<PAGE> 


Exhibit 99.1







                                                     March 26, 1998



Dear Shareholder:

The Board of Directors cordially invites you to attend the annual meeting  
of shareholders of Belden Inc. at the St. Louis Club (16th Floor), Pierre
Laclede Center, 7701 Forsyth Boulevard, St. Louis, Missouri, to be held on
Thursday, May 7, 1998, at 11:00 a.m. C.D.T.

Details of the business to be conducted at the annual meeting are given in
the attached Notice of Annual Meeting and Proxy Statement.

Whether or not you plan to attend, you can be sure your shares are
represented at the meeting by promptly completing and returning your proxy
form in the enclosed envelope.
 
Thank you for your continued support.

                                 Sincerely,

                                 
                                 /s/ C. Baker Cunningham
                                 C. Baker Cunningham
                                 Chairman of the Board, President
                                 and Chief Executive Officer<PAGE>

<PAGE>
                           BELDEN INC.
             Notice of Annual Meeting of Shareholders
                 To Be Held Thursday, May 7, 1998






To the Shareholders of Belden Inc.:

Belden Inc. will hold its 1998 Annual Meeting of Shareholders in the Lewis
& Clark  Room of the St. Louis Club, Pierre Laclede Center, 7701 Forsyth
Boulevard, 16th Floor, St. Louis, Missouri, on Thursday, May 7, 1998, at
11:00 a.m. C.D.T. to vote upon:

     The election of three directors, each for a three year term; and
     Other business that may properly come before the meeting.

Shareholders of record at the close of business on March 17, 1998 will be
entitled to vote at the meeting.

Whether or not you expect to attend the Belden Annual Meeting, please
complete, sign and date the enclosed proxy card and return it in the
accompanying postage-paid envelope.  The proxy may be revoked at any time
prior to the vote at the meeting by following the procedures noted in the
attached Proxy Statement.

                           By order of the Board of Directors,


                           /s/ Kevin Bloomfield
                           Kevin Bloomfield
                            Vice President, Secretary 
                            and General Counsel

St. Louis, Missouri
March 26, 1998              



















                                         <PAGE>
 


<PAGE>
                                BELDEN INC.
                               March 26, 1998

                              PROXY STATEMENT
                       Annual Meeting of Shareholders
                           To be held May 7, 1998

                                      
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Belden Inc. for the 1998
Annual Meeting of Shareholders. Distribution of this Proxy Statement and a
proxy form is  scheduled to begin on  March 26, 1998.

Only record holders of the common stock, $.01 par value, of the Company at
the close of business on March 17, 1998 (the "Record Date") will be
entitled to vote at the meeting.   At March 16, 1998,  26,163,934 shares of
common stock were outstanding and entitled to vote. Each share of common
stock has one vote. For the proposal  to be considered, the presence at the
meeting, in person or by proxy, of the holders of a majority of shares of
common stock is necessary to constitute a quorum.

You can ensure that your shares are voted at the meeting by completing and
returning the enclosed proxy form in the envelope provided.  Sending in a
proxy will not affect your right to attend the meeting and vote.  A
shareholder who gives a proxy may revoke it at any time before it is
exercised by voting in person at the meeting, by submitting another proxy
bearing a later date, or by notifying the Inspector of Election in writing
of such revocation.



MATTERS TO COME BEFORE THE MEETING


Election of Three Directors

The directors of the Company are divided into three classes, Class I, Class
II and Class III, with each class serving for a term of three years.  One
class stands for election at each annual meeting of shareholders.  There
are three Class I directors whose term will expire at the 2000 annual
meeting, one Class III director whose term will expire at the 1999 annual
meeting and three Class II directors whose term will expire at this annual
meeting.  At this meeting, three Class II directors will be elected for a
term expiring at the 2001 annual meeting.  Alan Riedel, Lorne Bain and
Bernard Rethore are the Board of Directors' nominees as Class II directors
for election at this meeting. Each is a current Class II director. 
   
Each nominee has indicated a willingness to serve as director if elected.
Should any nominee be unavailable or  unwilling to serve, and if any other
person is nominated, the persons designated on the accompanying form of
proxy will have the discretionary authority to vote or refrain from voting
in accordance with their judgment on such other nominee unless authority to
vote on such matter is withheld. 

Nominees for Class II Directors

ALAN E. RIEDEL                               (PHOTO)
Chairman
Gardner Denver, Inc.  
Member -- Audit Committee
Director since 1993              Age 67

Graduated magna cum laude from Ohio University with a B.A. degree in
government. Received a Juris Doctor degree from Case Western Reserve
University School of Law, where he was elected to the Order of the Coif.
Has completed Harvard Business School's Advanced Management Program.  In
1994, received an Honorary Doctor of Laws from Ohio University. Since April
1994,  has been of counsel to the law firm of Squire, Sanders & Dempsey and
has been Director and Chairman of Gardner Denver,  Inc., a manufacturer of
air compressor products and pumps. Had been Vice Chairman of Cooper
Industries, Inc. ( Cooper ), a manufacturer of electrical equipment, tools
and hardware, and automotive parts, from April 1992 until April 1994, when
he retired. From 1973 to 1992, was Senior Vice President, Administration of
Cooper.

Director, Standard Products Company, and Arkwright Mutual Insurance
Company.


                                 2<PAGE>
<PAGE>

LORNE D. BAIN                                (PHOTO)
Managing Director
Bellmeade Capital Partners, L.L.C.
Member -- Audit Committee
Director since 1993              Age 56

Received a B.B.A. degree from St. Edwards University and a Juris Doctor
degree from the University of Texas School of Law and has completed Harvard
Business School's Advanced Management Program. Presently, Managing Director
of Bellmeade Capital Partners, L.L.C. , a merchant  banking firm.  From
1991 to 1996, had been Chairman and Chief Executive Officer of Sanifill,
Inc., an environmental services company.


