<PAGE> 


Belden Inc.
Selected Historical Financial Data

<TABLE>
<CAPTION>
                                                                                           (3)
                                   1996           1995         1994        1993        1992           
                                   (in thousands, except per share amounts and number of employees)

<S>                              <C>           <C>          <C>         <C>          <C>           <C>
Income statement data:
Revenues                         $  667,425    $  608,608   $  439,699  $  383,697   $ 366,242     
Operating earnings                   94,417        79,602       65,318      56,683      50,215 (4)     
Income before cumulative
  effect of changes in 
  accounting principles(3)           55,234        46,227       38,126      32,749      28,820 (4)     
Net income                           55,234        46,227       38,126      32,749      19,048 (4)     
Net income per 
  common share                         2.11          1.76         1.46            (1)              (1)         


Balance sheet data:(2)
Total assets                       $371,645    $  332,787   $  203,809  $  196,639   $  192,131    
Long-term debt                       71,630        81,458       37,277      68,000       78,369       
Other long-term obligations          37,573        36,181       27,224      27,620       27,892        
Stockholders' equity                179,707       131,902       93,601      60,464       45,212        

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


(1)      Net income per common 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.

(2)      Prior to the consummation of the Public Offering on October 6, 1993, substantially all of the excess cash generated by
         Belden's operations was regularly remitted to Cooper's centralized cash management program.

(3)      Effective January 1, 1992, Belden elected early adoption of SFAS No. 106 (Employers' Accounting for Postretirement
         Benefits Other Than Pensions), SFAS No. 109 (Accounting for Income Taxes) and SFAS No. 112 (Employers' Accounting for
         Postemployment Benefits).

(4)      Includes a nonrecurring charge of $5,200 ($3,172 net of tax) for the closing of a manufacturing facility and nonrecurring
         income of $3,419 ($2,086 net of tax) for the reversal of vacation accrual due to a change in the Company's policy.




















                                                               25<PAGE>
<PAGE> 


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

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  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.

                                               % Increase
                             % of Total     in 1996 Revenues
                            1996 Revenues  Compared with 1995
Computer                         33%                4%
Audio/video                      27                16
Industrial                       17                25
Electrical                       23                 1

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
networking of computers, workstations and servers, which resulted in
increased 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 meet competitive
demands.  Sales of the Company's computer interconnection products, which
link computers to discrete peripheral devices and mainframes to terminals,
were down slightly in 1996, primarily due to competitive price reductions. 
The acquisition of Intech is expected to favorably impact computer market
revenues in 1997.  However, because the acquisition occurred in December,
the revenue impact in 1996 was minimal.

The revenue growth in the audio/video market was primarily due to
additional revenues from Pope and increased sales of the Company's cable
television (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. In the United States,
CATV providers have delayed spending due to uncertainties regarding
telecommunication network architecture and the effect of the
telecommunications legislation enacted in early 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 is converted from analog to digital. Demand for
broadcast cables was also bolstered in 1996 by special events such as the
Atlanta Olympic Games and the U.S. presidential elections.

Four bar graphs 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 1996, 1995, and 1994.  Data from
these graphs are shown below:

</TABLE>
<TABLE>
<CAPTION>
                                                   1996             1995            1994

<S>                                                <C>               <C>             <C>
Computer                                            4 %              21 %            10 %
Audio/Video                                        16                61              22
Industrial                                         25                28              12
Electrical                                          1                54              18
</TABLE>
                                     26 <PAGE>
 

<PAGE>
Continued capital investment by manufacturers and increased market
penetration by the Company primarily caused the growth in industrial market
revenues. Factory automation and product "reengineering" 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 more focused sales and marketing effort. The acquisition of
Intech is expected to favorably impact the Company's industrial market
revenues in 1997.   

Including the revenues of Pope and AEC for a full year accounted for all of
the growth in electrical market revenues in 1996. Excluding the impact of
these 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 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
declines. The Company currently  expects a continued decline in electrical
market revenues in 1997 due primarily to the conversion of manufacturing
capacity in Canada away from electrical products.

Average prices for the Company's products were down in 1996 compared with
1995. This decline was primarily attributable to the decrease 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 impact of foreign currency exchange
rates. All of these factors are expected to  continue to affect average
selling prices in 1997.

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 reason for this increase in European
revenues.  Canadian revenues decreased 11% from 1995, with translation
having a minimal impact on revenues. This decrease was the result of the
weak Canadian economy and the Company's 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.

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>
Four bar charts depicting revenue (in millions) in the  United States,
Canada, Europe, and Export sales are represented for the years 1996, 1995,
and 1994.  Data from these graphs are shown below:
<TABLE>
<CAPTION>
                                                                                                               
                                                   1996             1995            1994

<S>                                              <C>              <C>              <C>
United States                                    $ 424.6          $ 397.8          $ 330.9
Canada                                              40.9             45.8             40.0
Europe                                             124.5            107.4             36.8
Export                                              77.5             57.6             32.0

</TABLE>
                                                               27 <PAGE>
 

<PAGE>
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 the additional selling, general
and administrative costs associated with the acquired operations and a $0.5
million charge relating to the shutdown of the Apple Creek, Ohio facility. 
There will be approximately $0.6 million of additional costs incurred in
the first half of 1997 as the Company transfers production to other
facilities. 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 growth in operating earnings
and a reduction of interest expense in 1996 by $0.4 million, or 11%.
Interest expense declined during 1996 as lower interest rates more than
offset the impact of increased debt levels associated with the Company's
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.

