<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, 2001

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 9, 2001: 24,573,698 shares



Exhibit Index on Page 21                                            Page 1 of 22




<PAGE>




                          PART I FINANCIAL INFORMATION

ITEM 1:       FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
==========================================================================================================================
                                                                                       SEPTEMBER 30,        December 31,
                                                                                               2001                2000
--------------------------------------------------------------------------------------------------------------------------
(in thousands)                                                                           (UNAUDITED)
<S>                                                                                    <C>                 <C>
ASSETS
Current assets:
    Cash and cash equivalents                                                               $ 12,341            $  7,396
    Receivables                                                                              104,011             156,195
    Inventories                                                                              162,924             175,331
    Deferred income taxes                                                                     11,735              12,535
    Other                                                                                      2,269               3,116
--------------------------------------------------------------------------------------------------------------------------
       Total current assets                                                                  293,280             354,573
Property, plant and equipment, less accumulated depreciation                                 351,166             345,060
Goodwill, less accumulated amortization                                                       74,644              80,552
Intangibles, less accumulated amortization                                                     8,246               9,636
Other assets                                                                                   5,310               5,947
--------------------------------------------------------------------------------------------------------------------------
                                                                                            $732,646            $795,768
==========================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable and accrued liabilities                                                $ 82,338            $142,871
    Income taxes payable                                                                        (113)              4,352
--------------------------------------------------------------------------------------------------------------------------
       Total current liabilities                                                              82,225             147,223
Long-term debt                                                                               257,173             272,630
Postretirement benefits other than pensions                                                   11,532              12,242
Deferred income taxes                                                                         58,521              61,049
Other long-term liabilities                                                                   13,737              14,955
Stockholders' equity:
    Preferred stock                                                                               -                   -
    Common stock                                                                                 262                 262
    Additional paid-in capital                                                                46,053              47,379
    Retained earnings                                                                        318,513             297,625
    Accumulated other comprehensive loss                                                     (22,881)            (21,933)
    Unearned deferred compensation                                                            (1,378)                 -
    Treasury stock                                                                           (31,111)            (35,664)
--------------------------------------------------------------------------------------------------------------------------
       Total stockholders' equity                                                            309,458             287,669
--------------------------------------------------------------------------------------------------------------------------
                                                                                            $732,646            $795,768
==========================================================================================================================
</TABLE>

See accompanying notes.

                                      -2-
<PAGE>



CONSOLIDATED INCOME STATEMENTS
(UNAUDITED)

<TABLE>
<CAPTION>
                                                                         Three Months Ended               Nine Months Ended
                                                                              September 30,                   September 30,
                                                                -----------------------------    ----------------------------
                                                                       2001            2000             2001           2000
-----------------------------------------------------------------------------------------------------------------------------
(in thousands, except per share data)
<S>                                                             <C>              <C>             <C>            <C>
Revenues                                                           $236,475        $306,257          $735,218      $825,465
Cost of sales                                                       194,408         247,162           596,608       661,819
-----------------------------------------------------------------------------------------------------------------------------
    Gross profit                                                     42,067          59,095           138,610       163,646
Selling, general and administrative expenses                         35,274          29,762            90,164        88,826
Amortization of goodwill                                                589             509             1,572         1,513
-----------------------------------------------------------------------------------------------------------------------------
    Operating earnings                                                6,204          28,824            46,874        73,307
Non-operating earnings                                                   -               -             (1,200)           -
Interest expense                                                      4,850           5,329            14,518        15,156
-----------------------------------------------------------------------------------------------------------------------------
    Income before taxes                                               1,354          23,495            33,556        58,151
Income tax (benefit)/expense                                         (2,407)          8,693             8,734        21,516
-----------------------------------------------------------------------------------------------------------------------------
    Income before cumulative effect of change in
       accounting principle                                           3,761          14,802            24,822        36,635
Cumulative effect of change in accounting principle, net of
    tax benefit of $133                                                  -               -               (251)           -
=============================================================================================================================
       Net income                                                   $ 3,761         $14,802           $24,571       $36,635
=============================================================================================================================
Earnings per share--basic                                           $   .15         $   .61           $  1.00       $  1.50
Earnings per share--diluted                                         $   .15         $   .60           $   .99       $  1.48
=============================================================================================================================
Dividends declared per share                                        $   .05         $   .05           $   .15       $   .15
=============================================================================================================================
</TABLE>

See accompanying notes.

