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

                                    FORM 10-K
    (Mark One)

    [X]  Annual Report  Pursuant to  Section  13 or  15(d)  of the  Securities
    Exchange Act of 1934 [Fee Required]

    For the fiscal year ended December 31, 1995                               
                                        or
    [  ] Transition Report Pursuant to  Section 13 or 15(d)  of the Securities
    Exchange Act of 1934 [No Fee Required]

    For the transition period from             to
                                    ___________     ___________            

                        Commission file number   1-7418  
                                                 _______

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

             MICHIGAN                                          35-1313928
    --------------------------------------------------------------------------
    (State or other jurisdiction of                          (I.R.S. Employer 
    incorporation or organization)                         Identification No.)

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

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

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

                                                   Name  of  each exchange  on
    Title of each class                            which registered

    10% Senior Notes due 2003                      Pacific Stock Exchange
                                                                              
           Securities registered pursuant to Section 12(g) of the Act:

                                       None
    --------------------------------------------------------------------------
                                 (Title of class)

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

    Indicate by  check mark whether  the registrant (1) has  filed all reports
    required to be filed by Section 13 or 15(d) of the Securities Exchange Act
    of  1934 during the preceding 12  months (or for such  shorter period that
    the  registrant was  required  to file  such reports),  and  (2) has  been
    subject to such filing requirements for the past 90 days. <PAGE>


    [X ] Yes    [  ] No

    No voting stock is held by non-affiliates of the registrant.

    As of February 29, 1996  the registrant had outstanding 100 shares of $.01
    Par Value Common Stock.

    The registrant  does not  have  a class  of equity  securities  registered
    pursuant to Section 12 of the Securities Exchange Act of 1934.

                    DOCUMENTS INCORPORATED BY REFERENCE - None<PAGE>


                                      PART I

    ITEM 1.  BUSINESS

    GENERAL

         Essex Group, Inc.  (the "Company"), founded  in Detroit, Michigan  in
    1930  to  manufacture  automobile  electrical  wire  harnesses,  currently
    develops, manufactures  and markets  a broad line of  electrical wire  and
    cable and  electrical insulation products.   Among the Company's  products
    are building wire for residential and commercial applications; magnet wire
    for electromechanical devices  such as motors, transformers and electrical
    controls; voice and data communication wire; automotive wire and specialty
    wiring  assemblies  for  automobiles  and  trucks;  industrial  wires  for
    applications in  appliances, construction  and  recreational vehicles  and
    insulation products including  mica paper and mica-based  composites.  The
    Company's   operations  at   December  31,   1995  included   24  domestic
    manufacturing facilities  and employed  approximately 4,102  persons.  The
    Company's principal  executive offices  are located  at 1601 Wall  Street,
    Fort Wayne, Indiana.

         On  February  29,  1988,  MS/Essex Holdings  Inc.  ("Predecessor"  or
    "Holdings"),  acquired  the Company  from United  Technologies Corporation
    ("UTC")  (the  "1988  Acquisition").    The  outstanding  common stock  of
    Holdings was beneficially  owned by  The Morgan  Stanley Leveraged  Equity
    Fund II, L.P., certain directors and members of management of Holdings and
    the Company, and others.  

         On  October 9,  1992, Holdings  was acquired  (the "Acquisition")  by
    merger (the "Merger") of B E  Acquisition Corporation ("BE") with and into
    Holdings with  Holdings surviving under the  name BCP/Essex  Holdings Inc.
    ("Successor"  or  "Holdings").     BE  was  a  newly   organized  Delaware
    corporation  formed   for  the  purpose   of  effecting  the  Acquisition.
    Shareholders of  BE included  Bessemer Holdings,  L.P.  (an affiliate  and
    successor  in  interest   to  Bessemer  Capital  Partners,  L.P.  ["BCP"])
    ("BHLP"), affiliates of Goldman, Sachs & Co. ("Goldman Sachs"), affiliates
    of Donaldson,  Lufkin & Jenrette  Securities Corporation ("DLJ"), Chemical
    Equity Associates, A California Limited Partnership ("CEA") and members of
    management and other employees of the Company.  As a result of the Merger,
    the stockholders of BE became stockholders of Holdings.  See note 2 to the
    table  included  herein  setting  forth  information regarding  beneficial
    ownership of Holdings common stock under the  caption "Item 12.   Security
    Ownership  of Certain  Beneficial Owners  and Management"  for information
    regarding BHLP.

    PRODUCT LINES

         The  following table sets  forth for each  of the years  in the three
    year period ended December 31, 1995 the dollar amounts and percentages  of
    sales of each of the Company's major product lines:









                                        1<PAGE>


    <TABLE>
    <CAPTION>
                                               Sales(a)               Percentage of Sales
                                    ------------------------------  -----------------------
                                       1995      1994       1993      1995    1994    1993
                                      ------    ------     ------    ------  ------  ------
                                             (In millions)

    <S>                              <C>        <C>       <C>         <C>     <C>     <C>   
    Building wire                    $406.1     $390.0    $332.2      34%     39%      38%  
    Magnet wire                       388.2      306.9     240.9      32      30       28   
    Communication wire                177.5      119.3     135.9      15      12       16   
    Automotive wire                    97.3       82.8      59.1       7       7        7   
    Other                             132.6      111.1     100.7      12      12       11   
                                    -------     ------    ------    -----   -----    -----  

    Total                          $1,201.7   $1,010.1    $868.8     100%    100%     100%  
                                   ========   ========    ======    =====   =====    =====  

    </TABLE>

    (a)  Due  to the  third quarter  1995 reorganization  as set  forth below,
         certain 1994 and 1993 product line sales have been reclassified.


    SECTOR OPERATIONS

         During  the third  quarter 1995,  the  Company reorganized  its major
    product  lines and  related  business  units to  operate under  two  broad
    sectors    the  Wire and  Cable  Sector ("WCS")  and  the Magnet  Wire and
    Insulation  Sector  ("MWIS").    This  reorganization  was  undertaken  to
    increase  the focus  on each  of the  Company's major  product  lines.   A
    business overview of  each sector and the product lines  contained therein
    is set forth below.

    WIRE AND CABLE SECTOR

         BUILDING WIRE

         Products.  The building wire business unit, which began manufacturing
    building wire in 1933, develops, manufactures and markets a complete  line
    of building  wire and  related wire products.   Specific examples  include
    service entrance  cable, underground feeder  wire and nonmetallic jacketed
    wire and cable for the residential market and a variety of insulated wires
    for the nonresidential commercial market.  
     
         Sales and Marketing.   The market for building wire products is large
    and  diverse  consisting primarily  of  electrical  distributors, hardware
    wholesalers  and consumer product  retailers.  The ultimate  end users are
    electrical  contractors  and  "do-it-yourself"  consumers.   Products  are
    marketed  nationally through  manufacturers representatives and  a Company
    sales force.  Distribution facilities are maintained throughout the United
    States,  and  one  in  Canada.   Historically,  approximately  67%  of the
    building wire  market is attributable  to remodeling  and repair  activity
    while  the  remaining   33%  is  attributable  to   new  residential   and
    nonresidential construction.



                                        2<PAGE>


         COMMUNICATION WIRE

         Products.  The communication business unit develops, manufactures and
    markets a  broad line  of plastic insulated  and jacketed  voice and  data
    communication wire products.  

         Sales  and  Marketing.    Communication wire  products  are  marketed
    primarily in  the United  States  for local  area networks  and  telephone
    network applications, with some sales to overseas markets.  Voice and data
    communication wire products are sold principally to communications systems
    contractors and  domestic telephone  companies and  to telephone companies
    and private contractors overseas.

         AUTOMOTIVE WIRE

         Products.   The automotive wire business  unit develops, manufactures
    and markets  automotive primary  wire, ignition  wire, battery  cable  and
    specialty  wiring  assemblies,   including  heavy  truck  electrical  wire
    harnesses.   New product design  and materials development activities  for
    the sector are supported by this unit's product development and  materials
    engineering laboratory.

         Sales  and Marketing.  Automotive wire products are sold primarily to
    suppliers of automotive original  equipment manufacturers.   Historically,
    there has been one principal customer for the unit's automotive  products,
    although  the importance of  this customer has declined  in relative terms
    due  to the expansion of the unit's overall customer base.  This principal
    customer accounted  for approximately  54%, 60% and 79%  of the  Company's
    automotive wire revenues in 1995, 1994 and 1993, respectively, although in
    absolute  terms, sales  to this  principal customer  have  remained steady
    during the period.  Diversification of the automotive  wire sales base has
    been achieved,  in part, as  a result  of the retention  of an independent
    sales organization to  provide the means necessary to attract  and service
    new automotive customers.  The  principal automotive customer continues to
    be serviced by a dedicated sales representative who is a Company employee.
    Sales representatives from MWIS also service some of the other  automotive
    wire customers.  

         INDUSTRIAL WIRE

         Products.   The industrial wire business  unit develops, manufactures
    and markets  a line of industrial  wire and cable  consisting of appliance
    wire,  motor  lead  wire,  submersible   pump  cable,  welding  cable  and
    recreational vehicle wire.  

         Sales and Marketing.   Industrial  wire and cable  products are  sold
    primarily  to  appliance   and  power  tool  manufacturers,  suppliers  of
    electrical and electronic  original equipment manufacturers and to welding
    products  distributors.  Industrial  wire and cable sales  are included in
    "Other" sales within the "Product Lines" sales table under this caption.  

    MAGNET WIRE and INSULATION SECTOR

         Products.   MWIS develops and manufactures magnet wire and insulation
    products for  the electrical equipment  and electronics industries in  the
    United  States.   MWIS  offers a  comprehensive  line of  magnet  wire and
    insulation products, including over 500 types of magnet wire used in a 


                                        3<PAGE>


    wide  variety   of  motors,  coils,   relays,  generators,  solenoids  and
    transformers.

         Sales  and Marketing.  Magnet  Wire products are  sold principally to
    original  equipment   manufacturers  and  to   distributors.    MWIS  also
    distributes its electrical  insulating materials and certain appliance and
    magnet wire products through its national distribution business unit which
    provides   a  channel   of  distribution   to  small   original  equipment
    manufacturers  and motor  repair  markets.   On  September 29,  1995,  the
    Company acquired certain  assets of Avnet, Inc.'s distribution operations,
    which   became part  of  MWIS' national  distribution business  unit  upon
    consummation  of  the  asset   purchase.    Products  sold   through  MWIS
    distribution operations include magnet wire, electrical motors, electrical
    insulation,  motor repair  parts  and  pump seals.   Sales  of  electrical
    insulating products,  electric motors,  motor repair parts  and pump seals
    are included in "Other" sales within the "Product Lines" sales table under
    this caption.

    BUSINESS DEVELOPMENT

         The  Company plans to increase sales across many of its product lines
    by expanding  product offerings  within compatible  markets, targeting new
    global  markets for existing  products and expanding penetration  in those
    overseas  markets where  a  presence  has already  been established.    To
    accomplish  this   objective,  the   Company  expects   to  make  business
    acquisitions  and  capital investments  in  new plants  and  equipment  as
    necessary in the United States and intends to pursue select investments in
    strategic partners and participate in joint ventures off-shore.  A  senior
    executive directs corporate development.

    MANUFACTURING STRATEGY

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

         To further  optimize production efficiencies, the  Company invests in
    new plants and  equipment, pursues plant rationalizations and participates
    in joint venture opportunities.  During  the period 1992 through 1995, the
    Company  invested an average  $28.5 million per year  on capital projects.
    The  major projects  during  this period  entailed  primarily productivity
    improvements  and upgrading  of  equipment.   In 1995,  approximately $8.9
    million was invested in  magnet wire ovens to improve quality and increase
    manufacturing productivity while approximately $4.9 million was invested 


                                        4<PAGE>


    in  the  industrial  wire  business  unit for    quality  and productivity
    improvements and, to a lesser degree, capacity expansion.

    MANUFACTURING PROCESS

         Copper  rod is  the base  component for  most of  the  Company's wire
    products.  The Company buys copper cathode from a variety of producers and
    dealers and also reclaims and reprocesses high grade scrap copper from its
    own  operations  and  other copper  wire  producers.   After  the  rod  is
    manufactured at the Company's  rod mills, it is  shipped to other  Company
    manufacturing facilities  where it  is processed into the  wire and  cable
    products produced and sold  by the Company.  See "Metals Operations" under
    this caption for a discussion of the Company's copper rod production.

         The manufacturing processes for  all of the Company's wire  and cable
    products require  that the  copper rod  be drawn and  insulated.   Certain
    products also require that the wire be "bunched" or "cabled".

         Wire  Drawing.  Wire  drawing is  the process  of reducing  the metal
    conductor  diameter by  pulling  it  through a  converging die  until  the
    specified product size is attained.  Since the reduction is limited by the
    breaking strength  of  the metal  conductor, this  operation  is  repeated
    several times internally within the machine.  As the wire becomes smaller,
    less pulling force is required.  Therefore, machines operating in specific
    size  ranges are  required.   Take-up containers  or spools  are generally
    large, allowing one person to operate several machines.

         Bunching.  Bunching is  the process of twisting together  single wire
    strands to form  a concentric construction ranging  from seven to over 200
    strands.  The major purpose of bunching is to provide improved flexibility
    while maintaining current carrying capacity.  

         Insulating.     The  magnet  wire   insulating  materials   (enamels)
    manufactured by  the Company's chemical  processing facility are polymeric
    materials produced  by  one of  two  methods.   One  method  involves  the
    blending of commercial resins which are dissolved in various solvents  and
    then  modified with  catalysts, pigments,  cross-linking agents  and dyes.
    The other  method involves  building polymer  resins to  desired molecular
    weights in reactor systems.

         The  enamelling process used in  the manufacture of  some magnet wire
    involves applying several thin coats of liquid enamel and evaporating  the
    solvent  in baking  chambers.   Some enamels  require a  specific chemical
    reaction  in the  baking chamber  to  fully cure  the  film.   Enamels are
    generally applied to the  wires in excess, which is then metered  off with
    dies or rollers; however, some applications apply only the required amount
    of liquid enamel.

         Most other wire products  are insulated with thermoplastic, thermoset
    or rubber compounds through an extrusion process.  Extrusion involves  the
    feeding, melting and  pumping of a compound through a die to shape it into
    final form as it is  applied to the wire.  The  Company has the capability
    to manufacture all three types of jacketing and insulating compounds.

         Once the wire is fabricated, it  is packaged and shipped to  regional
    service centers, stocking agents or directly to customers.



                                        5<PAGE>


    METALS OPERATIONS

         Copper  is  the  primary  component  of  the Company's  overall  cost
    structure,  comprising  approximately  60%  of  the  Company's 1995  total
    production cost of sales.   Due to  the critical nature  of copper to  its
    business,  the  Company  has  centrally  organized  its metal  operations.
    Through   centralization,  the   Company  carefully  manages   its  copper
    procurement,  internal  distribution,  manufacturing  and  scrap recycling
    processes.

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

         COPPER PROCUREMENT

         The  Company's copper  procurement  activities are  centralized.   In
    1995, the Company purchased approximately 230,000 tons of copper, entirely
    from North American copper producers and metals merchants.

         Under  producer contracts,  the Company  commits to take  a specified
    tonnage per month.  Most producer contracts have a one-year term.  Pricing
    provisions  vary, but they are  based on the  New York Commodity Exchange,
    Inc. ("COMEX") price plus a premium.  Under merchant contracts, prices are
    also  based  on  the  COMEX  price  plus  a premium.    Payment  terms are
    negotiated.   Additionally, the Company  utilizes forward fixed price  and
    futures contracts to manage its commodity price risk on this principal raw
    material.   The company does not hold or issue these contracts for trading
    purposes.

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

         COPPER ROD PRODUCTION

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

         Copper rod is  manufactured by  way of a  continuous casting  process
    where  high quality  copper cathodes are  melted in a shaft  furnace.  The
    resultant   molten  copper  is  transferred  to   a  holding  furnace  and
    transferred  directly  onto  a  casting  wheel  where  it  is  cooled  and
    subsequently rolled  into copper  rod.  The  rod is  subjected to numerous
    quality control tests to assure  that it meets the  high quality standards
    of the Company's products.   Finally, the rod is packaged for shipment via
    an automatic in-line coiling and packaging device.

         The Company's  rod production  facilities  are strategically  located
    near  its major wire producing plants to minimize freight costs.  From its
    five continuous casting units,  the Company has the capability to produce 

                                        6<PAGE>


    approximately 85%  of its rod  requirements, while purchasing the  balance
    from external  sources.   External rod  purchases are  used  to cover  rod
    requirements  at manufacturing  locations where  shipping Company-produced
    rod  is not cost effective and when the  Company's rod requirements exceed
    its production capacity.

         COPPER SCRAP RECLAMATION

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

    EXPORTS

         Sales of exported goods approximated $55.5 million, $52.7 million and
    $70.6 million  for the  years ended  December 31,   1995, 1994  and  1993,
    respectively.   Communication  cables are  the Company's  primary products
    exported.

    BACKLOG

         The Company  has no significant order backlog  in that it follows the
    industry practice of producing  its products on an  ongoing basis to  meet
    customer  demand without  significant  delay.   The  Company  believes the
    ability  to supply orders in a  timely fashion is a  competitive factor in
    the markets in which it operates.

    COMPETITION

         In each of the Company's  operating sectors, the Company  experiences
    competition  from at  least one  major competitor.    However, due  to the
    diversity of the Company's product lines  as a whole, no single competitor
    competes  with the  Company across  the entire  spectrum of  the Company's
    product  lines.   Many  of  the Company's  products are  made  to industry
    specifications,  and  are therefore  essentially  fungible  with  those of
    competitors.   Accordingly, the  Company  is subject  in many  markets  to
    competition on  the basis  of price, delivery time,  customer service  and
    ability  to meet specialty needs.   The Company  believes it enjoys strong
    customer relations resulting from its long  participation in the industry,
    its emphasis  on  customer service,  its commitment  to  quality  control,
    reliability,  and its  substantial  production resources.    The Company's
    distribution networks  enable it  to compete  effectively with  respect to
    delivery  time.  From  time to  time the  Company has  experienced reduced
    margins in certain markets due to price cutting by competitors.

    ENVIRONMENTAL COMPLIANCE

         Management does  not believe that compliance  with environmental laws
    and regulations will have a material effect on the level of capital 

                                        7<PAGE>


    expenditures of  the  Company  or  its  business, financial  condition  or
    results of operations.  The Company does not currently anticipate material
    capital expenditures  for environmental  control facilities.   No material
    expenditures relating to  these matters were made  in 1995, 1994  or 1993.
    In connection  with  the 1988  Acquisition and  associated Stock  Purchase
    Agreement  with  UTC  dated   January  15,  1988  (the  "1988  Acquisition
    Agreement"),  UTC   indemnified  the  Company   with  respect  to  certain
    environmental  liabilities.  See "Item  3. Legal  Proceedings" for further
    discussion  of  the   Company's  environmental  liabilities  and  the  UTC
    indemnity.

    EMPLOYEES

         As of  December 31,  1995 the  Company  employed approximately  1,478
    salaried and 2,624 hourly employees in 33 states.   Labor unions represent
    approximately 48%  of the  Company's work  force.   Collective  bargaining
    agreements expire  at various  times  between 1996  and 1998.    Contracts
    covering  approximately  32% of  the Company's  unionized work  force will
    expire at various times during 1996.  The Company believes that it will be
    able to  renegotiate its  contracts covering  such unionized  employees on
    terms that will not be materially adverse to it, however, no assurance can
    be given  to that effect.   The Company believes  its relations  with both
    unionized and nonunionized employees have been good.

    ITEM 2.  PROPERTIES

         At December 31, 1995 the Company operated 24 manufacturing facilities
    in 12 states.  Except  as indicated below, all of the facilities are owned
    by the Company  or its subsidiaries.   The Company believes its facilities
    and  equipment  are  reasonably  suited to  its  needs  and  are  properly
    maintained and adequately insured.

         The following  table sets forth  certain information with  respect to
    the manufacturing facilities of the Company at December 31, 1995:

























                                        8<PAGE>





    <TABLE>
    <CAPTION>
                                                             Square
          Operation                         Location          Feet
          ---------                         --------         ------

     <S>                               <C>                   <C>        <C>
                                                
        Automotive . . . . . . . . .   Kosciusko, MS         90,000(a)
                                       Marion, IN            50,000   
                                       Orleans, IN          425,000   

        Building Wire  . . . . . . .   Anaheim, CA          174,000   
                                       Columbia City, IN    400,000   
                                       Lithonia, GA         144,000   
                                       Pauline, KS          501,000   
                                       Tiffin, OH           260,000   

        Communication  . . . . . . .   Chester, SC          218,000   
                                       Hoisington, KS       239,000   
        Industrial . . . . . . . . .   Lafayette, IN        350,000   
                                       Pana, IL             110,000   

        Insulation . . . . . . . . .   Newmarket, NH        132,000   
                                       (2 facilities)
                                       Rutland, VT           61,000   
        Magnet Wire  . . . . . . . .   Charlotte, NC         26,000     (Leased)
                                       Fort Wayne, IN       181,000   
                                       Franklin, IN          35,000(b)
                                       Franklin, TN         289,000     (Leased)
                                       Kendallville, IN      88,000   
                                       Rockford, IL         319,000   
                                       Vincennes, IN        267,000   
                                                            

        Metals Processing  . . . . .   Columbia City, IN     75,000   
                                       Jonesboro, IN         56,000   
    </TABLE>

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

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

         In  addition  to the  facilities described  in  the table  above, the
    Company  owns or leases  44 warehouses throughout the  United States, plus
    one  each  in Canada  and  the  Philippines to  facilitate  the  sale  and
    distribution  of its products.   The Company owns  and maintains executive
    and administrative offices in Fort Wayne, Indiana. 

