<PAGE>

Exhibit 13.1 


Selected Historical Financial Data

<TABLE>
<CAPTION>
                                          1997         1996        1995          1994          1993
                                    (in thousands, except per share amounts and number of employees)
<S>                                    <C>         <C>         <C>           <C>           <C>             
Income statement data:
Revenues                               $  747,207   $  667,425  $  608,608   $  439,699    $  383,697
Operating earnings                        105,983       94,417      79,602       65,318        56,683
Net income                                 60,653       55,234      46,227       38,126        32,749
Diluted earnings per share                   2.30         2.11        1.76         1.46          *(1)

Balance sheet data:
Total assets                           $  475,129   $  371,645  $  332,787   $  203,809    $  196,639
Long-term debt                            124,047       71,630      81,458       37,277        68,000

Other long-term obligations                39,051       37,573      36,181       27,224        27,620
Stockholders' equity                      228,954      179,707     131,902       93,601        60,464

Other data:
Average number of 
  employees                                 4,500        4,200       3,800        2,800         2,700
Dividends per 
  common share                         $      .20   $      .20  $      .20   $      .20           --

*(1) Diluted earnings per share has not been presented since the Company, except for certain of its foreign operations, was an
     operating division of Cooper Industries, Inc. with no separately issued or outstanding equity securities. 

</TABLE>

                                        29<PAGE>
<PAGE> 


Management's Discussion and Analysis of 
Financial Condition and Results of Operations


Results of Operations 1997 Compared With 1996
Revenues
Belden's revenues for the year ended December 31, 1997, were $747.2 million
compared with $667.4 million in 1996, an increase of 12%. Revenues were
reduced by $21.1 million due to the impact of foreign currency translation.
Revenues increased 2% when including revenues of Alpha (acquired January 8,
1997) and ICI (acquired December 3, 1996) as if they had been acquired at
the beginning of each period and excluding the impact of foreign currency
translation. The following table shows the components of the 12% increase
in the Company's 1997 revenues in each of Belden's four served markets.

<TABLE>
<CAPTION>
                                                          % Increase (Decrease)
                                                                    % of Total                        in 1997 Revenues
                                                                  1997 Revenues                      Compared with 1996

                 <S>                                                   <C>                                  <C>
                 Computer                                              37%                                  29%

                 Audio/video                                           22                                   (8)

                 Industrial                                            20                                   26

                 Electrical                                            21                                    1

</TABLE>

The revenue growth in the computer market was primarily due to the
inclusions of Alpha and ICI revenues for a full year in 1997. Excluding the
impact of acquisitions and foreign currency translation, revenues increased
approximately 7%. This improvement was attributable to strong growth in
networking of computers, workstations and servers, which increased demand
for the Company's high performance twisted pair products, and strong demand
for the Company's telephony products sold in the United States. This growth
was significantly offset by competitive price reductions on the Company's
networking products and decreased telephony project activity in Europe. In
addition, sales of the Company's computer interconnections products, which
are focused on serving mainframe computer applications, were down slightly
in 1997. 

Audio/video market revenues declined 4% when excluding acquisitions and
foreign currency translation.  The revenue decline was primarily due to
soft demand for cable television (CATV) drop cable sold in both the United
States and export markets.  In the United States, CATV providers continue
to delay spending as they evaluate the telecommunications network
architecture in light of legislation enacted in 1996 and new technology.
Sales of CATV drop cable in export markets have declined due to unfavorable
economic conditions in the Pacific Rim, which has unfavorably impacted new
construction activity. This decline in demand in both the United States and
export markets has not only affected volume growth, but also negatively
impacted selling prices. Broadcast revenues were down slightly in 1997 due
to the delay of stadium and studio projects during the year and the fact
that 1996 revenues were aided by large orders in connection with the
Atlanta Olympic Games and the U.S. Presidential election. Partially
offsetting these declines was strong demand for CATV products sold in
Europe.  

Strong capital investment by manufacturers and the acquisitions of Alpha
and ICI caused the growth in industrial market revenues in 1997. Excluding
the impact of acquisitions and foreign currency translation, industrial
market revenues increased 11%. Factory floor automation and product "re-
engineering" contributed to the capital investment by manufacturers.

The acquisition of Alpha and ICI generated the growth in the electrical
market in 1997. Excluding the impact of acquisitions and foreign currency
translation, revenues declined 6%. This decline was attributable to the
conversion of certain electrical wire production capacity to more
profitable industrial cables and decreased demand for the Company's
electrical cords used on power tools, appliances and other electrical
equipment.

Average prices for the Company's products were down in 1997 compared with
1996. This decline was attributable to competitive price reductions
primarily on computer networking and CATV products, and the pass through of
decreases in copper costs during the year. 

Four bar charts depicting the percent increase in revenues compared with
the prior year for the computer, audio/video, industrial and electrical
markets are represented for the years 1997, 1996, and 1995.  Data from
these graphs are shown below:

                              1997      1996      1995

Computer                      29%        4%       21%
Audio/Video                   (8)       16        61
Industrial                    26        25        28
Electrical                     1         1        54


                                     30 <PAGE>
 
<PAGE>

Domestic revenues, which represented approximately 76% of total 1997
revenues, increased 18% from 1996. Included in domestic revenues were
export sales (primarily to the Pacific Rim and Latin America) of $66
million, which were up 8% from 1996. The acquisitions of Alpha and ICI were
the primary contributors to the domestic revenue growth in 1997.

European customer revenues decreased 3% from 1996 measured in U.S. dollars,
but, increased 12% in local currency. Strong demand for networking and CATV
products in Europe caused this local currency growth. Canadian revenues
increased 4% from 1997, with currency translation having a minimal impact
on revenues. This growth resulted from increased demand for the Company's
industrial products. European and Canadian revenues represented 18% and 6%
of 1997 total revenues, respectively.

Costs, Expenses and Earnings
The following table sets forth information comparing the 1997 components of
earnings with 1996.

<TABLE>
<CAPTION>
                                                                  % Increase
                                                                                                               1997 Compared
                                                                         1997*                1996               with 1996
                                                                                  (in thousands, except % data)
                 <S>                                                   <C>                  <C>                    <C>
                 Gross profit                                          $ 197,309            $ 168,379              17.2%

                    As a percent of revenues                             26.4 %               25.2 %     

                 Operating earnings                                    $ 107,583            $  94,417              13.9%

                    As a percent of revenues                             14.4 %               14.1 %    

                 Income before income taxes                            $ 100,625            $  94,417              10.7%

                    As a percent of revenues                             13.5 %               13.6 %     

                 Net income                                            $  61,633            $  55,234              11.6%

                    As a percent of revenues                              8.2 %                8.3 %     

*1997 results exclude the impact of the $980 ($1,600 pretax) nonrecurring
charge taken in third quarter of 1997 relating to plant consolidation and
workforce reductions pursuant to a plan adopted in the third quarter. 
These costs relate to employee severance and costs of plant closure.

Four bar charts depicting revenues by geographic region in millions for the
United States, Canada, Europe and Export (Pacific Rim, Latin America, and
Other) are represented for the years 1997, 1996, and 1995.  Data from these
graphs are shown below:

                              1997      1996      1995

United States                 $502.4    $424.6    $397.8
Canada                          42.5      40.9      45.8
Europe                         124.6     124.5     107.4
Export
     Pacific Rim                46.9      49.1      37.7
     Latin America              19.4      21.4      13.4
     Other                      11.4       7.0       6.5
                                77.7      77.5      57.6 


                                   31 <PAGE>
 
<PAGE>

The revenue growth in 1997 primarily caused the increase in gross profit,
and was partially offset by the unfavorable foreign currency exchange rates
on the Company's gross profits in Europe. The improvement in gross profit
as a percent of revenues in 1997 was primarily attributable to
manufacturing improvements, material cost reductions and higher combined
gross margins of the acquired companies. Partially offsetting these
improvements were competitive price reductions on computer networking and
CATV products and the impact of unfavorable foreign currency exchange rates
on the Company's products sold in Europe that are sourced from the United
States.

The increase in gross profit led to an increase in operating earnings
during the year. This increase was partially offset by an increase in
selling, general and administrative costs and goodwill amortization
associated with the acquisitions. Operating earnings as a percent of
revenues in 1997 increased due primarily to the improvement in gross
profit.  

Income before income taxes increased due to higher operating earnings,
partially offset by increased interest expense. Interest expense increased
$3.5 million due primarily to higher debt levels associated with the
acquisitions and elevated working capital levels. Average debt outstanding
during 1997 and 1996 was $135 million and $82 million, respectively. The
Company's average daily interest rate was 5.7% in 1997 compared with 4.9%
in 1996.

The Company's effective tax rate was 38.8% and 39.2%, respectively, in 1997
and 1996.   


