<PAGE> 


                                 FORM 10-Q


                     SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549


                    QUARTERLY REPORT PURSUANT TO SECTION
                   13 OR 15(d) OF THE SECURITIES EXCHANGE
                                ACT OF 1934

             For the quarterly period ended September 30, 1996

Commission File Number 1-12280

                                BELDEN INC.
           (Exact Name of Registrant as Specified in its Charter)

      Delaware                                      76-0412617
 (State or Other Jurisdiction of               (I.R.S. Employer
  Incorporation or Organization)              Identification No.)


                     7701 Forsyth Boulevard, Suite 800
                         St. Louis, Missouri 63105
           (Address of Principal Executive Offices and Zip Code)

                               (314) 854-8000
            (Registrant's Telephone Number, Including Area Code)


  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 requirement
  for the past 90 days.

                  Yes   X           No                

  Number  of  shares  outstanding  of the issuer's Common Stock, par
  value $.01 per share, as of November 1, 1996: 26,137,882 shares





                                                               Page 1 of 13 <PAGE>
 
<PAGE>



                       PART I   FINANCIAL INFORMATION

Item 1:   Financial Statements
<TABLE>
<CAPTION>
                        CONSOLIDATED BALANCE SHEETS

                                                                        September 30,         December 31,
                                                                              1996               1995
                                                                           (Unaudited)
                                                                                    (in thousands)
                                                             ASSETS
<S>                                                                       <C>                 <C>
Current assets:
   Cash and cash equivalents                                              $       450         $      750
   Receivables                                                                102,063             93,931
   Inventories                                                                 67,130             67,961
   Deferred income taxes                                                        5,645              6,906
   Other                                                                        2,737              3,616

      Total current assets                                                    178,025            173,164
Property, plant and equipment, less 
   accumulated depreciation                                                   148,774            143,648
Intangibles, less accumulated amortization                                     14,207             15,862
Other assets                                                                        -                113
                                                                             $341,006           $332,787

                                                 LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable and accrued liabilities                                  $ 63,744          $  78,847
   Income taxes payable                                                         5,063              4,399
      Total current liabilities                                                68,807             83,246
Long-term debt                                                                 70,777             81,458
Postretirement benefits other than pensions                                    17,534             18,555
Deferred income taxes                                                           7,843              8,014
Other long-term liabilities                                                    11,484              9,612
Stockholders' equity:
   Preferred stock                                                                  -                  -
   Common stock                                                                   261                261
   Additional paid-in capital                                                  51,084             51,034
   Retained earnings                                                          119,123             83,717
   Translation component                                                       (4,234)            (3,110)

   Treasury stock, at cost                                                     (1,673)                 -
      Total stockholders' equity                                              164,561            131,902
                                                                             $341,006           $332,787
</TABLE>
See accompanying notes.










                                         - 2 - <PAGE>
 
<PAGE>
<TABLE>
<CAPTION>

                       CONSOLIDATED INCOME STATEMENTS
                                (Unaudited)

                                                               Nine Months Ended         Three Months Ended
                                                                 September 30,              September 30,     
                                                              1996          1995         1996        1995
                                                                      (in thousands, except per share data)

<S>                                                         <C>          <C>           <C>          <C>
Revenues                                                    $495,991     $430,793      $159,067     $156,722
Cost of sales                                                373,281      323,181       119,284      118,456
   Gross profit                                              122,710      107,612        39,783       38,266
Selling, general and administrative expenses                  55,221       52,254        16,778       18,366

   Operating earnings                                         67,489       55,358        23,005       19,900
Interest expense                                               2,752        2,891           879        1,112
   Income before income taxes                                 64,737       52,467        22,126       18,788
Income taxes                                                  25,423       20,593         8,698        7,374

      Net income                                              39,314       31,874        13,428       11,414
Net income per share                                           $1.50        $1.21          $.51         $.43

</TABLE>
See accompanying notes.

