Results of Operations 1995 Compared With 1994

Revenues
Belden's revenues for the year ended December 31, 1995 were $608.6 million
compared with $439.7 million in 1994, an increase of 38%. The following
table shows the components of the 38% increase in the Company's 1995
revenues in each of Belden's four served markets.

                                               % Increase
                             % of Total     in 1995 Revenues
                            1995 Revenues  Compared with 1994
Computer                         34%               21%
Audio/video                      25                61
Industrial                       16                28
Electrical                       25                54

The Company acquired AEC on March 23, 1995, and Pope on April 3, 1995. AEC
and Pope added $103.7 million to 1995 revenues.

Three bar charts depicting gross profit margin, operating earnings margain,
and net income margin as a percent of revenues are represented for the
years 1996, 1995, and 1994.  Data from these graphs are shown below:
    
<TABLE>
<CAPTION>
                                                   1996             1995            1994

<S>                                                <C>              <C>             <C>
Gross Profit Margin                                25.2 %           25.0 %          27.5 %
Operating Earnings Margin                          14.1             13.1            14.9
Net Income Margin                                   8.3              7.6             8.7

</TABLE>

                                                               28 <PAGE>
 

<PAGE>
The acquisition of Pope and an increase in demand for the Company's
products generated the increase in computer market revenues. Excluding the
acquisition, revenues in this market increased 10% compared with 1994.
Growth in the networking of computers, workstations and servers, which
resulted in increased sales of the Company's high-performance twisted pair
products, was the primary cause of this increase. During 1995, an
industry-wide shortage of Teflon FEP, a raw material used in certain
computer networking cables, constrained growth in the computer market. The
Company took actions to reduce the effects of the shortage through
manufacturing design changes, which resulted in using less Teflon  FEP per
foot of cable.

A large portion of the growth in audio/video market revenues in 1995
resulted from the addition of revenues from Pope. Excluding the effect of
the Pope acquisition, revenue growth was 22% during 1995 in this market.
Increased demand for the Company's CATV coaxial cable and other broadcast
products generated this growth. The rate of growth in U.S. CATV revenues
slowed during the second half of the 1995 because of uncertainties
regarding telecommunication network architectures and the
telecommunications legislation, that was enacted in early 1996. This
slowdown was partially offset by international CATV growth as the Company
realized the benefits of deploying additional sales personnel throughout
the world.

Continued strong capital investment by manufacturers, market penetration by
the Company, including the expansion of industrial distribution
representation, and the acquisition of Pope, resulted in revenue growth for
the Company's industrial products. Excluding the Pope acquisition,
industrial revenues increased 25%.

The acquisitions of Pope and AEC accounted for most of the growth in
electrical market revenues in 1995. Excluding these acquisitions, revenues
increased 9% for the year in this market. Increased demand for the
Company's electrical cords used on power tools, appliances and other
electrical equipment, and price increases (primarily in Canada) to recover
higher costs of copper were the major reasons for this increase.

Increased prices during 1995 designed to recover the higher costs of
copper, Teflon  FEP and other raw materials were generally offset by
competitive price reductions taken on certain products in the computer
interconnect and the industrial signal and control markets. As a result,
average prices for 1995 were only slightly higher than average prices in
1994.

Domestic revenues, which represented approximately 72% of 1995 total
revenues, increased 22% from 1994. Included in domestic revenues were
export sales (primarily to the Pacific Rim and Latin America) of $43
million, which represented an increase of 35% from 1994. European and
Canadian customer revenues increased 231% and 14%, respectively. Excluding
the impact of foreign currency translation, European and Canadian revenues
increased 239% and 15%, respectively. The acquisition of Pope was the
primary cause of revenue growth in Europe. Excluding the acquisition,
European revenues increased 1%, but decreased 10% in local currencies. The
decrease in local currency revenues was primarily due to a drop in demand
for a European-sourced computer cable assembly. European and Canadian 1995
revenues represented 20% and 8% of total 1995 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 1996, 1995, and 1994.  Data from these graphs are shown
below:
<TABLE>
<CAPTION>
                                                   1996             1995            1994

<S>                                                <C>              <C>             <C>
Gross Profit                                       10.7 %           25.7 %          16.1 %
Operating Earnings                                 18.6             21.9            19.3
Net Income                                         19.5             21.2            20.9

</TABLE>
                                                               29 <PAGE>
 
<PAGE>
Costs, Expenses and Earnings

The following table sets forth information comparing the 1995 components of
earnings with 1994.