Results of Operations 1996 Compared With 1995
Revenues
Belden's revenues for the year ended December 31, 1996 were $667.4 million
compared with $608.6 million in 1995, an increase of 10%. Approximately
half of this increase was due to including the acquisitions of Pope Cable
and Wire B.V. ("Pope"), acquired April 3, 1995, and American Electric
Cordsets ("AEC"), acquired March 23, 1995, for a full year in 1996 and
including Intech Cable, Inc. ("Intech") since its December 3, 1996
acquisition date. The following table shows the components of the 10%
increase in the Company's 1996 revenues in each of Belden's four served
markets.


</TABLE>
<TABLE>
<CAPTION>
                                                                                                        % Increase
                                                     % of Total                        In 1996 Revenues                
                                                    1996 Revenues                     Compared with 1995

                 <S>                                    <C>                                   <C>
                 Computer                               33%                                    4%

                 Audio/video                            27                                    16

                 Industrial                             17                                    25

                 Electrical                             23                                     1

</TABLE>

The revenue growth in the computer market was primarily due to the
inclusion of Pope revenues for a full year in 1996 and the growth in demand
for the Company's high performance twisted pair products. Growth in
revenues for the Company's networking cables was constrained during 1996 as 
a result of elevated inventory levels at certain significant customers
during the middle of the year, which negatively affected orders, and lower
copper costs, which were reflected in reduced selling prices. In addition,
the Company reduced selling prices for its computer networking cables in
the latter half of the year primarily to be more competitive in the market.
Sales of the Company's computer interconnections products were down
slightly in 1996, primarily due to price reductions taken to be more
competitive. 

Three bar charts depicting gross profit margin, operating earnings margin,
and net income margin as a percent of revenue are represented for the years
1997, 1996, and 1995.  Data from these graphs are shown below:

                              1997      1996      1995

Gross Profit Margin           26.4%     25.2%     25.0%
Operating Earnings Margin     14.4      14.1      13.1
Net Income Margin              8.2       8.3       7.6

                              32<PAGE>
<PAGE>

The revenue growth in the audio/video market was due to additional revenues
from Pope for a full year and increased sales of the Company's CATV coaxial
cable, fiber optic cable and broadcast products. International demand for
CATV drop and fiber optic cables was strong throughout the year. However,
this growth was partially offset by a decline in demand for CATV drop cable
in domestic markets. CATV providers delayed spending due to uncertainties
regarding telecommunication network architecture and the effect of the
telecommunications legislation enacted early in 1996. This delayed spending
not only affected volume growth, but also negatively impacted selling
prices. Broadcast revenues benefited from the strength of this market as
technology was converted from analog to digital. Demand for broadcast
cables was bolstered in 1996 by special events such as the Atlanta Olympic
Games and U.S. presidential elections.

Strong capital investment by manufacturers and increased market penetration
by the Company primarily caused the growth in industrial market revenues.
Factory automation and product "re-engineering" contributed to the capital
investment by manufacturers. The increased market penetration by the
Company resulted primarily from the introduction of new products in 1996
and a focused sales and marketing effort.

Including Pope and AEC for a full year accounted for all of the growth in
electrical market revenues in 1996. Excluding the impact of acquisitions,
revenues declined almost 9%. This decline was primarily attributable to
reductions in selling prices due to lower copper costs and weaker demand in
Canada and Europe. In addition, the Company discontinued manufacturing
residential building wire in Canada during 1996 to focus on more profitable
product lines. This decision also contributed to the revenue decline.
Increased demand for the Company's electrical cords used on power tools,
appliances and other electrical equipment partially offset the above
decline. 

Average prices for the Company's products were down in 1996 compared with
1995. This decline was primarily attributable to the decline in copper
costs during the year and competitive price reductions on CATV, computer
interconnect and computer networking products. Revenues were also reduced
by approximately $6 million due to the unfavorable impact of foreign
currency exchange rates.

Domestic revenues, which represented approximately 73% of 1996 total
revenues, increased 10% from 1995. Included in domestic revenues were
export sales (primarily to the Pacific Rim and Latin America) of $61
million, which represented an increase of 41% from 1995. European customer
revenues increased 16% from 1995, and increased 21% in local currency. The
acquisition of Pope was the primary cause for the increase in European
revenues. Canadian revenues decreased 11% from 1995 with currency
translation having a minimal impact on revenues. This decrease is the
result of the weak Canadian economy and the decision to exit the
residential building wire market and convert capacity to more profitable
product lines. European and Canadian revenues represented 21% and 6% of
1996 total revenues, respectively.

Three bar charts depicting the percent increase compared with the prior
year for gross profit, operating earnings, and net income are represented
for the years 1997, 1996, and 1995.  Data from these graphs are shown
below:  


                              1997      1996      1995

Gross Profit                  17.2%     10.7%     25.7%
Operating Earnings            13.9      18.6      21.9
Net Income                    11.6      19.5      21.2

                              33 <PAGE>
 
<PAGE>

Costs, Expenses and Earnings
The following table sets forth information comparing the 1996 components of
earnings with 1995.

<TABLE>
<CAPTION>
                                      
                                                                                                                % Increase
                                                                                                               1996 Compared
                                                                       1996                  1995                with 1995
                                                                                (in thousands, except % data)
                 <S>                                                <C>                   <C>                      <C>
                 Gross profit                                       $ 168,379             $ 152,096                10.7%

                    As a percent of revenues                             25.2 %                25.0 %    

                 Operating earnings                                 $  94,417             $  79,602                18.6%

                    As a percent of revenues                             14.1 %                 13.1 %   

                 Income before income taxes                         $  90,920             $  75,667                20.2%

                    As a percent of revenues                             13.6 %                12.4 %    

                 Net income                                         $  55,234             $  46,227                19.5%

                    As a percent of revenues                              8.3 %                 7.6 %    
</TABLE>

The revenue growth in 1996 primarily caused the increase in gross profit.
The improvement in gross profit as a percent of revenues resulted from
productivity gains at the Company's European facility and the impact of
lower copper and other raw material costs. These improvements were
partially offset by pricing reductions. 

The increase in gross profit led to higher operating earnings during the
year. This increase was partially offset by an increase in selling, general
and administrative costs associated with the acquired operations and a $0.5
million charge relating to the shutdown of the Company's Apple Creek
Facility. Operating earnings as a percent of revenues increased from 1995
due primarily to savings from the consolidation of the Company's operations
in Europe, higher volumes and ongoing cost reduction efforts.

Income before income taxes increased due to higher operating earnings and a
reduction in interest expense in 1996 by $0.4 million, or 11%. Interest
expense declined during 1996 as lower interest rates more than offset the
increase in debt levels associated with the acquisitions and elevated
working capital levels. Average debt outstanding during 1996 and 1995 was
$82 million and $75 million, respectively. The Company's average daily
interest rate was 4.9% in 1996 compared with 5.7% in 1995.

The Company's effective tax rate increased from 38.9% in 1995 to 39.2% in
1996.

One bar chart depicting revenues per employee (in thousands) is represented
for the years 1997, 1996, and 1995.  Data from this graph is shown below:

                              1997      1996      1995

Revenues Per Employee         $166      $159      $160

                              34<PAGE>
<PAGE>

Financial Condition
Liquidity and Capital Resources
The Company has a $200 million multicurrency variable rate bank revolving
credit agreement ("Credit Agreement") with a group of seven banks. The
Credit Agreement is unsecured and expires in November 2001. At December 31,
1997, the Company had $191 million available under the Credit Agreement. In
addition, the Company has unsecured, uncommitted arrangements with four
banks under which it may borrow up to $76 million at prevailing interest
rates. At December 31, 1997, the Company had $36 million available under
these uncommitted arrangements. 

On August 11, 1997, the Company completed a private placement of $75
million in unsecured debt (Private Placement). The Private Placement debt
will mature in August 2009 with an average life of ten years. The Private
Placement was priced at a fixed rate of 6.92%. The proceeds from the
Private Placement were used to pay off borrowings under the Credit
Agreement. The Note Purchase Agreement effecting the Private Placement
contains various customary affirmative and negative covenants and other
provisions, including restrictions on the incurrance of debt and a maximum
leverage ratio.

The Company expects the cash provided by operations and borrowings under
the Credit Agreement will provide it with sufficient liquidity to meet its
operating needs and fund its normal dividends and anticipated capital
expenditures.

During 1997, the Company increased debt by $52 million due primarily to the
acquisitions of Alpha and Cowen Cable Corporation (acquired on December 23,
1997) and the purchase of approximately 200,000 shares of common stock. As
a result, the Company's debt to total capitalization ratio increased from
28.5% at December 31, 1996 to 35.1% at the end of 1997.

Working Capital
During 1997, operating working capital (defined as receivables and
inventories less payables and accrued liabilities, excluding the effect of
exchange rate changes and business combinations) increased $32 million. 
This increase resulted primarily from increases in receivables associated
higher revenues and increases in inventories to support current and future
growth.