                                    - 3 - <PAGE>
 
<PAGE>
<TABLE>
<CAPTION>

                     CONSOLIDATED CASH FLOW STATEMENTS
                                (Unaudited)

                                                                                Nine Months Ended
                                                                                     September 30,             
                                                                               1996               1995
                                                                                   (in thousands)

                                    
<S>                                                                          <C>                <C>
Cash flows from operating activities:
   Net income                                                                $ 39,314           $ 31,874
   Adjustments to reconcile net income to net cash
      provided by operating activities:
      Depreciation                                                             11,871             10,190
      Amortization                                                              1,117              1,191
      Deferred income taxes                                                     1,091                987
      Changes in operating assets and liabilities(*):
           Receivables                                                         (9,561)             1,298
           Inventories                                                           (129)           (10,880)
           Accounts payable and accrued liabilities                           (13,260)            (7,342)
           Income taxes payable                                                   823                914
           Other assets and liabilities, net                                    2,911                337

               Net cash provided by operating activities                       34,177             28,569
Cash flows from investing activities:
   Capital expenditures                                                       (20,400)           (14,687)
   Cash paid for acquired businesses                                                -            (59,789)
   Proceeds from sales of property, plant and equipment                           120                106
               Net cash used for investing activities                         (20,280)           (74,370)
Cash flows from financing activities:
   Net borrowings (payments) under long-term credit
     facility and credit agreements                                            (8,580)            49,817
   Exercise of stock options                                                      749                436
   Purchase of treasury stock                                                  (2,425)                 -
   Cash dividends paid                                                         (3,908)            (3,912)

               Net cash used for financing activities                         (14,164)            46,341
Effect of exchange rate changes on cash and cash equivalents                      (33)               516
Increase (decrease) in cash and cash equivalents                                 (300)             1,056
Cash and cash equivalents, beginning of period                                    750              4,700

Cash and cash equivalents, end of period                                       $  450          $   5,756
</TABLE>

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

See accompanying notes.











                                         - 4 -<PAGE>
<PAGE>



                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (Unaudited)

Note 1:  Summary of Significant Accounting Policies

Basis of Presentation
The  accompanying  Consolidated Financial Statements include Belden and all
of its subsidiaries. All significant intercompany accounts and transactions
are  eliminated in consolidation. The financial information presented as of
any date other than December 31, 1995, has been prepared from the books and
records  without  audit. The accompanying Consolidated Financial Statements
have  been prepared in accordance with the instructions to Form 10-Q and do
not  include all of the information and the footnotes required by generally
accepted  accounting  principles for complete statements. In the opinion of
management,  all  adjustments,  consisting  only  of  normal  recurring
adjustments, necessary for a fair presentation of such financial statements
have  been included. These Consolidated Financial Statements should be read
in conjunction with the Consolidated Financial Statements and notes thereto
contained  in  the  Company's Annual Report on Form 10-K for the year ended
December 31, 1995.

Note 2:  Supplemental Cash Flow Information

Cash  payments  for  income  taxes during the first nine months of 1996 and
1995  amounted  to  $23,531,000 and $18,798,000, respectively.  Included in
these  amounts  were  $8,400,000  and $9,000,000 paid to Cooper Industries,
Inc. in the first nine months of 1996 and 1995, respectively, in accordance
with a Tax Sharing and Separation Agreement.

Total  interest  paid,  net  of  amounts capitalized, during the first nine
months  of  1996  and  1995  amounted  to  $2,803,000  and  $2,896,000,
respectively. 

Note 3:  Inventories
<TABLE>
<CAPTION>
                                                                           September 30,       December 31,
                                                                               1996               1995
                                                                                    (in thousands)

<S>                                                                          <C>                <C>
Raw materials                                                                $ 14,850           $ 17,449
Work-in-process                                                                19,272             19,374
Finished goods                                                                 48,500             46,236
Perishable tooling and supplies                                                 3,752              3,512

   Total                                                                       86,374             86,571
Allowances (primarily LIFO reserves)                                          (19,244)           (18,610)
   Net inventories                                                           $ 67,130           $ 67,961
</TABLE>








                                    - 5 - <PAGE>
 
<PAGE>



Note 4:  Per Share Information

Earnings  per share have been computed based on the weighted average number
of  common  shares outstanding and common stock options which are dilutive,
using the treasury stock method. The shares used in the computation for the
three  months  ended  September  30,  1996  and  1995  were  26,231,000 and
26,292,000,  respectively.  The shares used in the computation for the nine
months  ended  September  30, 1996 and 1995 were 26,226,000 and 26,236,000,
respectively.