<TABLE>
<CAPTION>
                                                                                      % Increase
                                                                                    1995 Compared
                                                       1995             1994           with 1994
                                                            (in thousands, except % data)
<S>                                                  <C>              <C>                 <C>
Gross profit                                         $152,096         $120,965            25.7%
      As a percent of revenues                          25.0%            27.5%
Operating earnings                                    $79,602          $65,318            21.9%
      As a percent of revenues                          13.1%            14.9%
Income before income taxes                            $75,667          $62,743            20.6%
      As a percent of revenues                          12.4%            14.3%
Net income                                            $46,227          $38,126            21.2%
      As a percent of revenues                           7.6%             8.7%
</TABLE>
Higher revenues generated the increase in gross profit. Gross profit as a
percent of revenues declined from 1994 due to the inclusion of the less
profitable Pope and AEC operations and from increases in copper, Teflon 
FEP and other raw material costs. The average monthly cost of copper, the
Company's largest raw material component, increased 26% from 1994. A slight
increase in average prices and the Company's ability to leverage fixed
production costs over higher revenues partially tempered this decline in
gross profit as a percent of revenues.

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 due primarily to the Pope and AEC acquisitions.
Operating earnings as a percent of revenues for the year decreased from
1994 as a result of the decline in gross profit as a percent of revenues.
This decrease was partially offset by revenue growth at a greater rate than
the rate of increases in selling, general and administrative costs,
excluding the effect of acquisitions.

Income before income taxes increased due to the increase in operating
earnings. Higher interest costs associated with higher interest rates and
debt levels adversely affected this increase in operating earnings. Debt
levels in 1995 increased as a result of the Company's acquisitions of Pope
and AEC and the purchase by the Company of 275,000 shares of its common
stock. These shares were later reissued under the Company's Employee Stock
Purchase Plan. Average debt outstanding during 1995 and 1994 was $75
million and $58 million, respectively. The Company's average daily interest
rate was 5.7% in 1995 compared with 4.9% in 1994.

The Company's effective tax rate decreased from 39.2% in 1994 to 38.9% in
1995.

A bar chart depicting revenues per employee (in thousands) is represented
for the years 1996, 1995, and 1994.  Data from this graph is shown below:
<TABLE>
<CAPTION>
                                                   1996             1995            1994
<S>                                                <C>              <C>             <C>        
Revenues Per Employee (in thousands)               $ 159            $ 160           $ 157

</TABLE>


                                                               30 <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, 1996,
the Company had $157 million available under the Credit Agreement. In
addition, the Company has unsecured, uncommitted arrangements with three
banks under which it may borrow up to $65 million at prevailing interest
rates. At December 31, 1996, the Company had $36 million available under
these uncommitted arrangements. The Company expects that cash provided by
operations and borrowings available 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 1996, the Company reduced debt by $7 million, in spite of additional
borrowings to finance the acquisition of Intech and to purchase 100,000
shares of common stock. As a result, the Company's debt to total
capitalization ratio improved from 38.2% at December 31, 1995 to 28.5% at
the end of 1996. Subsequent to the end of 1996, the Company purchased
substantially all of the assets of the Alpha Wire Division (Alpha) of Alpha
Wire Corporation for approximately $70 million. The Company financed the
acquisition utilizing funds available under the Credit Agreement.

Working Capital
During 1996, operating working capital (defined as receivables and
inventories less payables and accrued liabilities, excluding the effect of
exchange rate changes) 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 acquisition restructuring projects.

During 1995, operating working capital  increased $19 million. This
increase resulted from planned increases in inventories to support the
Company's current and future growth and increases in receivables associated
with higher revenues. These increases in working capital components were
partially offset by increases in income taxes payable due to timing of
estimated tax payments and in accounts payable and accrued liabilities to
support the higher revenues.

Capital Expenditures and Commitments
Capital expenditures currently planned for 1997, as well as actual
expenditures for 1996 and 1995 are as follows:

                                 1997       1996      1995
                                 Plan      Actual    Actual
                                       (in millions)
Modernization and enhancement   $ 11     $   6     $   6
Capacity expansion                 5        10        12
Other                             11        10         4
                                ----     -----     ----- 
                                $ 27     $  26     $  22

Three bar charts depicting leverage (debt to total capitalization), cash
flow from operations (in millions), and capital expenditures ( in millions)
are represented for the years 1996, 1995, and 1994.  Data from these graphs
are shown below:

<TABLE>
<CAPTION>
                                     
                                                   1996             1995            1994

<S>                                                <C>              <C>             <C> 
Leverage (Debt to Total Capitalization)            28.5 %           38.2 %          28.5 %

</TABLE>
____________________________________________________________________________
<TABLE>
<CAPTION>
                                                   1996             1995            1994

<S>                                                <C>              <C>             <C>
Cash Flow From Operations (in millions)            $ 58.2           $ 42.8          $ 48.5

</TABLE>
_______________________________________________________________________________
<TABLE>
<CAPTION>

Capital Expenditures (in millions) 
                                                   1996             1995            1994

<S>                                                <C>              <C>             <C>
Modernization & Enhancement                        $  6             $  6            $  7
Capacity Expansion                                   10               12               3
Other                                                10                4               3
                                                   ______           _____           _____
Capital Expenditures                               $ 26             $ 22            $ 13

</TABLE>
                                     31 <PAGE>
 

<PAGE>
Capital spending planned for 1997 is primarily for the implementation of an
integrated business information system and the modernization and
enhancement of existing equipment to achieve planned cost reductions.
Spending in 1996 and 1995 was primarily for machinery and equipment to
increase the production capacity of CATV coaxial cable and twisted pair
wire.