         The Company believes its plants are generally adequate to service the
    requirements of its customers.  Overall, the Company's plants are utilized
    to a substantial, but not full degree.  The extent of current utilization 


                                        9<PAGE>


    is  generally consistent  with historical  patterns, and,  in the  view of
    management, is satisfactory.  The  Company does not view any of its plants
    as being substantially underutilized,  except for Lafayette, IN,  which is
    currently  undergoing a capital  expenditure program to make  it the focus
    plant for industrial  wire products.  Most plants operate on  schedules of
    no less than three eight  hour shifts, five days a week.  During 1995, the
    Company's facilities  operated overall  at approximately  90% of capacity,
    with MWIS at 99% and WCS at 85% of capacity.

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

    ITEM 3.  LEGAL PROCEEDINGS

    LEGAL AND ENVIRONMENTAL MATTERS

         The Company is engaged  in certain routine litigation arising  in the
    ordinary  course of  business.   The  Company  does not  believe  that the
    adverse determination of any pending litigation, either individually or in
    the aggregate,  would have  a material adverse effect  upon its  business,
    financial condition or results of operations.

         Potential  environmental liability  to the  Company arises  from both
    on-site contamination by,  and off-site disposal of, hazardous substances.
    On-site  contamination at  certain Company  facilities  is  the result  of
    historic  disposal activities,  including activities  attributable  to the
    Company operations and those occurring prior to the use of a facility site
    by the Company.  Off-site liability would include cleanup responsibilities
    at various sites to be remedied under federal or  state statutes for which
    the  Company has  been  identified  by  the  United  States  Environmental
    Protection  Agency (the  "EPA")  (or  the equivalent  state agency)  as  a
    Potentially Responsible Party ("PRP").

         The  Company has been  named in government  proceedings which involve
    environmental matters with potential remediation costs.  Once  the Company
    has  been  named as  a  PRP,  it estimates  the  extent  of  its potential
    liability based upon,  among other things, the number of  other identified
    PRPs and the relative contribution of the Company waste at the site.  Most
    of the sites the Company is currently named in as a PRP  are covered by an
    indemnity from  UTC which is  part of the 1988 Acquisition  Agreement.  In
    that  agreement,  UTC  agreed  to  indemnify the  Company  against  losses
    incurred under any environmental  protection and pollution control laws or
    resulting  from  or  in  connection  with  damage  or  pollution  to   the
    environment  and arising  from events,  operations, or  activities of  the
    Company  prior to February  29, 1988, or from  conditions or circumstances
    existing  at or prior to  February 29, 1988.   In addition, in order to be
    covered by this  indemnity, the  condition, event,  and circumstance  must
    have  been known to UTC prior to February 29,  1988.  The sites covered by
    this indemnity  are handled directly by UTC, and all  payments required to
    be made are paid directly  by UTC.  These sites are all mature sites where
    allocations  have  been  settled  and  remediation  is  well  underway  or
    completed.  The Company  is not aware of  any inability or refusal  on the
    part of UTC to pay amounts that are owing under the indemnity.  There are 

                                        10<PAGE>


    no disputes between the  Company and UTC concerning these matters that are
    covered by the indemnification.

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

         In  addition, there are five sites  where the Company is either named
    as a PRP  or a defendant in a civil  lawsuit which are not  covered by the
    indemnity  or the basket  indemnity.  They are  Ascon Landfill, Huntington
    Beach,  CA; A-1  Disposal  Corp.,  Allegan County,  MI; Angola  Soya  Co.,
    Angola,  IN; Milford  Mill,  Beaver  County, UT;  and  Uniontown Landfill,
    Uniontown, IN.   Ascon  Landfill was an oil  percolation refining  center.
    The  Company  received a  request  for  information  from  the  California
    Department of Toxic  Substance Control in 1994 and  replied that it has no
    records linking  the Company to  the site.  A-1 Disposal  Corp. stored and
    treated hazardous  waste.  The Company  was one  of a number  of PRPs  who
    entered  into a  consent decree  with the  Michigan Department  of Natural
    Resources to clean the site.   The Company has paid its assessment for the
    remediation and expects  no further payments.   Angola Soya was  a solvent
    reclamation facility in the 1950 s and 1960 s.  The Company is cooperating
    with  the Indiana  Department of  Environmental  Management  to conduct  a
    limited removal of certain drums of spent solvents.  The Milford Mill site
    was a copper mill used by the Company for a few years in the early 1970 s.
    The  Company is  one of  the PRPs  identified by  the  EPA.   The EPA  has
    conducted  a removal at the site  and incurred $0.4 million  in costs, for
    which it seeks reimbursement from the PRPs.  The Uniontown Landfill is the
    subject  of a civil lawsuit where the Company is one of several defendants
    sued by the  owner of the  landfill to recover alleged  site investigation
    and  groundwater remediation costs.   The Company  does not believe  it is
    responsible  for  any  material  taken to  this  site  and  is  vigorously
    defending itself.   The Company has  provided a reserve  in the  amount of
    $0.6 million to cover contingencies associated with these five sites.  The
    accrual is based  on management s best estimate of The  Company s exposure
    in light of  relevant available information including  the allocations and
    remedies set forth in applicable consent decrees, third party estimates of
    remediation  costs,  actual  remediation  costs  incurred,  the  estimated
    inability  of other PRPs  to pay their proportionate  share of remediation
    costs, the nature  of each site, and  the number of participating parties.
    The Company does not believe  that any of the environmental proceedings in
    which it is involved and for which it may be liable will individually or 

                                        11<PAGE>


    in  the  aggregate  have  a  material adverse  effect  upon  its business,
    financial condition, or results of operations and none involves sanctions.

         Since  about 1990,  the Company has  been named  as a  defendant in a
    limited number of  product liability lawsuits brought by  electricians and
    other skilled tradesmen claiming injury from exposure to asbestos found in
    electrical wire products produced a number of years ago.  During 1995, the
    number of cases filed against the Company increased significantly relative
    to  its historic average with the number of pending cases increasing  from
    about  25  to  60.   The  Company's  strategy is  to  defend  these  cases
    vigorously.   The Company  believes that  its liability, if any,  in these
    matters and  the related  defense costs will  not have  a material adverse
    effect  either individually  or  in  the aggregate  upon its  business  or
    financial condition.

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

         None during the fourth quarter of 1995.

                                     PART II

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

         There is no established public trading market for the common stock of
    the Company or of its parent,  Holdings.  The common stock of  the Company
    and  its parent  has not been  traded or sold publicly  and accordingly no
    information with respect to sales prices or quotations is available.































                                        12<PAGE>


    ITEM 6.  SELECTED FINANCIAL DATA

         The following  table sets forth (i)  selected historical consolidated
    financial data of the Company prior to the  Acquisition ("Predecessor") as
    of and for the nine month period ended September 30, 1992 and for the year
    ended December  31, 1991, (ii)  selected historical consolidated financial
    data of the Company after the Acquisition ("Successor") as  of and for the
    years ended  December 31, 1995, 1994  and 1993 and  the three month period
    ended  December  31, 1992,  and,  (iii)  combined  historical consolidated
    financial data of Successor for the three month period ended  December 31,
    1992 and Predecessor  for the nine month period ended  September 30, 1992.
    This  data should  be  read in  conjunction  with "Item  7.   Management's
    Discussion and Analysis of Results of Operations and  Financial Condition"
    and  the  consolidated financial  statements  and  related  notes included
    elsewhere  herein.   The selected  historical consolidated  financial data
    presented  below as of and for  the three month period  ended December 31,
    1992 and  the nine month period ended September 30, 1992 and as of and for
    the  year  ended  December  31,  1991,  were  derived  from  the   audited
    consolidated  financial  statements  of  Successor  and  Predecessor  (not
    presented herein).   The  selected historical  consolidated financial data
    presented below, as of and for the years ended December 31, 1995, 1994 and
    1993,    were  derived  from  the  consolidated  financial  statements  of
    Successor, which were audited by Ernst & Young LLP, independent  auditors,
    whose  report   with  respect   thereto,  together   with  such  financial
    statements, appears elsewhere herein.


































                                                  13<PAGE>


    <TABLE>
    <CAPTION>
                                             SUCCESSOR                   COM-       PREDECESSOR
                                                                       BINED(a)
                              ---------------------------------------- --------  -----------------
                                                               Three    Twelve    Nine      Year
                                                               Month     Month    Month    Ended
                                                               Period   Period   Period   December
                                        Year Ended             Ended     Ended    Ended     31,
    In Thousands of                    December 31,           December December September
    Dollars                    ---------------------------      31,       31,      30,

                                1995       1994       1993      1992     1992     1992      1991
    -------------------        ------     ------     ------    ------   ------   ------    ------
    <S>                      <C>        <C>        <C>        <C>       <C>      <C>      <C>     

    Statement of
     Operations Data:
    Net sales                $1,201,650 $1,010,075 $868,846   $209,354  $909,351 $699,997 $885,492

    Other income/(expense)
     -net                       (1,032)      (910)      188        145     1,237    1,092      522
                              --------- ---------- --------   --------  -------- -------- --------


                              1,200,618 1,009,165   869,034    209,499   910,588  701,089  886,014
                              --------- ---------- --------   --------  -------- -------- --------


    Cost of goods sold        1,030,511   846,611   745,875    186,026   780,148  594,122  753,077
    Selling and
     administrative              93,250    85,129    75,489     22,349    81,958   59,609   80,227
    Interest expense(b)          34,683    24,554    25,241      8,086    22,591   14,505   24,969

    Unusual items(c)                  -         -         -          -    18,139   18,139        -
                              --------- ----------  --------  --------  -------- -------- --------

    Total costs and
     expenses                 1,158,444   956,294   846,605    216,461   902,836  686,375  858,273
                              ---------   -------   -------    -------   -------  -------  -------
    Income (loss) before
     income taxes and
     extraordinary charge        42,174    52,871    22,429     (6,962)    7,752   14,714   27,741
    Provision (benefit)
     for income taxes(d)         19,680    22,700    13,052     (1,900)    7,378    9,278   13,241
                              ---------   -------   -------    -------   -------  -------  -------
    Income (loss) before
     extraordinary charge        22,494    30,171     9,377     (5,062)      374    5,436   14,500
    Extraordinary charge
     net of income tax
     benefit(e)                   2,971         -     3,367          -       122      122    1,471
                              ---------   -------   -------    -------   -------  -------  -------


    Net Income (loss)           $19,523   $30,171   $ 6,010    $(5,062)  $   252  $ 5,314  $13,029
                              =========   =======   =======    =======   =======  =======  =======



                                                  14<PAGE>


                                             SUCCESSOR                   COM-       PREDECESSOR
                                                                       BINED(a)
                              ---------------------------------------- --------  -----------------
                                                               Three    Twelve    Nine      Year
                                                               Month     Month    Month    Ended
                                                               Period   Period   Period   December
                                        Year Ended             Ended     Ended    Ended     31,
    In Thousands of                    December 31,           December December September
    Dollars                    ---------------------------      31,       31,      30,

                                1995       1994       1993      1992     1992     1992      1991
    -------------------        ------     ------     ------    ------   ------   ------    ------

    Balance Sheet Data
     (at end of period):

    Working capital            $167,921  $191,062  $155,136   $123,935           $162,661 $124,485
    Total assets                744,468   750,300   706,997    703,147            447,874  413,648
    Long-term debt
     (including current
     portion)                   412,750   200,000   200,000    221,289            189,890  193,580

    Stockholder's equity        114,678   333,903   303,732    297,722            132,257  120,354

    Other Data:
    Additions to
     property, plant and
     equipment                  $28,555   $30,109   $26,167    $14,705   $31,180  $16,475  $13,242
    Ratio of earnings to
     fixed charges(f)               1.6       3.0       1.7          -                1.9      2.0

    Deficiency of
     earnings to fixed
     charges(f)                       -         -         -     $7,078                  -        -

    </TABLE>

                                                 (Footnotes on following page)





















                                        15<PAGE>


    (a)  Represents  a combination  of  Successor's three  month period  ended
         December 31, 1992 and Predecessor's nine month period ended September
         30,  1992.  Such combined results  are not directly comparable to the
         consolidated results of  operations of the  Predecessor for the  year
         ended December 31, 1991,  nor are they necessarily indicative  of the
         results for the full year  due to the effects of the  Acquisition and
         Merger  and  related  refinancings  and the  concurrent  adoption  of
         Statement of  Financial Accounting Standards No.  109 "Accounting for
         Income Taxes."  Financial data  of the Company as of October  1, 1992
         and  thereafter reflect the Acquisition  using the purchase method of
         accounting,  and accordingly,  the  purchase price  was allocated  to
         assets  and  liabilities  based  upon their  estimated  fair  values.
         However, to  the extent  that  Holdings management  had a  continuing
         investment interest  in Holdings' common stock, such fair values (and
         contributed stockholders'  equity)  were reduced  proportionately  to
         reflect  the continuing  interest  (approximately 10%)  at the  prior
         historical cost basis.

    (b)  In connection with the Acquisition and Merger, debt issuance costs of
         $1.5  million and  $1.8  million associated  with  debt retired  were
         included in interest expense for the year ended December 31, 1993 and
         the three month period ended December 31, 1992, respectively.

    (c)  In  connection  with  the  Acquisition and  Merger,  the  Predecessor
         recorded certain merger related  expenses of $18.1 million consisting
         primarily  of bonus  and  option payments  to  certain employees  and
         certain   merger  fees  and  expenses,  which  were  charged  to  the
         Predecessor's operations in the nine month period ended September 30,
         1992.

    (d)  Holdings  and the Company file a consolidated U.S. federal income tax
         return.   The  Company operates  under a  tax sharing  agreement with
         Holdings  whereby the  Company's  aggregate income  tax liability  is
         calculated   as  if  it  filed   a  separate  tax   return  with  its
         subsidiaries.

    (e)  During  1995, Successor  recognized an  extraordinary charge  of $3.0
         million, net of applicable tax benefit, representing the write-off of
         unamortized debt  issuance costs  associated with the  termination of
         the  Company's  former  credit  agreement.   During  1993,  Successor
         recognized extraordinary  charges of $3.1 million,  net of applicable
         tax benefit, representing the  write-off of unamortized debt issuance
         costs associated with  the termination of  the Company's term  credit
         facility  under its former credit agreement, and $0.3 million, net of
         applicable  tax benefit, representing the net loss resulting from the
         redemption of  the 12  3/8% Senior  Subordinated Debentures due  2000
         (the "Debenture Repurchases").  During 1992 and 1991 Predecessor made
         Debenture Repurchases which had a carrying value of $13.8 million and
         $42.0  million,  respectively.   The  net loss  resulting  from these
         repurchases, which includes the write-off of a portion of unamortized
         debt issuance costs, was reflected as an extraordinary charge of $0.1
         million  and $1.5 million, net  of applicable income  tax benefit for
         Predecessor during 1992 and 1991, respectively.

    (f)  For  purposes of this computation,  earnings consist of income before
         income taxes  plus fixed  charges  (excluding capitalized  interest).
         Fixed  charges  consist  of  interest  on  indebtedness    (including
         capitalized interest and amortization of deferred financing fees) 

                                        16<PAGE>


         plus  that  portion of  lease  rental expense  representative  of the
         interest  factor (deemed to be  one-third of lease  rental expense). 
         Earnings of the Successor were insufficient to cover fixed charges by
         the amount of $7.1 million for the three month period ended  December
         31, 1992.

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

    INTRODUCTION

         The  Company  is  engaged in  one  principal  line  of business,  the
    development, production and  marketing of electrical wire and cable.   The
    Company's principal  products  are:   building wire  for the  construction
    industry;  magnet  wire  for  electromechanical  devices  such as  motors,
    transformers and  electrical controls; voice  and data communication wire;
    wire for automotive and appliance applications; industrial  wire and cable
    products; and insulation products for the electrical industry.  See  "Item
    1. Business Product Lines" for total sales  by each major product line for
    the years ended 1995, 1994 and 1993.

    RESULTS OF OPERATIONS

    1995 COMPARED WITH 1994

         Net sales for  1995 were $1,201.7 million or  19.0% higher than 1994,
    reflecting primarily a marked increase in product prices and higher  sales
    from the  Company's distribution  business as it relates  to the  acquired
    distribution operations.   See "Item 1.  Business Sector Operations Magnet
    Wire  and  Insulation   Sector"  and  "Liquidity,  Capital  Resources  and
    Financial   Condition"  under  this  caption.     Sales  volumes  in  1995
    approximated  those  experienced  in  1994.   Higher  product  prices were
    essentially  the result  of  a  significant increase  in  copper costs the
    Company's principal  raw material.   Average COMEX copper  prices in  1995
    rose approximately 25% from 1994 and, notwithstanding the magnitude of the
    price  increase,  were generally  passed on  to customers  through product
    pricing, as is customary in the Company's  business.  For a discussion  of
    the   Company's  practices   with  respect   to  the   purchase,  internal
    distribution  and processing  of copper,  see  "Item  1.   Business Metals
    Operations."   Also see "General Economic  Conditions and Inflation" under
    this caption.

         Sales   for  the   Magnet  Wire   and  Insulation   Sector  increased
    approximately 33%  over 1994, driven  by higher  copper prices,  increased
    distribution sales attributable to the acquired distribution operations in
    the amount of approximately $24.0 million, improved pricing and growth  in
    sales volumes.   Magnet  wire sales volumes and  product pricing  improved
    during  1995 due  to  increased demand  for its  magnet  wire products  by
    distributors  and original  equipment manufacturers.   Communication voice
    and data wire sales in  1995 also improved approximately 49% over 1994 due
    to  higher copper prices  and domestic sales volumes  and to strengthening
    product prices.  Export sales were essentially flat between 1995 and 1994.
    The Company believes that communication wire pricing  has strengthened due
    to sharply higher  demand for copper communication  wire products  coupled
    with a  recent decline  in industry manufacturing capacity.   The  Company
    cannot,  however,  provide  assurances that  such  favorable communication
    market  conditions will continue  in 1996.  The  Company's automotive wire
    sales volume in 1995 was also up over 1994 by approximately 8%, although  

                                        17<PAGE>


    North American new car and light truck sales volume increased just over 2%
    in 1995.   This  improvement in sales  volume was  the result  of a marked
    increase  in sales to other  automotive accounts and,  to a lesser degree,
    improved sales to the Company's principal automotive wire customer, United
    Technologies  Automotive  Group ("UTA").    See  "Item  1. Business Sector
    Operations."  Building wire sales in 1995 increased approximately 4%  over
    1994 reflecting a combination of higher copper prices, lower sales volumes
    and a steep decline  in product  pricing.  Building  wire product  pricing
    (without  regard to  copper costs)  declined materially,  and to  a lesser
    extent sales  volumes, due  to very  competitive market conditions  caused
    primarily by  excess industry capacity.   It is the Company s  belief that
    although  the overall  building  wire market  is  expected  to  experience
    continued  growth  in  the  near  term,  there  can  be  no  assurance the
    competitive market conditions currently present will not continue in 1996.

         Cost  of goods  sold increased 21.7%  in 1995 compared  with 1994 due
    primarily  to  increased copper  and other  material  costs  and increased
    distribution  cost  of sales  attributable  to  the  acquired distribution
    operations.  The Company's cost of goods sold as a percentage of net sales
    was 85.8%  and 83.8% in  1995 and 1994,  respectively.  The  cost of goods
    sold percentage in 1995 was unfavorable compared to 1994 due  primarily to
    substantially  higher copper  prices and  declining building  wire product
    pricing  partially  offset by  lower  manufacturing  costs  resulting from
    continued  capital investments  and  higher manufacturing  volumes  in the
    communication and automotive business units.

         Selling and  administrative expenses  in 1995 were  9.5% higher  than
    1994  due primarily  to  increased overhead  expenses attributable  to the
    acquired  distribution  operations in  the  amount  of  approximately $5.1
    million and to increased sales commissions associated with higher sales.

         Interest  expense in 1995 was 41.8% higher than in 1994 due primarily
    to  additional borrowings  under the  Company's  new credit  facilities to
    effect  the  redemption (the  "Redemption")  on  May 15,  1995  of  all of
    Holdings'   outstanding   Senior   Discount  Debentures   due   2004  (the
    "Debentures").     See  "Liquidity,   Capital   Resources  and   Financial
    Condition"under  this  caption.    The  Company's  average  interest  rate
    decreased from 10.4% in 1994 to 9.4% in 1995 due to the Redemption.

         Other expense consists primarily of write-offs related to fixed asset
    disposals occurring in the normal course of business.

         Income tax expense was  46.7% of pretax income in  1995 compared with
    42.9% in 1994.   The effective income  tax rate of  the Company is  higher
    than  the  approximate statutory  rate  of 40%  due to  the effect  of the
    amortization of  excess of  cost over  net assets  acquired  which is  not
    deductible for income tax purposes.  

         The Company  recorded net income of  $19.5 and $30.2  million in 1995
    and 1994, respectively.  The 1995 results include an extraordinary  charge
    of $3.0  million ($5.0  million  before applicable  tax benefit)  for  the
    write-off of unamortized debt issuance costs associated with the Company s
    former credit agreement.