BERNARD G. RETHORE                           (PHOTO)
Chairman and Chief Executive Officer
Flowserve Corporation                                        
Chairman -- Audit Committee
Director since February 1997         Age 56      

Received a B.A. degree in Economics (Honors) from Yale University and an
M.B.A. degree from the Wharton School of the University of Pennsylvania. 
Since 1995, had been Director, President and Chief Executive Officer of
BW/IP, Inc., a supplier of advanced-technology fluid transfer and control
equipment, systems and services and was also elected its Chairman in
February 1997.  In July 1997, became Chairman and Chief Executive Officer
of Flowserve Corporation ( Flowserve ).  Flowserve, formed by the merger of
BW/IP Inc. and Durco International, Inc., produces highly engineered pumps,
precision seals, valves and valve actuators, and flow management services. 
From 1989 to 1995, was Senior Vice President of Phelps Dodge Corporation
and President of Phelps Dodge Industries.

Director, Maytag Corporation.

Class I Directors:  Term Expiring in 2000

JOSEPH R. COPPOLA                            (PHOTO)
Chairman -- Compensation Committee
Director since 1993                  Age 67

Received a B.S. degree in mechanical engineering from the University of
Massachusetts.  Had been Chairman and Chief Executive Officer of Giddings &
Lewis, Inc., a manufacturer of machine tools and assembly systems, from
July 1, 1993, and a director of the company, from July 1989 until April
1997, when he retired.  From 1985 to 1993, was Senior Vice President,
Manufacturing Services of Cooper.

Director, Coltec Industries Inc., National Exchange Bank.

                                 3<PAGE>
<PAGE>

CHRISTOPHER I. BYRNES                        (PHOTO)
Dean, School of Engineering and Applied Science
Washington University
Member -- Compensation Committee                               
Director since 1995                  Age 48

Received a B.S. degree in mathematics from Manhattan College and M.S. and
Ph.D. degrees in mathematics from the University of Massachusetts.  Has
served on the engineering faculty at Arizona State, Harvard, and the Royal
Institute of Technology in Stockholm.  Has held visiting appointments in
Austria, France, Germany, Italy, Japan, the Netherlands, Sweden and the
former Soviet Union.  Elected Fellow of the Institute of Electrical and
Electronics Engineers and of the Japan Society for the Promotion of
Science.  Since 1991, has been Dean of the School of Engineering and
Applied Science of Washington University. 

JOHN R. DALLEPEZZE                         (PHOTO)
Chairman of the Board, President and Chief Executive Officer     
Holophane Corporation  
Member   Compensation Committee
Director since May 1997                  Age 54
                               
Received a B.S.E.E. degree from Princeton University and an M.S. degree
from the Massachusetts Institute of Technology. Since October 1989, has
been Director, President and Chief Executive Officer and, since February
1992, Chairman of the Board of the Holophane Corporation, a manufacturer of
lighting fixtures and systems. 


Class III Director: Term Expiring in 1999

C. BAKER CUNNINGHAM                          (PHOTO)
Chairman of the Board, President and 
Chief Executive Officer                                             (PHOTO)
Belden Inc.
Director since 1993                  Age 56

Received a B.S. degree in civil engineering from Washington University, an
M.S. degree in civil engineering from Georgia Tech and an M.B.A. from
Harvard Business School. Has been Chairman, President and Chief Executive
Officer of the Company since its incorporation in July 1993. From February
1982 until July 1993, was an Executive Vice President, Operations of
Cooper.

Director, Cooper Cameron Corporation.

                                   4<PAGE>
<PAGE>

Vote Required and Board Recommendation

To be elected, each nominee must receive the affirmative vote of a majority
of the common stock of the Company represented at the meeting. 

Voting Procedures

Vote Required:  Delaware law requires for approval of the proposal the
affirmative vote of holders of a majority of shares of common stock
represented at the meeting.  Votes cast by proxy or in person at the
meeting will be tabulated by the Inspector of Elections.

Effect of an Abstention and Broker Non-Votes:  A shareholder who withholds
from voting on the proposal will be included in the number of shareholders
present at the meeting for the purpose of determining the presence of a
quorum. Abstentions (including votes withheld) will be treated as votes
cast against the proposal because they are deemed shares present and
entitled to vote at the meeting. Under the rules of the New York Stock
Exchange, brokers holding stock for the accounts of their clients who have
not been given specific voting instructions as to the proposal by their
clients may vote their clients' proxies in their own discretion for such
proposal. Should a matter arise for which brokers do not have discretion
and have not been given specific voting instructions, such broker non-votes
will not, under applicable Delaware law, be considered as shares entitled
to vote on such matter and will not have any effect on the outcome of such
matter. 

The Board of Directors recommends a vote "for" the election of each nominee
to the Board of Directors.


STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following information lists beneficial ownership of common stock at
March 10, 1998 of (i) each director or nominee; (ii) each executive officer
named in the Summary Compensation Table; and (iii) directors and executive
officers as a group. Except as otherwise noted, each person has sole voting
and investment  power as to his shares.  The percentage of outstanding
common stock, including options exercisable within 60 days of March 10,
1998, beneficially owned by directors and executive officers as a group is
1.5%. The percentage beneficially owned by any director or nominee
individually does not exceed 1%.
                                                 Shares Beneficially
                                                  Owned (a) (b)

C. Baker Cunningham                                    217,626 
  Chairman of the Board, President, 
   Chief Executive Officer and Director
Richard K. Reece                                        54,362 (c)
  Vice President, Finance, Treasurer and 
   Chief Financial Officer                             
Peter J. Wickman                                        47,546 (d)
  Vice President, Operations                                 
Kevin L. Bloomfield                                     31,707
  Vice President, Secretary and General Counsel        
Cathy O. Staples                                        12,672
  Vice President, Human Resources
Lorne D. Bain                                            4,400
  Director
Joseph R. Coppola                                        3,900 
  Director
Alan E. Riedel                                         14,900(e)
  Director
Christopher I. Byrnes                                   1,900
  Director

                                   5 <PAGE>
 
<PAGE>

                                                  Shares Beneficially
                                                   Owned (a) (b)

Bernard G. Rethore                                   2,200(f)
  Director
John R. DallePezze                                   3,200
  Director

All Directors and Executive Officers as a Group    394,413

          
(a)   Includes the following shares covered by stock options which are
      currently exercisable or exercisable within 60 days of March 10,
      1998: Mr. Cunningham, 131,333 shares; Mr. Reece, 42,233 shares; Mr.
      Wickman, 37,333 shares; Mr. Bloomfield, 21,667 shares; Ms. Staples,
      4,834 shares; Messrs. Coppola and Bain, 3,000 shares; Mr. Riedel,
      2,000 shares, and Messrs. Byrnes, Rethore and DallePezze, 1,000
      shares.
(b)   Includes shares held in the Company's savings plan.
(c)   Includes 10,876 shares owned jointly by Mr. Reece and his wife.
(d)   Includes 1,000 shares owned jointly by Mr. Wickman and his wife.
(e)   Includes 1,500 shares held in an Individual Retirement Account.
(f)   Includes 1,200 shares held in trust.

   The following table shows certain information regarding those
shareholders known to the Company to beneficially own more than 5% of the
outstanding shares of common stock.

<TABLE>
<CAPTION>
                                                  Amount and
Name and Address                                   Nature of                   Percent
of Beneficial Owner                             Beneficial Ownership           of class

<S>                                                <C>                           <C>
The Prudential Insurance                           1,943,800*                    7.43%
Company of America
751 Broad Street
Newark, NJ 07102-3777

Brown Capital Management                           1,477,925**                    5.64%
809 Cathedral Street
Baltimore, MD 21201      

Princeton Services, Inc.                           1,500,000***                   5.7%
800 Scudders Mill Road
Plainsboro, NJ 08536

Merrill Lynch Asset Management, L.P.
800 Scudders Mill Road
Plainsboro, NJ 08536

Mill Lynch Capital Fund, Inc.
800 Scudders Mill Road
Plainsboro, NJ 08536

</TABLE>

*    Information based on a Schedule 13G, Amendment Number 5, filed with
     the Securities and Exchange Commission by The Prudential Insurance
     Company of America ("Prudential").  Prudential has sole voting power
     and sole dispositive power over 949,500 shares, and shared voting
     power and shared dispositive power over 994,300 shares.  

**   Information based on a Schedule 13G filed with the SEC by Brown
     Capital Management ( Brown ).  Brown has sole voting power over
     619,860 shares, shared voting power over 107,800 shares, sole
     dispositive power over 1,477,925 shares and no shared dispositive
     power.

***  This group of beneficial owners are collectively referred to as
      Princeton/Merrill .  Information based on a Schedule 13G filed with
     the SEC by Princeton/Merrill.  Princeton/Merrill has shared voting  
     power over 500,000 shares and shared disposition power over 500,000
     shares.

                                  6<PAGE>
<PAGE>

  In addition, at December 31, 1997, Bankers Trust Company, as Trustee of
the Belden Wire & Cable Retirement Savings Plan ("Savings Plan"), held of
record 432,874 shares, 1.6% of common stock. The Savings Plan permits plan
participants to direct the plan Trustee to vote the common stock of the
Company allocated to their accounts. Under the terms of the plan, the
Trustee will vote unallocated and uninstructed shares in proportion to the
shares to which instructions have been received.

                      BOARD MEETINGS AND COMMITTEES

The Board of Directors met four times during 1997. All directors attended
75% or more of the meetings of the Board and of the Board Committees on
which they served.  The Company has two committees of the Board of
Directors, an Audit Committee and a Compensation Committee. It does not
have a nominating committee.

Audit Committee

  Members: Mr. Rethore, Chairman; Mr. Riedel and Mr. Bain. 

The Committee met four times in 1997. The Audit Committee meets with
financial management and the Company's independent auditors to review
internal accounting controls, the Company's compliance with its conflict of
interest and ethical conduct policies, and accounting, auditing, and
financial reporting matters.

Compensation Committee

  Members: Mr. Coppola, Chairman; Dr. Byrnes; and Mr. DallePezze. 

The Committee met two times in 1997. The Compensation Committee generally
reviews compensation for officers, annual salary and wage guidelines for
employees, and awards under the Company's Incentive Plan.


                   COMPENSATION OF DIRECTORS

The Company's nonemployee directors each receive an annual retainer of
$20,000 and $1,000 per meeting for special board meetings or committee
meetings not held in conjunction with a regular board meeting. All
nonemployee directors are reimbursed for expenses incurred in connection
with attending board and committee meetings.   Mr. Cunningham does not
receive any compensation for serving as a member of the Board.  

Also, under the Non-Employee Director Stock Plan, Messrs. Bain, Riedel,
Coppola, Byrnes, Rethore, and DallePezze each automatically receive on the
day following each annual meeting of shareholders 200 treasury shares of
the Company s common stock. 