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. In 1990, in connection with the
shutdown of its manufacturing facility in Shrewsbury, Massachusetts, the
Company recorded an environmental accrual totaling $1.6 million. The
amounts expensed in 1996, 1995 and 1994 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.. 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, financial condition,
or cash flows.

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 pressures, the ability to achieve
reductions in costs and to continue to integrate acquisitions, price
fluctuations of materials and the potential unavailability thereof, foreign
currency fluctuations, technological obsolescence, and other specific
factors discussed in the Company's Form 10-K and other Securities and
Exchange Commission filings.  This information contained in this Annual
Report represents the Company's best judgment at the date of this report
based on information to reflect developments or information obtained after
the date of this report and disclaims any legal obligation to do so.











                                     32 <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, 1996 and 1995, and the related consolidated statements
of  income, stockholders' equity and cash flows for each of the three years
in  the  period ended December 31, 1996. 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  audits  in  accordance with generally accepted auditing
standards.  Those  standards  require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of  material  misstatement.  An  audit includes examining, on a test basis,
e v i dence  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, 1996 and 1995, and the consolidated results of their
operations  and  their cash flows for each of the three years in the period
ended  December  31, 1996, in conformity with generally accepted accounting
principles.



/s/ Ernst & Young
St. Louis, Missouri
January 21, 1997



























                                     33<PAGE>
<PAGE> 


BELDEN INC.
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                         December 31,
                                                                     1996              1995
                                                    (in thousands, except par value and number of shares)
                        ASSETS
Current assets:
   <S>                                                            <C>             <C>     
   Cash and cash equivalents                                      $    1,795      $       750
   Receivables, less allowance for doubtful accounts
      of $513 at 1996 and $847 at 1995                               106,514           93,931
   Inventories                                                        73,785           67,961
   Deferred income taxes                                               6,287            6,906
   Other                                                               2,552            3,616

      Total current assets                                           190,933          173,164
Property, plant and equipment, less accumulated
   depreciation                                                      151,934          143,648
Intangibles, less accumulated amortization                             28,712           15,862
Other assets                                                               66              113
                                                                    $371,645         $332,787

          LIABILITIES AND STOCKHOLDERS  EQUITY
Current liabilities:
   Accounts payable and accrued liabilities                           78,086        $  78,847
   Income taxes payable                                                4,649            4,399
      Total current liabilities                                       82,735           83,246
Long-term debt                                                         71,630           81,458
Postretirement benefits other than pensions                            17,430           18,555
Deferred income taxes                                                  10,592            8,014
Other long-term liabilities                                             9,551            9,612
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 26,137,882 and 26,114,978 shares outstanding
      at 1996 and 1995, respectively                                     261              261
   Additional paid-in capital                                         51,443           51,034
   Retained earnings                                                 133,739           83,717
   Translation component                                              (4,460)          (3,110)

   Treasury stock, at cost 52,592 shares at 1996                      (1,276)               -
      Total stockholders  equity                                     179,707          131,902
                                                                    $371,645         $332,787
</TABLE>
See accompanying notes.

1996 Belden Inc. Annual Report               34 <PAGE>
 

<PAGE>

BELDEN INC.
CONSOLIDATED INCOME STATEMENTS

<TABLE>
<CAPTION>
                                                                Years Ended December 31,
                                                             1996         1995           1994
                                                       (in thousands, except per share amounts)

<S>                                                       <C>            <C>            <C>
Revenues                                                  $667,425       $608,608       $439,699
Cost of sales                                              499,046        456,512        318,734

   Gross profit                                            168,379        152,096        120,965
Selling, general and administrative expenses                73,962         72,494         55,647
   Operating earnings                                       94,417         79,602         65,318
Interest expense                                             3,497          3,935          2,575
   Income before income taxes                               90,920         75,667         62,743
Income taxes                                                35,686         29,440         24,617

      Net income                                         $  55,234      $  46,227      $  38,126

      Net income per common share                      $      2.11    $      1.76    $      1.46

See accompanying notes.

</TABLE>


































1996 Belden Inc. Annual Report                35 <PAGE>
 

<PAGE>

BELDEN INC.
CONSOLIDATED CASH FLOW STATEMENTS

<TABLE>
<CAPTION>
                                                                  Years Ended December 31,
                                                              1996          1995         1994
                                                                       (in thousands)
Cash flows from operating activities:
   <S>                                                         <C>        <C>            <C>
   Net income                                                  $55,234    $  46,227      $38,126
   Adjustments to reconcile net income to net cash
     provided by operating activities:
     Depreciation                                               16,121       14,246       10,337
     Amortization                                                1,465        1,687        1,637
     Deferred income taxes                                       3,197       (1,428)        (590)
     Changes in operating assets and liabilities (*):
       Receivables                                              (9,155)     (14,864)      (8,770)
       Inventories                                              (1,597)     (11,317)       5,066
       Accounts payable and accrued liabilities                 (8,978)       2,910        8,838
       Income taxes payable                                        433        3,908       (5,380)
       Other assets and liabilities, net                         1,492        1,477         (723)