    1994 COMPARED WITH 1993

         Net sales for 1994  were $1,010.1 million or 16.3% higher  than 1993,
    reflecting product price increases,  higher sales volumes and the 

                                        18<PAGE>


    inclusion of Interstate Industries'  sales.  Sales volumes in 1994 were at
    record  levels for  the  third  straight year,  exceeding the  1993  sales
    volumes  by approximately 6.9%.   The Company believes  the improved sales
    volumes resulted from increased demand for wire products within the served
    markets which  was partially  attributable  to a  growing economy  and  to
    increased usage of the Company's wire in end products, especially as these
    factors  affected the  markets served  by the  Magnet Wire  and Insulation
    Sector.  Higher product prices reflected a marked increase in copper costs
    and improved  product pricing.    Copper is  the Company's  principal  raw
    material.  The 1994 average COMEX copper  price rose 23.9% from 1993  and,
    notwithstanding the  magnitude of  the price  increase, copper  costs were
    generally passed on to customers through product pricing, as is  customary
    in the Company's  business.  For  a discussion of the  Company's practices
    with respect  to  the purchase,  internal distribution  and processing  of
    copper,  see "Item  1.  Business Metals  Operations."   Also  see "General
    Economic Conditions and Inflation" under this caption.

         Sales  for the Magnet Wire and Insulation Sector increased 24.1% over
    1993, driven by a 21.8% growth in sales volumes  and higher copper prices,
    partially  offset by a  higher proportion of customer-owned  copper in the
    division's  sales mix.   Customer-owned copper  refers to  instances where
    certain  customers provide  their  own  purchased copper  for use  in  the
    Company's  wire production; the Company s sales to these customers include
    only a value-added component.  Improved sales volumes were attributable to
    increased demand  for magnet  wire products  in  the automotive,  electric
    motor and transformer markets as well as increased sales to  distributors.
    Building wire sales  increased 17.4% compared to 1993, due  principally to
    higher  copper  prices  and improved  product  pricing.   Increased demand
    within the building wire market contributed to reduced competitive pricing
    pressures which had adversely impacted this market in 1993.  Building wire
    sales volumes were comparable to 1993.  Automotive wire volumes  increased
    approximately  12.9% from  1993 due  to a strengthening  automotive market
    (new  car  and  light  truck  sales  volumes  in  the  United  States  was
    approximately 10% higher  in 1994 than 1993),  and the addition of several
    new customers.  Interstate Industries provided approximately $14.0 million
    of additional sales  in 1994.  Communication wire sales  volumes decreased
    19.1%  from 1993  resulting  from a  46.6% decline  in  export sales,  due
    primarily  to  increased  pricing  pressures   from  foreign  competitors,
    partially  offset by an  8.8% improvement  in domestic  communication wire
    sales.

         Cost of goods  sold increased 13.5%  in 1994 compared  with 1993  due
    primarily  to  increased  copper  and  other  material costs  (essentially
    resins),   higher sales volumes  and inclusion  of Interstate  Industries,
    partially offset by a change in product mix.  The Company's cost  of goods
    sold as a  percentage of net sales was 83.8%  and 85.8% in 1994  and 1993,
    respectively.  The cost of  goods sold percentage in 1994 was favorable to
    1993  due primarily to  improved product  pricing and  lower manufacturing
    costs   resulting   from  continued   capital   investments   and   higher
    manufacturing volumes.

         Selling and administrative  expenses in 1994  were 12.8% higher  than
    1993 due primarily to increased  sales commissions attributable to  higher
    sales,   inclusion   of  Interstate   Industries   and  higher   incentive
    compensation accruals related to  improved 1994 operating results.   These
    expenses were partially offset,  however, by lower amortization charges in
    1994 due to the expiration in February 1993 of a non-compete agreement


                                        19<PAGE>


    with  UTC.   Amortization charges,  in the  amount  of $1.1  million, were
    recorded in 1993 in connection with this non-compete agreement.

         Interest expense in  1994 was 2.7% below 1993  due primarily to lower
    deferred  debt amortization  charges and  a reduction in  weighted average
    debt outstanding, partially offset by an increase in the Company's average
    interest  rate from  9.7% to  10.4%.   Deferred debt  amortization charges
    decreased from 1993 due primarily to the repayment in May 1993 of the term
    loans (the  "Term Credit")  under  the credit  agreement entered  into  in
    September 1992 (the "Credit Agreement") and the redemption in June 1993 of
    the 12  3/8% Senior  Subordinated Debentures due  2000 (the "Debentures"),
    partially offset by the May 1993 issuance of the 10% Senior Notes due 2003
    (the "Senior Notes").   The decrease in weighted average  debt outstanding
    resulted  primarily from reduced  usage of the Company's  revolving credit
    facility  during 1994 compared to 1993.  The  increase in average interest
    rate reflected the  higher rate  of interest payable on  the Senior  Notes
    compared with  the rate of interest  on the Term  Credit, which was repaid
    from  the sale  of  the Senior  Notes,  partially offset  by the  rate  of
    interest on the Debentures, which were also redeemed.

         Other expense consists primarily of write-offs related to fixed asset
    disposals occurring in the normal course of business.

         Income tax expense was  42.9% of pretax income in 1994  compared with
    58.2% in 1993.   The effective  income tax rate  of the Company is  higher
    than  the approximate  statutory rate  of  40% due  to  the effect  of the
    amortization  of excess  of  cost over  net assets  acquired which  is not
    deductible for income  tax purposes.  With  respect to the Omnibus  Budget
    Reconciliation Act of 1993 ("OBRA 1993"), the Company's 1993 tax  balances
    were adjusted to reflect the new  federal statutory tax rate of 35%.   The
    adjustment  increased income tax expense by  approximately $2.3 million in
    1993 or 10.0% of pretax income.

         The Company recorded net income of  $30.2 million in 1994 as compared
    to  net  income  of $6.0  million  in  1993.    The  1993  results include
    extraordinary charges of $3.4 million ($5.5 million before applicable  tax
    benefits) associated with the repayment of the Term Credit and  redemption
    of the Debentures.

    LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL CONDITION

         The  Company's financial  position at  December 31,  1995 was  highly
    leveraged.  The Company's aggregate notes payable to banks plus  long-term
    debt was $424.5  million and its stockholder's equity was  $114.7 million.
    The resulting ratio  of debt to stockholder's equity of  approximately 3.7
    to 1  compares to a  ratio of 0.6  to 1  at December  31, 1994  reflecting
    additional borrowings under the  Company's new credit facilities to effect
    the Redemption of the Debentures on May 15, 1995 as discussed below.

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

                                        20<PAGE>


    that its  usual sources of liquidity  will be sufficient  to enable  it to
    meet its cash requirements for working capital, capital expenditures, debt
    repayments,  interest and  taxes for 1996.   As of December  31, 1995, the
    Company  was  in  compliance  with  all  covenants  under  the  agreements
    governing their outstanding indebtedness and was servicing their cash debt
    obligations out of operating cash flow.

         In April 1995, in connection with the Redemption  of all of Holdings'
    outstanding Debentures at  their principal amount of  $272.9 million,  the
    Company  terminated  its previous  credit  agreement  (the  "Former Credit
    Agreement") and entered into  three new facilities:  (i) a $260.0  million
    revolving credit  agreement, dated as  of April 12, 1995 by  and among the
    Company, Holdings, the  lenders named therein and Chemical Bank,  as agent
    (the  "Revolving Credit Agreement"); (ii) a $60.0 million senior unsecured
    note  agreement, dated  as of  April 12,  1995 by  and among  the Company,
    Holdings,  as guarantor, the  lenders named therein and  Chemical Bank, as
    administrative agent (the "Term Loan", together with  the Revolving Credit
    Agreement, the  "Credit Facilities"); and (iii) a  $25.0 million agreement
    and lease dated as of April 12, 1995 by and between the Company and Mellon
    Financial Services Corporation #3  (the "Sale and Leaseback Agreement" and
    together  with the Credit  Facilities the "New Company  Facilities").  The
    Company recognized an  extraordinary charge of approximately $3.0 million,
    net of applicable  tax benefit, in the second  quarter 1995 for the write-
    off  of   unamortized  deferred  debt  expense   in  connection  with  the
    termination of the Former Credit Agreement.   Holdings is a party to  each
    of the  Credit Facilities  and has  guaranteed the  Company's  obligations
    under  the   Revolving  Credit  Agreement.    Holdings   has  secured  its
    obligations pursuant to the guarantee of the Revolving Credit Agreement by
    a pledge of  all of the outstanding  stock of the  Company to the  lending
    banks.

         On May 12, 1995 the Company borrowed the full amounts available under
    the  Term Loan and  Sale and  Leaseback Agreement.  These  funds, together
    with available cash  and borrowings under the  Revolving Credit Agreement,
    were  paid to Holdings in the form of a cash dividend ($238.8 million) and
    repayment  of  a  portion  of an  intercompany  liability ($34.1  million)
    totaling  $272.9 million.    Holdings  applied such  funds to  effect  the
    redemption of its Debentures, at 100% of their principal amount of  $272.9
    million, on May 15, 1995.

         The Revolving Credit Agreement  provides for up to $260.0  million in
    revolving loans,  subject to specified percentages  of eligible assets and
    also provides a $25.0 million letter of credit subfacility.  The Company's
    ability  to borrow under  the Revolving Credit Agreement  is restricted by
    the  financial covenants contained  therein as well as  those contained in
    the Term  Loan and  certain  debt limitation  covenants contained  in  the
    indenture under which the 10% Senior  Notes due 2003 (the  "Senior Notes")
    were issued (the "Senior Note Indenture").  The Revolving Credit Agreement
    terminates five  years from its effective  date of  April 12,  1995.   The
    Revolving Credit Agreement  loans bear floating rates of interest,  at the
    Company's  option,  at  bank  prime  plus  1.25%  or  a  reserve  adjusted
    Eurodollar rate (LIBOR) plus  2.25%.  The  effective interest rate can  be
    reduced  by 0.25% to  1.25% if certain specified  financial conditions are
    achieved.   Commitment fees during the revolving loan period  are .375% or
    0.5%  of the average  daily unused  portion of the available  credit based
    upon certain specified financial conditions.



                                        21<PAGE>


         The Term Loan provides an aggregate  $60.0 million in term loans, and
    is to be repaid in  20 equal quarterly installments, subject to the loan's
    excess cash provision, beginning August 15, 1995  and ending May 15, 2000.
    The Term Loan bears floating rates of interest at bank prime plus 2.75% or
    a reserve  adjusted Eurodollar  rate (LIBOR)  plus 3.75%.   The Term  Loan
    requires 50%  of  excess  cash, as  defined,  to  be applied  against  the
    outstanding term loan  balance.  The excess  cash calculation for the year
    ended December 31, 1995,  requires the Company  to repay $12.4 million  of
    the term loan  on or before  April 15, 1996.   After the 1996 excess  cash
    repayment, the  remaining principal  payments  will be  made in  17  equal
    quarterly  installments of $2.3  million.  Amounts repaid  with respect to
    the excess cash provision may not be reborrowed.  

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

         The Revolving Credit Agreement restricts incurrence  of indebtedness,
    liens, guarantees, mergers, sales of assets, lease obligations, payment of
    dividends,   capital  expenditures  and  investments   and,  with  certain
    exceptions, limits prepayment of indebtedness, including the Senior Notes,
    and early  redemption of Holdings'  outstanding Series B Preferred  Stock.
    Transactions  with  affiliates  are  also  restricted  subject to  certain
    exceptions.  The Term  Loan and the  Senior Note Indenture prohibit,  with
    certain  exceptions,  the  incurrence  by  the  Company  of   any  secured
    indebtedness unless such indebtedness is equally and ratably secured.  The
    failure  by Holdings  or the Company  to comply with any  of the foregoing
    covenants,  if such failure is not  timely cured or waived,  could lead to
    acceleration of the indebtedness covered  by the applicable agreement  and
    to  cross-defaults and  cross-acceleration  of other  indebtedness  of the
    Company.

         The Company also has  uncommitted bank lines of credit  which provide
    unsecured borrowings for  working capital of up  to $25.0 million of which
    $11.8 million was outstanding  at December 31,  1995 and denoted as  notes
    payable  to banks  in the  Consolidated Balance  Sheets.   These lines  of
    credit bear interest at rates subject to agreement between the Company and
    the lending banks.  At  December 31, 1995, such rates of interest averaged
    6.7%.

         The Company  has purchased interest  rate cap protection  through May
    15, 1997 with  respect to  $150.0 million  of debt with a  strike rate  of
    10.0% (three month LIBOR).

         Net  cash provided by operating activities in 1995 was $55.7 million,
    compared to $37.1 million during the same period in 1994.  The increase in
    cash  provided  by  operating  activities  was  primarily attributable  to
    reduced growth in accounts receivable,  a higher level of accounts payable
    and  a reduction in other assets  partially offset by the  reduction of an
    intercompany liability with Holdings.  Holdings used the repayment of  the
    intercompany liability  to  fund  part  of  its  Debenture  Redemption  as
    discussed above.  Accounts payable increased during 1995 due to a more 

                                        22<PAGE>


    active working  capital management program while other assets declined due
    to the collection in 1995 of a 1994 miscellaneous receivable.  

         Capital  expenditures of $28.6 million in 1995 were $1.6 million less
    than in 1994.  In  1995, approximately $8.9 million was invested in magnet
    wire  ovens   to  improve  product   quality  and  increase  manufacturing
    productivity and approximately $4.9 million was invested in the industrial
    wire business unit  for new equipment to improve quality  and productivity
    and, to  a lesser degree, expand  capacity.  Capital  expenditures in 1996
    are  expected to be approximately 20%-25%  below 1995 and will  be used to
    complete modernization  projects, expand capacity,  enhance efficiency and
    ensure continued compliance with  regulatory requirements.   At   December
    31, 1995, approximately $4.6 million was committed to outside vendors  for
    capital expenditures.  The Credit Facilities impose limitations on capital
    expenditures,  business acquisitions  and investments.   On  September 29,
    1995,  the  Company  acquired  from Avnet,  Inc.  certain  assets  of  its
    distribution operations, which  became part of MWIS' national distribution
    business  unit upon consummation  of the asset purchase.   The acquisition
    consisted  primarily of  inventory  and some  fixed assets  which totalled
    approximately $24.9  million, subject to  final inventory adjustments, and
    was financed from proceeds received under  the Revolving Credit Agreement.
    Future  cash requirements of  this operation are expected  to be satisfied
    through  the  Company's traditional  sources  of  liquidity  as previously
    discussed.

         Regarding  long-term  liquidity   issues,  capital  expenditures  are
    anticipated to be  at or  below historical levels while  the Senior  Notes
    mature in  2003 and are expected  to be replaced  by similar  financing at
    that  time.   The terms  of  the Sale  and  Leaseback Agreement  include a
    balloon  payment of  $8.1 million in  2002.  The Company  expects that its
    traditional sources of liquidity will enable it to meet its long-term cash
    requirements  for  working  capital,  capital  expenditures, interest  and
    taxes,  as well as its debt repayment obligations under both the Term Loan
    and the Sale and Leaseback Agreement.

         The  Company's operations involve  the use, disposal  and clean-up of
    certain  substances regulated  under environmental  protection laws.   The
    Company  has   accrued  $0.7  million   for  expected  environmental  site
    remediation  and  restoration  costs.    The   accruals  were  based  upon
    management's best estimate of the Company's exposure in light of  relevant
    available  information including the allocations and remedies set forth in
    applicable consent  decrees, third  party estimates  of remediation costs,
    the estimated  ability of  other potentially  responsible  parties to  pay
    their  proportionate share of  remediation costs, the nature  of each site
    and the  number of  participating parties.   Subject to  the difficulty in
    estimating future environmental costs, the Company expects that any sum it
    may have to pay in  connection with environmental matters in excess of the
    amounts  recorded or disclosed will not have a  material adverse effect on
    its financial position, results of operations or cash flows.  See "Item 3.
    Legal Proceedings"  for further discussion  of the Company's environmental
    liabilities.

    CONSIDERATIONS RELATING TO HOLDINGS' CASH OBLIGATIONS

         Holdings is a holding company with no operations and has virtually no
    assets other  than its  ownership of the  outstanding common  stock of the
    Company.  All of such stock is  pledged, however, to the lenders under the
    Revolving Credit Agreement.  Accordingly, Holdings' ability to meet its 

                                        23<PAGE>


    obligations when due under the terms of its indebtedness will be dependent
    on the Company's ability  to pay dividends, to  loan, or otherwise advance
    or transfer funds  to Holdings in amounts sufficient to  service Holdings'
    obligations.

         The  Company  expects  that it  may  make  certain  cash payments  to
    Holdings from  time to  time to the  extent cash  is available  and to the
    extent it  is permitted under the  terms of the  Credit Facilities and the
    Senior Note Indenture.  Such payments may include  (i) an amount necessary
    under the tax sharing agreement between the Company and Holdings to enable
    Holdings to  pay the Company's taxes  as if computed on  an unconsolidated
    basis; (ii) an annual management fee to an affiliate of BHLP of up to $1.0
    million; (iii)  amounts necessary  to repurchase  management stockholders'
    shares of Holdings'  common stock under certain specified  conditions; and
    (iv) other amounts to meet ongoing expenses of Holdings  (such amounts are
    considered to  be  immaterial both  individually  and  in  the  aggregate,
    however,  because Holdings has no  operations, other  than those conducted
    through the Company, or  employees).  To the extent the Company  makes any
    such payments, it will do so out of operating  cash flow, borrowings under
    the Revolving Credit Agreement or  other sources of funds it may obtain in
    the future  and only to  the extent such payments are  permitted under the
    terms of the Credit Facilities and the Senior Note Indenture.

         At December  31, 1995, Holdings  had outstanding 2,033,782  shares of
    15%  Series   B  Cumulative   Redeemable  Exchangeable   Preferred  Stock,
    Liquidation  Preference $25 Per Share,  (the "Series  B Preferred Stock").
    The aggregate liquidation  preference of the Series B Preferred  Stock was
    $50.8  million at  December 31,  1995.   The Series  B Preferred  Stock is
    subject to mandatory  redemption on September 30, 2004.   At the option of
    Holdings,  the Series B Preferred Stock may be redeemed at a percentage of
    liquidation preference declining  from 107.5% beginning September 30, 1995
    to  100%  beginning  September  30,  1998,  plus  accumulated  and  unpaid
    dividends.  The Revolving Credit Agreement permits the optional redemption
    of the Series B Preferred Stock only out of proceeds of a Holdings primary
    offering  (public  or  private)  of  common  stock,  or  in  exchange  for
    debentures  with terms similar to those of the Series B Preferred Stock or
    in exchange for other preferred stock on terms no  more onerous than those
    presently existing.  In order to redeem the Series B Preferred Stock under
    the terms  of the Senior Note Indenture, Holdings would be required, among
    other things,  to seek the consent  of the  holders of  the Senior  Notes,
    refinance the Senior Notes after  they become redeemable in  May, 1998, or
    obtain funds through the sale of equity securities.

         Dividends on the  Series B Preferred Stock are payable quarterly at a
    rate of  15.0% per annum.   Dividends accruing on or  before September 30,
    1998 may, at  the option of Holdings, be paid  in cash, paid in additional
    shares  of  Series  B  Preferred Stock  or  in  any  combination  thereof.
    Dividends on  the Series  B Preferred Stock accruing  after September  30,
    1998 must be paid in cash.  Holdings does not expect to pay cash dividends
    on or prior to September 30, 1998.  Each of the Credit Facilities  and the
    Senior Note Indenture restricts the payment of cash to Holdings.  In order
    to make cash dividend payments on the  Series B Preferred Stock under  the
    terms  of the  Senior Note  indenture, Holdings  would be  required, among
    other things,  to seek  the consent  of the holders of  the Senior  Notes,
    refinance the Senior Notes  after they become redeemable in May, 1998,  or
    obtain funds through the sale of equity securities.



                                        24<PAGE>


         In  October 1995,  Holdings filed  with the  Securities  and Exchange
    Commission a registration  statement for   an offer  to exchange  an equal
    number of Series B Cumulative Redeemable  Exchangeable Preferred Stock for
    all  outstanding shares  of  Series A  Cumulative  Redeemable Exchangeable
    Preferred Stock due  2004 (the "Series A Preferred  Stock").  The terms of
    the  Series A  Preferred  Stock  and  the  Series  B Preferred  Stock  are
    identical  in   all  material   respects,  except   for  certain  transfer
    restrictions relating to the Series  A Preferred Stock.   The exchange was
    concluded  in  December  1995  for all  outstanding  shares  of  Series  A
    Preferred Stock.

    DERIVATIVE FINANCIAL INSTRUMENTS

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

    GENERAL ECONOMIC CONDITIONS AND INFLATION

         The Company  faces various economic  risks ranging  from an  economic
    downturn  adversely  impacting the  Company's  primary  markets  to marked
    fluctuations in copper  prices.  In the short-term, pronounced  changes in
    the price of copper tend  to affect gross profits within the building wire
    product line because  such changes affect raw material costs  more quickly
    than  those changes  can  be reflected  in  the pricing  of  building wire
    products.  In the long-term,  however, copper price changes have not had a
    material adverse  effect on  gross profits because  cost changes generally
    have been passed through to customers over time.  In addition, the Company
    believes  that its sensitivity to downturns in its primary markets is less
    significant than  it might otherwise  be due to its  diverse customer base
    and its strategy  of attempting  to match  its copper  purchases with  its
    needs.   The  Company cannot  predict either  the continuation  of current
    economic conditions or future results of its operations in light thereof.
      
         The  Company  believes  that  it  is  not  particularly  affected  by
    inflation except  to the  extent that  the economy  in general  is thereby
    affected.  Should  inflationary pressures drive costs  higher, the Company
    believes that  general industry competitive  price increases would sustain
    operating results, although there  can be no assurance  that this will  be
    the case.