In addition, under the Incentive Plan, each nonemployee director is
automatically granted, on the day following each annual meeting of
shareholders, an option to purchase 1,000 shares of common stock. The
option exercise price is equal to 100% of the fair market value (as defined
in the Incentive Plan) of the common stock on the date of the option grant.
The options become exercisable on the first anniversary of the date of
grant and expire five years after the date of grant. The option price may
be paid in cash, shares of common stock or a combination of cash and
shares. 

Following the Company's 1997 annual meeting, pursuant to the Incentive
Plan, Messrs. Bain, Riedel, Coppola, Rethore, DallePezze and Byrnes each
received an option to purchase 1,000 shares of common stock at a price of
$31.50 per share. The options will become exercisable on May 2, 1998 and
will expire on May 2, 2002.

All options granted to nonemployee directors are nontransferable, other
than by will or the laws of descent and distribution, and each option is
exercisable, during the lifetime of the optionee, only by the optionee. If
a person ceases to be a nonemployee director due to death, disability or
retirement, his or her options generally will be exercisable for a period
of one year (but not later than the expiration date of the option). If a
nonemployee director's service terminates for any other reason, options
that are not then exercisable shall be cancelled and options that are
exercisable may be exercised at any time within 90 days after the date of
such termination (but not later than the expiration date of the options).
The portion of the Incentive Plan applicable to nonemployee directors is
designed to operate automatically and not require administration.

                                7<PAGE>

<PAGE>
                   EXECUTIVE COMPENSATION

Report of the Compensation Committee on Executive Compensation

     The Compensation Committee, comprised of non-employee directors of the
Company, is responsible for establishing the Company's compensation
philosophy and making all decisions regarding compensation for the Chief
Executive Officer and other named executive officers, including determining
base salary and bonus amounts, approving target financial performance
levels, and granting stock options and other long-term incentives.  The
Committee also reviews guidelines for compensation, bonus, and stock option
grants for other employees.

Executive Compensation Objectives

     The Company's executive compensation plans are designed to attract and
retain key management employees and to motivate these employees to take
actions that enhance shareholder value and attain Company goals.  The
officers of the Company are paid salaries in line with their
responsibilities.  The Company's philosophy is to target total direct
compensation at the 50th percentile of other comparably sized companies. 
An outside consultant is hired to evaluate the level of competitiveness of
the executive compensation programs relative to other companies within the
electronics and communication equipment industry.  In the past, companies
selected for comparison purposes were those with whom the Company competes
for executive talent, many of which may be too large to use for
compensation comparison purposes.  Because this group may differ from the
Company's product competitors, this comparison group has not been selected
to reflect the companies shown on the proxy performance graph.

Elements of the Executive Compensation Program

In 1997, the total compensation package for the Company's top executives
consisted of the following elements:

     Base salary

     Annual bonus

     Stock options

     The Company's incentive programs are key elements of the total
compensation package, designed to reward executives for short- and long-
term enhancements to the value received by shareholders.

Base Salaries

     Base salaries are reviewed each year and adjusted based on Company
performance, individual performance, the executive's level of
responsibility, and position responsibilities.  During 1997, salaries paid
to the named executive officers increased 8.2% over those paid in 1996.

Annual Incentives

     The annual incentive program provides executives with the opportunity
to earn bonuses when warranted by Company and individual performance. 
Awards are based on individual achievements, operational performance, and
Company progress towards long-term goals.   Goals are established by the
Committee at the beginning of the fiscal year.  The Company's overall
financial performance determines the size of the bonus pool to be
distributed to the executives participating in the program.

                              8<PAGE>
<PAGE>

     In 1997, the Company posted its fourth consecutive year of revenue and
earnings growth since becoming an independent company in 1993.  Net income
increased 9.8% on revenues that were up 12% over 1996.  Diluted earnings
per share increased 9% compared to last year.  The Company improved its
operating position by completing the closure of the Apple Creek, Ohio plant
and reducing employment in its Dutch operation.  Revenues benefited from
the recent acquisitions of Intech Cable Inc. and Alpha Wire Company. 
Overall, financial results were achieved in spite of mixed market
conditions in the industries the Company serves, but the rate of increase
in results slowed compared to that of the last few years.  To reflect this
performance and provide incentive awards that approximate the market
median, bonuses awarded to the named executives for 1997 performance were
7.4% less than those paid in 1996.  It is the Committee's intent to
maintain median compensation levels over time if the Company continues to
achieve financial and other strategic accomplishments that benefit
shareholders over the long-term.

Long-Term lncentives

     The Company also uses stock options to strengthen the relationship
between top management and the shareholders. These stock options provide
the opportunity for the executives to share in any gains created for the
shareholders and act as a tool for retaining key executives.  The policy of
the Compensation Committee is to grant stock options every two years to
members of the management group to encourage ownership of the Company's
stock and to more closely align the executive's interest with the interest
of other shareholders.  Pursuant to this policy, options were granted to
officers in 1996 and will be granted again in 1998.  However, in 1997,
Messrs. Reece and Wickman each received an option to purchase 10,000 shares
of the Company's common stock in recognition of their contribution to the
Company's strong performance in 1996.

CEO Compensation

     In keeping with the Company's philosophy of emphasizing the incentive
elements of the total compensation package, Mr. Cunningham's base salary
was increased in 1997 by 5.6% to $470,000.  Mr. Cunningham participates in
the same incentive plans as the other named executive officers.  For 1997,
he earned a bonus of $240,000 or 51% of salary, which reflects the solid
performance of the Company, Mr. Cunningham's role in achieving the strong
financial results, and the successful acquisition of Cowen Cable.  This
bonus was 11.1% below the level paid in 1996 because of the slower rate of
earnings growth achieved in 1997.  Consistent with the Committee's general
policy to grant stock options every other year, Mr. Cunningham was not
awarded stock options in 1997.