                                      -3-

<PAGE>


CONSOLIDATED CASH FLOW STATEMENTS
(UNAUDITED)

<TABLE>
<CAPTION>
==========================================================================================================================
Nine Months Ended September 30,                                                                  2001               2000
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                                          <C>                <C>
(in thousands)
Cash flows from operating activities:
    Net income                                                                               $ 24,571           $ 36,635
    Adjustments to reconcile net income to net cash provided by operating
       activities:
       Depreciation                                                                            25,199             23,326
       Amortization                                                                             4,631              4,582
       Deferred income taxes                                                                   (1,020)            14,700
       Cumulative effect of change in accounting principle                                        251                 -
       Gain on business divestiture                                                            (1,200)                -
       Other, net                                                                                 363                 -
       Changes in operating assets and liabilities(*):
          Receivables                                                                          46,082             (5,408)
          Inventories                                                                          13,505            (22,985)
          Accounts payable and accrued liabilities                                            (56,094)           (23,677)
          Income taxes payable                                                                 (4,669)             8,404
          Other assets and liabilities, net                                                       816             (5,130)
--------------------------------------------------------------------------------------------------------------------------
              Net cash provided by operating activities                                        52,435             30,447
Cash flows from investing activities:
    Capital expenditures                                                                      (30,682)           (24,071)
    Cash paid for acquired businesses                                                              -             (15,485)
    Proceeds from business divestiture                                                          1,400                 -
    Proceeds from sale of property, plant and equipment                                            20               858
--------------------------------------------------------------------------------------------------------------------------
              Net cash used for investing activities                                          (29,262)           (38,698)
Cash flows from financing activities:
    Net borrowings/(payments) under long-term credit facility and credit
          agreements                                                                          (15,962)            19,791
    Proceeds from the exercise of stock options                                                 1,306                649
    Cash dividends paid                                                                        (3,669)            (3,658)
--------------------------------------------------------------------------------------------------------------------------
              Net cash provided by/(used for) financing activities                            (18,325)            16,782
Effect of exchange rate changes on cash and cash equivalents                                       97               (224)
--------------------------------------------------------------------------------------------------------------------------
Increase/(decrease) in cash and cash equivalents                                                4,945              8,307
Cash and cash equivalents, beginning of period                                                  7,396              3,874
--------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                                                     $ 12,341           $ 12,181
==========================================================================================================================
Supplemental cash flow information:
    Income taxes paid, net of refunds                                                        $ 13,968           $  2,258
    Interest paid, net of amount capitalized                                                   17,631             19,162
==========================================================================================================================
</TABLE>

See accompanying notes.

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

                                      -4-
<PAGE>


STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2001 AND 2000
(UNAUDITED)

<TABLE>
<CAPTION>
===================================================================================================================================
                                                                                                            Accumulated
                              Common Stock                              Treasury Stock       Unearned          Other
                             ---------------    Paid-In    Retained   ------------------     Deferred      Comprehensive
                             Shares   Amount    Capital    Earnings    Shares    Amount    Compensation        Loss        Total
-----------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>       <C>      <C>        <C>        <C>       <C>         <C>            <C>            <C>
(in thousands)
Balance at December 31,
    1999                     26,204      $262   $47,958    $249,653    (1,826)  ($37,296)        $  -        ($13,050)   $247,527

Net income                                                   36,635                                                        36,635

Foreign currency
    translation adjustments                                                                                    (7,180)     (7,180)
                                                                                                                         ----------

    Comprehensive income                                                                                                   29,455

Issuance of common stock
  for:
    Stock options                                  (493)                   36      1,142                                      649
    Stock compensation                               75                     4        126                                      201

Cash dividends
    ($.05 per share)                                         (3,650)                                                       (3,650)

-----------------------------------------------------------------------------------------------------------------------------------
Balance at September 30,
    2000                     26,204      $262   $47,540    $282,638    (1,786)  ($36,028)        $  -        ($20,230)   $274,182
===================================================================================================================================