          Net cash provided by operating activities              58,212       42,846       48,541
Cash flows from investing activities:
   Capital expenditures                                        (26,100)     (21,796)     (13,346)
   Cash used to acquire businesses                             (18,050)     (59,789)           -
   Proceeds from sales of property, plant and equipment            209          167        1,530
          Net cash used for investing activities                (43,941)     (81,418)     (11,816)
Cash flows from financing activities:
   Net borrowings (payments) under long-term 
     credit facility and credit agreements                      (7,101)      45,846      (30,723)
   Purchase of treasury stock                                   (2,425)      (7,150)           -
   Exercise of stock options                                     1,558          533           53
   Cash dividends paid                                          (5,212)      (5,215)      (3,909)
       Net cash provided by (used for) financing 
          activities                                            (13,180)      34,014      (34,579)
Effect of exchange rate changes on cash and 

   cash equivalents                                                (46)         608          148
Increase (decrease) in cash and cash equivalents                 1,045       (3,950)       2,294
Cash and cash equivalents, beginning of year                       750        4,700        2,406
Cash and cash equivalents, end of year                        $  1,795    $     750     $  4,700


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

See accompanying notes.

</TABLE>











1996 Belden Inc. Annual Report                36 <PAGE>
 

<PAGE>

BELDEN INC.
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, 1993    26,012   $260     $53,025    $9,792      $(2,613)       -         -    $60,464
Translation adjustment                                                      (882)                         (882)
Issuance of common stock for:
  Retirement Savings Plan           57      1       1,052                                                1,053
  Stock options                      4      -          53                                                   53
Cash dividends ($.20 per share)                              (5,213)                                    (5,213)
Net income                                                   38,126                                     38,126

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

</TABLE>



























1996 Belden Inc. Annual Report               37 <PAGE>
<PAGE> 


Notes to Consolidated Financial Statements

Note 1:  Description of Business

Incorporated 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. An additional 2.5
million shares of common stock, which was originally retained by Cooper,
have all been sold to the public as of December 31, 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, 72% of inventories in 1996 and 67% in 1995 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 straight-line 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

Intangibles consist primarily of goodwill related to businesses acquired,
which are being amortized over 40 years using the straight-line method.  On
a periodic basis, the Company estimates the future undiscounted cash flows
of the businesses to which goodwill relates in order to ensure that the
carrying value of goodwill has not been impaired.  Other intangibles, which
are recorded at cost, are being amortized over their estimated useful lives
using the straight-line 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 stand-alone businesses filing separate tax returns. 





                                     38 <PAGE>
 


Research and Development

Research and development expenditures are charged to expense as incurred.
Expenditures for research and development sponsored by the Company were
$8,656,000, $8,070,000 and $5,791,000 for 1996, 1995, and 1994,
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.

Earnings per Share

Earnings per share is computed by dividing net income by the weighted
average number of common shares and, where dilutive, common equivalent
shares outstanding. Shares used in the computation totaled 26,236,000, 
26,247,000, and 26,127,000 in 1996, 1995, and 1994, respectively. 

Futures Contracts

The Company enters into futures contracts to hedge raw material purchases,
principally copper, with the objective of managing gross margin risk due to
market fluctuations. Any gains or losses resulting from changes in the
price of the futures contracts are included as part of the inventory cost
when realized.

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 when remitted, can
be used to reduce the foreign currency borrowings.






                                     39 <PAGE>
 
<PAGE>

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: Acquisitions

During 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
acquisitions are included in the Company's consolidated results since their
respective acquisition dates.

          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. (Philips). 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 markets electrical cords for a variety of
          markets.

Note 4: Subsequent Event

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 $70 million. The Company financed the acquisition utilizing
its funds available under its existing Credit Agreement. Alpha designs, and
markets specialty wire and cable for a variety of markets, including the
computer interconnect, industrial and electrical markets.  Alpha, located
in Elizabeth, New Jersey, had revenues in 1996 of approximately $51
million. The acquisition will be accounted for under the purchase method of
accounting. Accordingly, the purchase price will be allocated to the net
assets acquired based on their estimated fair market value. On a
preliminary basis, the Company expects to record approximately $43 million
of goodwill with respect to the Alpha acquisition that will be amortized
over 40 years using the straight-line method. Alpha's operating results
will be included in the Company's consolidated operating results beginning
January 9, 1997.

