Dollars, Except Per Share Data
----------------------------------------------

NOTE 14   QUARTERLY FINANCIAL DATA (UNAUDITED)

[CAPTION]
<TABLE>

<S>                       <C>         <C>         <C>         <C>
1996                      1st Qtr     2nd Qtr     3rd Qtr     4th Qtr
----                      --------    --------    -------     ---------
Net sales                 $308,410    $337,533    $328,777    $357,329
Gross margin                49,759      52,891      58,964      67,975
Income before
  extraordinary charge       6,390       7,596      11,582      11,940
Net income (a)               6,390       7,596      11,582      10,757
Net income applicable
  to common stock            4,304       5,438       5,369      10,757

Earnings per common share:
  Income before
   extraordinary charge      $ .24       $ .31       $ .23       $ .51
  Extraordinary charge           -           -           -         .05
                              ----        ----        ----        ----

  Net income                 $ .24       $ .31       $ .23       $ .46
                              ====        ====        ====        ====

Earnings per common share -
  assuming dilution:                                           
   Income before
     extraordinary charge    $ .23       $ .30       $ .21       $ .47
   Extraordinary charge          -           -           -         .05
                              ----        ----        ----        ----

   Net income                $ .23       $ .30       $ .21       $ .42
                              ====        ====        ====        ====

</TABLE>

<PAGE>
                              ESSEX INTERNATIONAL INC.

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

In Thousands of Dollars, Except Per Share Data
----------------------------------------------

<TABLE>
<CAPTION>

<S>                       <C>         <C>         <C>         <C>
1997                      1st Qtr     2nd Qtr     3rd Qtr     4th Qtr
----                      --------    --------    -------     ---------
Net sales                 $410,778    $453,331    $445,166    $392,054
Gross margin                79,871      87,710      82,190      81,326
Net income                  19,243      23,427      22,058      19,226
Earnings per common share:
  Net income                 $ .80       $ .84       $ .76       $ .65
                              ====        ====        ====        ====

  Net income - assuming
   dilution                  $ .71       $ .79       $ .72       $ .63
                              ====        ====        ====        ====

</TABLE>

(a)  In the fourth quarter of 1996, Essex recognized an extraordinary charge
     of $1,183 ($.05 per share assuming dilution), net of applicable
     income tax benefit of $788, representing the write-off of unamortized
     deferred debt expense in connection with the termination of its former
     credit agreement.
<PAGE>
    
                                                           SCHEDULE I
        
                       ESSEX INTERNATIONAL INC.

                     PARENT COMPANY ONLY CONDENSED BALANCE SHEETS
                                (In Thousands of Dollars)

<TABLE>
<CAPTION>

                                                December 31,
                                          ------------------------
                                            1996            1997
                                          --------        --------

               ASSETS
<S>                                       <C>             <C>
Cash and cash equivalents                 $  1,530        $     11
Refundable income taxes                      1,211           4,135
Due from Essex Group, Inc.                   5,153          55,000
Investment in Essex Group, Inc.            151,066         235,164
                                           -------         -------

                                          $158,960        $294,310
                                           =======         =======

                   LIABILITIES AND STOCKHOLDERS' EQUITY        
              
Accrued liabilities                       $    244        $    214
Common stock subject to put                 12,626               -

Other stockholders' equity:                        
  Common stock                                 228             296
  Additional paid-in capital               123,886         188,084
  Retained earnings                         21,976         105,716
                                           -------         -------

                                           146,090         294,096
                                           -------         -------

                                          $158,960        $294,310
                                           =======         =======

</TABLE>

                See Note to Condensed Financial Statements

<PAGE>
                                                      SCHEDULE I
                                                      (continued)

                            ESSEX INTERNATIONAL INC.
               PARENT COMPANY ONLY CONDENSED STATEMENTS OF INCOME
                           (In Thousands of Dollars)