     The Company also maintains certain benefit programs in which the named
executive officers participate.  The compensation attributed to these
executive officers for 1997 from these programs is detailed in this proxy
statement. Mr. Cunningham's participation in these programs reflects what
the Committee believes is the participation that other executives at his
level in similarly sized organizations would expect.

     Section 162(m) of the Internal Revenue Code imposes a limitation on
the deductibility of nonperformance-based compensation in excess of $1
million paid to the executive officers.  Although the Committee considers
this provision when reviewing executive compensation, the Committee uses
sound business judgment to determine whether specific compensation programs
are appropriate, even if certain elements may not meet the performance
criteria under the tax code provision.  However, the Committee currently 
believes that the Company should be able to continue to manage its
executive compensation program so as to preserve the related federal income
tax deductions.


                              Joseph R. Coppola, Chairman 
                              Christopher I. Byrnes 
                              John R. DallePezze

                              9<PAGE>

<PAGE> 



                                   Summary Compensation Table
                                               
<TABLE>
<CAPTION>
                                                                                                  Long-Term 
                                                                                                Compensation
                                                                                                    Awards             
                                                                                                  Securities         All
                                                                 Annual Compensation             Underlying         Other
                                                                     Salary(1)   Bonus(2)         Options(3)    Compensation(4)
                 Name and Principal Position                Year       ($)           ($)               (#)           ($)

                 <S>                                        <C>       <C>          <C>               <C>            <C>
                 C. Baker Cunningham                        1997      467,833      240,000                          33,275
                   Chairman of the Board, President,        1996      440,833      270,000           65,000         29,589
                   and Chief Executive Officer              1995      416,667      215,000                          25,950

                 Richard K. Reece                           1997      231,750       90,000           10,000         14,929
                   Vice President, Finance, Treasurer       1996      222,000      100,000           15,000         13,590
                   and Chief Financial officer              1995      210,000       80,000                          12,150
                                                                
                 Peter J. Wickman                           1997      220,000       90,000           10,000         14,400
                   Vice President, Operations               1996      197,500      100,000           15,000         12,488     
                                                            1995      171,500       80,000                          10,418

                 Kevin L. Bloomfield                        1997      179,000       72,000                          11,655
                   Vice President, Secretary                1996      169,666       80,000           10,000         10,560      
                   and General Counsel                      1995      160,500       65,000                           9,247
                                                                
                 Cathy O. Staples                           1997      141,167       50,000                           7,928
                   Vice President,                          1996      115,767       35,000            5,000          6,559
                   Human Resources                          1995      106,033       30,000                           5,659
</TABLE>
                    
          (1)  The aggregate amount of perquisites and other personal
               benefits for any named executive does not exceed $50,000 or
               10% of the total annual salary and bonus for any such named
               executive and, therefore, such items have been excluded. 
          (2)  Determined by the Compensation Committee at its first
               meeting held after the end of the fiscal year in which the
               compensation was earned.
          (3)  Options granted under the Incentive Plan. The exercise of
               one-third of the shares are permitted on the first, second,
               and third anniversaries of the grant dates. The exercise
               price for the 1996 options was $30.75 per share and the
               exercise price for the 1997 options was $35.18.  In each
               instance, the exercise price equaled the fair market value
               (as defined in the Incentive Plan) on the grant date.
          (4)  Amounts reflected consist of contributions and allocations
               under savings plans of the Company. 

                                         10<PAGE>
<PAGE> 

<TABLE>
<CAPTION>
                                        Option Grants in Last Fiscal Year

                                       Individual Grants                                 Potential
                                           Percent of                                Realizable Values
                                             Total                                     at Assumed
                           Number of        Options                                   Annual Rates
                           Securities      Granted to                                 of Stock Price
                           underlying      Employees                                Appreciation for
                            Options        in Fiscal    Exercise    Expiration         Option Term(1)
                          Granted (#)        Year     Price ($/Sh)     Date        5%($)         10%($)
            (a)             (b) (2)           (c)        (d) (3)        (e)         (f)            (g)    

<S>                          <C>               <C>         <C>       <C>           <C>           <C>
C. Baker Cunningham                                                                                      
Richard K. Reece             10,000            15          35.1875   02/28/2007    97,217        214,823
Peter J. Wickman             10,000            15          35.1875   02/28/2007    97,217        214,823
Kevin L. Bloomfield                                                          
Cathy O. Staples                                                   

</TABLE>
          
(1)  The Company elected to use "Potential Realizable Values at Assumed
     Annual Rates of Stock Price Appreciation for Option Term" (columns
     (f) and (g)). The dollar amounts under these columns are the result
     of calculations at the 5% and 10% rates set by the Securities and
     Exchange Commission and therefore are not intended to forecast
     possible future appreciation, if any, of the stock price of the
     Company. 
(2)  Grants of stock options in 1997 awarded under the Incentive Plan.
     Exercises of one-third of the shares are permitted on the first,
     second, and third anniversaries of the grant date.
(3)  The purchase price of common stock subject to an option is the fair
     market value of the common stock on the date of grant as defined in
     the Incentive Plan.