                                        25<PAGE>


    ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                          INDEX TO FINANCIAL STATEMENTS

           Report of Independent Auditors   . . . . . . . . . . . . . .  F-1

           Consolidated Balance Sheets:
               As of December 31, 1995 and 1994   . . . . . . . . . . .  F-2

           Consolidated Statements of Operations:
               For each of the three years in the period 
               ended December 31, 1995  . . . . . . . . . . . . . . . .  F-3

           Consolidated Statements of Cash Flows:
               For each of the three years in the period
               ended December 31, 1995  . . . . . . . . . . . . . . . .  F-4

           Notes to Consolidated Financial Statements   . . . . . . . .  F-5

                      INDEX TO FINANCIAL STATEMENT SCHEDULES

    II.    Valuation and Qualifying Accounts  . . . . . . . . . . . . .  S-1

           All  other  schedules  have  been  omitted  because  they  are  not
    applicable or not required or because the required information is included
    in the consolidated financial statements or notes thereto. 

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

           Not applicable.




























                                        26<PAGE>


                                     PART III

    ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT



         The following  table sets forth information  concerning the Directors
    and Executive Officers of the Company:

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

    Steven R. Abbott     48   President and Chief Executive Officer; 
                              Director (Chairman)
    Robert J. Faucher    51   Executive Vice President; Director
    Robert D. Lindsay    41   Director
    Charles W. McGregor  54   President - Magnet Wire and Insulation Sector;
                              Director
    David A. Owen        50   Executive Vice President and 
                              Chief Financial Officer; Director
    Ward W. Woods        53   Director


         Mr. Abbott has been a director since 1988.  Messrs. Lindsay and Woods
    became directors of the Company in 1992.  Messrs.  Owen and Faucher became
    directors in  1993 and  Mr. McGregor  was elected  as a  director in April
    1994.   Directors of the  Company are elected annually to  serve until the
    next  annual  meeting  of  stockholders of  the  Company  or  until  their
    successors  have  been elected  or  appointed  and  qualified.   Executive
    officers are  appointed by, and  serve at the discretion of,  the Board of
    Directors of the Company.

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

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

         Mr.  Lindsay is the sole  shareholder and president  of a corporation
    which is  a manager  of a  limited liability company that  is the  general
    partner of  BHLP.  Mr. Lindsay  is the sole  shareholder of  a corporation
    that  is  the general  partner  of the  partnership  which is  the general
    partner of BCP.  He is also the sole shareholder of corporations which are
    the general partners of the two  partnerships affiliated with BHLP and BCP
    to which  the Company and Holdings  paid the fees  described under Item 13
    below.    Mr.  Lindsay  was  Managing  Director  of  Bessemer   Securities
    Corporation ("BSC"), the  principal limited partner of BHLP and  BCP, from
    January 1991  to June  1993.   Prior  to joining  BSC, Mr.  Lindsay was  a
    Managing Director  in the  Merchant Banking Division of  Morgan Stanley  &
    Co.,  Incorporated.   He is  the Chairman  of Metropolitan  International,

                                        27<PAGE>


    Inc., and a  director of Stant Corporation and several  private companies.
    Mr. Lindsay is also a Director of Holdings.  

         Mr.  McGregor  was  appointed  President  of  the  Magnet  Wire   and
    Insulation Sector in September 1995.   He was President of the Magnet Wire
    and Insulation  Division from September  1993 to  September 1995.  He  was
    Director  of  Manufacturing for  the  Division  from 1987  to  1993.   Mr.
    McGregor has been employed by the Company since January 1970.

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

         Mr.  Woods is  the sole  shareholder and  president of  a corporation
    which  is the principal manager of a limited liability company that is the
    general  partner  of  BHLP.   Mr.  Woods  is the  sole  shareholder  of  a
    corporation that is the managing general partner of the partnership  which
    is the  general  partner of  BCP.   He  is also  the  sole shareholder  of
    corporations   which  are  the  managing  general   partners  of  the  two
    partnerships  affiliated  with  BHLP  and  BCP to  which  the  Company and
    Holdings  paid  the fees  described  under Item  13 below.   Mr.  Woods is
    President and  Chief  Executive Officer  of  BSC,  the  principal  limited
    partner of BHLP  and BCP.  Mr. Woods  joined BSC in 1989.   For ten  years
    prior  to joining BSC, Mr.  Woods was a senior partner  of Lazard Freres &
    Co.,  an investment  banking  firm.    He  is  chairman of  Overhead  Door
    Corporation and  Stant Corporation.   He  is a  director of  Boise Cascade
    Corporation,  Freeport-McMoran  Inc., McMoran  Oil  &  Gas  Co., Freeport-
    McMoran Copper & Gold, Inc., Graphic Controls Corporation, Kelly Oil & Gas
    Corporation and several private companies.  Mr. Woods is also  Chairman of
    the Board of Directors of Holdings.

    ITEM 11.  EXECUTIVE COMPENSATION

    COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

         The  directors  of  the  Company receive  no  compensation  for their
    service as  directors except for reimbursement  of expenses  incidental to
    attendance at meetings of the Board of Directors.  

         The following table  sets forth  the cash  and non-cash  compensation
    paid  by or  incurred on  behalf  of the  Company  to its  Chief Executive
    Officer and four other most highly compensated executive officers for each
    of the three years ended December 31, 1995.













                                        28<PAGE>



                            SUMMARY COMPENSATION TABLE

    <TABLE>
    <CAPTION>

                                                                   Long Term
                                                    Annual        Compensation
                                                 Compensation        Awards
                                              -----------------   ------------

                                                                   Number of
                                                                   Securities
                                                                   Underlying
                                                                    Options/      All Other
                                               Salary    Bonus        SARs      Compensation
          Name and Principal Position   Year    ($)       ($)       (#) (1)        ($) (2)
          ---------------------------   ----  -------   -------   ------------  ------------
          <S>                            <C>   <C>       <C>        <C>            <C>      

          Stanley C. Craft              1995   310,004   450,000    100,000        27,905   
           President and                1994   293,763   400,000    150,000        22,174   
           Chief Executive              1993   278,754   130,000     40,000        12,534   
           Officer (CEO) (3)                                                  

          Steven R. Abbott              1995   193,757   250,000     75,000        12,999   
           President - Wire             1994   182,502   200,000    120,000         8,306   
           and Cable Division           1993   172,500    72,000     25,000         8,599   

          Charles W. McGregor           1995   157,503   210,000     65,000         9,684   
           President - Magnet Wire      1994   132,504   165,000    100,000         7,787   
           and Insulation Division      1993   103,215    50,000     25,000         8,547   


          David A. Owen                 1995   157,503   185,000     50,000         8,120   
           Executive Vice President     1994   145,257   165,000    100,000         6,894   
           and Chief Financial          1993   132,682    53,000     25,000         6,312   
           Officer (CFO)
          Robert J. Faucher             1995   157,503   175,000     50,000        11,356   
           President - Engineered       1994   149,379   145,000    100,000         8,568   
           Products Division            1993   141,876    55,000     25,000         6,916   


    </TABLE>

    (1)  All awards are for options to purchase the number of shares of common
         stock of Holdings  indicated, provided, however,  that the number  of
         shares for which all  options are exercisable and the  exercise price
         therefor  may be reduced  by the  Board of  Directors of  Holdings in
         accordance  with  a  specified  formula.    (See  "Item  12. Security
         Ownership of Certain Beneficial Owners and Management.")

    (2)  All Other Compensation in  1995 consists of Company  contributions to
         the defined contribution and deferred compensation plans on behalf of
         the  executive officer and imputed income on excess Company-paid life
         insurance premiums.   The  following table identifies  and quantifies
         these amounts for the named executive officers:


                                        29<PAGE>


    <TABLE>
    <CAPTION>
                                    S.C. Craft  S.R. AbbottC.W. McGregor  D.A. Owen  R.J. Faucher
                                    ----------  ------------------------  ---------- ------------

    <S>                               <C>         <C>          <C>          <C>          <C>     
    Company matching under the
      defined contribution and
      deferred compensation plans     $22,800     $11,831      $8,089       $7,202       $9,837  

    Imputed income on excess
      life insurance premiums           5,105       1,168       1,595          918        1,519  
                                     --------    --------    --------     --------     --------  

         Total                        $27,905     $12,999      $9,684       $8,120      $11,356  
                                     ========    ========    ========     ========      =======  
    </TABLE>

    (3)  Mr.  Craft served  as President  and Chief  Executive Officer  of the
         Company from October 1992 until February 26, 1996.


                      OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
    <TABLE>
    <CAPTION>
                                                                             Potential Realizable
                                                                               Value at Assumed
                                                                             Annual Rates of Stock
                                                                              Price Appreciation
                               Individual Grants                              for Option Term (2)
    ------------------------------------------------------------------------ ---------------------
                          Number of
                          Securities    % of Total
                          Underlying   Options/SARs
                         Options/SARs   Granted to   Exercise or
                           Granted     Employees in  Base Price   Expiration
            Name           (#) (1)     Fiscal Year     ($/Sh)        Date      5% ($)    10% ($)
    ------------------- ------------- ------------- ------------  ---------- ---------- ----------

    <S>                    <C>             <C>          <C>        <C>         <C>        <C>
    Stanley C. Craft       100,000         13.3         2.86       1/01/06    179,711    455,423
    Steven R. Abbott        75,000         10.0         2.86       1/01/06    134,783    341,567
    Charles W. McGregor     65,000          8.7         2.86       1/01/06    116,812    296,025

    David A. Owen           50,000          6.7         2.86       1/01/06     89,856    227,712
    Robert J. Faucher       50,000          6.7         2.86       1/01/06     89,856    227,712

    </TABLE>

    (1)  In January  1996  options to  purchase  750,000 shares  of  Holdings'
         common  stock were  granted in  respect of  performance for  the year
         ended  December 31,  1995.   All such  options become  exercisable on
         January 1, 1999.






                                        30<PAGE>


    (2)  The potential realizable  value assumes a  per-share market price  at
         the time of the grant to  be approximately $2.86 with an assumed rate
         of appreciation of 5% and 10%, respectively,  compounded annually for
         10 years.

         The  following table details the December 31, 1995 year end estimated
    value  of each named  executive officer's unexercised stock  options.  All
    unexercised options are to purchase  the number of shares  of common stock
    of Holdings indicated,  provided, however, that the Board of  Directors of
    Holdings  may require that, in lieu  of the exercise of  any options, such
    options be  surrendered without  payment of the exercise  price, in  which
    case  the number of shares issuable upon exercise of such options shall be
    reduced by the  quotient of  (i) the aggregate  exercise price  that would
    have been otherwise payable divided by (ii) the amount paid for each share
    of Holdings' common  stock in the Merger (approximately $2.86  per share).
    See  "Item  12.  Security  Ownership  of  Certain  Beneficial  Owners  and
    Management."

             AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
                            YEAR-END OPTION/SAR VALUES
    <TABLE>
    <CAPTION>
                                                               Number of
                                                              Securities         Value of
                                                              Underlying      Unexercised In-
                                                              Unexercised        the-Money
                                                            Options/SARs at   Options/SARs at
                                                             Year-End (#)      Year-End ($)
                                                            Exercisable(E)/   Exercisable(E)/
                          Shares Acquired  Value Realized    Unexercisable     Unexercisable
            Name          on Exercise (#)        ($)            (U)(1)            (U)(2)
     -------------------  ---------------  --------------   ---------------  ----------------

     <S>                         <C>              <C>         <C>            <C>             
     Stanley C. Craft            -                -            583,000(E)     1,078,464(E)   
                                                               290,000(U)           -  (U)   

     Steven R. Abbott            -                -            273,000(E)       503,367(E)   
                                                               220,000(U)           -  (U)   

     Charles W. McGregor         -                -             45,500(E)        82,519(E)   
                                                               190,000(U)           -  (U)   
     David A. Owen               -                -             52,000(E)        93,844(E)   
                                                               175,000(U)           -  (U)   

     Robert J. Faucher           -                -            145,000(E)       260,598(E)   
                                                               175,000(U)           -  (U)   
    </TABLE>

    (1)  The  options to purchase Holdings' common stock granted in 1996, 1995
         and 1994 become exercisable three years  from the date of grant.  All
         other options granted  prior to  those issued in  1994 are  currently
         exercisable.






                                        31<PAGE>


    (2)  The estimated value of unexercised in-the-money stock options held at
         the   end  of  1995  assumes   a  per-share  fair   market  value  of
         approximately $2.86 and per-share exercise prices of  $1.00 and $1.25
         as applicable.

         Pension Plans.  The Company provides benefits under a defined benefit
    pension plan (the "Pension Plan")  and a supplemental executive retirement
    plan (the "SERP").   The following table illustrates the  estimated annual
    normal retirement  benefits  at age  65 that  will  be payable  under  the
    Pension Plan and SERP.


    <TABLE>
    <CAPTION>
                                   PENSION PLAN TABLE

                                               Years of Service
                         -----------------------------------------------------------
     Remuneration            15         20          25          30           35
     ------------            --         --          --          --           --
     <S>                 <C>        <C>          <C>         <C>         <C>        

     125,000             $ 28,125   $ 37,500     $ 46,875    $ 56,250    $ 65,625   
     150,000               33,750     45,000       56,250      67,500      78,750   

     175,000               39,375     52,500       65,625      78,750      91,875   
     200,000               45,000     60,000       75,000      90,000     105,000   

     225,000               50,625     67,500       84,375     101,250     118,125   
     250,000               56,250     75,000       93,750     112,500     131,250   

     300,000               67,500     90,000      112,500     135,000     157,500   
     400,000               90,000    120,000      150,000     180,000     210,000   

     450,000              101,250    135,000      168,750     202,500     236,250   
     500,000              112,500    150,000      187,500     225,000     262,500   

    </TABLE>

         The remuneration  utilized in calculating the  benefits payable under
    the plans is  the compensation reported in the Summary  Compensation Table
    under  the  captions   Salary  and  Bonus.    The  formula   utilizes  the
    remuneration for the five consecutive plan years within the ten  completed
    calendar  years preceding the participant's retirement  date that produces
    the highest final average earnings.

         As  of December  31, 1995,  the years  of credited service  under the
    Pension  Plan for  each of  the executive  officers  named in  the Summary
    Compensation Table were as follows:   Mr. Craft, twenty-six years and nine
    months; Mr. Abbott, twenty-six years and seven months; Mr. Owen,  nineteen
    years and eight months; Mr. McGregor, twenty-five years and eleven months;
    and Mr. Faucher, twenty-three years and six months.

         The  benefits listed  in  the Pension  Plan Table  are  based on  the
    formula in the Pension Plan using  a straight-life annuity and are subject
    to  an  offset  of  50% of  the  participant's  annual  unreduced  Primary
    Insurance  Amount  under  Social  Security.    In  addition, benefits  for


                                        32<PAGE>


    credited service for years  prior to 1974 are calculated using the formula
    in effect at that time and would reflect a lesser benefit than outlined in
    the Pension Plan Table  for those years.  Benefits under the  Pension Plan
    are also offset by benefits to which the participant is entitled under any
    defined  benefit plan of  UTC (other than accrued  benefits transferred to
    the Pension Plan).

    COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         Messrs.  Abbott,  Woods  and  Lindsay  constitute   the  Compensation
    Committee of  the Board  of Directors  of the  Company.   See footnote (2)
    under  the caption  "Item 12.  Security  Ownership  of Certain  Beneficial
    Owners and  Management"  for a  description of  the  relationship  between
    Messrs. Lindsay and Woods and BHLP and the information set forth under the
    caption "Item  13. Certain  Relationships and Related  Transactions" for a
    description  of certain transactions  between the Company and  BCP or BHLP
    and between Holdings and BCP or BHLP.

         Mr.  Lindsay and  Mr.  Woods are  also  members of  the  Compensation
    Committee of  the Holdings Board of  Directors.  The  other member of such
    committee is Mr. Gleberman.   Mr. Gleberman is a Partner of  Goldman Sachs
    The  Holdings Compensation  Committee fixes the  compensation paid  to the
    Company's executive officers,  based in part on the recommendation  of Mr.
    Abbott.  See the information set forth under the caption "Item 13. Certain
    Relationships  and  Related Transactions"  for  a  description  of certain
    transactions between  the Company  and  DLJ and  Goldman Sachs  and  their
    respective  affiliates.   The  Holdings  Compensation  Committee considers
    compensation of executive officers of the Company to the extent it is paid
    by or affects  Holdings, as is the case  when options to purchase Holdings
    stock are granted to executive officers of Holdings.

    ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         All of  the issued  and outstanding  common stock  of the  Company is
    owned beneficially and of  record by Holdings.   Holdings has pledged such
    stock  to the lenders under  the Revolving Credit  Agreement in support of
    its guarantee of the Company's obligations thereunder.  In  the event of a
    default by Holdings  of its obligations under such guarantee,  the lenders
    under  the Revolving Credit  Agreement could  exercise their  powers under
    such pledge and thereby obtain control of the Company.

         The  following table  sets  forth certain  information regarding  the
    beneficial ownership of the  common stock of Holdings  as of February  29,
    1996  by (i)  each beneficial  owner of  more than  5% of  the outstanding
    common stock  of Holdings, (ii)  each director of Holdings,  (iii) each of
    the named executive officers, (iv) all directors and executive officers of
    Holdings as a  group, and (v) all directors  and executive officers of the
    Company as  a group.   Certain  beneficial owners of the  common stock  of
    Holdings are parties to an Investors Shareholder Agreement, which provides
    restrictions  on the transferability  of Holdings' common stock  and other
    matters.    The  terms  of the  agreement  are  summarized  in  "Investors
    Shareholders Agreement" under this caption.







                                        33<PAGE>




    <TABLE>
    <CAPTION>
                                           Number of Shares               Percentage Ownership
                                           of Common Stock                 of Common Stock(1) 
                                -------------------------------------   -------------------------

                                   Sole         Shared                   Sole     Shared
                                  Voting        Voting                  Voting    Voting    Com-
         Name and Address         Power         Power       Combined     Power    Power     bined
         ----------------       ---------    -----------   ----------   ------    ------    -----
     <S>                        <C>          <C>            <C>           <C>    <C>        <C>  
     Bessemer Holdings,         24,496,331   6,384,848(3)   30,881,179    69.4%  16.3%(3)   79.0%
      L.P.(2)
       630 Fifth Avenue
       New York, NY 10111

     GS Capital Partners,        6,615,448            -      6,615,448    17.6      -       17.6 
      L.P.(4)
       85 Broad Street
       New York, NY 10004
     DLJ International           5,487,925            -      5,487,925    14.2      -       14.2 
      Partners, C.V.(5)
       140 Broadway
       New York, NY 10005

     Steven R. Abbott(6)                 -      543,000        543,000      -     1.5        1.5 
       1601 Wall Street
       Fort Wayne, IN 46802
     Robert J. Faucher(7)                -      307,977        307,977      -     0.9        0.9 
       1601 Wall Street
       Fort Wayne, IN  46802

     David A. Owen(8)                    -      106,828        106,828      -     0.3        0.3 
       1601 Wall Street
       Fort Wayne, IN  46802
     Charles W. McGregor(9)              -       62,246         62,246      -     0.2        0.2 
       1601 Wall Street
       Fort Wayne, IN  46802

     All directors and                   -   30,881,179     30,881,179       -   79.0       79.0 
       officers of Holdings
       as a group
       (6 persons)(10)
     All directors and                   -   30,881,179     30,881,179       -   79.0       79.0 
       officers of the
       Company as a group
       (6 persons)(11)

    </TABLE>

    (1)  Percentages have been calculated assuming, in the case of each person
         or  group  listed, the  exercise of  all  warrants and  options owned
         (which are exercisable within sixty days following February 29, 1996)
         by each such person or  group, respectively, but not the exercise  of
         any warrants or options owned by any other person or group listed.


                                        34<PAGE>


    (2)  BHLP  is a limited partnership the only  activity of which is to make
         private structured investments.  The  primary limited partner of BHLP
         is  BSC,  a  corporation  owned  by  trusts whose  beneficiaries  are
         descendants of Henry Phipps and charitable trusts established by such
         descendants.   Each  of  Messrs.  Woods  and  Lindsay,  directors  of
         Holdings, and Mr.  Michael B.  Rothfeld, is a  sole shareholder of  a
         corporation which is a manager of the limited liability company which
         is the  sole general partner of  BHLP.  In addition,  each of Messrs.
         Woods, Lindsay and Rothfeld are the sole shareholders of corporations
         which are the general partners of each of the partnerships affiliated
         with  BHLP and BCP, respectively,  to which the  Company and Holdings
         paid  the  fees described  under Item  13 below.    Mr. Woods  is the
         President and Chief Executive Officer of BSC.  Each of Messrs. Woods,
         Lindsay and Rothfeld disclaim  beneficial ownership of the shares  of
         common stock of Holdings owned or controlled by BHLP.

    (3)  Consists  of  (a)  all shares  of  common  stock  owned by  executive
         officers, employees, former employees and retirees of the Company and
         its  subsidiaries, or their respective  estates (a total of 2,635,498
         shares), which  shares are  subject  to a  proxy held  by BHLP  which
         provides that BHLP may  vote such shares on all  matters presented to
         stockholders other  than (i)  the sale or  merger of Holdings  or the
         Company; (ii)  any amendment to  the certificate of  incorporation of
         Holdings which would adversely  affect the terms of the  common stock
         and  (iii) the election of directors in  the event that BHLP does not
         include  at least  one member  of  management of  the Company  in its
         nominees for directors of Holdings and (b) all shares of common stock
         issuable  upon  exercise  of  options  held  by  executive  officers,
         employees  and retirees of the Company and its subsidiaries, or their
         respective  estates (a total of  3,749,350 shares).   Pursuant to the
         terms of  the applicable options agreements, the  aggregate number of
         shares  issuable upon exercise of  such options can  be reduced.  All
         shares issuable upon exercise of the foregoing options are subject to
         the proxy held by BHLP.