During 1996, operating working capital increased $19 million. This increase
resulted primarily from increases in receivables associated with higher
revenues and decreases in accounts payable and accrued liabilities
primarily associated with spending related to restructuring projects.

Capital Expenditures and Commitments
Capital expenditures currently planned for 1998, as well as actual
expenditures for 1997 and 1996 are as follows:

<TABLE>
<CAPTION>
                                        1998                    1997           1996
                                        Plan                  Actual          Actual
                                                   (in millions)
          Modernization and
             <S>                        <C>                     <C>            <C>
             Enhancement                $  6                    $  7           $  6

          Capacity expansion              21                       7             10 

          Other                            6                      15             10

                                        $ 33                    $ 29           $ 26

</TABLE>

Three bar charts depicting leverage (debt to total capitalization), free cash
flow (in millions), and capital expenditures (in millions) are represented 
for the years 1997, 1996, and 1995.  Data from these graphs
are shown below:

                              1997      1996      1995

Leverage                       35.1%     28.5%     38.2%
Free Cash Flow                $23.6     $26.9     $15.8
Capital Expenditures                 
         Modernization & 
          Enhancement           7         6         6
     Capacity Expansion         7        10        12
     Other                     15        10         4
                              $29       $26        $22


                              35 <PAGE>
 
<PAGE>

Capital spending planned for 1998 is primarily for machinery and equipment
to increase production capacity for twisted pair wire and for the
construction of the Lancaster County, South Carolina facility. Spending in
1997 and 1996 was primarily for the implementation of an integrated
business information system and for modernization and enhancement of
machinery and equipment.

Effects of Inflation
During the years presented, inflation has had a relatively minor effect on
the Company's results of operations. In recent years, the U.S. rate of
inflation has been relatively low. In addition, because the Company's
inventories are valued primarily on the LIFO method, current inventory
costs are matched against current sales so that increases in cost are
reflected in earnings on a current basis.

Environmental Remediation
The cost of environmental remediation and compliance has generally not been
an item of material expense for Belden. Ground water contamination has been
identified on the site of Venlo, The Netherlands manufacturing facility,
which was acquired in 1995. The Company has recorded a liability for the
remediation costs, which are currently estimated at approximately $1
million. The amounts expensed or capitalized in 1997, 1996, and 1995 with
respect to environmental remediation were not material. The Company has
been identified as a potentially responsible party with respect to five
sites designated for cleanup under the Comprehensive Environmental
Response, Compensation and Liability Act or similar state laws. The number
of sites has decreased from six in the prior year as a result of a de
minimis settlement on one site for an immaterial amount. Belden does not
own or operate any of these waste sites. Although estimates of cleanup
costs have not yet been completed for most of these sites, the Company
believes that, based on its review and other factors, including its
estimated share of the waste volume at the sites, the existence of other
financially viable, potentially responsible parties and the anticipated
nature and scope of the cleanups, the costs to the Company relating to
these sites will not have a material adverse effect on its results of
operations or financial condition.

Impact of Year 2000
The Company recognizes the need to ensure its operations will not be
adversely impacted by Year 2000 software failures. Software failures due to
processing errors potentially arising from calculations using the Year 2000
date are a known risk. The Company recently completed the implementation of
an integrated business information system and is now in the process of
identifying, evaluating and implementating changes to computer systems and
applications necessary to achieve a Year 2000 date conversion with no
effect on customers or disruption to business operations. The Company has
also initiated formal discussions with its suppliers, customers and
financial institutions to determine the extent to which the Company's
interface systems are vulnerable to third parties' failures to remediate
their own Year 2000 issues. The total cost of compliance and its effect on
the Company's future results of operations are not expected to be
significant due to the recent implementation of an integrated business
information system. The project is estimated to be completed by the end of
1998, which is prior to any anticipated impact on the Company's operating
systems.

Forward-Looking Statements  
Certain statements in this Annual Report are forward-looking statements
under the Private Securities Litigation Reform Act of 1995.  These
statements are subject to various risks and uncertainties many of which are
outside the control of the Company, such as the level of market demand for
the Company's products, competitive pressure, the ability to achieve
reductions in costs and to continue to successfully integrate acquisitions,
price fluctuations of materials and the potential unavailability thereof,
foreign currency fluctuations, technological obsolescence, and the other
specific factors discussed in the Company's Form 10-K and other Securities
and Exchange Commission filings. The information contained in this Annual
Report represents the Company's best judgment at the date of this report
based on information currently available. However, the Company does not
intend to update this information to reflect developments or information
obtained after the date of this report and disclaims any legal obligation
to do so.  

                              36<PAGE>
<PAGE> 


The Board of Directors and Shareholders
Belden Inc.




We have audited the accompanying consolidated balance sheets of Belden Inc.
as of December 31, 1997 and 1996, and the related consolidated statements
of income, stockholders' equity and cash flows for each of the three years
in the period ended December 31, 1997.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audit 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 Belden
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.


/s/ Ernst & Young LLP
St. Louis Missouri
January 19, 1998 

                                      37<PAGE>
<PAGE> 


CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                             December 31,
                                                                                       1997                   1996
                                                                            (in thousands, except par value and number of
                                                                                               shares)

 ASSETS
 Current assets:
       <S>                                                                          <C>                      <C>   
       Cash and cash equivalents                                                    $         916             $     1,795

 Receivables, less allowance for doubtful accounts
       of $779 at 1997 and $513 at 1996                                                   120,761                 106,514

 Inventories                                                                              107,340                  73,785

 Deferred income taxes                                                                      5,186                   6,287

 Other                                                                                      3,065                   2,552

        Total current assets                                                              237,268                 190,933

 Property, plant and equipment, less accumulated
       depreciation                                                                       151,933                 151,934

 Goodwill, less accumulated amortization
      of $5,607 at 1997 and $3,645 at 1996                                                 70,565                  27,560

 Other intangibles, less accumulated amortization
     of $8,192 at 1997 and $7,557 at 1996                                                  14,975                   1,152

 Other assets                                                                                 388                      66
                                                                                       $  475,129               $ 371,645

 LIABILITIES AND STOCKHOLDERS EQUITY
 Current liabilities:

     Accounts payable and accrued liabilities                                          $   74,719              $   78,086

     Income taxes payable                                                                   8,358                   4,649

         Total current liabilities                                                         83,077                  82,735

 Long-term debt                                                                           124,047                  71,630

 Postretirement benefits other than pensions                                               16,026                  17,430

 Deferred income taxes                                                                     13,141                  10,592

 Other long-term liabilities                                                                9,884                   9,551

 Stockholders  equity:
      Preferred stock, par value $.01 per share, 25,000,000 shares
           authorized, no shares outstanding                                                 ----                    ----

      Common stock, par value $.01 per share, 100,000,000 shares
            authorized 26,179,958 and 26,137,882 shares outstanding 
            at 1997 and 1996 respectively                                                     262                     261

      Additional paid-in capital                                                           49,370                  51,443

      Retained earnings                                                                   189,163                 133,739

      Translation component                                                                8,600)                 (4,460)

      Treasury Stock                                                                      (1,241)                 (1,276)

              Total stockholders  equity                                                  228,954                 179,707 



                                                                                          475,129                371,645
</TABLE>
See accompanying notes. 

                                       38<PAGE>
 



<PAGE>

CONSOLIDATED INCOME STATEMENTS

<TABLE>
<CAPTION>
                                                                            Years Ended December 31,
                                                                  1997                  1996              1995
                                                                    (in thousands, except per share amounts)

 <S>                                                           <C>                   <C>               <C>
 Revenues                                                      $ 747,207             $ 667,425         $ 608,608

 Cost of sales                                                   549,898               499,046           456,512

       Gross profit                                              197,309               168,379           152,096

 Selling, general and administrative expenses                     87,764                73,502            72,136

 Amortization of goodwill                                          1,962                   460               358

 Nonrecurring charge                                               1,600                     -                 -

       Operating earnings                                        105,983                94,417            79,602

 Interest expense                                                  6,958                 3,497             3,935

        Income before income taxes                                99,025                90,920            75,667

 Income taxes                                                     38,372                35,686            29,440

       Net income                                             $   60,653            $   55,234        $   46,227

       Basic earnings per share                               $     2.32            $     2.12        $     1.77

       Diluted earnings per share                             $     2.30            $     2.11        $     1.76

</TABLE>

See accompanying notes. 