Aggregated Option Exercises In Last Fiscal Year And FY-End Option Values

<TABLE>
<CAPTION>
                                                              Number of Securities          Value of Unexercised
                                                              Underlying Unexercised            in-the-Money
                               Shares                                 Options                    Options at
                            Acquired on        Value          at December 31, 1997 (#)      December 31, 1997 ($)
                              Exercise      Realized(1)            Exercisable/                 Exercisable/
                                 (#)             ($)             Unexercisable(2)             Unexercisable(3) 
___________________         _________       ___________          _____________                _____________
 <S>                          <C>             <C>               <C>                           <C>
 C. Baker Cunningham          12,000          235,500           109,666/43,334                1,650,047/195,003
 Richard K. Reece              1,100           21,313            33,900/20,000                  559,813/45,625
 Peter J. Wickman              1,000           20,438            29,000/20,000                  459,975/45,625
 Kevin L. Bloomfield           1,000           20,000            18,333/6,667                   293,144/30,002
 Cathy O. Staples              5,500          121,971             3,166/3,334                    32,907/15,003

</TABLE>
          
(1)  Represents the difference between the option price ($14.875) and the
     fair market value of the stock on the exercise date.
(2)  Each of the executive officers has received three option grants under
     the Incentive Plan:  on October 6, 1993 at an exercise price of
     $14.87 per share, on February 28, 1994 at an exercise price of $18.31
     per share and on February 28, 1996 at an exercise price of $30.75 per
     share. Messrs. Reece and Wickman each received an additional option
     to purchase 10,000 shares on February 26, 1997 at an option price of 
     $35.1875.  For each grant, the exercise price was the fair market
     value of the common stock (as defined in the Incentive Plan) on the
     date of grant. Options become exercisable as to one-third of such
     options on each of the first three anniversaries of the date of grant
     and will expire five years after the date of grant for the 1993 and
     1994 grants and ten years after the date of grant for the 1996 and
     1997 grants.
(3)  "Value" represents the difference between the closing price of the
     common stock on the New York Stock Exchange on December 31, 1997 and
     the exercise price of such options.

                                   11<PAGE>

<PAGE>
                         Certain Change in Control Arrangements


     The Company maintains a "grantor trust" under Section 671 of the Code
to provide certain participants in designated compensation and supplemental
retirement plans with greater assurance that the benefits and payments to
which those participants are entitled under those plans will be paid. 
Prior to a "change of control" of the Company (as defined in the Trust
agreement), the Company has the discretion to make contributions to the
Trust.  After a change in control of the Company, the Company must transfer
to the Trust the amount of the benefits participants have earned through
the date of the change in control and thereafter continue to fund the Trust
as benefits accrue.  At December 31, 1997, the balance in the Trust
totalled $500.  The assets of the Trust are subject to claims of the
creditors of the Company in the event the Company becomes "insolvent" as
defined in the Trust agreement.

     The Company has severance compensation agreements with the executives
named in the Summary Compensation Table that become operative if they are
terminated following a change in control (as defined in the agreement).  In
the event of a change in control of the Company, the officer agrees to
remain in the employ of the Company for at least three years.  Each
agreement contemplates that upon a change in control, the officer will
continue to receive substantially the same compensation and benefits from
the Company (or its successor) that he received before the change.  If
during the three-year period following a change in control, the officer's
employment is terminated by the Company (or its successor) other than for
"cause" or "disability" or if the officer terminates the agreement for
"good reason" (as defined in the agreement), the officer generally will be
entitled to a payment of 2 times (2.99 times for Mr. Cunningham) his annual
compensation from the Company, accrued benefits through the date of
termination, and continued life, medical and dental benefits for two years.

     The Incentive Plan provides for the acceleration of certain benefits
in the event of a change of control (as defined in the plan) of the
Company.  Upon the occurrence of a change of control, each nonemployee
director option with respect to which six months have elapsed since the
date of grant, whether the option is then exercisable or not, will be
cancelled in consideration for a payment equal to the excess of the then
fair market value of the common stock (as calculated in accordance with the
Incentive Plan) over the option exercise price.  Except as may be provided
in the agreement relating to the options, a holder of any other options
granted under the Incentive Plan which are not then exercisable in full at
the time of a change of control will be entitled, with respect to the
portion not then exercisable, to receive a cash payment equal to the excess
of the then fair market value of the common stock (as calculated in
accordance with the Incentive Plan) over the option exercise price.  In
addition, upon a change of control, all stock appreciation rights which
have not been granted in tandem with options and which have been
outstanding for at least six months will be come exerciseable in full,
restrictions on restricted stock shall lapse and all performance shares
shall be deemed to be earned in full.

                          Pension Plans

     The executives named in the Summary Compensation Table may upon
retirement be entitled to benefits from the Salaried Employees' Retirement
Plan of Belden Wire & Cable Company (the "Belden Retirement Plan") and the
Supplemental Excess Defined Benefit Plan of Belden Wire & Cable Company
(the "Supplemental Plan"). Benefits under the plans upon retirement are 
determined based upon compensation during the employment period and years
of service.

     Pursuant to the Belden Retirement Plan, the Company credits to each
individual's account thereunder 4% of each year's total compensation up to
the Social Security wage base for the year, plus 8% of each year's total
compensation that exceeds the Social Security wage base. For this purpose,
total compensation is cash remuneration paid by the Company to or for the
benefit of a participant in the Belden Retirement Plan for services
rendered while an employee. 

     For the executives named in the Summary Compensation Table, the total
compensation will be computed as shown in the columns "Salary" and "Bonus"
of the Summary Compensation Table. Employees who were formerly employees of
Cooper were credited for service while employed by Cooper. Benefits for
service through August 1, 1993 were determined under the Cooper Salaried
Employees' Retirement Plan then in effect and converted to initial balances
under the Belden Retirement Plan. Funds equal to the actuarial value of the
accrued liabilities for all participants plus a pro rata portion of the
Cooper plan excess assets have been transferred from the Cooper pension
trust to a trust established by Belden for the Belden Retirement Plan. 

                          12<PAGE>
<PAGE>

     Employees do not make any contributions to the Belden Retirement Plan.
Benefits at retirement are payable, as the participant elects, in the form
of an escalating annuity, a level annuity with or without survivorship, or
a lump-sum payment. The Company contributes to a trust fund sufficient to
meet the minimum requirements under the Internal Revenue Code to maintain
the status of the Belden Retirement Plan as a qualified defined benefit
plan.