Balance at December 31,
    2000                     26,204      $262   $47,379    $297,625    (1,774)  ($35,664)        $  -        ($21,933)   $287,669

Net income                                                   24,571                                                        24,571

Foreign currency
    translation adjustments                                                                                      (692)       (692)

Unrealized loss on
    derivative instruments                                                                                       (256)       (256)
                                                                                                                         ----------

    Comprehensive income                                                                                                   23,623

Issuance of common stock
  for:
    Stock options                                (1,064)                   78      2,373                                    1,309
    Stock compensation                             (262)                   66      2,180        (1,741)                       177

Amortization of unearned
    deferred compensation                                                                          363                        363

Cash dividends
    ($.05 per share)                                         (3,683)                                                       (3,683)

-----------------------------------------------------------------------------------------------------------------------------------
Balance at September 30,
    2001                     26,204      $262   $46,053    $318,513    (1,630)  ($31,111)      ($1,378)      ($22,881)   $309,458
===================================================================================================================================
</TABLE>

See accompanying notes.

                                      -5-
<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, 2000 and December 31, 1999, 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
accounting principles generally accepted in the United States 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, 2000.

Impact of Pending Pronouncements
In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, Business Combinations, and No. 142,
Goodwill and Other Intangible Assets, effective for the fiscal years beginning
after December 15, 2001. Under the new rules, goodwill and intangible assets
deemed to have indefinite lives will no longer be amortized but will be subject
to annual impairment tests in accordance with the Statements. Other intangible
assets will continue to be amortized over their useful lives.

The Company will apply the new rules of accounting for goodwill and other
intangible assets beginning in the first quarter of 2002. Application of the
nonamortization provisions of the Statement is expected to result in an increase
in net income of $1.4 million ($.05 per share--diluted) per year. During 2002,
the Company will perform the required impairment tests of goodwill and
indefinite-lived intangible assets as recorded on January 1, 2002. The Company
has not yet determined what the effect of these tests will be on its earnings
and financial position.

NOTE 2:  INVENTORIES

<TABLE>
<CAPTION>
==========================================================================================================================
                                                                                       SEPTEMBER 30,        December 31,
                                                                                               2001                2000
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>                 <C>
(in thousands)
Raw materials                                                                               $ 40,170            $ 46,671
Work-in-process                                                                                9,836               7,883
Finished goods                                                                               123,981             134,570
Perishable tooling and supplies                                                                7,430               7,312
--------------------------------------------------------------------------------------------------------------------------
                                                                                             181,417             196,436
Excess of current standard costs over LIFO costs                                             (12,106)            (13,129)
Obsolescence and other reserves                                                               (6,387)             (7,976)
--------------------------------------------------------------------------------------------------------------------------
    Net inventories                                                                        $ 162,924           $ 175,331
==========================================================================================================================
</TABLE>


                                      -6-
<PAGE>



NOTE 3:  PER SHARE INFORMATION
The following table sets forth the computation of basic and diluted earnings per
share:

<TABLE>
<CAPTION>
==============================================================================================================================
                                                                                Three Months Ended          Nine Months Ended
                                                                                     September 30,              September 30,
                                                                         -------------------------- --------------------------
                                                                                2001          2000         2001          2000
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>          <C>          <C>           <C>
(in thousands, except per share data)
Numerator:
    Net income                                                               $ 3,761      $ 14,802     $ 24,571      $ 36,635
------------------------------------------------------------------------------------------------------------------------------
Denominator:
    Denominator for earnings per share--basic
        weighted average shares                                               24,571        24,413       24,530        24,399
Effect of dilutive employee stock options                                        263           310          297           290
------------------------------------------------------------------------------------------------------------------------------
    Denominator for earnings per share--diluted
       adjusted weighted average shares                                       24,834        24,723       24,827        24,689
==============================================================================================================================
Earnings per share--basic                                                    $   .15      $    .61     $   1.00      $   1.50
==============================================================================================================================
Earnings per share--diluted                                                  $   .15      $    .60     $    .99      $   1.48
==============================================================================================================================
</TABLE>

NOTE 4: INDUSTRY SEGMENTS AND GEOGRAPHIC INFORMATION
The Company conducts its operations through two business segments--the
Electronics segment and the Communications segment. The Electronics segment
designs, manufactures and markets metallic and fiber optic wire and cable
products with communications, entertainment, industrial and networking
applications. These products are sold primarily through distributors. The
Communications segment designs, manufactures, and markets metallic cable
products primarily with communications and networking applications. These
products are sold to Local Exchange Carriers ("LECs") either directly or through
value-added resellers ("VARs") designated by the LECs.