                                         39<PAGE>
   



<PAGE>

CONSOLIDATED CASH FLOW STATEMENTS

<TABLE>
<CAPTION>
                                                                                               Years Ended December 31,
                                                                                         1997              1996              1995
                                                                                                      (in thousands)
            
 Cash flow from operating activities:
     <S>                                                                           <C>              <C>                <C>  
     Net income                                                                    $    60,653      $     55,234       $    46,227

     Adjustments to reconcile net income to net cash
           provided by operating activities:
                Depreciation                                                            17,854            16,121            14,246

                Amortization                                                             1,962             1,465             1,687

                Deferred income taxes                                                    3,650             3,197           (1,428)

                Changes in operating assets and liabilities(*):
                      Receivables                                                     (12,694)           (9,155)          (14,864)

                      Inventories                                                     (22,249)           (1,597)          (11,317)

                      Accounts payable and accrued liabilities                         (2,935)           (8,978)             2,910

                      Income taxes payable                                               6,020               433             3,908

                      Other assets and liabilities, net                                  5,333             1,492             1,477

                               Net cash provided by operating activities                57,594            58,212            42,846

 Cash flows from investing activities:
      Capital expenditures                                                            (28,725)          (26,100)          (21,796)

      Cash used to acquire businesses                                                 (76,082)          (18,050)          (59,789)

      Proceeds from sales of plant and equipment                                           198               209               167

             Net cash used for investing activities                                  (104,609)          (43,941)          (81,418)

 Cash flows from financing activities:
      Net borrowings (payments)under long-term
             credit facility and credit agreements                                    (17,906)           (7,101)            45,846

      Proceeds from private placement of debt                                           75,000                 -                 -

      Purchase of treasury stock                                                       (6,846)           (2,425)           (7,150)

      Exercise of stock options                                                          1,165             1,558               533

      Cash dividends paid                                                              (5,229)           (5,212)           (5,215)

               Net cash provided by (used for) financing activities                     46,184          (13,180)            34,014

 Effect of exchange rate changes on cash and
       cash equivalents                                                                   (48)              (46)               608

 Increase (decrease) in cash and cash equivalents                                        (879)             1,045           (3,950)

 Cash and cash equivalents, beginning of year                                            1,795               750             4,700

 Cash and cash equivalents, end of year                                          $         916      $      1,795     $         750

(*) Net of the effects of exchange rate changes and acquired business.

</TABLE>

See accompanying notes.
                                          40 <PAGE>
 



<PAGE>

CONSOLIDATED STOCKHOLDERS' EQUITY STATEMENTS

<TABLE>
<CAPTION>
                                          Common Stock      Paid-in  Retained   Translation   Treasury Stock
                                       Shares      Amount   Capital  Earnings   Component     Shares   Amount      Total
                                                                     (in thousands)

 <S>                                   <C>       <C>     <C>       <C>         <C>            <C>    <C>        <C>
 Balance at December 31, 1994          26,073    $ 261   $ 54,130  $  42,705   $  (3,495)     -      $  -       $ 93,601

 Translation adjustment                                                                385                           385

 Purchase of treasury stock                                                                    (275)   (7,150)    (7,150)

 Issuance of common stock for:
      Stock options                        38        -        533                                                    533
      
      Employee Stock Purchase Plan          4        -     (3,629)                              275     7,150      3,521

 Cash dividends ($.20 per share)                                     (5,215)                                      (5,215)

 Net Income                                                          46,227                                       46,227

 Balance at December 31, 1995          26,115      261     51,034    83,717      (3,110)         -         -     131,902

 Translation adjustment                                                          (1,350)                          (1,350)

 Purchase of treasury stock                                                                    (100)   (2,425)    (2,425)

 Issuance of common stock for 
      stock options                        23        -        409                                47     1,149       1,558

 Cash dividends ($.20 per share)                                     (5,212)                                       (5,212)

 Net income                                                          55,234                                        55,234

 Balance at December 31, 1996          26,138      261     51,443   133,739      (4,460)        (53)   (1,276)    179,707

 Translation adjustment                                                          (4,140)                           (4,140)

 Purchase of treasury stock                                                                    (201)   (6,846)     (6,846)

 Issuance of common stock for:
      Stock options                        42        1        115                                53     1,049       1,165

      Employee Stock Purchase Plan                         (2,188)                              163     5,832       3,644

 Cash dividends ($.20 per share)                                     (5,229)                                       (5,229)

 Net income                                                          60,653                                        60,653

 Balance at December 31, 1997           26,180   $  262   $49,370  $189,163    $ (8,600)        (38)  $(1,241)  $ 228,954

</TABLE>

See accompanying notes.



                                        41<PAGE>
<PAGE> 


    Notes to Consolidated Financial Statements

   Note 1:  Description of Business
   Founded in 1993, Belden Inc. (the "Company") is a leader in the design
   and manufacture of wire, cable and cord products for the computer,
   audio/video, industrial and electrical markets. The Company was
   previously an unincorporated operating division of Cooper Industries,
   Inc. ("Cooper"), until October 1993, when 23.5 million shares of Belden
   Inc. common stock were sold to the public in an initial public offering.
   The 2.5 million shares of common stock originally retained by Cooper
   were subsequently sold to the public in 1995 and 1996.


   Note 2:  Summary of Significant Accounting Policies
   Basis of Presentation
   The accompanying consolidated financial statements include Belden and
   all its subsidiaries. All significant intercompany accounts and
   transactions are eliminated in consolidation. 

   Cash and Cash Equivalents
   Cash equivalents consist of short-term, highly liquid investments with a
   maturity of three months or less.

   Inventories
   Inventories are carried at cost or, if lower, market value. On the basis
   of current costs, 73% and 72% of inventories in 1997 and 1996,
   respectively, were carried on the last-in, first-out (LIFO) method. The
   remaining inventories were carried on the first-in, first-out (FIFO)
   method.

   Property, Plant and Equipment
   Property, plant and equipment are recorded at cost and depreciation is
   provided over the estimated useful lives of the related assets using
   primarily the straightline method. This method is applied to asset
   accounts which in general have the following lives: buildings 10 to 40
   years and machinery and equipment 5 to 12 years. 

   Intangibles
   Goodwill is related to businesses acquired and is being amortized over
   40 years using the straightline method. On a periodic basis, the Company
   estimates the future undiscounted cash flows of businesses to which
   goodwill relates in order to ensure that the carrying value of goodwill
   has not been impaired. Other intangibles, which consist primarily of
   business information systems, are recorded at cost, and are being
   amortized over their estimated useful lives using the straightline
   method.

   Income Taxes
   Income taxes are provided based on earnings reported for financial
   statement purposes. The provision for income taxes differs from the
   amounts currently payable due to the recognition of revenues and
   expenses in different periods for income tax and financial statement
   purposes. Income taxes are provided as if operations in all countries,
   including the United States, were standalone businesses filing separate
   tax returns. 

   Research and Development
   Research and development expenditures are charged to expense as 
   incurred. Expenditures for research and development sponsored by the
   Company were $7,906,000, $8,656,000 and $8,070,000 for 1997, 1996, and
   1995, respectively.

   Environmental Remediation and Compliance
   Environmental remediation costs are accrued, except to the extent costs
   can be capitalized, based on estimates of known environmental
   remediation exposures. Environmental compliance costs include
   maintenance and operating costs with respect to pollution control
   facilities and cost of ongoing monitoring programs. Such costs are
   expensed as incurred. Capitalized environmental costs are depreciated
   generally utilizing a 15-year life.

   Futures Contracts
   As part of its risk management strategy, the Company purchases exchange
   traded forward contracts to manage its exposure to changes in copper
   costs. The copper forward contracts obligate the Company to make or
   receive a payment equal to the net change in the value of the contract
   at its maturity.  Such contracts are designated as hedges of the
   Company s anticipated sales for which selling prices are firm, are
   short-term in nature, and are effective in hedging the Companys
   exposure to changes in copper costs during that cycle. 

   Unrealized gains and losses are deferred and recognized in earnings when
   realized as an adjustment to cost of sales when the future sales occur
   (the deferral accounting method). Amounts securing open forward
   contracts are included in inventory. Realized and unrealized gains or
   losses on options that are no longer effective as hedges or that relate
   to sales that are no longer probable of occurring are recognized in
   income from the date the contracts become ineffective until their
   expiration.

                                 42 <PAGE>
 
<PAGE>

   Foreign Currency Exposure Management
   The Company enters into various transactions designed to manage foreign
   currency exposure. The Company is subject to transaction exposures that
   arise from foreign exchange rate movements between the date foreign
   currency transactions are recorded (e.g., export purchases and sales)
   and the date they are consummated (e.g., cash disbursements and receipts
   in foreign currencies). The Company sometimes hedges specific
   transaction exposures by entering into forward contracts, which
   typically do not exceed one year. Gains and losses on those forward
   contracts from exchange rate movements offset losses and gains on the
   transactions being hedged.

   The Company sometimes enters into forward contracts to hedge a portion
   of anticipated export sales, primarily intercompany, within the next 12
   months. The dates of the forward contracts are designated to match the
   dates of the anticipated cash receipts of the hedged export sales. Gains
   and losses on the forward contracts from exchange rate movements offset
   the losses and gains on the portion of the export sales hedged.