    (4)  Held by GS Capital Partners, L.P. (an affiliate of Goldman Sachs) and
         certain  of its  affiliates, and  includes 2,241,103  shares issuable
         upon exercise of warrants.

    (5)  Includes 3,425,635 shares issuable upon exercise of warrants held  by
         affiliates and employees of DLJ.

    (6)  Includes 273,000 shares issuable upon exercise of options held by Mr.
         Abbott which,  pursuant to the  applicable option  agreement, may  be
         reduced to  176,152 shares.  All  shares owned by Mr.  Abbott and all
         shares issuable to Mr. Abbott upon exercise of options are subject to
         the proxy described in footnote (3) above.

    (7)  Includes 145,000 shares issuable upon exercise of options held by Mr.
         Faucher which,  pursuant to the  applicable option agreement,  may be
         reduced to  91,196 shares.  All  shares owned by Mr.  Faucher and all
         shares issuable to Mr.  Faucher upon exercise of options  are subject
         to the proxy described in footnote (3) above.






                                        35<PAGE>


    (8)  Includes  52,000 shares issuable upon exercise of options held by Mr.
         Owen  which, pursuant  to  the applicable  option  agreement, may  be
         reduced  to 32,840  shares.   All shares  owned by  Mr. Owen  and all
         shares issuable to  Mr. Owen upon exercise of  options are subject to
         the proxy described in footnote (3) above.

    (9)  Includes  45,500 shares issuable upon exercise of options held by Mr.
         McGregor  which, pursuant to the applicable  option agreement, may be
         reduced to 28,877 shares.   All shares owned by Mr. McGregor  and all
         shares  issuable to Mr. McGregor upon exercise of options are subject
         to the proxy described in footnote (3) above.

    (10) Consists of (a) the 24,496,331 shares of  common stock owned by BHLP,
         which, together with the shares described in (b), (c)  and (d) below,
         may be deemed  to be beneficially owned by  Messrs. Woods and Lindsay
         (which  beneficial  ownership  is  disclaimed by  Messrs.  Woods  and
         Lindsay see  footnote (2) above), (b) 324,828  shares of common stock
         owned by the executive  officers of Holdings included in  this group,
         (c) 325,000  shares issuable  to the  executive officers of  Holdings
         included  in this group upon  exercise of options  which, pursuant to
         the  applicable option agreements,  may be reduced  and (d) 2,310,670
         shares  of common stock and 3,424,350 shares of common stock issuable
         upon exercise of options  (also subject to reduction) owned  by other
         employees,  former employees  and  retirees of  the  Company and  its
         subsidiaries, or their respective  estates.  All shares  described in
         (b), (c) and  (d) are subject to the proxy  described in footnote (3)
         above.

    (11) Consists  of (a)  24,496,331 shares  of common  stock owned  by BHLP,
         which, together with the shares described in (b),  (c) and (d) below,
         may be  deemed to be beneficially owned  by Messrs. Woods and Lindsay
         (which  beneficial  ownership  is  disclaimed by  Messrs.  Woods  and
         Lindsay see footnote (2)  above), (b) 504,551 shares  of common stock
         owned  by the other directors  and executive officers  of the Company
         included  in this  group, (c)  515,500 shares  issuable to  the other
         directors  and executive  officers of  the  Company included  in this
         group  upon exercise  of options  which, pursuant  to  the applicable
         option  agreements, may be reduced and (d) 2,130,947 shares of common
         stock  and 3,233,850 shares of common stock issuable upon exercise of
         options (also subject to reduction) owned by other employees,  former
         employees  and retirees of the Company and its subsidiaries, or their
         respective estates.   All shares described  in (b), (c)  and (d)  are
         subject to the proxy described in footnote (3) above.

    MANAGEMENT STOCKHOLDER AGREEMENTS

         The  members of  the  Company's management  who  are stockholders  of
    Holdings  (each  a   "Management  Stockholder")  are  parties  to  various
    agreements  pertaining to  their ownership of  Holdings' common  stock and
    options therefor.   Set forth below is a  summary of certain provisions of
    these agreements,  each of  which is  filed as an exhibit  to this  Annual
    Report.  Capitalized terms set forth  below and not otherwise defined have
    the meanings assigned thereto in the relevant agreements.

         Management  Stockholders  and  Registration Rights  Agreement.    The
    Management  Stockholders  and  Registration  Rights  Agreements  generally
    prohibit Management Stockholders  from transferring shares of common stock
    of Holdings  owned by them before  the earlier  of (i)  an initial  public

                                        36<PAGE>


    offering  by Holdings  (or  any  successor thereto)  (an "IPO")  and  (ii)
    October 9,  1996.   Thereafter, if any Management  Stockholder receives  a
    bona fide  offer to  purchase any  of his  common stock,  such  Management
    Stockholder may transfer such common stock only after offering such common
    stock first to Holdings and then, if not accepted by Holdings, to BHLP, in
    each case on the same terms and conditions as such bona fide offer.

         Any  Management Stockholder  who  retires from  the Company,  dies or
    becomes disabled  prior to the earlier  of (i) an IPO and  (ii) October 9,
    1996, will have a "put  right" for 90 days (180 days  in case of death) by
    which he, or his estate  may require Holdings to repurchase all his shares
    of  common stock of Holdings at a  price equal, at the option of Holdings,
    to  (i) the  higher of  (x) the  last price  paid by  BHLP, Holdings  or a
    Management  Stockholder for  shares of  common stock  of Holdings  and (y)
    approximately  $2.86 per share or (ii) the fair market value of the shares
    of common stock  of Holdings as determined by an independent  appraiser or
    investment banking  firm selected  by the Board of  Directors of  Holdings
    (the  value determined  pursuant to  clause (i)  or  (ii) being  the "Fair
    Market Value").  Holdings  will be required  to repurchase such shares  at
    such price,  unless such  repurchase would violate any  applicable law  or
    regulation or any agreement pursuant to which Holdings incurred any  debt,
    in which  case Holdings  may defer such repurchase  until such  repurchase
    would no longer result in any  such violation.  Holdings will have a "call
    right" for 365 days by which it can repurchase, at Fair  Market Value, any
    or  all  of  the shares  of  common stock  of  Holdings  belonging to  the
    Management Stockholder  or his estate if,  prior to the  earlier of (i) an
    IPO and (ii)  October 9, 1996, the Management Stockholder's  employment is
    terminated for  any reason,  whether due  to his retirement,  resignation,
    death, disability or otherwise.  Under certain circumstances, Holdings may
    pay  the purchase price of any common stock of Holdings repurchased from a
    Management  Stockholder  pursuant  to  the  put  rights  and  call  rights
    described above by delivery of a subordinated note.

         Management  Stockholders also  have certain  "piggyback" registration
    rights in the event that Holdings registers shares of its common stock for
    sale under the Securities Act of 1933.

         Stock  Option Plan.   Grants of  options to purchase  common stock of
    Holdings  have  been  made  to  management and  employees  of  the Company
    pursuant to, and are subject to the provisions of, an Amended and Restated
    Stock  Option Plan and  individual stock option agreements.   According to
    the terms of the foregoing plan and form of agreement, any options granted
    in the future  thereunder will become exercisable upon the  occurrence of:
    (i) the  passage of 3 years;  (ii) the death,  retirement or disability of
    the optionee; (iii) a Company Sale (which shall be deemed to have occurred
    if any person becomes the  beneficial owner of 50% or more of the combined
    voting power  of Holdings'  securities or  acquires substantially  all the
    assets  of Holdings  or the Company), in  proportion to  the percentage of
    Holdings' common  stock sold;  or(iv) the  sale by BHLP  (as successor  in
    interest to BCP)  of 25% or more of  the then outstanding common  stock of
    Holdings, in each  case in proportion to  the percentage of Holdings stock
    sold by BHLP.  Such options are generally not transferable.  Options owned
    by Management  Stockholders are subject to  the same  put rights and  call
    rights  applicable   to  shares  of  common  stock   owned  by  Management
    Stockholders.

         Holdings may  require  that an  option be  surrendered and  cancelled
    without payment  of the exercise price.   In this  event, the  optionee is

                                        37<PAGE>


    entitled to receive a number of shares of Holdings'  common stock equal to
    the number  specified  in  the grant,  reduced  by  the  quotient  of  the
    aggregate exercise price  otherwise payable and the fair market  value per
    share as of October 9, 1992.

    INVESTORS SHAREHOLDERS AGREEMENT

         Set forth  below  is a  summary  of certain  terms of  the  Investors
    Shareholders Agreement  among Holdings, BHLP (as successor  in interest to
    BCP), affiliates of DLJ, affiliates of Goldman Sachs and CEA.  Capitalized
    terms used  below and  not  otherwise defined  have the  meaning  assigned
    thereto in the Investors Shareholders Agreement.

         Holdings,  BHLP, certain  affiliates  of DLJ,  certain affiliates  of
    Goldman  Sachs and  CEA  (collectively, the  "Investor  Shareholders") are
    parties to an  Investors Shareholders Agreement that provides restrictions
    on  the  transferability of  Holdings'  common stock  and  other  matters,
    certain of which are summarized below.

         Board of  Directors.   The Investors Shareholders  Agreement provides
    that the Board of Directors of Holdings shall consist of  seven directors.
    BHLP has the right to  nominate five directors, at least one of  whom will
    be a member of all committees of the Board of Directors of Holdings and at
    least one  of whom will be a member of the management of the Company.  The
    Board of  Directors of  Holdings currently  includes  four BHLP  nominees,
    including Mr. Steven R. Abbott, Chief Executive Officer of the Company and
    Holdings.   Similarly,  so  long as  affiliates of  DLJ and  affiliates of
    Goldman  Sachs hold at least  a specified minimum percentage of the shares
    of  common stock  of  Holdings  and Series  A Preferred  Stock  originally
    purchased  by them (and  under certain  other limited  circumstances), the
    affiliates  of  DLJ  have the  right  to  nominate one  director  and  the
    affiliates of Goldman Sachs have the right to nominate one  director, each
    of whom will  be a member of all of  Holdings' Board Committees.  However,
    following  the  consummation  of  a private  placement  of  the  Series  A
    Preferred Stock on June 5, 1995, DLJ no longer holds the minimum number of
    shares specified by the Investors Shareholders Agreement and is no  longer
    entitled to nominate a director.  

         Each of  the Investor  Shareholders is  required to  vote all of  its
    voting shares in favor  of the directors so nominated.  If  any vacancy is
    created  on the  Board of  Directors  of Holdings,  it  will be  filled in
    accordance with the foregoing nomination procedures.
      
         Significant Business Decisions.  The Investors Shareholders Agreement
    provides that certain specified significant  transactions require approval
    of the Holdings Board of  Directors.  In addition, amendments to Holdings'
    Certificate of  Incorporation and By-laws that  adversely affect the terms
    of the common stock,  amendments to the Investors  Shareholders Agreement,
    certain  significant acquisitions,  dispositions, the  incurrence of  debt
    beyond specified amounts and certain transactions with affiliates require,
    in addition to  the approval of  a majority of  the Board of Directors  of
    Holdings, the  approval of  at least one BHLP-nominated  director and,  so
    long as the affiliates  of DLJ or the affiliates of Goldman  Sachs hold at
    least a  specified minimum investment in Holdings,  one director nominated
    by the affiliates  of DLJ or by  the affiliates of Goldman  Sachs.  DLJ no
    longer holds the specified minimum investment in Holdings.



                                        38<PAGE>


         Other  Rights.   The Investors  Shareholders Agreement  also includes
    various rights of first offer, tag-along and pre-emptive rights among  the
    Investor Shareholders.  Holdings  and the  Investor Shareholders are  also
    parties  to registration  rights agreements  relating to  Holdings' common
    stock.

    ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The  Company incurred advisory fees of approximately $1.0 million for
    each year  during the three year period ending December  31, 1995, payable
    to affiliates of BHLP and BCP.  Pursuant to an advisory services agreement
    among Holdings, the  Company and an affiliate  of BHLP, the Company agreed
    to pay  such  affiliate an  annual advisory  fee  of  $1.0 million.    See
    footnote (2)  under  "Item 12.  Security Ownership  of Certain  Beneficial
    Owners  and Management" for  a description of the  relationship of Messrs.
    Woods and Lindsay,  directors of both Holdings and the Company,  with such
    BHLP affiliate.
      
         Pursuant  to an engagement  letter dated July 22,  1992 among BCP, BE
    and DLJ, as amended by a letter agreement dated October 9, 1992 among BCP,
    BE, DLJ and Goldman Sachs (collectively, the "Engagement Letter"), DLJ and
    Goldman  Sachs were given  the right,  but not the obligation,  subject to
    certain  conditions,  to  act  as  financial advisor  to  the  Company and
    Holdings until the fifth anniversary of the Acquisition on a  co-exclusive
    basis in connection with all  acquisition, divestiture and other financial
    advisory assignments relating to Holdings or the Company and to act as co-
    exclusive managing placement  agents or co-exclusive managing underwriters
    in connection  with any debt or equity financing which is either privately
    placed or publicly offered (excluding commercial bank debt or other senior
    debt  which is  privately placed  other than  any private  placement which
    contemplates a registration of, registered exchange offer for,  or similar
    registration with  respect to  such securities).  In  connection with  any
    other  senior debt  financing  which  is privately  placed  (excluding any
    private  placement  of  senior  debt  which  contemplates a  registration,
    registered exchange  offer for, or  similar registration  with respect  to
    such securities), DLJ has the right, but not the obligation, to act as co-
    managing placement  agent or  co-managing underwriter,  together only with
    Chemical Bank.    Holdings has  retained  the right  to designate  DLJ  or
    Chemical  Bank as  lead  placement agent  or  lead  managing  underwriter.
    However,  DLJ no longer has  the right to act as  financial advisor to the
    Company  and Holdings  under the  engagement letter  because it  no longer
    holds a specified minimum investment in Holdings.

         Pursuant  to  such  engagement,  DLJ  and  Goldman  Sachs   acted  as
    underwriters in  the offerings of  the Senior Notes, and  in such capacity
    received aggregate underwriting discounts and commissions of $5.3 million.
    For any further services performed by DLJ or Goldman Sachs pursuant to the
    Engagement Letter, DLJ and Goldman Sachs are entitled to fees  competitive
    with those  customarily charged  by  DLJ, Goldman  Sachs and  other  major
    investment  banks in similar  transactions and to customary  out of pocket
    fee   and  expense  reimbursement  and  indemnification  and  contribution
    agreements.







                                        39<PAGE>


                                     PART IV

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

       (a)    1. Financial Statements

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

              2. Financial Statement Schedules

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

              3. Exhibits

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

       (b)    No  reports on  Form 8-K were  filed by  the Company  during the
              fourth quarter of 1995.






































                                        40<PAGE>


                                    SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
    Exchange Act  of 1934, the registrant  has duly caused  this report  to be
    signed on its behalf by the undersigned, thereunto duly authorized.

                                      ESSEX GROUP, INC.
    Date                              (Registrant)

    March 8, 1996                   By    /s/ David A. Owen
    -------------                     --------------------------------------
                                      David A. Owen
                                      Executive Vice President,
                                      Chief Financial Officer; Director
                                      (Principal Financial Officer)

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

    Date

    March 8, 1996                         /s/ Steven R. Abbott
    --------------                    --------------------------------------
                                      Steven R. Abbott
                                      President and Chief Executive Officer;
                                      Director
                                      (Principal Executive Officer)

    March 8, 1996                         /s/ David A. Owen
    --------------                    --------------------------------------
                                      David A. Owen
                                      Executive Vice President,
                                      Chief Financial Officer; Director
                                      (Principal Financial Officer)

    March 8, 1996                         /s/ Robert J. Faucher
    --------------                    --------------------------------------
                                      Robert J. Faucher
                                      Director

    March 8, 1996                         /s/ Charles W. McGregor
    --------------                    --------------------------------------
                                      Charles W. McGregor
                                      Director

    March 8, 1996                         /s/ Robert D. Lindsay
    --------------                    ---------------------------------------
                                      Robert D. Lindsay
                                      Director

    March 8, 1996                         /s/ Ward W. Woods, Jr.
    --------------                    --------------------------------------
                                      Ward W. Woods, Jr.
                                      Director




                                        41<PAGE>



    March 8, 1996                         /s/ James D. Rice
    --------------                    --------------------------------------
                                      James D. Rice
                                      Senior Vice President,
                                      Corporate Controller
                                      (Principal Accounting Officer)




















































                                        42<PAGE>


                                ESSEX GROUP, INC.

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

    Exhibit
      No.                          Description
    --------------------------------------------------------------------------

    2.01    Agreement and  Plan of  Merger, dated  as  of July  24, 1992  (the
            "Merger  Agreement"),  between  B E  Acquisition  Corporation  and
            BCP/Essex Holdings  Inc. (then  known as MS/Essex  Holdings Inc.),
            incorporated  by reference  to Exhibit  2.1 to  BCP/Essex Holdings
            Inc.'s (then  known as MS/Essex  Holdings Inc.) Current  Report on
            Form 8-K,  filed with  the Securities  and Exchange  Commission on
            August 10, 1992 (Commission File No. 1-10211).
    2.02    Amendment  dated as of October 1, 1992,  to the Agreement and Plan
            of  Merger  between  B E  Acquisition  Corporation  and  BCP/Essex
            Holdings Inc. (then known as MS/Essex Holdings Inc.), incorporated
            by reference to  Exhibit 2.2 to BCP/Essex  Holdings Inc.'s Current
            Report  on  Form  8-K,  filed  with  the Securities  and  Exchange
            Commission on October 26, 1992 (Commission File No. 1-10211).
    3.01    Certificate of  Incorporation of  the registrant (Incorporated  by
            reference to Exhibit 3.01  to the Company's Registration Statement
            on Form S-1, File No. 33-20825).
    3.02    By-Laws of the registrant,  as amended. (Incorporated by reference
            to Exhibit  3.02 to the Company's  Annual Report on  Form 10-K for
            the fiscal year ended December 31, 1991). 
    4.01    Indenture  under  which   the  10%  Senior  Notes   Due  2003  are
            outstanding,  incorporated  by reference  to  Exhibit  4.1 to  the
            Company's Registration Statement on Pre-Effective Amendment  No. 1
            to Form S-2 (Commission File No. 33-59488). 
    9.01    Investors  Shareholders Agreement  dated  as of  October 9,  1992,
            among  B E  Acquisition  Corporation,  Bessemer Capital  Partners,
            L.P., certain  affiliates of  Donaldson, Lufkin &  Jenrette, Inc.,
            certain  affiliates of Goldman,  Sachs & Co.,  and Chemical Equity
            Associates,  a California  Limited  Partnership,  incorporated  by
            reference  to Exhibit  28.1 to  BCP/Essex Holdings  Inc.'s Current
            Report  on  Form  8-K,  filed  with  the Securities  and  Exchange
            Commission on October 26, 1992 (Commission File No. 1-10211).
    9.02    Management Stockholders and Registration Rights Agreement dated as
            of  October 9, 1992,  among B E Acquisition  Corporation, Bessemer
            Capital Partners, L.P. and certain employees of the registrant and
            its  subsidiaries, incorporated  by reference  to Exhibit  28.3 to
            BCP/Essex Holdings Inc.'s  Current Report on Form 8-K,  filed with
            the  Securities  and  Exchange  Commission  on  October  26,  1992
            (Commission File No. 1-10211).
    9.03    Form of Irrevocable Proxy dated as of October 9, 1992, granted  to
            Bessemer  Capital  Partners,  L.P.  by certain  employees  of  the
            registrant  and  its subsidiaries,  incorporated  by  reference to
            Exhibit 28.4 to  BCP/Essex Holdings Inc.'s Current  Report on Form
            8-K, filed with the Securities and  Exchange Commission on October
            26, 1992 (Commission File No. 1-10211).
    10.01   Engagement  Letter  dated July  22,  1992  among Bessemer  Capital
            Partners, L.P., B E Acquisition Corporation, and Donaldson, Lufkin
            & Jenrette,  Inc., incorporated by  reference to Exhibit  10.10 to
            registrant's  Annual  Report  on  Form  10-K  for the  year  ended
            December 31, 1992 (Commission File No. 1-7418).