The Company evaluates segment performance and allocates resources based on
operating earnings before interest and income taxes.

Operating earnings of the two principal segments include all the ongoing costs
of operations. Allocations to or from these business segments are not
significant. With the exception of certain unallocated tax assets, substantially
all the business assets are utilized by the business segments.

BUSINESS SEGMENT INFORMATION

<TABLE>
<CAPTION>
==============================================================================================================================
NINE MONTHS ENDED                                                                             CORPORATE &
SEPTEMBER 30, 2001                                  ELECTRONICS         COMMUNICATIONS       ELIMINATIONS        CONSOLIDATED
------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                  <C>                 <C>                <C>
(IN THOUSANDS)
REVENUES                                              $475,100               $260,118            $    -             $735,218
INTERSEGMENT REVENUES                                    5,753                 11,727            (17,480)                 -
OPERATING EARNINGS                                      51,262                  1,562             (5,950)             46,874
OTHER INCOME, NET                                        1,200                      -                  -               1,200
INTEREST EXPENSE                                             -                      -             14,518              14,518
INCOME BEFORE TAXES                                     52,462                  1,562            (20,468)             33,556
==============================================================================================================================
</TABLE>



                                      -7-
<PAGE>



<TABLE>
<CAPTION>
==============================================================================================================================
Nine Months Ended                                                                             Corporate &
September 30, 2000                                  Electronics         Communications       Eliminations        Consolidated
------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                  <C>                 <C>               <C>
(in thousands)
Revenues                                             $ 573,359              $ 252,106            $    -            $ 825,465
Intersegment revenues                                    4,793                 22,924            (27,717)                 -
Operating earnings                                      67,440                 11,996             (6,129)             73,307
Other income, net                                           -                      -                  -                   -
Interest expense                                            -                      -              15,156              15,156
Income before taxes                                     67,440                 11,996            (21,285)             58,151
==============================================================================================================================

<CAPTION>

==============================================================================================================================
THREE MONTHS ENDED                                                                            CORPORATE &
SEPTEMBER 30, 2001                                  ELECTRONICS         COMMUNICATIONS       ELIMINATIONS        CONSOLIDATED
------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                  <C>                 <C>               <C>
(IN THOUSANDS)
REVENUES                                              $147,573                $88,902             $   -             $236,475
INTERSEGMENT REVENUES                                    1,903                  3,024             (4,927)                 -
OPERATING EARNINGS                                      13,650                 (6,136)            (1,310)              6,204
INTEREST EXPENSE                                            -                      -               4,850               4,850
INCOME BEFORE TAXES                                     13,650                 (6,136)            (6,160)              1,354
==============================================================================================================================

<CAPTION>

==============================================================================================================================
Three Months Ended                                                                            Corporate &
September 30, 2000                                  Electronics         Communications       Eliminations        Consolidated
------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                  <C>                 <C>               <C>
(in thousands)
Revenues                                             $ 198,962              $ 107,295            $    -            $ 306,257
Intersegment revenues                                    1,994                  8,597            (10,591)                  -
Operating earnings                                      24,930                  6,392             (2,498)             28,824
Interest expense                                            -                      -               5,329               5,329
Income before taxes                                     24,930                  6,392             (7,827)             23,495
==============================================================================================================================
</TABLE>

GEOGRAPHIC INFORMATION

<TABLE>
<CAPTION>
==============================================================================================================================
                              Three Months Ended September 30,                      Nine Months Ended September 30,
                               2001                      2000                       2001                      2000
------------------------------------------------------------------------------------------------------------------------------
(in thousand,                       PERCENT OF                  Percent                  PERCENT OF                  Percent
except % data)          REVENUES     REVENUES     Revenues    of Revenues    REVENUES     REVENUES     Revenues    of Revenues
<S>                    <C>         <C>         <C>           <C>           <C>          <C>           <C>         <C>
United States           $159,406          68%     $ 210,658          69%     $496,915          68%    $ 563,245           68%
Europe                    45,611          19%        62,528          20%      150,485          20%      163,701           20%
Rest of World             31,458          13%        33,071          11%       87,818          12%       98,519           12%