     The Supplemental Plan is an unfunded, nonqualified plan which provides
to certain employees, including those named in the Summary Compensation
Table, Belden Retirement Plan benefits that cannot be paid from a
qualified, defined benefit plan due to provisions of the Code.

Pension Benefits

<TABLE>
<CAPTION>
                        Years of                       Estimated
                        Credited          Year           Annual
                     Service as of      Individual     Benefit at
                   December 31, 1997  Reaches Age 65     Age 65  

<S>                        <C>            <C>           <C>
C. Baker Cunningham        27.5           2006          255,270  
Richard K. Reece            4.4           2021          148,749  
Peter J. Wickman           17.0           2014          103,316  
Kevin L. Bloomfield        16.5           2016          101,033  
Cathy O. Staples           17.8           2015           57,308  

</TABLE>

  For each individual shown in the Summary Compensation Table, the table
above shows current credited years of service, the year each attains age
65, and the projected annual pension benefit at age 65. The projected
annual pension benefit is based on the following assumptions: benefits will
be paid on a straight-life annuity basis, continued compensation at 1997
levels and an interest credit rate of 5%. Amounts payable under the
Supplemental Plan are included in the estimated annual benefit. 

                                13<PAGE>

<PAGE>
                       STOCK PRICE PERFORMANCE GRAPH

  The table [graph] below compares cumulative total shareholder return
(assuming reinvestment of dividends) since the first day the common stock
began trading with the cumulative total shareholder return of the Standard
& Poor's 500 Stock Index and the Standard & Poor's Electrical Equipment
Index starting on September 29, 1993, at closing prices.

[The line graph mentioned above was replaced with the table shown below for
Edgar filing purposes.]

<TABLE>
<CAPTION>
                      Total Return to Shareholders*

                    September 29    December 31     December 31     December 31      December 31     December 31
                      1993             1993            1994            1995             1996            1997

<S>                   <C>              <C>             <C>             <C>              <C>             <C>
Belden                100.00           130.72          156.61          183.51           263.86          252.98
S & P Electrical            
 Equipment Index      100.00           102.32          103.67          142.63           175.38          233.88
S & P 500 Index       100.00           107.49          108.75          152.6            209.58          295.36

</TABLE>

* The Company did not pay any dividend in 1993

        RELATIONSHIP WITH INDEPENDENT AUDITORS

  During the year ended December 31, 1997, the Company employed Ernst &
Young LLP principally to perform the annual audit and to render other
services. Mr. Reece was a partner with Ernst & Young LLP prior to his
joining the Company in August 1993.

  Representatives of Ernst & Young LLP will be present at the Annual
Meeting and will be available to answer questions and discuss matters
pertaining to the Report of Independent Auditors contained in the 1997
Annual Report to Shareholders which is being mailed with this Proxy
Statement to all  shareholders. Representatives of Ernst & Young LLP will
have the opportunity to make a statement, if they desire to do so.


                    OTHER MATTERS

  At the date of this Proxy Statement, management is not aware of any
matters to be presented for action at this meeting other than those
described above. However, if other matters should come before this meeting,
it is the intention of the persons named as proxies in the accompanying
proxy to vote in accordance with their judgment on such matters.

  Mr. Riedel, a director, is of counsel to the law firm, Squire, Sanders &
Dempsey;  the firm represents the Company in certain legal matters.

                               14<PAGE>
<PAGE>

Shareholder Proposals

  Shareholders' proposals intended to be presented at the 1999 Annual
Meeting that are eligible for inclusion in the Company's Proxy Statement
and the form of proxy for the meeting under applicable rules of the
Securities and Exchange Commission must be received by the Company at its
principal executive offices (Attention: Secretary) by November 25, 1998.
 
  Such proposals may be made only by persons who are shareholders,
beneficially or of record, on the date the proposal is submitted and who
continue in such capacity through the meeting date, of at least 1% or
$1,000 in market value of securities entitled to be voted at the meeting,
and have held such securities for at least one year. 

  In addition to the above requirements, the Company's Bylaws provide that
for business to be properly brought before an annual meeting by a
shareholder, the shareholder must have given notice thereof in writing to
the Secretary of the Company either by personal delivery or by United
States registered or certified mail, postage prepaid, not less than 60 nor
more than 90 days prior to the date of such meeting. Such shareholder's
notice to the Secretary shall set forth as to each matter the shareholder
proposes to bring before the annual meeting (i) a brief description of the
business desired to be brought before the meeting, including the complete
text of any resolutions to be presented at the meeting, with respect to
such business, and the reasons for conducting such business at the meeting,
(ii) the name and address of record of the shareholder proposing such
business, (iii) the class and number of shares of capital stock of the
Company that are beneficially owned by the shareholder and (iv) any
material interest of the shareholder in such business. If  a shareholder
attempts to bring business before an annual meeting without complying with
this procedure, the chairman of the meeting may declare to the meeting that
the business was not properly brought before the meeting and, if he shall
so declare, such business shall not be transacted. Shareholders also must
comply with all applicable requirements of the Securities Exchange Act of
1934, as amended (the "Act") and the rules and regulations under the Act
with respect to such matters. 