   As a result of having various foreign operations, the Company is exposed
   to the effect of exchange rate movements on the U.S. dollar value of
   anticipated cash flows of its foreign operations, which will be remitted
   to the U.S. The Company sometimes utilizes a natural hedge to mitigate
   this exposure by denominating a portion of the Company's borrowing in
   the same currency as the currency of the anticipated cash flow of its
   foreign operations. The foreign currency denominated cash flow from the
   foreign operation, when remitted, can be used to reduce the foreign
   currency borrowing.

   Use of Estimates in the Preparation of the Financial Statements
   The preparation of financial statements in conformity with generally
   accepted accounting principles requires management to make estimates and
   assumptions that affect the reported amounts of assets and liabilities
   and disclosure of contingent assets and liabilities at the date of the
   financial statements and reported amounts of revenues and expenses
   during the reporting period. Actual results could differ from those
   estimates.


   Note 3: Earnings Per Share
   The following table sets forth the computation of basic and diluted
   earnings per share:

<TABLE>
<CAPTION>
                                                                                 1997               1996               1995
                                                                                   (in thousands, except per share amounts)

                   Numerator:
                       <S>                                                     <C>               <C>                <C>
                       Net Income                                              $ 60,653          $ 55,234           $ 46,227
                   Denominator:
                       Denominator for basic earnings per 
                       share   weighted-average shares                           26,126            26,055             26,094

                   Effective of diluted employee stock options                      214               181                153 

                   Denominator for diluted earnings per share-adjusted  
                    weighted-average  shares                                     26,340            26,236             26,247

                   Basic earnings per share                                    $     2.32        $    2.12          $    1.77

                   Diluted earnings per share                                  $     2.30        $    2.11          $    1.76

</TABLE>
                                           43 <PAGE>
 
<PAGE>

   Note 4: Acquisitions
   During 1997, 1996 and 1995, the Company acquired the entities described
   below, which were accounted for under the purchase method of accounting.
   Accordingly, the purchase price was allocated to the net assets acquired
   based on their estimated fair market value. Operating results of the
   acquisition are included in the Company's consolidated results since
   their respective acquisition dates.

   *         On December 23, 1997, the Company purchased fixed assets and
             inventory of Cowen Cable Corporation (Cowen). Cowen designs,
             manufacturers and markets a variety of multiconductor cables
             and is located in Leominster, Massachusetts.

   *         On January 8, 1997, the Company purchased substantially all of
             the assets of the Alpha Wire Division (Alpha) of Alpha Wire
             Corporation for cash of approximately $68 million. Alpha
             designs and markets specialty wire and cable for a variety of
             markets, including the computer interconnect, industrial and
             electrical markets, and is located in Elizabeth, New Jersey.
             The Company recorded approximately $45 million of goodwill in
             connection with the acquisition.

   *         On December 3, 1996, the Company purchased substantially all
             of the assets of Intech Cable, Inc. (Intech). Intech designs,
             manufactures and markets specialty wire and cable for a
             variety of markets, including the telecommunications and
             industrial markets, and is located in Hudson, Massachusetts.

   *         On April 3, 1995, the Company acquired all of the outstanding
             shares of Pope Cable and Wire B.V. (Pope), a wholly-owned
             subsidiary of Netherlands Philips Bedrijven B.V. Pope is
             engaged primarily in the design and manufacture of electronic
             and electrical wire and cable and is located in Venlo, The
             Netherlands. Pope's products primarily serve the television,
             telecommunications, electrical and data communications markets
             in Europe. The consideration paid for the stock of Pope
             consisted of 80,652,000 Dutch guilders ($52,456,000 based on
             the exchange rate in effect on the date of the acquisition).

   *         On March 23, 1995, the Company purchased substantially all of
             the assets of American Electric Cordsets (AEC). AEC designs,
             manufacturers and sells electrical cords for a variety of
             markets.

   Note 5: Nonrecurring Charge
   In the third quarter of 1997, management of the Company approved a plan
   designed to improve operating efficiencies. The plan involves the
   closing of the Company s wire and cable manufacturing facility in
   Hudson, Massachusetts and transfer of production to a new plant to be
   built in South Carolina. In addition, due to productivity improvements
   in its Venlo, The Netherlands facility, the Company will reduce its
   employment at that facility by approximately 6%. The restructuring
   charge of $1,600,000 ($980,000 net of tax) primarily relates to employee
   severance and costs of plant closure. At December 31, 1997,
   approximately $450,000 of such amount remains to be paid. 


   Note 6:  Inventories
<TABLE>
<CAPTION>
                                                             December 31,
                                                       1997             1996
                                                            (in thousands)
      <S>                                               <C>            <C>
      Raw materials                                     $ 25,195       $  18,075  
      Work-in-process                                     16,203          17,599  
      Finished goods                                      75,794          49,029  
      Perishable tooling and supplies                      4,365           3,965  
                                                         121,557          88,688  
      Excess of current standard
        costs over LIFO costs                           (10,297)         (12,700) 
      Other                                              (3,920)          (2,183) 
                                                        $107,340        $  73,785  

</TABLE>
                                               44<PAGE>
 
<PAGE>

   Note 7:  Property, Plant and Equipment 

<TABLE>
<CAPTION>
                                                                                         December 31,
                                                                                    1997             1996
                                                                                       (in thousands)

                           <S>                                                   <C>             <C>
                           Land and land improvements                            $ 10,115        $  10,045  
                           Buildings                                               61,228           58,710  
                           Machinery and equipment                                217,115          206,264  
                           Construction in process                                  9,592            9,898  
                                                                                  298,050          284,917  
                        Accumulated depreciation                                 (146,117)        (132,983) 
                                                                                 $151,933         $151,934  

</TABLE>

    Note 8:  Accounts Payable and Accrued Liabilities

<TABLE>
<CAPTION>
                                                                                       December 31,
                                                                                   1997              1996
                                                                                      (in thousands)
                        <S>                                                        <C>             <C>
                        Trade accounts                                             $ 49,683        $  47,344
                        Payroll and related taxes                                     6,709            7,415
                        Employee stock purchase plan and
                          employee benefit accruals                                   3,609            5,370
                        Acquisition restructuring costs                               3,994            3,860
                        Payable for acquired businesses                                 250            5,095
                        Other (individual items less than
                          5% of total current liabilities)                           10,474            9,002
                                                                                   $ 74,719        $  78,086
</TABLE>

    Note 9: Long-term Debt and Other Borrowing Arrangements

<TABLE>
<CAPTION>
                                                                                      December 31,
                                                                                  1997              1996
                                                                                     (in thousands)
                 <S>
                 Variable-rate bank revolving                                 <C>               <C>                   
                     credit agreement, due 2001,
                     effective interest rate 6.13% at                              
                     December 31,1997                                         $    9,000        $   42,542

                 Short-term borrowings to be
                     Refinanced, effective interest rate
                     4.17% at December 31,1997                                    40,047            29,088

                 Medium-term notes, face amount
                     of $75,000 due from 2005
                     through 2009, effective interest
                     rate 6.92%                                                   75,000             -
                                                                               $ 124,047        $   71,630
</TABLE>

    The variable-rate bank revolving credit agreement (Credit Agreement)
   provides for an aggregate $200,000,000 unsecured, multicurrency
   revolving credit facility expiring in November 2001. Loans under the
   Credit Agreement can be advanced by the banks either based on their
   commitments (committed loans) or their offers which have been accepted
   by the Company under a special bidding procedure (bid loans). Committed
   loans accrue interest at the option of the Company at LIBOR plus 0.235%
   to 0.500%, or the higher of the prime rate or the federal funds rate
   plus 0.500%. Bid loans accrue interest at prevailing interest rates. A
   facility fee of 0.090% to 0.250% per annum is charged on the aggregate
   $200,000,000 credit. The short-term borrowings relate to unsecured,
   uncommitted arrangements with four banks under which the Company may
   borrow up to $76,000,000 at prevailing interest rates. At December 31,
   1997 and1996, these borrowings were reclassified to long-term debt,
   reflecting the Company s intention and ability to refinance the amounts
   during the next year through either continued short-term borrowings or
   utilizing the Credit Agreement.

                                  45<PAGE>


<PAGE>

   On August 11, 1997, the Company completed a private placement of
   $75,000,000 of unsecured medium-term notes (Private Placement). The
   Private Placement was priced at 6.92% and will mature twelve years from
   closing with an average life of 10 years. The Note Purchase Agreement
   affecting the Private Placement contains various customary affirmative
   and negative covenants and other provisions, including restrictions on
   the incurrence of debt and a maximum leverage ratio.

   Total interest paid during 1997, 1996 and 1995 was $4,798,000,
   $3,550,000, and $4,046,000, respectively.