On  August 15, 1996, the Company declared a quarterly cash dividend of $.05
per share payable on October 1, 1996.

Note 5:  Subsequent Event

On  October  22,  1996,  the Company entered into a definitive agreement to
purchase substantially all of the assets of Intech Cable, Inc. (Intech) for
cash.    Intech,  with  revenues  of $34 million in 1995,  manufactures and
markets  specialty  wire  and cable for a variety of markets, including the
telecommunications and industrial markets. 

This  acquisition,  which is contingent on several factors including review
by  appropriate  government  organizations, will be accounted for under the
purchase  method  of  accounting and is expected to close by the end of the
year.



Item 2:  Management's  Discussion and Analysis of Results of Operations and
         Financial Condition

Results of Operations

Nine  Months  Ended  September  30,  1996  Compared  With Nine Months Ended
September 30, 1995

Revenues
Revenues  for  the nine months ended September 30, 1996 were $496.0 million
compared  with  $430.8 million in the same period last year, an increase of
15%,  approximately half of which was due to the acquisitions of Pope Cable
and  Wire  B.V.  (Pope)  and  American  Electric  Cordsets  (AEC). Revenues
increased  7%  when including revenues of Pope (acquired April 3, 1995) and
AEC (acquired March 23, 1995) as if they had been acquired at the beginning
of the period. The following table shows the components of the 15% increase
in  the Company's revenues for the first nine months of 1996 in each of the
Company's four served markets.






                                         - 6 - <PAGE>
 
<PAGE>


<TABLE>
<CAPTION>
                                                                                % Increase 
                                                      % of Total             in 1996 Revenues
                                                        Revenues             Compared with 1995
<S>                                                        <C>                      <C>
Computer                                                   33%                      11%
Audio/video                                                26                       24
Industrial                                                 17                       23
Electrical                                                 24                       7
</TABLE>
The  increase  in  the  computer  market revenues for the nine months ended
September  30,  1996  compared with 1995 was due to the acquisition of Pope
and  growth  in  networking  of  computers, workstations and servers, which
resulted  in increased sales of the Company's high performance twisted pair
products.    However,  the  rate  of  growth  in revenues for the Company's
networking  cables  slowed  in the second quarter and turned unfavorable in
the  third  quarter.    Elevated  inventory  levels  at certain significant
customers,  which negatively affected orders, and lower copper costs, which
were reflected in reduced selling prices, both contributed to this trend in
revenues.  In addition, the Company reduced prices for its high temperature
computer  networking  cables  in August primarily to be more competitive in
the  market.    Customer  inventory levels have since been reduced, but the
impact  of  lower  copper  prices  and the price reductions are expected to
continue  to  constrain revenue growth in the fourth quarter.  Sales of the
Company's  computer interconnection products, which link personal computers
to  discrete  peripheral  devices  and  mainframes  to terminals, were down
slightly  during the first nine months of 1996 compared with the first nine
months of 1995.

The revenue growth in the audio/video market was due to additional revenues
from  the  acquisition  of  Pope and increased sales of the Company s cable
television  (CATV)  and  broadcast  products. Demand for domestic CATV drop
cable  has  declined  as  CATV  providers  have  delayed  spending  due  to
uncertainties  regarding  telecommunication  network  architecture  and the
effect  of  the  telecommunications  legislation enacted earlier this year.
This   decline  in  domestic  CATV  revenues  was  offset  by  increased
international sales of CATV drop and fiber optic cables. 