                                     40 <PAGE>
 
<PAGE>
<TABLE>
<CAPTION>
Note 5: Inventories

                                                                               December 31,
                                                                       1996                      1995
                                                                              (in thousands)
<S>                                                                 <C>                     <C> 
Raw materials                                                       $  18,075               $   17,449
Work-in-process                                                        17,599                   19,374
Finished goods                                                         49,029                   46,236
Perishable tooling and supplies                                         3,965                    3,512

                                                                       88,668                   86,571
Excess of current standard 
   costs over LIFO costs                                              (12,700)                 (16,775)
Other                                                                  (2,183)                  (1,835)
                                                                   $   73,785               $   67,961
</TABLE>

<TABLE>
<CAPTION>
Note 6: Property, Plant and Equipment and Intangibles


                                                                               December 31,
                                                                      1996                       1995
                                                                              (in thousands)
<S>                                                              <C>                       <C>
Property, plant and equipment:
   Land and land improvements                                    $     10,045              $    10,402
   Buildings                                                           58,710                   57,672
   Machinery and equipment                                            206,264                  187,139
   Construction in process                                              9,898                    8,402
                                                                      284,917                  263,615

   Accumulated depreciation                                          (132,983)                (119,967)
                                                                 $    151,934              $   143,648

Intangibles:
   Goodwill                                                      $     31,206              $    16,460
   Other                                                                8,708                    8,853
                                                                       39,914                   25,313
   Accumulated amortization                                           (11,202)                  (9,451)

                                                                 $     28,712              $    15,862
</TABLE>

<TABLE>
<CAPTION>
Note 7:  Accounts Payable and Accrued Liabilities

                                                                              December 31,
                                                                      1996                      1995

                                                                             (in thousands)
<S>                                                                <C>                      <C>
Trade accounts                                                     $  47,344                $  43,743
Payroll and related taxes                                               7,415                   12,150
Employee stock purchase plan and 
   employee benefit accruals                                            5,370                    6,269
Acquisitions restructuring costs                                        3,860                    7,406
Payable for acquired businesses                                         5,095                        -
Other (individual items less than 
   5% of total current liabilities)                                     9,002                    9,279
                                                                   $   78,086               $  78,847

</TABLE>

                                     41 <PAGE>
 
<PAGE>

Note 8: Long-term Debt and Other Borrowing Arrangements

Long-term debt includes $42,542,000 and $50,548,000 at December 31, 1996
and 1995, respectively, of loans outstanding under the variable-rate bank
revolving credit agreement (Credit Agreement). The 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 effective
interest rate was 5.73% at December 31, 1996. The Credit Agreement requires
the Company to comply with certain financial covenants, including
maintenance of minimum stockholders' equity, a maximum leverage ratio and
limitations on the sale or encumbrance of assets. In addition, as of
December 31, 1996 and 1995, the Company had borrowings of $29,088,000 and
$30,910,000, respectively, related to unsecured, uncommitted arrangements
with three banks under which it may borrow up to $65,000,000 at prevailing
interest rates. The effective interest rate was 3.25% at December 31, 1996.
At December 31, 1996 and 1995, 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.

Total interest paid during 1996, 1995 and 1994 was $3,550,000, $4,046,000
and $2,667,000, respectively.


Note 9:  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. Successor-defined benefit plans for the Dutch employees
were established in 1995 in conjunction with the Pope acquisition. Pension
obligations and related assets were transferred from plans previously
maintained by Philips to these successor plans. 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. For the years ended December 31, 1994, the Company satisfied
$1,053,000 of its matching obligation by issuing common stock.









                                     42 <PAGE>
 
<PAGE>

Retirement plan expense for the year ended December 31, 1996, 1995 and 1994
is summarized in the following table. 

<TABLE>
<CAPTION>
                                                                     Years Ended December 31,
                                                               1996            1995              1994
                                                                          (in thousands)

<S>                                                      <C>              <C>              <C>
Defined benefit plans:
   Service costs (benefits earned 
      during the year)                                   $     3,404      $     2,666      $     1,536
   Interest cost on projected benefit obligation               5,134            4,645            2,761
   Actual gain on plan assets                                 (9,127)          (8,368)          (1,066)
   Net amortization and deferral                               3,671            3,291           (2,709)

Defined benefit plan expense                                   3,082            2,234              522
Defined contribution plan expense                              5,749            5,347            4,627
                                                         $     8,831      $     7,581      $     5,149
</TABLE>

The actuarial present value of benefit obligations and the funded status of
the Company's defined benefit pension plans as of December 31, 1996 and
1995 follow:

<TABLE>
<CAPTION>
                                                                       December 31,
                                                            1996                            1995
                                                 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)
<S>                                              <C>            <C>            <C>            <C>                
Actuarial present value of:
   Vested benefit obligation                     $   (58,939)   $    (196)     $   (57,151)   $      (62)

   Accumulated benefit obligation                $   (59,745)   $  (3,595)     $   (58,820)   $   (2,498)
   Projected benefit obligation                  $   (76,919)   $  (5,664)     $   (74,385)   $   (4,468)
Assets at fair value                                  74,734           -            70,426            --

Projected benefit obligation 
   in excess of plan assets                           (2,185)     (5,664)           (3,959)       (4,468)
   Items not yet recognized in earnings:
   Unrecognized net (gain)/loss                         (312)        727            (1,277)          (75)
   Unamortized transition asset                         (676)          -              (902)           --
   Unrecognized prior service cost                        15         (36)               17           (38)
Pension liability at end of year                 $    (3,158)   $  (4,973)     $    (6,121)   $   (4,581)

</TABLE>













                                      43 <PAGE>
 
<PAGE>

Assumptions used in determining the actuarial present value of benefit
obligations as of December 31, 1996, 1995 and 1994 are summarized below.