   Note 10:  Retirement Plans
   Substantially all employees are covered by defined benefit or defined
   contribution pension plans maintained by the Company. The Company's
   defined benefit plans include a noncontributory cash balance plan for
   its domestic employees and a final pay pension plan and an early
   retirement plan for its Dutch employees. Annual contributions to
   retirement plans equal or exceed the minimum funding requirements of the
   Employee Retirement Income Security Act or applicable local regulations.

   Benefits provided to employees under defined contribution plans include
   cash contributions by the Company based on either hours worked by the
   employee or a percentage of the employee's compensation and under a
   401(k) feature, a partial matching of employees' salary deferrals with
   Company common stock.

   Retirement plan expense for the years ended December 31, 1997, 1996 and
   1995 is summarized in the following table.

<TABLE>
<CAPTION>
                                                                                        December 31,
                                                                               1997        1996           1995
                                                                                         (in thousands)
      Defined benefit plans:
         <S>                                                                  <C>            <C>            <C>
         Service costs (benefits earned during the year)                      $ 3,465        $ 3,404        $ 2,666  
         Interest cost on projected benefit obligation                          5,274          5,134          4,645  
         Actual gain on plan assets                                            (15,143)        (9,127)        (8,368)
         Net amortization and deferral                                          9,440          3,671          3,291  
      Defined benefit plan expense                                              3,036          3,082          2,234  
      Defined contribution plan expense                                         5,972          5,749          5,347  
                                                                              $ 9,008        $ 8,831       $ 7,581  
</TABLE>
                                          46 <PAGE>
 
<PAGE>

   The actuarial present value of benefit obligations and the funded status
   of the Company's defined benefit pension plans as of December 31, 1997
   and 1996 follow:

<TABLE>
<CAPTION>
                                                                        December 31,                      December 31,              
                                                                           1997                              1996

                                                               Plans with       Plans with        Plans With         Plans With
                                                               Assets In       Accumulated        Assets In         Accumulated
                                                               Excess of       Benefits In        Excess of         Benefits In
                                                              Accumulated       Excess of        Accumulated         Excess of
                                                                Benefits          Assets           Benefits            Assets
                                                                                        (in thousands)

                 Actuarial present value of:
                    <S>                                        <C>                 <C>             <C>                <C>  
                    Vested benefit obligation                  $ (64,787)        $   (410)         $ (58,939)         $    (196)
                    Accumulated benefit obligation             $ (66,147)        $ (3,528)         $ (59,745)         $  (3,595)
                    Projected benefit obligation               $ (83,450)        $ (4,793)         $ (76,919)         $  (5,664)
                 Assets at fair value                             85,104              --              74,734               --   
                 Projected benefit obligation
                    (in excess of) or less than plan               1,654           (4,793)            (2,185)            (5,664)
                 assets
                    Items not yet recognized in earnings:         (6,234)             152               (312)               727 
                      Unrecognized net (gain) loss                  (450)             --                (676)               --  
                    Unamortized transition asset                      12              (33)                15                (36)
                    Unrecognized prior service cost
                 Pension liability at end of year               $ (5,018)        $ (4,674)         $  (3,158)          $ (4,973)

</TABLE>

    Assumptions used in determining the actuarial present value of benefit
   obligations are summarized below.

<TABLE>
<CAPTION>
                                                                            Computational Assumptions

                                                               Net Pension Cost                   Projected Benefit
                                                                  Years Ended                       Obligation at
                                                                 December 31,                       December 31,
                                                        1997          1996          1995          1997         1996
      Discount rate:
         <S>                                            <C>           <C>           <C>           <C>          <C>
         United States                                  7.0%          7.0%          8.0%          7.0%         7.0%
         The Netherlands                                6.5%          6.5%          7.0%          6.0%         6.5%
      Rate of increase in compensation levels 
         United States                                  4.5%          4.5%          4.5%          4.5%         4.5%
         The Netherlands                                4.0%          4.0%          4.0%          4.0%         4.0%
      Expected long-term rate of return on assets:
         United States                                  9.0%          9.0%          9.0%
         The Netherlands                                7.0%          7.0%          7.0%       
      Benefit basis:
         United States plans  -- earnings during career
         The Netherlands -- final pay multiplied
             by years of service 

</TABLE>

   The assets of the pension plans are maintained in various trusts and
   invested primarily in equity and fixed income securities and money
   market funds.

                                         47 <PAGE>
 
<PAGE>

   Note 11:  Postretirement Benefits Other Than Pensions
   The Company sponsors an unfunded postretirement benefit plan (medical
   and life insurance benefits) for employees who retired prior to 1989 (as
   well as certain other employees who were near retirement and elected to
   receive certain benefits). The expense and liability for these benefits
   are set forth in the following tables.

<TABLE>
<CAPTION>
                                                                          Components of Net Periodic Postretirement Benefit Cost
                                                                                             Years Ended December 31,
                                                                           1997                  1996                  1995
                                                                                           (in thousands)

                   <S>                                                  <C>                     <C>               <C>   
                   Service cost (benefits earned during the year)       $    30                 $  34             $     88 
                   Interest cost on accumulated postretirement              827                   870                1,214 
                     benefit obligation                                    (600)                 (600)                (580)
                   Net amortization and deferral
                                                                        $   257                 $ 304              $   722  
</TABLE>

<TABLE>
<CAPTION>
                                                                        Accumulated Postretirement Benefit Obligation (APBO)
                                                                                         at December 31,
                                                                              1997                              1996
                                                                                         (in thousands)
                   <S>                                                     <C>                               <C>
                   Retired employees                                       $ 12,934                          $  11,970
                   Employees eligible to retire                               1,174                                972
                   Other employees                                              521                                694
                                                                           $ 14,629                          $  13,636
                   Unrecognized net gain (loss)                              (1,603)                               194
                                                                           $ 16,026                           $  17,430
</TABLE>
   Computational assumptions:
    Discount rate at December 31, 1997 and 1996               6.5%
    Health care cost trend rate 1997 to 2002                  7.6% ratable to 4%
    Effect of 1% increase in health care cost trend rate:
      Increase December 31, 1997 APBO                         6.0%
      Increase 1997 expense                                  16.0%

                                           48 <PAGE>
 
<PAGE>

   Note 12:  Income Taxes

   Effective October 6, 1993, the Company and Cooper entered into a Tax
   Sharing and Separation Agreement ("Tax Agreement"). Pursuant to the Tax
   Agreement, the Company and Cooper made an election in connection with
   the initial public offering of the Company's stock under Section
   338(h)(10) of the Internal Revenue Code. The effect of this election was
   to increase the tax basis of the Company's assets. This additional basis
   is expected to result in increased income tax deductions and accordingly
   may reduce income taxes otherwise payable by the Company. Pursuant to
   the Tax Agreement, the Company agreed to pay to Cooper the amount of the
   tax benefit associated with this additional basis (retaining 10% of the
   tax benefit associated with the amortization of the allocated cost of
   certain intangibles, such as goodwill) as realized on a quarterly basis,
   calculated by comparing the Company's actual taxes to the taxes that
   would have been owed had the increase in basis not occurred. The amount
   required to be paid to Cooper is subject to certain adjustments if
   certain business combinations or other acquisitions involving the
   Company occur. Except for the retained 10% benefit, the effect of the
   Tax Agreement is to put the Company in the same financial position it
   would have been in had there been no increase in the tax basis of the
   Company's assets.

   The effect of the retained 10% benefit upon the income tax provisions
   reflected in the accompanying income statements is to reduce these
   provisions for the years ended December 31, 1997, 1996 and 1995 by
   $789,000, $773,000 and $749,000, respectively.

<TABLE>
<CAPTION>
                                                                                   Years Ended December 31,
                                                                           1997             1996                 1995
                                                                                       (in thousands)
                   Income before income taxes;                                                    
                       <S>                                              <C>              <C>                 <C>
                       U.S. operations                                  $ 90,662         $  80,429           $  68,974 
                       Foreign operations                                  8,363            10,491               6,693 
                                                                        $ 99,025         $  90,920           $  75,667 
                   Income Tax expense:
                       Currently payable:
                       U.S. federal                                     $ 26,548         $  24,862           $  22,565 
                       U.S. state and local                                5,892             5,895               5,309 
                       Foreign                                             2,282             1,729               2,995 
                                                                        $ 34,722         $  32,486           $  30,869 
                       Deferred:
                       U.S. federal                                     $  2,486             1,075                (907)
                       U.S. state and local                                  614               267                (225)
                       Foreign                                               550             1,858                (297)
                                                                           3,650             3,200              (1,429)
                                                                        $ 38,372         $  35,686           $  29,440 

                   Effective tax rate reconciliation:
                       U.S. federal statutory rate                         35.0%             35.0%                 35.0%
                       State and local income taxes                         4.3               4.4                   4.4 
                       Other                                               (0.5)             (0.2)                 (0.5)
                          Effective tax rate                               38.8%             39.2%                 38.9% 


                   Total income taxes paid (*)
                                                                        $ 30,470         $  31,247             $  27,938
</TABLE>

(*)  Included in 1997, 1996 and 1995 taxes paid are $11,600,000,
     $11,400,000 and $12,000,000, respectively, paid to Cooper in accordance
     with the Tax Agreement.