Industrial  market  revenues  benefited  from  continued  strong  capital
investment  by  manufacturers  and  increased  market  penetration  by  the
Company.   The Company has penetrated the industrial markets as a result of
the  introduction  of  new signal and alarm products in 1996  and a focused
selling effort.











                                         - 7 - <PAGE>
 
<PAGE>



The  acquisitions  of  Pope  and  AEC  represented all of the growth in the
electrical market revenues during the first nine months of 1996.  Excluding
the  impact  of the acquisitions, revenues declined almost 7%. This decline
was  primarily  attributable  to  reductions in selling prices due to lower
copper  costs  and  weaker  demand in Canada and Europe. Management expects
continued decline in demand throughout 1996 for electrical products sold in
Canada and Europe due to weakness in these economies.  In order to focus on
more  profitable  product  lines,  the  Company  discontinued manufacturing
residential  building  wire  in  Canada  in  September  1996, which is also
expected to contribute to lower future revenues.

Average  prices  for  the  Company's  products  were down in the first nine
months  of 1996 compared with 1995. This decline was primarily attributable
to  a  decline  in  copper  costs during the period and price reductions on
CATV,  computer  interconnect  and  high  temperature  computer  networking
products  to  be more competitive in the market. Revenues were also reduced
by  approximately  $5  million  due  to  the  unfavorable impact of foreign
currency  exchange  rates.    All  of these factors will continue to affect
average  selling  prices  in  the fourth quarter.  In addition, the Company
changed  its  internal  accounting  calendar in 1996 such that each quarter
now  has  thirteen weeks.  This change, although not impacting revenues for
the  full  year,  will  result  in one less week of shipments in the fourth
quarter of 1996 compared with 1995.

Costs, Expenses and Earnings
The  following  table  sets  forth  information regarding the components of
earnings for the first nine months of 1996 compared with the same period in
1995.
<TABLE>
<CAPTION>
                                                          Nine Months Ended                 % Increase
                                                            September 30,                  1996 Compared
                                                      1996                 1995               With 1995
                                                    (in thousands, except % data)

<S>                                              <C>                    <C>                      <C>
Gross profit                                     $122,710               $107,612                 14.0%
   As a % of revenue                                 24.7%                  25.0%

Operating earnings                               $67,489                $55,358                  21.9%
   As a % of revenue                                 13.6%                  12.9%

Income before income taxes                       $64,737                $52,467                  23.4%
   As a % of revenue                                 13.1%                  12.2%

Net income                                       $39,314                $31,874                  23.3%
   As a % of revenue                                  7.9%                   7.4%

</TABLE>






                                           - 8 - <PAGE>
 
<PAGE>



The revenue growth for the first nine months of 1996 caused the increase in
gross  profit.    However,  gross  profit as a percent of revenues declined
during  the  period  as  a result of  the impact of including the currently
less  profitable  Pope  and  AEC  and  price  reductions  taken  to be more
competitive in certain markets. Productivity gains at our European facility
and  the  impact  of  lower  copper  and other raw material costs partially
offset this decline. 

Operating  earnings increased during the first nine months of 1996 compared
to the first nine months of 1995 due to greater gross profit. This increase
was  partially offset by the additional selling, general and administrative
costs  of  the  acquired  operations.  Operating  earnings  as a percent of
revenues  for  the first nine months of 1996 increased from the same period
in  1995  due  primarily to savings from the consolidation of the Company's
operations in Europe and leveraging of the Company's fixed selling, general
and administrative costs with increased unit sales.

Income  before  income  taxes  increased due to greater operating earnings.
Interest  expense declined during the first nine months of 1996 compared to
1995  as  lower interest rates more than offset the increase in debt levels
associated  with  the  acquisitions  and  the  elevation of working capital
levels.  Average debt during the first nine months of 1996 and 1995 was $85
million and $71 million, respectively. The Company's average daily interest
rate  for  the  first nine months of 1996 was 5.0% compared to 5.7% for the
same period in 1995. 

The Company's effective tax rate was 39.3% and 39.2%, respectively, for the
first nine months of 1996 and 1995.