<TABLE>
<CAPTION>
                                                                 Computational Assumptions
                                                         Net Pension Cost                Projected Benefit
                                                           Years Ended                    Obligation at
                                                           December 31,                    December 31,
                                                  1996         1995         1994         1996         1995

<S>                                                <C>          <C>          <C>          <C>          <C>          
Discount rate:
   United States                                   7.0%         8.0%         7.5%         7.0%         7.0%
   The Netherlands                                 6.5%         7.0%           --         6.5%         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%
Expected long-term rate of return on assets:
   United States                                   9.0%         9.0%         9.0%             
   The Netherlands                                 7.0%         7.0%           --             
Benefit basis:
   United States plans - earnings during career
   The Netherlands plans - 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.


Note 10:  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 Company 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,
                                                               1996             1995             1994
                                                                           (in thousands)
<S>                                                         <C>              <C>              <C>    
Service cost (benefits earned during the year)              $      34        $      88        $      95
Interest cost on accumulated postretirement 
   benefit obligation                                             870            1,214            1,354
Net amortization and deferral                                    (600)            (580)            (287)
                                                            $     304        $     722        $   1,162

</TABLE>











                                      44 <PAGE>
 
<PAGE>

<TABLE>
<CAPTION>
                                                                        Accumulated Postretirement
                                                                         Benefit Obligation (APBO)
                                                                              at December 31,
                                                                        1996                   1995
                                                                              (in thousands)
<S>                                                                  <C>                   <C>  
Retired employees                                                    $   11,970            $    13,647
Employees eligible to retire                                                972                    942
Other employees                                                             694                  1,340

                                                                         13,636                 15,929
Unrecognized net gain(loss)                                                 194                 (1,574)
Unrecognized prior service cost                                           3,600                  4,200
                                                                     $   17,430            $    18,555
</TABLE>

Computational assumptions:
   Discount rate at December 31, 1996 and 1995                            6.5%
   Health care cost trend rate 1997 to 2002                 8.3% ratable to 4%
   Effect of 1% increase in health care cost trend rate:
      Increase December 31, 1996 APBO                                        5%
      Increase 1996 expense                                                14%


Note 11:  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, 1996, 1995 and 1994 by
$773,000, $749,000 and $715,000, respectively.










                                     45 <PAGE>
 

<PAGE>
<TABLE>
<CAPTION>
                                                                     Years Ended December 31,
                                                              1996             1995             1994
                                                                          (in thousands)
<S>                                                      <C>              <C>              <C>
Income before income taxes:
   U.S. operations                                       $    80,429      $    68,974      $    62,300
   Foreign operations                                         10,491            6,693              443

                                                         $    90,920      $    75,667      $    62,743
Income tax expense:
   Currently payable:
   U.S. federal                                          $    24,862      $    22,565      $    19,818
   U.S. state and local                                        5,895            5,309            4,679
   Foreign                                                     1,729            2,995              710

                                                              32,486           30,869           25,207
   Deferred:
   U.S. federal                                                1,075             (907)            (206)
   U.S. state and local                                          267             (225)             (52)
   Foreign                                                     1,858             (297)            (332)
                                                               3,200           (1,429)            (590)

                                                         $    35,686      $    29,440      $    24,617
Effective tax rate reconciliations:
   U.S. federal statutory rate                                  35.0%            35.0%          35.0%
   State and local income taxes                                 4.4              4.4             4.8
   Other                                                        (0.2)            (0.5)          (0.6)
      Effective tax rate                                        39.2%            38.9%          39.2%

(*) Total income taxes paid                              $    31,247      $    27,938      $    30,850

(*) Included in 1996, 1995 and 1994 taxes paid are $11,400,000, $12,000,000
    and $25,300,000, respectively, paid to Cooper in accordance with the
    Tax Agreement.
</TABLE>

<TABLE>
<CAPTION>
                                                                               December 31,
                                                                         1996                   1995
                                                                                (in thousands)

<S>                                                                 <C>                    <C>
Components of deferred tax balances:
   Deferred tax liabilities:
      Plant, equipment and intangibles                              $   (20,930)           $   (19,744)
   Deferred tax assets:
      Postretirement benefits                                            10,338                 11,026
      Reserves and accruals                                               5,788                  6,907
      Other                                                                 499                    703

                                                                         16,625                 18,636
                                                                    $    (4,305)           $    (1,108)
</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.

                                     46 <PAGE>
 
<PAGE>

Note 12:  Stock Compensation Plans

The Company has two forms of stock compensation plans, which include the
Belden Inc. Long-term Incentive Plan (Incentive Plan) and the Belden Inc.
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 1,300,000 shares was
originally reserved for issuance under the Incentive Plan. As of December
31, 1996, 891,500 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. and Canadian 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
offering, on December 8, 1995, the Company sold 278,574 shares to 1,303
employees at $12.64 per share. The Company used 275,000 treasury shares and
issued an additional 3,574 shares of stock. With respect to the 1995
offering, at December 31, 1996, 1,187 participating employees had options
to acquire up to 180,308 shares of common stock at the lesser of $20.94 per
share or the market price on the exercise date of December 8, 1997. An
aggregate of 1,021,426 shares of common stock is reserved for issuance
under the Stock Purchase Plan.