                                    49 <PAGE>
 
<PAGE>

<TABLE>
<CAPTION>
                                                                                                      December 31,
                                                                                              1997               1996
                                                                                                     (in thousands)
                   Components of deferred tax balances:
                    Deferred tax liabilities:
                       <S>                                                                  <C>                      <C>
                       Plant, equipment and intangibles                                     $ (23,522)               $ (20,930)
                    Deferred tax assets:
                       Postretirement benefits                                                 10,353                   10,338 
                       Reserves and accruals                                                    4,943                    5,788 
                       Other                                                                      271                      499 
                                                                                               15,567                   16,625 
                                                                                             $( 7,955)                $ (4,305)
</TABLE>

   Deferred income taxes have been established for differences in the basis
   of assets and liabilities for financial statement and tax reporting
   purposes as adjusted for the Tax Agreement with Cooper.

   Note 13:  Stock Compensation Plans
   The Company has two forms of stock compensation plans, the Long-term
   Incentive Plan ("Incentive Plan") and the Employee Stock Purchase Plan
   ("Stock Purchase Plan"). Under the Incentive Plan, designated employees
   of the Company are eligible to receive awards in the form of stock
   options, stock appreciation rights, restricted stock grants and
   performance shares. An aggregate of 2,600,000 shares is reserved for
   issuance under the Incentive Plan. As of December 31, 1997, 964,000
   stock options have been granted with terms ranging from five to ten
   years, vesting in equal amounts on each of the first three anniversaries
   of the grant date. Under the Stock Purchase Plan, all full-time U.S.,
   Canadian, and effective with the 1997 offering, Dutch employees receive
   an option to purchase common stock at the lesser of 85% of the fair
   market value on the offering date or 100% of the fair market value on
   the exercise date. 

   With respect to the 1993 Employee Stock Purchase Plan offering, on
   December 8, 1995, the Company sold 278,574 shares to 1,303 employees at
   $12.64 per share. The Company used 75,000 treasury shares and issued an
   additional 3,574 shares of stock. With respect to the 1995 offering, on
   December 8, 1997, the Company sold 163,170 shares to 1,054 employees at
   $20.94 per share using existing treasury shares. With respect to the
   1997 offering, at December 31, 1997, 1,376 participating employees had
   options to acquire up to 153,370 shares of common stock at the lesser of
   $32.06 per share or the market price on the exercise date of December 6,
   1999. An aggregate of 858,256 shares of common stock is currently
   reserved for issuance under the Stock Purchase Plan.  

   The Company continues to account for stock options under Accounting
   Principles Board No. 25,  Accounting for Stock Issued to Employees  and
   has adopted the disclosure-only provisions of SFAS 123, "Accounting for
   Stock-Based Compensation".  Accordingly, no compensation cost has been
   recognized for the stock compensation plans. The effect of applying SFAS
   123's fair value method to the Company's stock compensation plan results
   in net income and earnings per share that are not materially different
   from amounts reported.

                                      50 <PAGE>
 
<PAGE>

   The following table summarizes the Company's stock option activity and
   related information for the years ended December 31, 1997, 1996 and
   1995:

<TABLE>
<CAPTION>
                                                                      Years Ended December 31,
                                             1997                            1996                            1995
                                                   Weighted                        Weighted                        Weighted
                                                   Average                          Average                         Average
                                                   Exercise                        Exercise                        Exercise
                                    Options         Price            Options         Price           Options         Price  
      Outstanding at beginning  
        <S>                         <C>             <C>              <C>            <C>              <C>            <C>
        of year                     738,247         $ 23.51          484,107        $ 16.84          485,789        $ 16.29
      Granted                        72,500           34.88          347,000          30.74           40,500          21.79
      Exercised                    (100,551)          17.85          (80,474)         15.40          (40,948)         15.06
      Canceled                      (19,160)          23.87          (12,386)         18.13           (1,234)         15.52
      Outstanding at end of year    691,036         $ 25.53          738,247        $ 23.51          484,107        $ 16.84         
      Exercisable at end of year    375,702         $ 20.66          297,747        $ 16.49          207,107        $ 15.86
      
</TABLE>



   The  following  table  summarizes  information about fixed stock options
   outstanding at December 31, 1997:

<TABLE>
<CAPTION>
                                                Options Outstanding                                        Options Exercisable
                                                               Weighted -          Weighted                              Weighted -
                    Range of                               Average Remaining        Average                               Average
                    Exercise                                Contractual Life        Exercise                              Exercise
                     Prices                 Options                                  Price                Options          Price

                   <C>                        <C>              <C>                    <C>                  <C>              <C>
                   $14 to $1                  262,253          1.0 years              $ 16.91              262,253          $ 16.91
                     21 to 24                  31,181          2.2                      21.71               17,681            21.65
                     29 to 31                 325,102          8.2                      30.73               95,768            30.73
                     31 to 36                  72,500          9.2                      34.88                   --               --

                   $14 to $36                 691,036          5.3 years              $ 25.53              375,702          $ 20.66

</TABLE>
                                         51 <PAGE>
 
<PAGE>

   Note 14:  Stockholder Rights Plan
   Under a Stockholder Rights Plan adopted in 1995, a dividend of one
   Preferred Share Purchase Right was declared for each share of common
   stock. Each right, when exercisable, entitles the holder to purchase
   1/100th of a share of the Company's Series A Junior Participating
   Preferred Stock at a purchase price of $100. Each 1/100th of a share of
   Series A Junior Participating Preferred Stock will be substantially
   equivalent to one share of common stock and will be entitled to one
   vote, voting together with the shares of common stock. The rights will
   become exercisable only if, without the prior approval of the Board of
   Directors, a person or group of persons acquires or announces the
   intention to acquire 15% or more of the common stock. If the Company is
   acquired through a merger or other business combination transaction,
   each right will entitle the holder to purchase $200 worth of the
   surviving company's common stock for $100 (subject to adjustment). In
   addition, if a person or group of persons acquires 15% or more of the
   common stock, each right not owned by the 15% or greater shareholder
   would permit the holder to purchase $200 worth of common stock for $100
   (subject to adjustment). The rights are redeemable, at the option of the
   Company, at $.01 per right at any time until ten business days after a
   person or group of persons acquires 15% or more of the common stock. The
   rights expire on July 18, 2005.

   Note 15:  Commitments
   At December 31, 1997, the Company had no foreign currency exchange
   contracts.  At December 31, 1997, the Company had copper future
   contracts of $15,323,000. These contracts represent approximately two to
   three months of the Company's anticipated U.S. requirements. At December
   31, 1997, there were unrealized losses of $2,596,000 on open forward
   contracts, which will be realized as an adjustment to cost of sales when
   the future sales that are being hedged occur. The contracts expire as
   follows:

<TABLE>
<CAPTION>
                                                                         1998 (by quarter)
                                                             1           2              3             4
                                                                          (in thousands)
      <S>                                               <C>           <C>            <C>           <C>
      Commitments as of December 31, 1997               $ 7,164       $ 2,520        $ 4,269       $ 1,370

</TABLE>

   Note 16:  Leases
   Rental expense for operating leases primarily for office space and
   machinery and equipment was $4,619,000, $4,007,000 and $3,436,000 in
   1997, 1996 and 1995, respectively.

   Minimum annual lease payments for noncancellable operating leases in
   effect at December 31, 1997 are as follows:

<TABLE>
<CAPTION>
                                              (in thousands)
                   <C>                                                       <C>  
                   1998                                                      $    3,932
                   1999                                                           2,554
                   2000                                                           1,026
                   2001                                                             248
                   2002                                                              84
                   Thereafter                                                        44 


                                                                             $    7,888
</TABLE>

   Note 17:  Concentrations of Credit Risk and Fair Value of Financial
   Instruments 

   Concentrations of Credit Risk
   Concentrations of credit risk with respect to trade receivables are
   limited due to the wide variety of customers and markets into which the
   Company's products are sold, as well as their dispersion across many
   different geographic areas. As a result, at December 31, 1997 and 1996,
   the Company did not consider itself to have any significant
   concentrations of credit risk except for receivables from several
   operating units of a major customer of $ 19,018,000 and $16,171,000,
   respectively.

   Fair Value of Financial Instruments
   The Company's financial instruments consist primarily of cash and cash
   equivalents, trade receivables, trade payables, debt instruments and
   foreign currency forward contracts. At December 31, 1997 and 1996, the
   book values of cash and cash equivalents, trade receivables, trade
   payables and debt instruments, excluding the medium-term notes, are
   considered representative of their respective fair values. The fair
   value of the medium-term notes at December 31, 1997 was approximately
   $78 million.