Three  Months  Ended  September  30,  1996 Compared With Three Months Ended
September 30, 1995

Revenues
Revenues  for  the  three  months  ended September 30, 1996 increased 2% to
$159.1  million  compared with $156.7 million in the same period last year.
The  following  table  shows  the  components  of  the  2%  increase in the
Company's  third quarter 1996 revenues in each of the Company's four served
markets.

<TABLE>
<CAPTION>
                                                                                  % Change
                                                      % of Total             in 1996 Revenues
                                                        Revenues             Compared with 1995
<S>                                                        <C>                      <C>
Computer                                                   32%                      (3)%
Audio/video                                                27                       9
Industrial                                                 17                       21
Electrical                                                 24                       (10)
</TABLE>



                                  - 9 - <PAGE>
 
<PAGE>



Factors  affecting  the revenue improvement, excluding the acquisitions, in
the  three  months  ended September 30, 1996 and 1995, were essentially the
same  as  those  noted  above  in  the  comparison of the nine months ended
September 30, 1996 and 1995. However, the impact of elevated inventories at
certain  customers  and reduced pricing due to lower copper costs and price
reductions  taken on the Company's high temperature networking cables, were
more severe in the third quarter of 1996 compared to 1995.

Costs, Expenses and Earnings
The  following  table  sets  forth  information regarding the components of
earnings  for  the  third  quarter of 1996 compared with the same period in
1995.
<TABLE>
<CAPTION>
                                                          Three Months Ended                % Increase
                                                            September 30,                  1996 Compared
                                                      1996                 1995               With 1995
                                                    (in thousands, except % data)

<S>                                                <C>                    <C>                      <C>
Gross profit                                       $39,783                $38,266                  4.0%
   As a % of revenue                                 25.0%                  24.4%

Operating earnings                                 $23,005                $19,900                  15.6%
   As a % of revenue                                 14.5%                  12.7%

Income before income taxes                         $22,126                $18,788                  17.8%
   As a % of revenue                                 13.9%                  12.0%

Net income                                         $13,428                $11,414                  17.6%
   As a % of revenue                                  8.4%                   7.3%
</TABLE>
Revenue  growth,  productivity improvements and lower costs for certain raw
materials  other  than copper contributed to the increases in gross profit.
The  productivity  improvements  and  lower costs for certain raw materials
other  than  copper  also  contributed to the increase in gross profit as a
percent of revenues, as did the impact of lower copper costs. Because lower
copper  costs affected both revenues and expenses, it had minimal impact on
gross profit.

Operating  earnings  increased  during the three months ended September 30,
1996  compared  with  the  same period in 1995 due to greater gross profit,
savings  realized  from  the  consolidation  of the Company's operations in
Europe  and  controlled  discretionary  spending. The increase in operating
earnings  as  a  percent  of revenues from the third quarter of 1995 to the
third quarter of 1996 was attributable to the increase in gross profit as a
percent of revenues and a  reduction in selling, general and administrative
costs  primarily due to savings realized from consolidation of the European
operations and controlled discretionary spending.





                                         - 10 - <PAGE>
 
<PAGE>



The  increase  in  income  before  income taxes was due to higher operating
earnings and lower interest costs during the third quarter of 1996 compared
to  the  same  period in 1995. A decline in average debt levels and average
interest  rates contributed to the decrease in interest costs. Average debt
during  the third quarter of 1996 and 1995 was $86 million and $89 million,
respectively.  The  Company's  average  daily  interest  rate for the third
quarter of 1996 was 5.0% compared with 5.5% for the same period in 1995.

The  Company's  effective  tax rate was 39.3% and 39.2%, respectively,  for
the third quarter of 1996 and 1995. 