The Company continues to account for stock options under Accounting
Principles Board Opinion 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

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

<TABLE>
<CAPTION>
                                                           Years Ended December 31,
                                                 1996                             1995
                                                       Weighted                          Weighted    
                                                        Average                           Average      
                                                       Exercise                          Exercise                       
                                       Options           Price           Options           Price
<S>                                     <C>             <C>              <C>              <C>                     
Outstanding at beginning
  of year                               484,107         $16.84           485,789          $16.20             
Granted                                 347,000          30.74            40,500           21.79             
Exercised                               (80,474)         15.40           (40,948)          15.06             
Canceled                                (12,386)         18.13            (1,234)          15.52             

Outstanding at end of year              738,247         $23.51           484,107          $16.84             
Exercisable at end of year              297,747         $16.49           207,107          $15.86             

</TABLE>

The following table summarizes information about fixed stock options
outstanding at December 31, 1996:

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

  <C>                <C>             <C>                    <C>                 <C>               <C>
  $14 to $19         353,413         2.0 years              $16.65              284,913           $16.25
   21 to  24          39,834         3.2                     21.80               12,834            21.80
   29 to  31         345,000         9.2                     30.74                    -                -

  $14 to $31         738,247         5.4 years              $23.51              297,747           $16.49

</TABLE>


                                      47 <PAGE>
<PAGE>

Note 13:  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 14:  Commitments

At December 31, 1996, the Company had copper future contracts of
$12,514,000. These contracts represent approximately two to three months of
the Company's anticipated U.S. requirements. The contracts expire as
follows:

<TABLE>
<CAPTION>
                                                                           1997 (by quarter)
                                                                1            2            3            4
                                                                            (in thousands)
<S>                                                          <C>          <C>          <C>           <C>
Commitments as of December 31, 1996                          $6,072       $2,245       $3,538        $659

</TABLE>

Note 15:  Leases

Rental expense for operating leases primarily for office space and
machinery and equipment was $4,007,000, $3,436,000 and $2,720,000 in 1996,
1995 and 1994, respectively.

Minimum annual lease payments for noncancellable operating leases in effect
at December 31, 1996 are as follows:

<TABLE>
<CAPTION>
                                                                                     (in thousands)

<C>                                                                                      <C>
1997                                                                                     $ 3,325
1998                                                                                       2,491
1999                                                                                       1,517
2000                                                                                         501
2001                                                                                         158
Thereafter                                                                                   134

Total minimum lease payments                                                             $ 8,126

</TABLE>

                                     48 <PAGE>
 
<PAGE>

Note 16:  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, 1996 and 1995, 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 $16,171,000 and $13,997,000, 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, 1996 and 1995, the book
values of cash and cash equivalents, trade receivables, trade payables and
debt instruments are considered representative of their respective fair
values.


Note 17: 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
17%, 18% and 22% of consolidated revenues in 1996, 1995 and 1994,
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, 1996

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

Year ended December 31, 1994
Revenues:
   Customer                             362,887         40,001         36,811             --        439,699
   Affiliate transfers                   26,375          5,843             --        (32,218)            --
       Total                            389,262         45,844         36,811        (32,218)       439,699
Operating earnings                       58,237          1,974          4,656            451         65,318
Identifiable assets                     176,004         25,879         10,992         (9,066)       203,809

</TABLE>

                                     49<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 $61,057,000, $43,334,000 and $32,012,000 are
included in United States revenues for 1996, 1995 and 1994, respectively.
Export sales to customers of $16,400,000 and $14,297,000, respectively, are
included in European revenues for 1996 and 1995. Export sales by geographic
region are as follows:

<TABLE>
<CAPTION>
                                                                    Years Ended December 31,
                                                             1996             1995             1994
                                                                         (in thousands)
<S>                                                      <C>              <C>              <C>  
Pacific Rim                                              $    49,133      $    37,703      $    18,145
Latin America                                                 21,400           13,413            8,060
Canada                                                         3,164            3,249            3,463
Other                                                          3,760            3,266            2,344

   Total                                                 $    77,457      $    57,631      $    32,012

</TABLE>

Note 18: Quarterly Operating Results (unaudited)

<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
Net income per common share                        $    0.48      $    0.51        $    0.51      $    0.61

</TABLE>

<TABLE>
<CAPTION>
                                                                1995 (by quarter)
                                                       1              2               3               4
                                                             (in thousands, except per share amounts)
<S>                                                <C>          <C>              <C>          <C>   
Revenues                                           $ 114,085    $   159,986      $   156,722  $     177,815
Gross profit                                          30,768         38,578           38,266         44,484
Operating earnings                                    16,327         19,131           19,900         24,244
Net income                                             9,606         10,854           11,414         14,353
Net income per common share                        $    0.37    $      0.41      $      0.43  $        0.55

</TABLE>
















                                     50 <PAGE>