Shareholder Nominees

  The Company's Bylaws provide that, subject to certain limitations
discussed below, any shareholder entitled to vote in the election of
directors generally may nominate one or more persons for election as
directors at the meeting. The shareholder must provide written notice of
his intent to make such nomination or nominations, either by personal
delivery or by United States registered or certified mail, postage prepaid,
to the Secretary of the Company not less than sixty nor more than ninety
days prior to a meeting of the shareholders called for the election of
directors; provided, however, that in the event that less than seventy
days' notice of the date of the meeting is given to shareholders, such
written notice shall be delivered or mailed, as prescribed, not later than
the close of business on the tenth day following the day on which notice of
the date of the meeting was mailed to shareholders or public disclosure of
the date of the meeting was made, whichever occurs first. 

  Each notice shall set forth (i) the name and address of the shareholder
who intends to make the nomination and of the person or persons to be
nominated, (ii) a representation that the shareholder is a holder of record
of shares of capital stock of the Company entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice, (iii) a description of all
arrangements, understandings or relationships between the shareholder and
each nominee and any other person or persons (naming such person or
persons) pursuant to which the nomination or nominations are to be made by
the shareholder and (iv) such other information regarding each nominee
proposed by such shareholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission had the nominee been nominated, or intended to be nominated, by
the Board of Directors, and shall include a consent signed by each such
nominee to serve as a director of the Company if so elected. The chairman
of the meeting may refuse to acknowledge the nomination of any person not
made in compliance with these procedures.

                            15<PAGE>
<PAGE>

Solicitation of Proxies

  Proxies may be solicited by the directors, officers and employees of the
Company without additional compensation, by personal interview, telephone,
facsimile, mail or messenger. The Company will reimburse the reasonable
out-of-pocket expenses incurred by brokerage firms and other custodians,
nominees and fiduciaries who hold common stock of record for the forwarding
of solicitation materials to the beneficial owners of the common stock. In
addition, Georgeson & Company, Inc. has been engaged to solicit proxies at
a fee of $5,500 plus out-of-pocket expenses. The Company will bear such
solicitation expenses.




  A copy of the 1997 Annual Report on Form 10-K for the year ended
December 1997, filed with the Securities and Exchange Commission, is
available upon request.  Please write to:  

                     Belden Inc.
                     Attention:  Investor Relations
                     7701 Forsyth Boulevard, Suite 800
                     St. Louis, Missouri 63105
                     
                     
                     
                     
                     

                               16<PAGE>
<PAGE>

                                    PROXY

                                 BELDEN INC.
                  PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
                                 MAY 7, 1998 
                SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

  The undersigned stockholder of Belden Inc. appoints C. Baker Cunningham
and Kevin Bloomfield, or either of them, proxies of the undersigned with
power of substitution to vote, as designated on the reverse side of this
card, all shares which the undersigned would be entitled to vote at the
Annual Meeting of Stockholders to be held on May 7, 1998, at 11:00 a.m., Win
the Lewis & Clark Room, the St. Louis Club, 7701 Forsyth Blvd.,St. Louis,
Missouri, or at any adjournment thereof, with all powers the stockholder
would possess if present, on the matters described in the Proxy Statement
dated March 26, 1998.  The stockholder revokes any proxies previously given
with respect to such meeting.
  THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE, BUT IF NO
SPECIFICATION IS MADE, IT WILL BE VOTED FOR THE NOMINEES FOR DIRECTORS
(ALAN E. RIEDEL, LORNE D. BAIN, AND BERNARD G. RETHORE) AND IN THE
DISCRETION OF THE PROXIES ON THE OTHER MATTERS AS MAY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF.
  Receipt is hereby acknowledged of the Notice of Annual Meeting of
Stockholders and Proxy Statement, each dated March 26, 1998, and the Annual
Report of Belden Inc. for the fiscal year ended December 31, 1997.  
   This card also constitutes voting instructions for any shares held for
the stockholder in the Belden Wire & Cable Retirement Savings Plan.

                                SEE REVERSE SIDE <PAGE>
 
<PAGE>

[X]   Please mark your votes as in this example.

 The Board of Directors recommends a vote FOR the nominees listed. 

 1.  Election of Directors 

 Nominees:

 Alan E. Riedel            FOR       WITHHELD           [number of shares]
 Lorne D. Bain                                           
 Bernard G. Rethore       [   ]      [     ]            __________________
       
                                                                     
 To withhold your vote for any nominee(s), write the name here:      
 ______________________________________________


 I plan to attend the meeting.         Yes           No
                                    [         ]  [         ]


         Please sign exactly as name appears hereon.  Joint owners
         should each sign.  When signing as attorney, executor,
         administrator, trustee or guardian, please give full
         title as such.





SIGNATURE__________________SIGNATURE______________________DATE___________,1998





            TO PARTICIPANTS IN THE BELDEN WIRE & CABLE COMPANY
                          RETIREMENT SAVINGS PLAN
       
  Enclosed with this proxy are a Proxy Statement and the 1997 Belden Inc.
Annual Report.  This proxy card includes the number of shares credited to
your account by Bankers Trust Company, as trustee for the Belden Wire &
Cable Company Retirement Savings Plan ("Plan")).  When your proxy card is
returned properly signed, it will serve as direction to the trustee to vote
the shares held in the Plan for your account in accordance with your
directions.  Please complete your proxy card and mail it in the enclosed
envelope.
  
  Your properly signed proxy card also will serve as direction to the
trustee to vote the uninstructed shares credited to other participants'
accounts in the same proportion as those who vote.  If you return a proxy
card properly signed, but do not indicate your voting preferences, the
shares represented by your proxy card will be vote FOR the proposal.
  
  If you do not return your proxy card, or if you fail to return a proxy
card properly signed, the trustee will vote your shares of Belden Common
Stock pursuant to instructions received from other participants.  The
subject o the proposal to be voted on is shown on the proxy card and more
fully explained in the Proxy Statement.  The Board of Directors recommends
that you instruct the trustee to vote FOR the proposal.<PAGE>