Financial Condition

Liquidity and Capital Resources

The  Company  has a $150 million multicurrency variable rate bank revolving
credit  agreement  ("Credit  Agreement")  with  a group of eight banks. The
Credit  Agreement is unsecured and expires in August 1999. At September 30,
1996,  the Company had $79 million available under the Credit Agreement. In
addition,  as of September 30, 1996, the Company had unsecured, uncommitted
arrangements with five banks under which it may borrow up to $80 million at
prevailing  interest  rates.  At  September  30,  1996, the Company had $48
million  available  under these arrangements. The Company expects that cash
provided  by operations and borrowings available under the Credit Agreement
will  provide  it with sufficient liquidity to meet its operating needs and
fund its normal dividends and anticipated capital expenditures.

Working Capital
During the first nine months of 1996, operating working capital (defined as
r e ceivables  and  inventories  less  payables  and  accrued  liabilities,
excluding the effect of exchange rate changes) increased $19.2 million. The
increase  was  primarily  due  to increases in inventories, associated with
supporting  current  growth  and  the  slowdown  in  certain  markets,  and
decreases  in  accounts  payable  and  accrued  liabilities associated with
spending related to restructuring projects.

Capital Expenditures
For  the first nine months in 1996, the Company had capital expenditures of
$20.4 million, primarily for modernization and enhancement of machinery and
equipment  and  capacity  expansion  of  machinery  and  equipment  for the
production  of  twisted  pair  wire  and  CATV  coaxial  cable. The Company
currently  plans  on spending approximately $7 million during the remainder
of 1996, primarily on machinery and equipment.









                                         - 11 - <PAGE>
 
<PAGE>


All  of  the  statements  in  this document other than historical facts are
forward  looking  statements  made  in reliance upon the Safe Harbor of the
Private  Securities  Litigation  Reform  Act  of  1955.    There  can be no
assurances  that the Company s actual results will be materially consistent
with  such  forward  looking  information.    Developments  in  technology,
acceptance  of  the  Company  s  products,  changes  in raw material costs,
pricing  of  the  Company s products, foreign currency rates and changes in
the  economy  will  have  an impact on the Company s actual results.  These
factors  are  more  specifically  described in the Company Annual Report on
Form 10-K for the year ended December 31, 1995.










































                                         - 12 -<PAGE>
<PAGE>



                        PART II   OTHER INFORMATION

PART II  Other Information

Item 1:  Legal Proceedings

         The  Furon Company has filed a lawsuit against Belden Wire & Cable
         Company   ("BWC",  a  wholly-owned  subsidiary  of  the  Company),
         claiming  that  BWC  is  infringing  a  Furon patent.  The Company
         intends  to  vigorously  defend its position and believes that the
         lawsuit will not have a material adverse effect on the Company.

Item 6:  Exhibits and Reports on Form 8-K

(a)      10.1  Asset  Purchase  Agreement,  dated October 21, 1996, between
               Belden Wire & Cable Company and Intech Cable, Inc.

         10.2  Non-Employee  Director Stock Plan, effective August 15, 1996
               (Exhibit  4.5 to Registration Statement on Form S-8 filed in
               connection  with the Belden Inc. Non-Employee Director Stock
               Plan (File No. 333-11071)).

         10.3  Change  of Control Employment Agreements, dated as of August
               16,  1996,  between  Belden  Inc.  and  C. Baker Cunningham,
               Richard  K. Reece, Peter J. Wickman, Kevin L. Bloomfield and
               Larry E. Fast.

         10.4  Trust Agreement ("Rabbi Trust"), dated June 3, 1996, between
               Belden  Wire  &  Cable Company (a wholly-owned subsidiary of
               the Company) and Boatmen's Trust Company.

         27    Financial Data Schedule

(b)      None.






















                                         - 13 -<PAGE>
<PAGE>



Pursuant  to  the  requirements 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.


                                        BELDEN INC.



Date:  November 13, 1996      By:    /s/ C. Baker Cunningham      
                                C. Baker Cunningham
                                Chairman of the Board, President
                                and Chief Executive Officer





Date:  November 13, 1996      By:   /s/ Richard K. Reece       
                                Richard K. Reece            
                                Vice President, Finance, Treasurer
                                and Chief Financial Officer

































                                         - 14 -<PAGE>