Total                   $236,475         100%     $ 306,257         100%     $735,218         100%    $ 825,465          100%
==============================================================================================================================
</TABLE>

NOTE 5: BUSINESS DIVESTITURE
In February 2001, the Company completed the sale of its 70% ownership interest
in MCTEC B.V. of Venlo, Netherlands ("MCTEC") to STS Biopolymers Inc. The
Company received cash proceeds of approximately $1.4 million and recorded a gain
as a result of the transaction of approximately $1.2 million before tax or $767
thousand ($.03 per share--diluted) after tax. Operating earnings for MCTEC were
$295 thousand and $195 thousand for 2000 and 1999, respectively.

                                      -8-
<PAGE>



NOTE 6: FINANCIAL RISK MANAGEMENT
The Company is exposed to various market risks such as changes in interest
rates, currency exchange rates and commodity pricing. To manage the volatility
relating to exposures, the Company nets the exposures on a consolidated basis to
take advantage of natural offsets. From time to time, the Company enters into
various derivative transactions pursuant to the Company's policies regarding
counterparty exposure and hedging practices. The terms of such instruments and
the transactions to which they relate generally do not exceed 12 months. The
Company does not hold or issue derivative instruments for trading purposes.

Raw materials used by the Company, primarily copper, are subject to price
volatility caused by supply conditions, political and economic variables and
other unpredictable factors. As part of its risk management strategy, the
Company sometimes uses exchange-traded forward contracts to manage its exposure
to changes in copper costs. Each contract obligates the Company to make or
receive a payment equal to the net change in the value of the contract at its
maturity. Due to the Company's limited derivative activity, the relatively short
tenors of the derivative instruments and the anticipated impact of derivative
valuation gains and losses on financial results, the Company has elected to
treat the contracts executed to date as derivatives not designated as hedges.
Gains and losses resulting from changes in the fair value of these instruments
are recognized in operating income on a quarterly basis.

At September 30, 2001, the Company held no outstanding derivative instruments.
For the nine-month period ended September 30, 2001, the Company recognized a
pre-tax net loss of $866 thousand ($.02 per share--diluted after tax) as the
result of changes in the fair value of derivatives used during that period.

NOTE 7:  RESTRICTED STOCK AWARDS
On February 14, 2001, the Company issued 66,000 restricted stock awards to a
number of its key employees. Participants will receive a stated amount of the
Company's common stock provided they remain employed with the Company for three
years from the grant date. This award has been accounted for under Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, as a
fixed plan since both the aggregate number of awards issued and the aggregate
amount to be paid by the participants for the common stock is known.
Compensation related to the awards is measured as the difference between the
market price of the Company's common stock at the grant date and the amount to
be paid by the participants for the common stock. At the grant date, the Company
recognized unearned deferred compensation of $1.7 million. Unearned deferred
compensation is amortized to earnings over the three-year vesting period. For
the three- and nine-month periods ended September 30, 2001, the Company
recognized compensation expense in the amounts of $145 thousand and $367
thousand, respectively, related to the restricted stock awards.

NOTE 8:  INCOME TAXES
The net tax benefit of $2.4 million for the three months ended September 30,
2001 and the net tax expense of $8.7 million for the nine months ended September
30, 2001 reflect the favorable resolution of a prior-period tax contingency of
$2.3 million and a reduction in the effective annual income tax rate from 34.7%
to 32.8%. The lower effective tax rate was due primarily to the relative benefit
of permanent deductions to a smaller pre-tax earnings amount--$33.6 million for
the nine months ended September 30, 2001 compared to $58.2 million for the nine
months ended September 30, 2000.