<TABLE>
<CAPTION>

                                              Years Ended
                                              December 31,
                                 -----------------------------------------
                                    1995           1996            1997
                                   ------         ------          ------
<S>                                <C>            <C>             <C>
Costs and Expenses:
  Interest expense                 $ 14,476       $      -        $      -
  Other expense, net                     47             63              44
                                    -------         ------          ------
Loss before income taxes,
  equity in earnings of
  subsidiary, and extraordinary
  charge                            (14,523)           (63)           (44)
Income tax (benefit) provision       (5,300)             -             100
                                    -------         ------          ------
Loss before equity in earnings
  of subsidiary and extraordinary
  charge                             (9,223)           (63)          (144)
Equity in earnings of Essex
  Group, Inc. before extraordinary
  charge                             22,494         37,571          84,098
                                    -------         ------          ------

Income before extraordinary charge   13,271         37,508          83,954
     
Equity in Essex Group, Inc.
  extraordinary charge-net of
  income tax benefit                  2,971          1,183               -
                                    -------         ------          ------

Net income                         $ 10,300       $ 36,325        $ 83,954
                                    =======        =======         =======

</TABLE>
                See Note to Condensed Financial Statements

      <PAGE>
                                                    SCHEDULE I
                                                          (continued)

                        ESSEX INTERNATIONAL INC.

         PARENT COMPANY ONLY CONDENSED STATEMENTS OF CASH FLOWS
                       (In Thousands of Dollars)

<TABLE>
<CAPTION>

                                                  Years Ended
                                                  December 31,
                                  -------------------------------------------
                                     1995             1996            1997
                                  ----------       ----------      ----------
<S>                               <C>              <C>             <C>
OPERATING ACTIVITIES
  Net income                      $  10,300        $  36,325       $ 83,954   
  Adjustments to reconcile
   net income to cash provided
   by operating activities:                   
   Equity in earnings of
     Essex Group, Inc.              (19,523)         (36,388)       (84,098)
   Non cash interest
     expense                         14,476                -              -
   Provision for deferred
     income taxes                     1,511                -              -
   Changes in operating
     assets and liabilities:      
     (Increase) decrease
      in accounts payable
      and accrued liabilities        (3,708)              73            (30)
     (Increase) decrease
      in amount due from
      Essex Group, Inc.              32,595           (4,769)         2,949
     Increase (decrease)
      in other assets                (1,555)           1,851         (2,924)
                                    -------          -------         ------

     NET CASH PROVIDED BY
       (USED FOR) OPERATING
       ACTIVITIES                    34,096           (2,908)          (149)
                                    -------          -------         ------

<PAGE>
                                                                SCHEDULE I
                                                               (continued)

                         ESSEX INTERNATIONAL INC.

           PARENT COMPANY ONLY CONDENSED STATEMENTS OF CASH FLOWS
                         (In Thousands of Dollars)


</TABLE>
<TABLE>
<CAPTION>

                                                  Years Ended
                                                  December 31,
                                  -------------------------------------------
                                     1995             1996            1997
                                  ----------       ----------      ----------
<S>                               <C>              <C>             <C>     

FINANCING ACTIVITIES
  Preferred stock redemption              -          (59,277)             -
  Proceeds from issuance of
    common stock                          -           63,677         46,241
  Dividend received from
    Essex Group, Inc.               238,748                -              -
  Proceeds from exercise of
   stock options                          -                -            324
  Common stock repurchase                 -                -           (500)
  Repurchase of senior
    discount debentures            (272,850)               -              -
  Intercompany transfer from
    Essex Group, Inc.                     -                -        (47,435)
                                   --------         --------        -------

     NET CASH PROVIDED BY
      (USED FOR) FINANCING
       ACTIVITIES                   (34,102)           4,400         (1,370)
                                   --------         --------        -------

NET INCREASE (DECREASE) IN
 CASH AND CASH EQUIVALENTS               (6)           1,492         (1,519)

Cash and cash equivalents
 at beginning of year                    44               38          1,530
                                   --------         --------        -------

Cash and cash equivalents
 at end of year                   $      38        $   1,530       $     11
                                   ========         ========        =======

</TABLE>

                     See Notes to Consolidated Financial Statements

<PAGE>
                                                        SCHEDULE I
                                                       (continued)

                       ESSEX INTERNATIONAL INC.

             PARENT COMPANY ONLY CONDENSED FINANCIAL STATEMENTS

                NOTE TO CONDENSED FINANCIAL STATEMENTS


     Detailed notes to consolidated financial statements of Essex
International Inc. ("Essex International") are included beginning on page
F-5.