                                        43<PAGE>


    10.02   Amendment dated  October 9, 1992 among  Bessemer Capital Partners,
            L.P., B  E Acquisition Corporation, Donaldson,  Lufkin & Jenrette,
            Inc. and Goldman, Sachs  and Co., to Engagement Letter  dated July
            22, 1992 among  Bessemer Capital Partners,  L.P., B E  Acquisition
            Corporation and  Donaldson, Lufkin &  Jenrette, Inc., incorporated
            by reference  to Exhibit  10.11 to  registrant's Annual  Report on
            Form  10-K for the year  ended December 31,  1992 (Commission File
            No. 1-7418).
    10.03   Advisory Services Agreement  dated as of December 15,  1992, among
            Bessemer Capital  Partners, L.P., the registrant  and Essex Group,
            Inc.   incorporated  by   reference  to   Exhibit  10.15   to  the
            registrant's  Annual Report on Form 10-K for the fiscal year ended
            December 31, 1992 (Commission File No. 1-7418).
    10.04   Credit Agreement dated as of April 12, 1995, among the registrant,
            Essex,  the lenders  named therein  and Chemical  Bank, as  agent,
            incorporated  by reference  to  Exhibit 10.1  to the  registrant's
            Quarterly  Report on  Form  10-Q, filed  with  the Securities  and
            Exchange Commission on May 12, 1995.
    10.05   Senior  Unsecured Note Agreement dated as of April 12, 1995, among
            the registrant, as guarantor, Essex, the lenders named therein and
            Chemical  Bank, as administrative agent, incorporated by reference
            to Exhibit 10.2 to the registrant's Quarterly Report on Form 10-Q,
            filed with the Securities and Exchange Commission on May 12, 1995.
    10.06   Agreement and Lease  dated as  of April 12,  1995, between  Mellon
            Financial  Services  Corporation  #3 and  Essex,  incorporated  by
            reference to Exhibit 10.3 to the registrant's Quarterly  Report on
            Form  10-Q, filed with  the Securities and  Exchange Commission on
            May 12, 1995.
    10.07   First Amendment  dated May 16,  1995 among the  registrant, Essex,
            the  lenders named  therein and  Chemical Bank,  as agent,  to the
            Credit  Agreement  dated April  12,  1995,  among the  registrant,
            Essex,  the lenders  named  therein and  Chemical  Bank, as  agent
            (Commission File No. 33-93232).
    10.08   Form of Indenture for  15% Junior Subordinated Exchange Debentures
            due September 30, 2004 (Commission File No. 33-93232).
    12.01   Computation of Ratio of Earnings to Fixed Charges.
    21.01   Subsidiaries of the registrant.
    99.01   Registration Rights Agreement  dated as of October  9, 1992, among
            B E  Acquisition  Corporation,  certain  affiliates  of Donaldson,
            Lufkin & Jenrette,  Inc., certain affiliates  of Goldman, Sachs  &
            Co.,  and   Chemical  Equity  Associates,  A   California  Limited
            Partnership,  incorporated  by   reference  to  Exhibit   28.2  to
            BCP/Essex Holdings Inc.'s Current  Report on Form 8-K,  filed with
            the  Securities  and  Exchange  Commission  on  October  26,  1992
            (Commission File No. 1-10211).
    99.02   Amended and Restated Stock Option Plan of BCP/Essex Holdings Inc.,
            incorporated  by reference  to Exhibit  4.7 to  BCP/Essex Holdings
            Inc.'s Current Report on  Form 8-K, filed with the  Securities and
            Exchange Commission on  October 26, 1992  (Commission File No.  1-
            10211).
    99.03   Amendment No.  1 dated as of June 5, 1995 to the 1992 Registration
            Rights Agreement (Commission File No. 33-93232).
    99.04   Registration Rights  Agreement between the Company  and Donaldson,
            Lufkin  & Jenrette Securities Corporation and Goldman, Sachs & Co.
            dated as of June 5, 1995 (Commission File No. 33-93232).




                                        44<PAGE>


                          REPORT OF INDEPENDENT AUDITORS

    The Board of Directors and Stockholder
    Essex Group, Inc.

     We have  audited the  accompanying consolidated  balance sheets  of Essex
    Group, Inc. as of  December 31, 1995 and 1994 and the related consolidated
    statements of operations and cash flows for each of the three years in the
    period  ended December 31, 1995.   Our audits also  included the financial
    statement  schedule listed in the Index  at Item 14 (a).   These financial
    statements  and   schedule  are   the  responsibility   of  the  Company's
    management.    Our  responsibility  is to  express  an  opinion  on  these
    financial statements and schedule based on our audits.

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

     In  our  opinion,  the financial  statements  referred  to  above present
    fairly, in all material respects,  the consolidated financial position  of
    Essex  Group, Inc.  at  December 31,  1995 and  1994 and  the consolidated
    results of  their operations and their  cash flows  for  each of the three
    years in the period  ended December 31, 1995, in conformity with generally
    accepted accounting  principles.    Also,  in  our  opinion,  the  related
    financial  statement schedule,  when considered in  relation to  the basic
    financial statements  taken as  a whole, presents fairly  in all  material
    respects the information set forth therein.











    Indianapolis, Indiana                                 ERNST & YOUNG LLP
    January 26, 1996













                                       F-1<PAGE>


                                ESSEX GROUP, INC.

                           CONSOLIDATED BALANCE SHEETS


    <TABLE>
    <CAPTION>
                                                                      December 31,
                                                              ---------------------------
    In Thousands of Dollars, Except Per Share Data                 1995           1994
    --------------------------------------------------------------------------------------

                              ASSETS

    <S>                                                            <C>          <C>       
    Current assets:
       Cash and cash equivalents  . . . . . . . . . . . . . .      $ 3,157      $16,894   
       Accounts receivable (net of allowance of
        $3,930 and $3,537)  . . . . . . . . . . . . . . . . .      154,584      144,595   
       Inventories  . . . . . . . . . . . . . . . . . . . . .      166,076      145,706   
       Other current assets . . . . . . . . . . . . . . . . .        8,988       20,496   
                                                                  --------     --------   

              Total current assets  . . . . . . . . . . . . .      332,805      327,691   


    Property, plant and equipment, net  . . . . . . . . . . .      270,546      276,134   
    Excess of cost over net assets acquired (net of
     accumulated amortization of $13,221 and $9,145)  . . . .      129,943      133,100   
    Other intangible assets and deferred costs
     (net of accumulated amortization of $3,102
     and $5,146)  . . . . . . . . . . . . . . . . . . . . . .        9,187       11,563   
    Other assets  . . . . . . . . . . . . . . . . . . . . . .        1,987        1,812   
                                                                  --------     --------   


                                                                  $744,468     $750,300   
                                                                  ========     ========   

                        See Notes to Consolidated Financial Statements



















                                                F-2<PAGE>


                                         ESSEX GROUP, INC.

                              CONSOLIDATED BALANCE SHEETS - continued




                                                                      December 31,
                                                              ---------------------------
    In Thousands of Dollars, Except Per Share Data                 1995           1994
    --------------------------------------------------------------------------------------


               LIABILITIES AND STOCKHOLDERS' EQUITY

    Current liabilities:
       Notes payable to bank  . . . . . . . . . . . . . . . .      $11,760            -   
       Current portion of long-term debt  . . . . . . . . . .       24,734            -   
       Accounts payable . . . . . . . . . . . . . . . . . . .      $66,797      $47,421   

       Accrued liabilities  . . . . . . . . . . . . . . . . .       45,864       45,821   
       Deferred income taxes  . . . . . . . . . . . . . . . .       15,345       10,408   
       Due to Holdings  . . . . . . . . . . . . . . . . . . .          384       32,979   
                                                                  --------     --------   

              Total current liabilities . . . . . . . . . . .      164,884      136,629   


    Long-term debt  . . . . . . . . . . . . . . . . . . . . .      388,016      200,000   
    Deferred income taxes . . . . . . . . . . . . . . . . . .       66,809       72,771   
    Other long-term liabilities . . . . . . . . . . . . . . .       10,081        6,997   

    Stockholder's equity:
       Common stock, par value $.01 per share; 1,000 shares
        authorized; 100 shares issued and outstanding; plus
        additional paid in capital  . . . . . . . . . . . . .      104,036      302,784   
       Retained earnings  . . . . . . . . . . . . . . . . . .       10,642       31,119   
                                                                  --------     --------   


              Total stockholder's equity  . . . . . . . . . .      114,678      333,903   
                                                                  --------     --------   

                                                                  $744,468     $750,300   
                                                                  ========     ========   
    </TABLE>

                           See Notes to Consolidated Financial Statements











                                                F-3<PAGE>


                                         ESSEX GROUP, INC.

                               CONSOLIDATED STATEMENTS OF OPERATIONS

    <TABLE>
    <CAPTION>

                                                            Year Ended
                                                           December 31,
                                             ---------------------------------------
    In Thousands of Dollars                      1995          1994         1993
    --------------------------------------------------------------------------------


    <S>                                      <C>          <C>            <C>         
    REVENUES:
      Net sales                              $1,201,650   $1,010,075     $868,846    
      Interest income                               409          246          265    
      Other income                                1,531        1,553        1,724    
                                             ----------    ---------     --------    

                                              1,203,590    1,011,874      870,835    
                                             ----------    ---------     --------    
    COSTS AND EXPENSES:

      Cost of goods sold                      1,030,511      846,611      745,875    
      Selling and administrative                 93,250       85,129       75,489    
      Interest expense                           34,683       24,554       25,241    
      Other expense                               2,972        2,709        1,801    
                                              ---------     --------     --------    

                                              1,161,416      959,003      848,406    
                                             ----------     --------     --------    

    Income before income
     taxes and extraordinary charge              42,174       52,871       22,429    
    Provision for income taxes
                                                 19,680       22,700       13,052    
                                             ----------     --------     --------    

    Income before
     extraordinary charge                        22,494      30,171         9,377    
    Extraordinary charge - debt
     retirement, net of income tax
     benefit                                      2,971           -         3,367    
                                             ----------    --------      --------    

    Net income                                  $19,523     $30,171       $ 6,010    
                                             ==========    ========      ========    
    </TABLE>
                           See Notes to Consolidated Financial Statements








                                                F-4<PAGE>


                                         ESSEX GROUP, INC.

                               CONSOLIDATED STATEMENTS OF CASH FLOWS

    <TABLE>
    <CAPTION>

                                                                             
                                                     Year Ended
                                                    December 31,
                                     ------------------------------------------
    In Thousands of Dollars              1995          1994           1993
    --------------------------------------------------------------------------
    <S>                               <C>             <C>             <C>      
    OPERATING ACTIVITIES

      Net income                      $19,523         $30,171         $6,010   
      Adjustments to reconcile net
       income to cash provided by
       operating activities:
        Depreciation and
         amortization                  34,205          31,420         29,879   
        Non cash interest expense       1,990           2,630          4,968   
        Non cash pension expense        1,947           2,328          2,124   
        Provision for losses on
         accounts receivable              676           1,332            850   

        Benefit for deferred 
         income taxes                  (1,025)         (8,964)          (622)  
        Loss on disposal of
         property, plant and
         equipment                      2,610           1,354            436   
        Loss on repurchase of debt      4,951               -          5,519   
        Changes in operating assets
         and liabilities:
         Increase in accounts
          receivable                  (10,665)        (27,160)        (5,314)  
         (Increase) decrease in
          inventories                   3,762          (4,515)        (5,659)  
         Increase (decrease) in
          accounts payable and
          accrued liabilities          18,901           4,575           (720)  

         Net (increase) decrease in
          other assets and
          liabilities                  11,378         (10,725)         4,908   
         Increase (decrease) in due
          to Holdings                 (32,595)         14,616         18,288   
                                     --------        --------       --------   

          NET CASH PROVIDED BY
           OPERATING ACTIVITIES        55,658          37,062         60,667   
                                     --------        --------       --------   

                  See Notes to Consolidated Financial Statements




                                                F-5<PAGE>


                                         ESSEX GROUP, INC.

                               CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                     Year Ended
                                                    December 31,
                                     -----------------------------------------
    In Thousands of Dollars              1995          1994           1993
    --------------------------------------------------------------------------
    INVESTING ACTIVITIES
      Additions to property, plant
       and equipment                  (28,555)        (30,109)       (26,167)  

      Proceeds from disposal of
       property, plant and
       equipment                        2,419             227            352   
      Acquisitions and other
       investments                    (25,393)          (236)         (4,970)  
      Issuance of equity interest
       in a subsidiary                  1,063               -              -   
                                     --------        --------       --------   
          NET CASH USED FOR
           INVESTING ACTIVITIES       (50,466)        (30,118)       (30,785)  
                                     --------        --------       --------   
    FINANCING ACTIVITIES
      Proceeds from senior notes            -               -        200,000   
      Proceeds from long term debt    428,390         106,000        188,900   

      Repayments of long term debt   (215,640)       (106,396)      (320,400)  
      Proceeds from notes payable
       to banks                       160,030               -              -   
      Repayments from notes payable
       to banks                      (148,270)              -              -   
      Repurchase of 12 3/8% senior
       subordinated debentures              -               -        (89,983)  
      Dividends paid to Holdings     (238,748)              -              -   
      Debt issuance costs              (4,691)              -         (7,086)  
                                     --------        --------       --------   

          NET CASH USED FOR
           FINANCING ACTIVITIES       (18,929)           (396)       (28,569)  
                                     --------        --------       --------   
    NET INCREASE (DECREASE) IN CASH
     AND CASH EQUIVALENTS             (13,737)          6,548          1,313   
    Cash and cash equivalents at
     beginning of year                 16,894          10,346          9,033   
                                     --------        --------       --------   
    Cash and cash equivalents at
     end of year                      $ 3,157         $16,894        $10,346   
                                     ========        ========       ========   

    </TABLE>
                           See Notes to Consolidated Financial Statements






                                                F-6<PAGE>


                                ESSEX GROUP, INC.

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

    NOTE 1   ACQUISITION AND SIGNIFICANT ACCOUNTING POLICIES

    ACQUISITION OF THE COMPANY AND HOLDINGS

         On  February  29,  1988,  MS/Essex Holdings  Inc.  ("Predecessor"  or
    "Holdings"),  acquired  Essex  Group,  Inc.  (the  "Company") from  United
    Technologies   Corporation  ("UTC")   (the  "1988   Acquisition").     The
    outstanding common stock of Holdings was beneficially owned by the  Morgan
    Stanley Leveraged Equity  Fund II, L.P., certain directors and  members of
    management of Holdings and the Company, and others.

         On  October 9,  1992, Holdings  was acquired  (the  "Acquisition") by
    merger (the "Merger") of B E Acquisition Corporation  ("BE") with and into
    Holdings with Holdings surviving  under the  name BCP/Essex Holdings  Inc.
    ("Successor"   or  "Holdings").    BE  was   a  newly  organized  Delaware
    corporation  formed   for  the  purpose   of  effecting  the  Acquisition.
    Shareholders  of BE  included Bessemer  Holdings,  L.P. (an  affiliate and
    successor  in  interest   to  Bessemer  Capital  Partners,  L.P.  ["BCP"])
    ("BHLP"), affiliates of Goldman, Sachs & Co. ("Goldman Sachs"), affiliates
    of Donaldson,  Lufkin & Jenrette  Securities Corporation ("DLJ"), Chemical
    Equity  Associates,  A  California  Limited  Partnership  and  members  of
    management and other employees of the Company.  As a result of the Merger,
    the stockholders of BE  became stockholders of  Holdings.  The effects  of
    the  Acquisition  and  Merger  resulted  in  a  new  basis  of  accounting
    reflecting estimated fair values for assets and liabilities as of  October
    1,  1992.    However,  to  the  extent that  Holdings'  management  had  a
    continuing investment interest in Holdings' common stock, such fair values
    (and  contributed stockholders'  equity) were  reduced proportionately  to
    reflect  the   continuing  interest  (approximately   10%)  at  the  prior
    historical cost basis.

         Holdings is a holding company with no operations and has virtually no
    assets  other than  its  ownership of  all  the outstanding  stock  of the
    Company.

    CONSOLIDATION

         The  consolidated financial  statements include  the accounts  of the
    Company and  all majority-owned  subsidiaries.   All intercompany accounts
    and transactions have been eliminated.  

    USE OF ESTIMATES

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




                                       F-7<PAGE>


                                ESSEX GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

    NATURE OF OPERATIONS

         The  Company operates in one industry segment.  The Company develops,
    manufactures  and  markets   electrical  wire  and  cable  and  insulation
    products.   The Company's  principal  products in  order of  revenue  are:
    building   wire   for  the   construction   industry;   magnet   wire  for
    electromechanical  devices  such  as motors,  transformers  and electrical
    controls; voice and data communication wire and cable; wire for automotive
    and  appliance applications;  and insulation  products for  the electrical
    industry.  The Company's customers are principally  located throughout the
    United States, without significant concentration in any one region or  any
    one customer.   The  Company performs periodic credit  evaluations of  its
    customers' financial condition and generally does not require collateral.

    CASH AND CASH EQUIVALENTS

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

    INCOME TAXES

         Holdings  and the Company file a consolidated U.S. federal income tax
    return.  The Company operates under  a tax sharing agreement with Holdings
    whereby the Company's  aggregate income tax liability is calculated  as if
    it filed a separate tax return with its subsidiaries.

    INVENTORIES

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

    PROPERTY, PLANT AND EQUIPMENT

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

    INVESTMENT IN JOINT VENTURE

         An  investment in a joint venture is  stated at cost adjusted for the
    Company's share of undistributed earnings or losses.

    EXCESS OF COST OVER NET ASSETS ACQUIRED

         Excess  of cost  over net  assets acquired  primarily represents  the
    excess of Holdings' purchase price over the  fair value of the net  assets
    acquired in the  Acquisition, and is being amortized by  the straight-line
    method over 35 years.   Holdings' excess of cost over net  assets acquired
    is  assessed   for  potential  impairment   whenever  existing  facts  and
    circumstances indicate  the carrying  value  of those  assets may  not  be
    recoverable.   The assessment  process consists  of estimating  the future
    undiscounted  cash flows of the  businesses for  which the excess  of cost

                                       F-8<PAGE>


                                ESSEX GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

    over net  assets acquired  relates and comparing the  resultant amount  to
    their carrying  value to determine  if an impairment has occurred.   If an
    impairment  has occurred, an  impairment loss would be  recognized for the
    excess  of the  carrying  value  over the  fair  value, as  measured  on a
    discounted  cash  flow  basis, of  the  excess  of  cost  over  net assets
    acquired.  The adoption of Statement of Financial Accounting Standard  No.
    121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
    Assets to Be  Disposed Of" in 1995, did not have a  material affect on the
    Company's financial condition or results of operations.

    OTHER TANGIBLE ASSETS AND DEFERRED COSTS

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

    OTHER LONG-TERM LIABILITIES

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

    RECOGNITION OF REVENUE

         Substantially  all of the Company's revenue is recognized at the time
    the product is shipped.

    ACCOUNTING FOR OPTIONS ISSUED TO EMPLOYEES

         Holdings periodically grants options to Company employees to purchase
    shares of Holdings' common stock with an exercise price  equal to the fair
    value of  the shares at the  date of grant.   Holdings accounts for stock-
    based compensation issued to employees under the provisions of APB Opinion
    No. 25  "Accounting  for Stock  Issued  to  Employees,"  and  accordingly,
    recognizes no compensation expense for the stock options granted.















                                       F-9<PAGE>


                                ESSEX GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

    NOTE 2   INVENTORIES

    The components of inventories are as follows:

    <TABLE>
    <CAPTION>
                                                             December 31,
                                                   -------------------------------
                                                         1995            1994     
                                                      ----------      ----------     
    <S>                                                 <C>           <C>            
    Finished goods  . . . . . . . . . . . . . .         $146,821      $130,236       
    Raw materials and work in process . . . . .           52,366        54,560       
                                                        --------      --------       
                                                         199,187       184,796       
    LIFO reserve  . . . . . . . . . . . . . . .          (33,111)      (39,090)      
                                                        --------      --------       
                                                        $166,076      $145,706       
                                                        ========      ========       

    </TABLE>

         Principal elements of cost included in inventories  are copper, other
    purchased materials, direct labor and manufacturing overhead.  Inventories
    valued using the LIFO method amounted to $161,449 and $141,847 at December
    31, 1995 and 1994, respectively.

    NOTE 3   PROPERTY, PLANT AND EQUIPMENT

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

    <TABLE>
    <CAPTION>
                                                            December 31,
                                                    ----------------------------
                                                         1995           1994
                                                      ----------     ----------
    <S>                                               <C>            <C>         
      Land  . . . . . . . . . . . . . . . . . . . .   $  8,877        $  9,319   
      Buildings and improvements  . . . . . . . . .     87,704          87,113   
      Machinery and equipment   . . . . . . . . . .    240,257         225,343   
      Construction in process   . . . . . . . . . .     18,049          11,486   
                                                      --------        --------   

                                                       354,887         333,261   
           Less accumulated depreciation  . . . . .     84,341          57,127   
                                                      --------        --------   

                                                      $270,546        $276,134   
                                                      ========        ========   
    </TABLE>

                                       F-10<PAGE>


                                ESSEX GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

    NOTE 4   ACCRUED LIABILITIES 

    Accrued liabilities include the following:

    <TABLE>
    <CAPTION>
                                                            December 31,
                                                    ----------------------------
                                                         1995           1994
                                                      ----------     ----------

    <S>                                                 <C>            <C>       
      Salaries, wages and employee benefits   . . .     $15,566        $15,417   
      Amounts due customers   . . . . . . . . . . .       5,860          5,352   
      Other   . . . . . . . . . . . . . . . . . . .      24,438         25,052   
                                                       --------       --------   
                                                        $45,864        $45,821   
                                                       ========       ========   
    </TABLE>

    NOTE 5  LONG-TERM DEBT 

      Long-term debt consists of the following:

    <TABLE>
    <CAPTION>
                                                            December 31,
                                                    ----------------------------
                                                         1995           1994
                                                      ----------     ----------

    <S>                                                <C>            <C>        
      10% Senior notes  . . . . . . . . . . . . . .    $200,000       $200,000   
      Revolving loan  . . . . . . . . . . . . . . .     135,000              -   
      Term loan   . . . . . . . . . . . . . . . . .      54,000              -   
      Lease obligation  . . . . . . . . . . . . . .      23,750              -   
                                                       --------       --------   
                                                        412,750        200,000   

           Less current portion   . . . . . . . . .      24,734              -   
                                                                                 
                                                        388,016        200,000   
                                                        =======        =======   
    </TABLE>

    BANK FINANCING

         In  April 1995, in connection  with the redemption (the "Redemption")
    of  all of Holdings'  outstanding 16% Senior Discount  Debentures due 2004
    (the  "Holdings Debentures"),  the  Company terminated  its  former credit
    agreement and entered into three new facilities:  (i) a $260,000 revolving

                                       F-11<PAGE>


                                ESSEX GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

    credit agreement,  dated as of  April 12,  1995 by and  among the Company,
    Holdings,  the lenders  named therein,  and Chemical  Bank, as  agent (the
    "Revolving  Credit  Agreement");  (ii)  a  $60,000  senior unsecured  note
    agreement, dated as of April  12, 1995 by and among the Company, Holdings,
    as  guarantor,  the  lenders   named  therein,   and  Chemical  Bank,   as
    administrative agent (the "Term Loan," together with the  Revolving Credit
    Agreement,  the "Credit  Facilities"); and  (iii) a $25,000  agreement and
    lease, dated  as of April 12,  1995 by and between  the Company and Mellon
    Financial Services  Corporation #3  (the "Sale  and Leaseback Agreement").
    The  Company  recognized  an  extraordinary  charge  of   $2,971,  net  of
    applicable tax benefit ($1,980)  in the second quarter 1995 for the write-
    off  of  unamortized  deferred   debt  expense  in  connection  with   the
    termination of its former credit agreement. 