                                           52 <PAGE>
 
<PAGE>

   Note 18: Industry Segments, Major Customers and Geographic Information
   The Company's operations are conducted within one business segment which
   designs, manufactures and markets wire, cable and cord products for the
   electronics and electrical markets. Sales to a major customer amounted
   to 16%, 17% and 18% of consolidated revenues in 1997, 1996 and 1995,
   respectively. Translation and transaction gains and losses included in
   each year's consolidated income statements were not significant.


   Geographic information is set forth in the following table. 

<TABLE>
<CAPTION>
                                                             United
                                                             States      Canada      Europe       Eliminations  Consolidated
                                                                                          (in thousands)
                   Year ended December 31, 1997
                   Revenues:
                       <S>                                   <C>         <C>         <C>           <C>            <C>
                       Customer                              $568,190    $42,517     $136,500      $      --      $747,207
                       Affiliate transfer                      53,816     18,827          780       (73,423)            --
                          Total                               622,006     61,344      137,280       (73,423)       747,207
                   Operating earnings                          88,050      3,621       14,908          (596)       105,983
                   Identifiable assets                        425,990     24,814       83,274       (58,949)       475,129
                   Year ended December 31, 1996
                   Revenues:
                       Customer                              $485,621    $40,889     $140,915      $     --        $667,425
                       Affiliate transfers                     28,514     14,767           --       (43,281)            --
                          Total                               514,135     55,656      140,915       (43,281)        667,425
                   Operating earnings                          76,290      1,939       16,256           (68)         94,417
                   Identifiable assets                        308,594     24,486       96,973       (58,408)        371,645

                   Year ended December 31, 1995
                   Revenues:
                       Customer                              $441,167    $45,776     $121,665      $     --        $608,608
                       Affiliate transfers                     27,362     12,012          470       (39,844)             --
                          Total                               468,529     57,788      122,135       (39,844)         608,608
                   Operating earnings                          68,072      2,142        9,932          (544)          79,602
                   Identifiable assets                        272,524     26,312       94,714       (60,763)         332,787

                                           53<PAGE>
<PAGE>

   Transfers between domestic and international operations, principally
   inventory transfers, are charged to the receiving organization at prices
   sufficient to recover manufacturing costs.

   Export sales to customers of $65,750,000, $61,057,000 and $43,334,000
   are included in United States revenues for 1997, 1996 and 1995,
   respectively. Export sales to customers of $11,937,000, $16,400,000 and
   $14,297,000, respectively, are included in European revenues for 1997,
   1996 and 1995. Export sales by geographic region are as follows:


</TABLE>
<TABLE>
<CAPTION>
                                                                                          Years Ended December 31,
                                                                              1997                1996                 1995   
                   <S>                                                      <C>                  <C>                 <C>
                   Pacific Rim                                              $ 46,866             $ 49,133            $ 37,703
                   Latin America                                              19,367               21,400              13,413
                   Canada                                                      5,567                3,164               3,249
                   Other                                                       5,887                3,760               3,266
                                                                            $ 77,687             $ 77,457            $ 57,631
</TABLE>

   Note 19: Quarterly Operating Results (unaudited)

<TABLE>
<CAPTION>
                                                                                         1997 (by quarter)
                                                                   1                 2                3                4
                                                                        (in thousands except per share amounts)
                   <S>                                          <C>               <C>              <C>              <C>
                   Revenues                                     $ 175,974         $ 192,597        $ 183,693        $ 194,943
                   Gross profit                                    46,058            48,837           47,522           54,892
                   Operating earnings                              24,499            25,643           25,068           30,773
                   Net income                                      13,885            14,440           14,503           17,825
                   Basic earnings per share                     $    0.53         $    0.55        $    0.56        $    0.68
                   Diluted earnings per share                   $    0.53         $    0.55        $    0.55        $    0.68

</TABLE>
<TABLE>
<CAPTION>
                                                                                         1996 (by quarter)
                                                                1                2                  3               4
                                                                        (in thousands except per share amounts)
                   <S>                                          <C>               <C>              <C>              <C>
                   Revenues                                     $ 169,275         $ 167,649        $ 159,067        $ 171,434
                   Gross profit                                    41,412            41,515           39,783           45,669
                   Operating earnings                              21,674            22,810           23,005           26,928
                   Net income                                      12,570            13,316           13,428           15,920
                   Basic earnings per share                     $    0.48         $    0.51        $    0.52        $    0.61
                   Diluted earnings per share                   $    0.48         $    0.51        $    0.51         $    0.61

</TABLE>

   Note 20: Contingent Liabilities

   Various lawsuits, claims and proceedings have been or may be instituted
   or asserted against the Company in the ordinary course of business,
   including those pertaining to income tax examinations, environmental,
   product liability and patent matters. Based on facts currently
   available, management believes that the disposition of matters that are
   pending or asserted will not have a materially adverse effect on the
   financial position of the Company.

                                        54<PAGE>
<PAGE>

Stockholder Information

Corporate Office
Belden Inc.
7701 Forsyth Boulevard
Suite 800
St. Louis, Missouri 63105
(314) 854-8000

Investor Relations Contact
Richard K. Reece
Vice President, Finance, Treasurer and Chief Financial Officer
(314) 854-8054

Annual Meeting
11:00 a.m.
May 7, 1998
St. Louis Club
7701 Forsyth Boulevard
St. Louis, Missouri 63105

Transfer Agent
ChaseMellon Shareholder Services
85 Challenger Road
Overpeak Center
Ridgefield Park, NJ 07660
(201) 296-4266

Independent Auditors
Ernst & Young LLP
701 Market Street, Suite 1400
St. Louis, Missouri 63101
(314) 259-1000

Form 10-K
Stockholders  may  obtain  without  charge  a  copy of the Company's annual
report  on  Form  10K  filed with the Securities and Exchange Commission by
writing  to  the  Investor  Relations Department at the Company's corporate
office.

Market Information
The  Company's  common  stock  is  traded  under the symbol "BWC." Belden's
common  stock began trading on the New York Exchange on September 30, 1993.
At March 1, 1997, the Company had 1270 stockholders of record.


Common Stock Prices and Dividends

<TABLE>
<CAPTION>
                                                                                     1997 (by quarter)
                                                           1                      2                  3                   4
                 <S>                                     <C>                    <C>                 <C>                 <C>
                 Dividends per common share              $.05                   $.05                $.05                $.05
                 Common stock prices:
                    High                                 39 7/8                 38 1/8              39 13/16            38 3/4
                    Low                                  34 3/4                 30 5/8              33 3/4              32 

</TABLE>

<TABLE>
<CAPTION>
                                                                                     1996 (by quarter)


                                                           1                      2                  3                   4
                 <S>                                     <C>                    <C>                 <C>                 <C>
                 Dividends per common share              $.05                   $.05                $.05                $.05
                 Common stock prices:
                    High                                 32 1/2                 34                  30 1/8              37
                    Low                                  24 1/8                 27 1/2              24 3/4              28 1/2

                                                                 55 <PAGE>
  


Directors
Lorne D. Bain (Director since 1993; Age 56)
(Audit Committee Chairman)
Managing Director of Bellmeade
   Capital Partners L.L.C.

Christopher I. Byrnes (Director since 1995; Age 48)
(Compensation Committee Member)
Dean, School of Engineering and Applied Science; Washington University

Joseph R. Coppola (Director since 1993; Age 67)
(Compensation Committee Chairman)
Retired  Chairman  of  the  Board  and  Chief Executive Officer; Giddings &
Lewis, Inc., a manufacturer of machine tools and assembly systems

John R. DallePezze (Director since 1997; Age 54)
Chairman  of  the  Board,  President and Chief Executive Officer; Holophane
Corporation,  a manufacturer of premium quality, highly engineered lighting
fixtures and systems for industrial, commercial and outdoor applications.

Alan E. Riedel (Director since 1993; Age 67)
(Audit Committee Member)
Director  and  Chairman  of  the  Board;  Gardner Denver Machinery, Inc., a
manufacturer of air compressors and pumps and Retired Vice Chairman; Cooper
Industries, Inc.

Bernard G. Rethore (Director since 1997; Age 54)
(Audit Committee Member)
Chairman of the Board and Chief Executive Officer; Flowserve Corporation, a
worldwide  supplier  of  advanced-technology  fluid  transfer  and  control
equipment, systems and services.


Officers
C. Baker Cunningham (Age 56)
Chairman of the Board, President and Chief Executive Officer

Kevin L. Bloomfield (Age 46)
Vice President, Secretary and General Counsel

Richard K. Reece (Age 41)
Vice President, Finance, Treasurer and Chief Financial Officer

Cathy O. Staples (Age 47)
Vice President, Human Resources

Peter J. Wickman (Age 48)
Vice President, Operations







                                       56<PAGE>
 



</TABLE>