     Essex International is the holding company for Essex.  The principal
asset of Essex International is all of the outstanding common stock of
Essex.  The investment in Essex is accounted for using the equity method
for this presentation.  All of such stock is pledged to the lenders of
Essex under bank financing agreements.  Generally, Essex International has
no source of income other than the earnings, if any, of Essex.

     Essex International and Essex file a consolidated U.S. federal income
tax return.  Under a tax sharing agreement, Essex' aggregate income tax
liability is calculated as if it were to file a separate return with its
subsidiaries.

     The amount due from Essex Group, Inc. represents an intercompany
transfer which is non-interest bearing, has no formal repayment schedule
and no expiration date.

<PAGE>
                                                      SCHEDULE II

                     ESSEX INTERNATIONAL INC.

                 VALUATION AND QUALIFYING ACCOUNTS
                     (In Thousands of Dollars)

                                                  Years Ended
                                                  December 31,
                                  -------------------------------------------
                                     1995             1996            1997
                                  ----------       ----------      ----------
[S]                               [C]              [C]             [C]
Allowance for doubtful accounts:                     
                                          
Balance at beginning of year      $ 3,537          $ 3,930         $ 5,239
  Provision                           676            1,782           1,037
  Write-offs                         (476)            (738)        (1,204)
  Recoveries                          193              265             511
                                   ------           ------          ------

  Balance at end of year          $ 3,930          $ 5,239         $ 5,583
                                   ======           ======          ======

<PAGE>
                                                         EXHIBIT 21.01


                            ESSEX GROUP, INC. (MICHIGAN)

                           SUBSIDIARIES OF THE REGISTRANT





Essex Group, Inc.                                       Michigan

Essex Group, Inc.                                       Delaware

Essex Canada                                            Delaware

Essex Wire Corporation                                  Michigan

Diamond Wire & Cable Co.                                Illinois

Essex Group Export Inc.                                 U.S. Virgin Islands

Interstate Industries Holdings Inc.                     Delaware

Interstate Industries, Inc.                             Mississippi

Essex Group Mexico Inc.                                 Delaware

Essex Group Mexico, S.A. de C.V.                        Mexico

SX Mauritius Holding Inc.                               Mauritius

<PAGE>
                               INDEX OF EXHIBITS

Exhibit 
 No.                          Description
--------------------------------------------------------------------------
2.01-  Agreement and Plan of Merger, dated as of July 24, 1992, between B E
       Acquisition Corporation and the Registrant (then known as MS/Essex
       Holdings Inc.), incorporated by reference to Exhibit 2.1 to the
       Registrant's Current Report on Form 8-K, filed with the Securities and
       Exchange Commission (the "Commission") on August 10, 1992 (Commission
       File No. 1-10211)
2.02-  Amendment dated as of October 1, 1992, to the Agreement and Plan of
       Merger between B E Acquisition Corporation and the Registrant,
       incorporated by reference to Exhibit 2.2 to the Registrant's Current
       Report on Form 8-K, filed with the Commission on October 26, 1992
       (Commission File No. 1-10211)
3.01-  Second Amended and Restated Certificate of Incorporation of the
       Registrant, incorporated by reference to Exhibit 3.1 to the Registrant's
       Registration Statement on Form S-1, filed with the Commission on August
       14, 1997 (Commission File No. 333-33591).
3.02-  By-Laws of the Registrant, as amended and restated, incorporated by
       reference to Exhibit 3.2 to the Registrant's Registration Statement on
       Form S-1 filed with the Commission on August 14, 1997 (Commission File
       No. 333-33591) 
4.01-  Indenture dated as of May 7, 1993, among Essex Group, Inc. and NBD Bank,
       National Association, as Trustee, under which the 10% Senior Notes Due
       2003 are outstanding, incorporated by reference to Exhibit 4.1 to the
       Essex Registration Statement on Pre-Effective Amendment No. 1 to Form S-2
       (Commission File No. 33-59488) 
4.02-  Amended and Restated Credit Agreement, dated as of October 31, 1996,
       among the Registrant, Essex Group, Inc., the lenders named therein and
       The Chase Manhattan Bank, as administrative agent, incorporated by
       reference to Exhibit 4.5 to Amendment No. 2 of the Registrant's
       Registration Statement on Form S-1, filed with the Commission on April 
       10, 1997 (Commission File No. 333-22043)
4.03-  Credit Agreement dated as of October 31, 1996, among the Registrant, 
       Essex Group, Inc., the lenders named therein and The Chase Manhattan
       Bank, as administrative agent, incorporated by reference to Exhibit 10.1
       to the Registrant's Quarterly Report on Form 10-Q, filed with the
       Commission on November 13, 1996 (Commission File No. 1-10211)
4.04-  Agreement and Lease dated as of April 12, 1995, between Mellon Leasing
       Corporation and Essex Group, Inc., incorporated by reference to Exhibit
       10.3 to the Registrant's Quarterly Report on Form 10-Q, filed with the
       Commission on May 12, 1995 (Commission File No. 1-10211)
4.05-  Amendment No. 1 dated as of June 1, 1997 to the Agreement and Lease dated
       as of April 12, 1995, between Mellon Leasing Corporation and Essex Group,
       Inc., incorporated by reference to Exhibit 4.9 to the Registrant's
       Quarterly Report on Form 10-Q, filed with the Commission on November 7,
       1997 (Commission File No. 1-10211)