         On May 12,  1995 the Company borrowed the full amount available under
    the Term Loan and the Sale and Leaseback Agreement.  These funds, together
    with available  cash and borrowings under  the Revolving Credit Agreement,
    were  paid to  Holdings in  the form  of a  cash  dividend ($238,748)  and
    repayment of  a portion of  an intercompany  liability ($34,102)  totaling
    $272,850.   Holdings applied such  funds to redeem all  of its outstanding
    Holdings  Debentures at 100% of  their principal amount of $272,850 on May
    15, 1995.

         The  Revolving  Credit  Agreement  provides  for  up  to  $260,000 in
    revolving loans, subject  to specified percentages of eligible  assets and
    also provides  a $25,000  letter  of credit  subfacility.   The  Company's
    ability  to borrow under  the Revolving Credit Agreement  is restricted by
    the  financial covenants contained  therein as well as  those contained in
    the  Term Loan and to  certain debt limitation  covenants contained in the
    indenture  under which the 10% Senior Notes due  2003 (the "Senior Notes")
    were issued (the "Senior Note Indenture").  The Revolving Credit Agreement
    expires in  2000.  Revolving Credit Agreement loans bear floating rates of
    interest, at the Company's option, at bank  prime plus 1.25% or a  reserve
    adjusted Eurodollar rate (LIBOR) plus 2.25%.  The effective interest  rate
    can be reduced by 0.25% to 1.25% if certain specified financial conditions
    are achieved.  Commitment fees during the revolving loan period  are .375%
    or .5% of  the average daily unused portion  of the available credit based
    upon the level of certain specified financial conditions.  At December 31,
    1995 and 1994,  the incremental borrowing rate under the  Revolving Credit
    Agreement  and former  credit  agreement,  including  applicable  margins,
    approximated 9.0%.  Indebtedness  under the Revolving Credit  Agreement is
    guaranteed by  Holdings and  all  of the  Company s subsidiaries,  and  is
    secured  by  a  pledge  of  the  capital  stock  of  the  Company and  its
    subsidiaries and by a first lien on substantially all assets.  

         The  Revolving  Credit  Agreement contains  various  covenants  which
    include,  among  other things:  (a) the  maintenance of  certain financial
    ratios and  compliance with certain  financial tests and limitations;  (b)
    limitations on  investments and  capital expenditures;  (c) limitations on
    cash dividends paid; and (d) limitations on leases and the sale of assets.
    Through December  31, 1995, the  Company fully  complied with  all of  the

                                       F-12<PAGE>


                                ESSEX GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

    financial  ratios   and  covenants  contained   in  the  Revolving  Credit
    Agreement.

         The Term Loan  provides for an aggregate $60,000 in  term loans,  and
    is to  be paid in  20 equal quarterly installments, subject  to the loan's
    excess cash provision, beginning August  15, 1995 and ending May 15, 2000.
    The Term Loan bears floating rates of interest at bank prime plus 2.75% or
    a  reserve adjusted  Eurodollar rate (LIBOR)  plus 3.75%.    The Term Loan
    requires  50%  of excess  cash,  as  defined, to  be  applied against  the
    outstanding  term loan balance.   The excess cash calculation for the year
    ended  December 31, 1995 requires the Company to repay $12,427 of the term
    loan on or  before April 15, 1996.  After the  1996 excess cash repayment,
    principal  payments will  be made  in 17  equal quarterly  installments of
    $2,269.   Amounts repaid with respect to the excess cash provision may not
    be reborrowed.

         The  Sale and Leaseback Agreement  provides $25,000 for  the sale and
    leaseback of  certain  of the  Company s fixed  assets.    The   Sale  and
    Leaseback  Agreement  has a  seven-year term  expiring in  May 2002.   The
    principal  component of the rental  is paid quarterly, with  the amount of
    each  of the  first 27  payments equal  to  2.5% of  lessor's cost  of the
    equipment,  and  the balance  due  at  the final  payment.    The interest
    component is paid on  the unpaid  principal balance and  is calculated  by
    lessor at LIBOR plus 2.5%.  The  effective interest rate can be reduced by
    0.25%  to 1.125% if  certain specified financial conditions  are achieved.
    The fixed assets subject to the Sale and Leaseback Agreement (all of which
    are machinery and equipment) are included in property, plant and equipment
    in the  Consolidated Balance Sheets and  have a gross  cost of $30,819 and
    accumulated amortization of $1,557 at December 31, 1995.

         The Company also has  uncommitted bank lines of credit  which provide
    unsecured borrowings for working capital of up to $25,000 of which $11,760
    was outstanding at December 31, 1995 and denoted as notes payable to banks
    in the Consolidated Balance Sheets.   These lines of  credit bear interest
    at rates subject to agreement between the  Company and the lending  banks.
    At December 31, 1995 such rates of interest averaged 6.7%. 

         The  Company has purchased  interest rate cap  protection through May
    15, 1997  with respect  to $150,000 of  debt with  a strike  rate of 10.0%
    (three month LIBOR).

    SENIOR NOTES

         At December 31, 1995 and 1994, $200,000 aggregate principal amount of
    the Senior Notes were outstanding. The Senior Notes   bear interest at 10%
    per annum payable semiannually and are due in May 2003.  The net  proceeds
    to  the Company  from the  sale of  the  Senior Notes  in May  1993, after
    underwriting  discounts,  commissions and  other  offering  expenses, were
    $193,450.  The Company  applied $111,000 of such proceeds to the repayment
    of  the term credit facility under its former credit agreement and in June
    1993  applied the balance  of such proceeds, together  with new borrowings

                                       F-13<PAGE>


                                ESSEX GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

    under the former credit  agreement, to  redeem all of  its outstanding  12
    3/8%  Senior  Subordinated Debentures  due 2000  (the "Debentures").   The
    Company recognized  an extraordinary charge  of $3,055, net of  applicable
    tax benefit of  $1,953, in 1993 representing the write-off  of unamortized
    debt costs associated with the repayment of the term credit facility under
    the former credit agreement.

         The Senior Notes rank pari  passu in right of payment with  all other
    senior indebtedness of the Company.  To  the extent that any other  senior
    indebtedness  of the  Company is  secured by  liens on  the assets  of the
    Company, the holders  of such senior indebtedness  will have a claim prior
    to any claim of the holders of the Senior Notes as to those assets.

         At the  option of  the Company,  the  Senior Notes  may be  redeemed,
    commencing in May 1998 in whole, or in part,  at redemption prices ranging
    from 103.75% in  1998 to 100% in 2001, or  at 109% for up  to $67,000 with
    the proceeds from any public equity offering prior to June 30, 1996.  Upon
    a Change in Control, as defined in the Senior  Note Indenture, each holder
    of  Senior Notes will have the right  to require the Company to repurchase
    all or any part of such holder's Senior Notes at a repurchase price  equal
    to  101%  of the  principal  amount thereof.    The Senior  Note Indenture
    contains various covenants  which include, among other things, limitations
    on  debt, on  the sale  of assets,  and on  cash dividends paid.   Through
    December 31,  1995 the Company fully  complied with  all of the  financial
    ratios and covenants contained in the Senior Note Indenture. 

    DEBENTURES

         The Debentures  were due in  2000 and  bore interest at  12 3/8%  per
    annum  payable semi-annually.   In  June 1993 the Company  redeemed all of
    the outstanding   Debentures at 106% of their principal  amount, resulting
    in  a loss of $312, net of applicable tax  benefit of $199, which has been
    reported as an extraordinary charge.

    OTHER

         The  Company capitalized interest costs  of $565, $132  and $1,599 in
    1995, 1994 and 1993, respectively, with respect to qualifying assets.

         Total  interest paid was $32,312,  $20,826 and $20,961  in 1995, 1994
    and 1993, respectively.











                                       F-14<PAGE>


                                ESSEX GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

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

               1996   . . . . . . . . . . . . . . . .  $ 24,734       
               1997   . . . . . . . . . . . . . . . .    11,576       
               1998   . . . . . . . . . . . . . . . .    11,576       
               1999   . . . . . . . . . . . . . . . .    11,576       
               2000   . . . . . . . . . . . . . . . .   142,038       

               The  year 2000  includes repayment  of the  Company's revolving
    loan in the amount of $135,000.

    NOTE 6  INCOME TAXES

               Deferred income taxes reflect the net tax effects of  temporary
    differences  between the  carrying amounts  of assets and  liabilities for
    financial reporting purposes and the amounts used for income tax purposes.
    Significant components of  the deferred tax liabilities and assets  are as
    follows:

    <TABLE>
    <CAPTION>
                                                    December 31,
                                              -------------------------
                                                 1995          1994
                                               --------      --------
    <S>                                        <C>            <C>      
    Deferred tax liabilities:
      Property, plant and equipment . . . .    $68,553        $73,108  
      Inventory . . . . . . . . . . . . . .     28,485         28,236  
      Other . . . . . . . . . . . . . . . .      3,844          4,201  
                                              --------       --------  

       Total deferred tax liabilities . . .    100,882        105,545  
                                              --------       --------  
    Deferred tax assets:
      Accrued liabilities . . . . . . . . .      6,650          7,671  
      Alternative minimum tax credit
       carryforward . . . . . . . . . . . .      1,384          4,984  
      Other . . . . . . . . . . . . . . . .     10,694          9,711  
                                              --------       --------  

        Total deferred tax assets . . . . .     18,728         22,366  
                                              --------       --------  

        Net deferred tax liabilities  . . .    $82,154        $83,179  
                                              ========       ========  

    </TABLE>



                                                 F-15<PAGE>


                                ESSEX GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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


    The components of income tax expense are as follows:

    <TABLE>
    <CAPTION>

                                             Year Ended
                                            December 31,
                               --------------------------------------
                                   1995         1994          1993
                                  ------       ------        ------
    <S>                          <C>           <C>         <C>        
    Current:
      Federal . . . . . . . .    $14,872       $27,157     $10,978    

      State . . . . . . . . .      5,833         4,507       2,696    

    Deferred (Credit):
      Federal . . . . . . . .      1,135        (8,362)        127    
      State . . . . . . . . .     (2,160)         (602)       (749)   
                                --------      --------     -------    

                                 $19,680       $22,700     $13,052    
                                ========      ========     =======    
    </TABLE>

               In  compliance with  the Omnibus  Budget Reconciliation  Act of
    1993, the  Company's tax  balances were  adjusted in 1993  to reflect  the
    increase  in  the  federal statutory  tax  rate  from  34%  to  35%.   The
    adjustment had the  effect of increasing income  tax expense by $2,250 for
    1993.

               Total  income taxes paid  were $45,839,  $11,484 and  $1,131 in
    1995, 1994 and 1993, respectively.


















                                       F-16<PAGE>


                                ESSEX GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

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


    <TABLE>
    <CAPTION>



                                                           Year Ended
                                                          December 31,
                                            ----------------------------------------
                                                 1995          1994          1993
                                            ------------- -------------  ------------
    <S>                                          <C>           <C>         <C>       
    Statutory federal income tax rate . . .      35.0%         35.0%       35.0%     
    State and local taxes, net of
     federal benefit  . . . . . . . . . . .       5.8           4.8         5.6      

    Federal rate increase . . . . . . . . .         -             -        10.0      
    Excess of cost over net assets
     acquired amortization  . . . . . . . .       3.4           2.7         6.3      

    Other, net  . . . . . . . . . . . . . .       2.5            .4         1.3      
                                               ------        ------      ------      
    Effective income tax rate . . . . . . .      46.7%         42.9%       58.2%     
                                               ======        ======      ======      

    </TABLE>

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

    NOTE 7  RETIREMENT BENEFITS

               The Company sponsors two  defined benefit retirement plans  for
    substantially all salaried and hourly employees.  The Company also   has a
    supplemental executive retirement plan, which provides retirement benefits
    based on the same formula as in effect under the salaried employees' plan,
    but which only takes into account compensation  in excess of amounts  that
    can  be recognized  under the  salaried employees' plan.     Salaried plan
    retirement  benefits are  generally  based  on years  of service  and  the
    employee's compensation  during  the  last  several years  of  employment.
    Hourly plan retirement  benefits are  based on hours  worked and  years of
    service with a fixed dollar benefit  level.  The Company's  funding policy
    is based on an actuarially determined cost method allowable under Internal


                                       F-17<PAGE>


                                ESSEX GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

    Revenue  Service regulations, the projected  unit credit  method.  Pension
    plan assets consist principally of fixed income and equity securities  and
    cash and cash equivalents.

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


    <TABLE>
    <CAPTION>

                                                          Year Ended
                                                         December 31,
                                            --------------------------------------

                                                1995         1994          1993
                                            ------------ ------------  ------------
    <S>                                        <C>           <C>        <C>        
    Service-cost benefits earned
     during the period  . . . . . . . . . .    $2,365        $2,964     $2,611     
    Interest costs on projected benefit
     obligation . . . . . . . . . . . . . .     3,923         3,643      3,521     

    Actual return on plan assets  . . . . .   (13,597)        2,409     (6,078)    
    Net amortization and deferral . . . . .     9,751        (6,458)     2,573     
                                             --------      --------   --------     
                                                                                   
    Net periodic pension cost . . . . . . .    $2,442        $2,558     $2,627     
                                             ========      ========   ========     

    </TABLE>





















                                       F-18<PAGE>


                                ESSEX GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

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


    <TABLE>
    <CAPTION>
                                                                       December 31,
                                                            ----------------------------------
                                                                  1995             1994
                                                            ---------------- -----------------
    <S>                                                          <C>              <C>         
    Actuarial present value of benefit obligation:
          Vested  . . . . . . . . . . . . . . . . . . . .        $42,052          $29,469     

          Nonvested   . . . . . . . . . . . . . . . . . .          3,656            2,470     
                                                                --------         --------     

          Accumulated benefit obligation  . . . . . . . .         45,708           31,939     

          Effect of projected future salary increases   .         17,195            9,566     
                                                                --------         --------     
                                                                                              
          Projected benefit obligation  . . . . . . . . .         62,903           41,505     


    Plan assets at fair value . . . . . . . . . . . . . .         55,447           42,436     
                                                                --------         --------     
    Fair value of plan assets in excess of
     (less than) projected benefit obligation . . . . . .         (7,456)             931     
                                                                                              
    Unrecognized net (gain) loss  . . . . . . . . . . . .         (1,312)         (7,703)     

    Unrecognized prior service cost . . . . . . . . . . .           (326)           (353)     
                                                                --------         --------     


    Pension liability recognized in balance sheets  . . .       $ (9,094)        $ (7,125)    
                                                                ========         ========     

    </TABLE>

          Certain  actuarial  assumptions  were   revised  in  1995  and  1994
    resulting  in  an   increase  of  $13,262  and  a  decrease   of  $13,883,
    respectively, in the projected benefit obligation. 







                                       F-19<PAGE>


                                ESSEX GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

          Following is a summary of significant actuarial assumptions used:



    <TABLE>
    <CAPTION>

                                                   Year Ended
                                                  December 31,
                                     --------------------------------------

                                         1995         1994          1993
                                     ------------ ------------  ------------
    <S>                                  <C>           <C>          <C>     
    Discount rates  . . . . . . . .      7.0%          8.5%         7.0%    
    Rates of increase in
     compensation levels  . . . . .      5.0%          5.0%         5.0%    

    Expected long-term rate of
     return on assets . . . . . . .      9.0%          9.0%         9.0%    

    </TABLE>

          In addition  to  the defined  benefit retirement  plans as  detailed
    above, the Company also sponsors defined contribution savings  plans which
    cover  substantially all  salaried and  non-union hourly employees  of the
    Company and  certain  other hourly  employees, represented  by  collective
    bargaining  agreements, who  negotiate this  benefit into  their contract.
    The hourly plans  were established in 1995 and 1994.  The purpose of these
    savings plans is generally to provide additional financial security during
    retirement by  providing  employees  with  an  incentive to  make  regular
    savings.   The Company s  contributions to the  defined contribution plans
    are based on employee contributions and totalled $1,123, $1,088 and $1,030
    in 1995, 1994 and 1993, respectively.

          During  1994  the  Company  implemented  an  unfunded,  nonqualified
    deferred compensation plan which permits certain key  management employees
    to annually  elect to  defer a  portion of  their compensation  and earn a
    guaranteed  interest rate on the  deferred amounts.   The total  amount of
    participant deferrals  and accrued interest,  which is reflected in  other
    long-term  liabilities, was $609 and  $101 at December 31,  1995 and 1994,
    respectively.










                                       F-20<PAGE>


                                ESSEX GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

    NOTE 8  STOCKHOLDER'S EQUITY

          The following is an analysis of stockholder's equity:

    <TABLE>
    <CAPTION>
                                                                Common
                                                              Stock Plus
                                                              Additional                Total
                                                               Paid In    Retained  Stockholder's
                                                               Capital    Earnings      Equity
                                                              ---------- ---------- --------------
    <S>                                                        <C>         <C>          <C>       
    Balance at December 31, 1992  . . . . . . . . . . . . .    $302,784    $(5,062)     $297,722  

    Net income  . . . . . . . . . . . . . . . . . . . . . .           -      6,010         6,010  
                                                               --------   --------      --------  

    Balance at December 31, 1993  . . . . . . . . . . . . .     302,784        948       303,732  

    Net income  . . . . . . . . . . . . . . . . . . . . . .           -     30,171        30,171  
                                                               --------   --------      --------  
    Balance at December 31, 1994  . . . . . . . . . . . . .     302,784     31,119       333,903  
                                                                        
    Net Income  . . . . . . . . . . . . . . . . . . . . . .           -     19,523        19,523  

    Cash dividends paid to Holdings . . . . . . . . . . . .    (198,748)   (40,000)     (238,748) 
                                                               ---------   --------     --------- 
    Balance at December 31, 1995  . . . . . . . . . . . . .     $104,036    $10,642      $114,678 
                                                               =========   ========      ======== 


    </TABLE>

    NOTE 9  RELATED PARTY TRANSACTIONS

          Advisory services fees of $1,000 were paid to affiliates of BHLP and
    BCP for 1995, 1994, and 1993.  It is expected that financial advisory fees
    to  an affiliate of BHLP will continue to be paid for such services in the
    future.

          At  December 31, 1995, Holdings had  outstanding 2,033,782 shares of
    15%  Series   B  Cumulative   Redeemable  Exchangeable  Preferred   Stock,
    Liquidation Preference  $25 Per Share,  (the  Series B Preferred  Stock ).
    The  accreted  balance of  the Series  B  Preferred Stock  was  $48,820 at
    December 31, 1995.  The  Series B Preferred Stock is  subject to mandatory
    redemption on September 30, 2004.  At the option of Holdings, the Series B
    Preferred Stock may be redeemed at a percentage of liquidation  preference
    declining  from 107.5%  beginning  September  30, 1995  to  100% beginning
    September 30, 1998, plus accumulated and unpaid dividends.  The  Revolving
    Credit Agreement permits the optional redemption of the Series B Preferred

                                       F-21<PAGE>


                                ESSEX GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

    Stock  only out  of proceeds  of a  Holdings primary  offering  (public or
    private) of common stock, or in exchange for debentures with terms similar
    to  those  of  the Series  B  Preferred Stock  or  in  exchange for  other
    preferred  stock on terms  no more onerous than  those presently existing.
    In order to  redeem the Series  B Preferred Stock  under the terms of  the
    Senior Note Indenture, Holdings would be required, among other things,  to
    seek the consent of the  holders of the Senior Notes, refinance the Senior
    Notes after they  become redeemable in May  1998, or obtain  funds through
    the sale of equity securities.

          Dividends on the Series B Preferred Stock are payable quarterly at a
    rate  of 15.0% per annum.   Dividends accruing on or  before September 30,
    1998 may, at  the option of Holdings, be paid  in cash, paid in additional
    shares  of  Series  B  Preferred Stock  or  in  any  combination  thereof.
    Dividends on  the Series  B Preferred Stock accruing  after September  30,
    1998 must be paid in cash.  Holdings does not expect to pay cash dividends
    on or prior to September 30, 1998.   Each of the Credit Facilities and the
    Senior Note Indenture restricts the payment of cash to Holdings.  In order
    to make cash  dividend payments on the Series  B Preferred Stock under the
    terms  of the  Senior Note  indenture, Holdings  would be  required, among
    other things,  to seek the consent  of the  holders of  the Senior  Notes,
    refinance the  Senior Notes after  they become redeemable in  May 1998, or
    obtain funds through the sale of equity securities.