<PAGE>
                              INDEX OF EXHIBITS

Exhibit 
 No.                          Description
--------------------------------------------------------------------------
4.06-  Amendment No. 2 dated as of September 2, 1997 to the Agreement and Lease
       dated as of April 12, 1995, between Mellon Leasing Corporation and Essex
       Group, Inc., incorporated by reference to Exhibit 4.10 to the
       Registrant's Quarterly Report on Form 10-Q, filed with the Commission on
       November 7, 1997 (Commission File No. 1-10211)
9.01-  Management Stockholders and Registration Rights Agreement dated as of
       October 9, 1992, among B E Acquisition Corporation, Bessemer Capital
       Partners, L.P. and certain employees of the Registrant's subsidiaries,
       incorporated by reference to Exhibit 28.3 to the Registrant's Current
       Report on Form 8-K, filed with the Commission on October 26, 1992
       (Commission File No. 1-10211)
10.01- Advisory Services Agreement dated as of December 15, 1992, among Bessemer
       Capital Partners, L.P., the Registrant and Essex Group, Inc. incorporated
       by reference to Exhibit 10.15 to the Registrant's Annual Report on Form
       10-K for the fiscal year ended December 31, 1992 (Commission File No.
       1-10211)
10.02- Amended and Restated Stock Option Plan of the Registrant, incorporated by
       reference to Exhibit 4.7 to the Registrant's Current Report on Form 8-K,
       filed with the Commission on October 26, 1992 (Commission File No.
       1-10211)
10.03- Amendment No. 1 to the Stock Option Plan, incorporated by reference to
       Exhibit 99.04 to the Registrant's Annual Report on Form 10-K for the
       fiscal year ended December 31, 1996, filed with the Commission on
       February 19, 1997 (Commission File No. 1-10211)
10.04- Amendment No. 2 to the Stock Option Plan, incorporated by reference to
       Exhibit 10.10 to the Registrant's Registration Statement on Form S-1,
       filed with the Commission on August 14, 1997 (Commission File No.
       333-33591)
10.05- Stock Option Plan for Nonemployee Directors of the Registrant,
       incorporated by reference to Exhibit 10.11 to the Registrant's
       Registration Statement on Form S-1, filed with the Commission on August
       14, 1997 (Commission File No. 333-33591)
21.01- Subsidiaries of the Registrant 
23.01- Consent of Ernst & Young LLP
27.01- Financial Data Schedule - December 31, 1997
27.02- Restated Financial Data Schedule - September 30, 1997
27.03- Restated Financial Data Schedule - June 30, 1997
27.04- Restated Financial Data Schedule - March 31, 1997
27.05- Restated Financial Data Schedule - December 31, 1996
27.06- Restated Financial Data Schedule - September 30, 1996
27.07- Restated Financial Data Schedule - June 30, 1996
27.08- Restated Financial Data Schedule - March 31, 1996