          In  October 1995,  Holdings filed  with the Securities  and Exchange
    Commission  a registration  statement for  an offer  to exchange  an equal
    number of Series B Preferred  Stock  for all of its outstanding shares  of
    15% Series A Cumulative Redeemable  Exchangeable Preferred Stock due  2004
    (the  "Series A  Preferred Stock").   The terms of the  Series A Preferred
    Stock  and  the Series  B Preferred  Stock are  identical in  all material
    respects, except for certain  transfer restrictions relating to the Series
    A Preferred  Stock.  The  exchange was concluded in December  1995 for all
    outstanding shares of the Series A Preferred Stock.  

          Holdings is a holding  company with no operations and  has virtually
    no assets other than its ownership of the outstanding  common stock of the
    Company.  All of such stock is  pledged, however, to the lenders under the
    Revolving Credit Agreement.   Accordingly, Holdings' ability  to meet  its
    obligations when due under the terms of its indebtedness will be dependent
    on the Company's ability to pay  dividends, to loan, or  otherwise advance
    or transfer funds  to Holdings in amounts sufficient to  service Holdings'
    obligations.

    NOTE 10  DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE INFORMATION

         The  Company, to a limited extent, uses forward fixed price contracts
    and derivative  financial instruments to  manage foreign currency exchange
    and commodity price risks.  The Company  does not hold or issue  financial
    instruments for investment or trading purposes.  The Company is exposed to
    credit risk in  the event of nonperformance by counterparties  for foreign
    exchange  forward  contracts, metal  forward  price  contracts  and metals

                                       F-22<PAGE>


                                ESSEX GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

    futures  contracts but the Company  does not  anticipate nonperformance by
    any of these counterparties.  The amount of such exposure is generally the
    unrealized gains within the underlying contracts.

    FOREIGN EXCHANGE RISK MANAGEMENT

         The Company  engages in the  sale and purchase of  goods and services
    which periodically  require payment  or receipt of  amounts denominated in
    foreign currencies.   To protect  the Company's  related anticipated  cash
    flows from the risk of adverse foreign currency exchange fluctuations  for
    firm  sales and  purchase  commitments, the  Company enters  into  foreign
    currency forward exchange contracts.   At December 31, 1995  and 1994, the
    Company had  Deutschemark forward  exchange sales contracts  of $1,145 and
    $5,360,  respectively,   and  purchase  contracts   of  $886  and  $1,260,
    respectively.   The  fair value  of such  contracts approximated  contract
    amount.   Foreign currency  gains or losses resulting  from the  Company's
    operating and hedging activities are recognized in earnings in the  period
    in  which the hedged currency is  collected or paid.   The related amounts
    due  to or from counterparties are included in  other liabilities or other
    assets.

    COMMODITY PRICE RISK MANAGEMENT

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

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

         Purchase  contracts at December 31,  1995 and 1994  totalled 14.7 and
    2.8 million copper pounds, respectively, with contract amounts  of $17,100
    and $2,400 and estimated fair values of $16,900 and $3,700,  respectively.
    Sales contracts at December 31, 1995 totalled 13.5 million copper  pounds,
    with a contract amount of $16,600  and a fair value of $16,300.   Deferred
    and unrealized gains or losses on these futures contracts ($100 and $1,300
    gain  at December  31, 1995  and 1994,  respectively) are  included within
    other assets and will be recognized in earnings in the period in which the
    hedged  copper is  sold  to  customers and  the underlying  contracts  are
    liquidated,  when a  sale  is no  longer  expected to  occur or  when  the
    carryover copper is received.

                                       F-23<PAGE>


                                ESSEX GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

    FAIR VALUE OF FINANCIAL INSTRUMENTS

         The Company's  financial  instruments, exclusive  of certain  foreign
    currency  exchange and  futures  contracts as  discussed  above, generally
    consist of  cash and  cash equivalents and  long-term debt.   The carrying
    amounts of the Company's cash and cash equivalents approximated fair value
    at December  31, 1995  and 1994  while the  carrying amount  of the Senior
    Notes   exceeded  fair   value  by   approximately  $4,000   and  $12,000,
    respectively.  Fair values with respect to the Company's foreign  currency
    forward exchange  and copper  futures contracts  are determined  based  on
    quoted market prices.

    NOTE 11  CONTINGENT LIABILITIES AND COMMITMENTS

         There are various  claims and pending  legal proceedings against  the
    Company including environmental  matters and other matters arising  out of
    the ordinary course  of its business.   Pursuant to the  1988 Acquisition,
    UTC  agreed to  indemnify  the  Company against  all losses  (as  defined)
    resulting  from  or  in  connection  with  damage  or  pollution  to   the
    environment  and  arising from  events, operations,  or activities  of the
    Company prior  to February 29,  1988 or  from conditions or  circumstances
    existing at  February 29,  1988.  Except  for certain  matters relating to
    permit  compliance, the  Company  is fully  indemnified  with  respect  to
    conditions, events  or circumstances  known to UTC prior  to February  29,
    1988.  The sites covered by this indemnity are handled directly by UTC and
    all payments  required to be made  are paid directly by  UTC.  The amounts
    related  to  this  environmental  contingency  are  not  material  to  the
    Company's consolidated financial statements.   UTC also provided a  second
    environmental indemnity  which deals with  losses related to environmental
    events, conditions or  circumstances existing at or prior to  February 29,
    1988, which only became known in the five year window commencing  February
    29, 1988.  As to any such losses, the Company is responsible for the first
    $4,000 incurred.  Management and its legal counsel periodically review the
    probable  outcome of pending proceedings and the costs reasonably expected
    to  be incurred.  The Company accrues for  these costs when it is probable
    that  a liability  has been  incurred and  the amount  of the loss  can be
    reasonably estimated.  After consultation with counsel, in the opinion  of
    management, the ultimate cost to the Company, exceeding amounts  provided,
    will not  materially affect its consolidated financial position or results
    of operations.

         At December 31, 1995,  the Company had purchase commitments  of 514.4
    million pounds of copper.  This is not expected to be either a quantity in
    excess of needs or  at prices in excess  of amounts that can be  recovered
    upon  sale of  the related  copper products.   The  commitments are  to be
    priced based  on the   COMEX  price in  the contractual  month of shipment
    except for  50.9 million pounds  of copper that have been  priced at fixed
    amounts  through  forward purchase  contracts  covered  by  customer sales
    agreements  at  copper  prices  at  least equal  to  the  Company's copper
    commitment.


                                       F-24<PAGE>


                                ESSEX GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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

         At December 31,  1995, the  Company had committed  $4,637 to  outside
    vendors for certain capital projects.

         The Company  occupies space  and uses  certain equipment  under lease
    arrangements.   Rent expense  was  $7,478, $6,912  and $6,224  under  such
    arrangements for 1995, 1994 and 1993, respectively.  Rental commitments at
    December 31, 1995 under  long-term noncancellable operating leases were as
    follows:

    <TABLE>
    <CAPTION>

                             Real Estate       Equipment           Total
                             -----------       ---------           -----
     <S>                       <C>              <C>                <C>   

     1996                      $2,929           $2,821             $5,750
     1997                       2,132            2,099              4,231
     1998                       1,682            1,990              3,672
     1999                       1,791            1,048              2,839
     2000                       1,589              903              2,492
     After 2000                11,341              633             11,974
                              -------           ------            -------
                              $21,464           $9,494            $30,958
                              =======           ======            =======
    </TABLE>


    NOTE 12  QUARTERLY FINANCIAL DATA (UNAUDITED)

    <TABLE>
    <CAPTION>

    1995                                    1st Qtr      2nd Qtr      3rd Qtr     4th Qtr
    -----------------------------------  ------------ ------------ ------------ ------------
    <S>                                     <C>         <C>          <C>          <C>       
    Net sales . . . . . . . . . . . . .     $289,649    $288,534     $308,288     $315,179  
    Gross margin  . . . . . . . . . . .       42,426      37,598       44,765       46,350  

    Income before extraordinary charge         9,184       4,044        6,117        3,149  
    Net income (a)  . . . . . . . . . .       $9,184      $1,073       $6,117       $3,149  

    </TABLE>









                                                 F-25<PAGE>


                                ESSEX GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

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



    <TABLE>
    <CAPTION>
    1994                                    1st Qtr      2nd Qtr      3rd Qtr       4th Qtr
    -----------------------------------  ------------ ------------  ------------ ------------
    <S>                                      <C>         <C>          <C>          <C>       
    Net sales . . . . . . . . . . . . .      $231,832    $246,558     $265,897     $265,788  
    Gross margin  . . . . . . . . . . .        40,184      38,680       42,375       42,225  
    Net income  . . . . . . . . . . . .        $7,783      $7,145       $7,998       $7,245  

    </TABLE>

    (a)  In the second  quarter 1995, the Company  recognized an extraordinary
         charge  of  $2,971 ($.08  per share),  net  of applicable  income tax
         benefit  of $1,980,  representing the  write-off of  unamortized debt
         expense in  connection  with the  termination  of its  former  credit
         agreement (see Note 5).


































                                       F-26<PAGE>


                                                                   SCHEDULE II

                                ESSEX GROUP, INC.

                        VALUATION AND QUALIFYING ACCOUNTS


    <TABLE>
    <CAPTION>

                                               Year Ended
                                              December 31, 
                              ---------------------------------------------
    In Thousands of Dollars       1995            1994            1993
    -----------------------   ---------------------------------------------

    <S>                          <C>             <C>               <C>      
    Allowance for doubtful
    accounts:

    Balance at beginning 
    of year . . . . . . . .      $3,537          $2,811            $2,455   
    Provision . . . . . . .         676           1,332               850   
    Write-offs  . . . . . .        (476)           (900)             (765)  
    Recoveries  . . . . . .         193             294               271   
                               --------        --------          --------   

    Balance at end of year  
                                 $3,930          $3,537            $2,811   
                               ========        ========          ========   
    </TABLE>




























                                               S-1<PAGE>


                                  EXHIBIT INDEX

                                                           Location of Exhibit
    Exhibit                                                   in Sequential   
    Number        Description of Document                   Numbering System  
    --------------------------------------------------------------------------

    2.01    Agreement and  Plan  of Merger,  dated as  of July  24, 1992  (the
            "Merger  Agreement"),  between  B E  Acquisition  Corporation  and
            BCP/Essex Holdings  Inc. (then  known as MS/Essex  Holdings Inc.),
            incorporated  by reference  to Exhibit  2.1 to  BCP/Essex Holdings
            Inc.'s  (then known as  MS/Essex Holdings Inc.)  Current Report on
            Form  8-K, filed  with the Securities  and Exchange  Commission on
            August 10, 1992 (Commission File No. 1-10211).
    2.02    Amendment dated as  of October 1, 1992, to  the Agreement and Plan
            of  Merger  between  B E  Acquisition  Corporation  and  BCP/Essex
            Holdings Inc. (then known as MS/Essex Holdings Inc.), incorporated
            by reference to  Exhibit 2.2 to BCP/Essex Holdings  Inc.'s Current
            Report  on  Form 8-K,  filed  with  the  Securities  and  Exchange
            Commission on October 26, 1992 (Commission File No. 1-10211).
    3.01    Certificate  of Incorporation  of the registrant  (Incorporated by
            reference to Exhibit 3.01  to the Company's Registration Statement
            on Form S-1, File No. 33-20825).
    3.02    By-Laws of the registrant,  as amended. (Incorporated by reference
            to Exhibit  3.02 to the  Company's Annual Report on  Form 10-K for
            the fiscal year ended December 31, 1991). 
    4.01    Indenture  under  which   the  10%  Senior  Notes  Due   2003  are
            outstanding,  incorporated  by reference  to  Exhibit  4.1 to  the
            Company's Registration Statement on Pre-Effective  Amendment No. 1
            to Form S-2 (Commission File No. 33-59488). 
    9.01    Investors  Shareholders Agreement  dated  as of  October 9,  1992,
            among  B E  Acquisition  Corporation,  Bessemer Capital  Partners,
            L.P., certain  affiliates of  Donaldson, Lufkin &  Jenrette, Inc.,
            certain affiliates of  Goldman, Sachs &  Co., and Chemical  Equity
            Associates,  a  California  Limited Partnership,  incorporated  by
            reference  to Exhibit  28.1 to  BCP/Essex Holdings  Inc.'s Current
            Report  on  Form 8-K,  filed  with  the  Securities  and  Exchange
            Commission on October 26, 1992 (Commission File No. 1-10211).
    9.02    Management Stockholders and Registration Rights Agreement dated as
            of October 9,  1992, among B E  Acquisition Corporation,  Bessemer
            Capital Partners, L.P. and certain employees of the registrant and
            its  subsidiaries, incorporated  by reference  to Exhibit  28.3 to
            BCP/Essex Holdings Inc.'s Current  Report on Form 8-K,  filed with
            the  Securities  and  Exchange  Commission  on  October  26,  1992
            (Commission File No. 1-10211).
    9.03    Form of Irrevocable Proxy dated as of  October 9, 1992, granted to
            Bessemer  Capital  Partners,  L.P.  by certain  employees  of  the
            registrant  and its  subsidiaries,  incorporated  by reference  to
            Exhibit 28.4  to BCP/Essex Holdings Inc.'s Current  Report on Form
            8-K, filed  with the Securities and Exchange Commission on October
            26, 1992 (Commission File No. 1-10211).
    10.01   Engagement  Letter  dated July  22,  1992  among Bessemer  Capital
            Partners, L.P., B E Acquisition Corporation, and Donaldson, Lufkin
            &  Jenrette, Inc., incorporated  by reference to  Exhibit 10.10 to
            registrant's  Annual  Report on  Form  10-K  for  the  year  ended
            December 31, 1992 (Commission File No. 1-7418).<PAGE>


                                                           Location of Exhibit
    Exhibit                                                   in Sequential   
    Number        Description of Document                   Numbering System  
    --------------------------------------------------------------------------

    10.02   Amendment dated  October 9, 1992 among  Bessemer Capital Partners,
            L.P., B  E Acquisition Corporation, Donaldson,  Lufkin & Jenrette,
            Inc. and Goldman, Sachs  and Co., to Engagement Letter  dated July
            22,  1992 among Bessemer  Capital Partners, L.P.,  B E Acquisition
            Corporation  and Donaldson, Lufkin  & Jenrette, Inc., incorporated
            by reference  to Exhibit  10.11 to  registrant's Annual  Report on
            Form  10-K for the year  ended December 31,  1992 (Commission File
            No. 1-7418).
    10.03   Advisory Services Agreement dated  as of December 15, 1992,  among
            Bessemer Capital  Partners, L.P., the registrant  and Essex Group,
            Inc.   incorporated  by   reference  to   Exhibit  10.15   to  the
            registrant's  Annual Report on Form 10-K for the fiscal year ended
            December 31, 1992 (Commission File No. 1-7418).
    10.04   Credit Agreement dated as of April 12, 1995, among the registrant,
            Essex,  the lenders  named therein  and Chemical  Bank, as  agent,
            incorporated  by reference  to  Exhibit 10.1  to the  registrant's
            Quarterly  Report  on Form  10-Q,  filed with  the  Securities and
            Exchange Commission on May 12, 1995.
    10.05   Senior  Unsecured Note Agreement dated as of April 12, 1995, among
            the registrant, as guarantor, Essex, the lenders named therein and
            Chemical Bank, as administrative agent, incorporated by  reference
            to Exhibit 10.2 to the registrant's Quarterly Report on Form 10-Q,
            filed with the Securities and Exchange Commission on May 12, 1995.
    10.06   Agreement and Lease  dated as  of April 12,  1995, between  Mellon
            Financial  Services Corporation  #3  and  Essex,  incorporated  by
            reference to Exhibit 10.3 to the registrant's Quarterly Report  on
            Form 10-Q,  filed with the  Securities and Exchange  Commission on
            May 12, 1995.
    10.07   First Amendment dated  May 16, 1995  among the registrant,  Essex,
            the  lenders named  therein and  Chemical Bank,  as agent,  to the
            Credit  Agreement  dated April  12,  1995,  among the  registrant,
            Essex,  the  lenders named  therein  and Chemical  Bank,  as agent
            (Commission File No. 33-93232).
    10.08   Form of Indenture for  15% Junior Subordinated Exchange Debentures
            due September 30, 2004 (Commission File No. 33-93232). 
    12.01   Computation of Ratio of Earnings to Fixed Charges.
    21.01   Subsidiaries of the registrant.
    99.01   Registration Rights Agreement dated  as of October 9,  1992, among
            B E  Acquisition  Corporation,  certain affiliates  of  Donaldson,
            Lufkin  & Jenrette, Inc.,  certain affiliates of  Goldman, Sachs &
            Co.,  and   Chemical  Equity  Associates,  A   California  Limited
            Partnership,  incorporated   by  reference  to   Exhibit  28.2  to
            BCP/Essex Holdings Inc.'s Current Report  on Form 8-K, filed  with
            the  Securities  and  Exchange  Commission  on  October  26,  1992
            (Commission File No. 1-10211).
    99.02   Amended and Restated Stock Option Plan of BCP/Essex Holdings Inc.,
            incorporated  by reference  to Exhibit  4.7 to  BCP/Essex Holdings
            Inc.'s Current Report on  Form 8-K, filed with the  Securities and
            Exchange  Commission on October  26, 1992 (Commission  File No. 1-
            10211).
    99.03   Amendment No. 1 dated as of  June 5, 1995 to the 1992 Registration
            Rights Agreement (Commission File No. 33-93232).
    99.04   Registration Rights Agreement between  the Company and  Donaldson,
            Lufkin &  Jenrette Securities Corporation and Goldman, Sachs & Co.
            dated as of June 5, 1995 (Commission File No. 33-93232).<PAGE>


                                                                 EXHIBIT 12.01

                                ESSEX GROUP, INC.

                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

    <TABLE>
    <CAPTION>
                                              SUCCESSOR
                             --------------------------------------------
                                                             Three Month
                                       Year Ended           Period Ended
                                      December 31,          December 31,
                            -------------------------------
    In Thousands of Dollars    1995      1994       1993        1992
    <S>                     <C>        <C>        <C>            <C>     
    Income (loss) before
     taxes and
    extraordinary           $22,494   $52,871     $22,429        $(6,962)
     charge


    Add:
     Interest Expense        34,683    24,554      25,241          8,086 


     Portion of rents
      representative of
      interest factor         2,490    2,302        2,073            650 

     Current period
      amortization of
      interest capitalized
      in prior periods          120       95            8              - 
                            -------   -------     -------        ------- 


    Income as adjusted      $59,787   $79,822     $49,751         $1,774 
                            =======   =======     =======        ======= 
                                      
    Fixed charges:
      Interest incurred:
       Amount expensed      $34,683   $24,554     $25,241         $8,086 

       Amount capitalized       565      132        1,599            116 
      Portion of rents
       representative of
       interest factor        2,490    2,302        2,073            650 
                            -------   -------     -------        ------- 
                                      

    Total fixed charges     $37,738   $26,988     $28,913         $8,852 
                             ======   =======     =======        ======= 

    Ratio of earnings to
     fixed charges (a)          1.6      3.0          1.7              - 
                                ===      ===          ===            === 
    /TABLE
<PAGE>



    (a)     Earnings of the Successor were insufficient to cover fixed charges
            by the amount of $7,078 for the three month  period ended December
            31, 1992.


    <TABLE>
    <CAPTION>
                                                           PREDECESSOR
                                               ----------------------------------
                                                    Nine Month
                                                   Period Ended      Year Ended
                                                   September 30,    December 31,
    In Thousands of Dollars, Except Ratio Data         1992             1991
    -----------------------------------------------------------------------------

    <S>                                                 <C>            <C>       
    Income (loss) before
     taxes and extraordinary
     charge                                             $14,714        $27,741   

    Add:
     Interest expense                                    14,505         24,969   

     Portion of rents
      representative of
      interest factor                                     1,379          1,876   


     Current period
      amortization of
      interest capitalized
      in prior periods                                       48             63   
                                                        -------        -------   
    Income as adjusted                                  $30,646        $54,649   
                                                        =======        =======   
    Fixed charges:
      Interest incurred:
       Amount expensed                                  $14,505        $24,969   
       Amount capitalized                                   220              -   

      Portion of rents
       representative of
       interest factor                                    1,379          1,876   
                                                        -------        -------   
    Total fixed charges                                 $16,104        $26,845   
                                                        =======        =======   
    Ratio of earnings to
     fixed charges (a)                                      1.9            2.0   
                                                            ===            ===   
    </TABLE>

    (a)     Earnings of the Successor were insufficient to cover fixed charges
            by the amount of $7,078 for the three month  period ended December
            31, 1992.<PAGE>


                                                                 EXHIBIT 21.01


                           ESSEX GROUP, INC. (MICHIGAN)

                          SUBSIDIARIES OF THE REGISTRANT





    Essex Group, Inc. . . . . . . . . . . . . . . . . . .  Delaware

    Essex International, Inc. . . . . . . . . . . . . . .  Delaware

    Essex Wire Corporation  . . . . . . . . . . . . . . .  Michigan

    Diamond Wire & Cable Co.  . . . . . . . . . . . . . .  Illinois

    US Samica Corporation . . . . . . . . . . . . . . . .  Vermont

    Femco Magnet Wire Corporation . . . . . . . . . . . .  Indiana

    Essex Group Export Inc. . . . . . . . . . . . . . . .  U.S. Virgin Islands

    Interstate Industries Holdings Inc. . . . . . . . . .  Delaware

    Interstate Industries, Inc. . . . . . . . . . . . . .  Mississippi

    Essex Group Mexico Inc. . . . . . . . . . . . . . . .  Delaware

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

    SX Mauritius Holding Inc. . . . . . . . . . . . . . .  Mauritius<PAGE>