For years beginning after December 31, 2000, the Company no longer records a
provision for residual United States income tax on undistributed earnings
generated by certain foreign subsidiaries since the



                                       -9-
<PAGE>

Company does not anticipate the repatriation of such earnings to the United
States within the foreseeable future. The Company did not record potential
residual United States income taxes of $0.4 million ($.02 per share--diluted) on
$2.5 million of undistributed foreign earnings for the three months ended
September 30, 2001 and $1.2 million ($.05 per share--diluted) on $9.7 million of
undistributed foreign earnings for the nine months ended September 30, 2001.

The difference between the effective rate reflected in the provision for income
taxes on income before taxes and the amounts determined by applying the
applicable statutory United States tax rate for the three- and nine-month
periods ended September 30, 2001 are analyzed below:

<TABLE>
<CAPTION>
==========================================================================================================================
THREE MONTHS ENDED SEPTEMBER 30, 2001                                                             AMOUNT           RATE
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                                             <C>             <C>
(IN THOUSANDS, EXCEPT RATE DATA)
PROVISION AT STATUTORY RATE                                                                      $   474          35.00 %
STATE INCOME TAXES                                                                                  (144)        (10.60)%
LOWER FOREIGN TAX RATES AND OTHER                                                                   (466)        (34.40)%
FAVORABLE RESOLUTION OF PRIOR-PERIOD TAX CONTINGENCY                                              (2,271)       (167.80)%
--------------------------------------------------------------------------------------------------------------------------
TOTAL TAX BENEFIT                                                                                $(2,407)       (177.80)%
==========================================================================================================================

<CAPTION>

==========================================================================================================================
NINE MONTHS ENDED SEPTEMBER 30, 2001                                                              AMOUNT           RATE
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                                             <C>             <C>
(IN THOUSANDS, EXCEPT RATE DATA)
PROVISION AT STATUTORY RATE                                                                     $ 11,745          35.00 %
STATE INCOME TAXES                                                                                   669           2.00 %
LOWER FOREIGN TAX RATES AND OTHER                                                                 (1,409)         (4.20)%
FAVORABLE RESOLUTION OF PRIOR-PERIOD TAX CONTINGENCY                                              (2,271)         (6.80)%
--------------------------------------------------------------------------------------------------------------------------
TOTAL TAX EXPENSE                                                                               $  8,734          26.00 %
==========================================================================================================================
</TABLE>

NOTE 9:  LONG-TERM DEBT
The Company entered into a new credit agreement with a group of 7 banks on June
21, 2001 (as amended from time to time, the "New Credit Agreement"). The New
Credit Agreement provides for an aggregate $150 million unsecured,
variable-rate, revolving credit facility expiring in June 2004. The banks party
to the New Credit Agreement can advance loans to the Company based on their
respective commitments ("syndicated loans"). Syndicated loans accrue interest at
the option of the Company at LIBOR plus 0.600% to 1.250%, or the higher of the
prime rate or the federal funds rate plus 0.500%. The lead bank party to the New
Credit Agreement can also advance loans to the Company up to an aggregate
principal amount at any time outstanding not exceeding $15 million ("swing
loans"). Swing loans accrue interest at the higher of the prime rate or the
federal funds rate plus 0.500%. A facility fee of 0.150% to 0.500% per annum is
charged on the aggregate $150 million credit. The Company paid an insignificant
amount of origination fees on the New Credit Agreement. The facility includes
certain covenants, including maintenance of a maximum leverage ratio, a minimum
interest coverage ratio and minimum consolidated tangible net worth.

The New Credit Agreement replaces the $200 million credit agreement dated
November 18, 1996 between the Company and a group of 7 banks that would have
expired in November 2001 (the "Old Credit Agreement"). The Company cancelled the
Old Credit Agreement on June 25, 2001.

Borrowings under the New Credit Agreement were $46 million at September 30, 2001
with a weighted average interest rate of 5.73%.


                                      -10-

<PAGE>


ITEM 2:       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS

The following discussion and analysis, as well as the accompanying Consolidated
Financial Statements and related footnotes, will aid in the understanding of the
Company's results of operations as well as its financial position, cash flows,
indebtedness and other key financial information. The following discussion may
contain forward-looking statements. In connection therewith, please see the
cautionary statements contained herein, which identify important factors that
could cause actual results to differ materially from those in the
forward-looking statements.

CONSOLIDATED OPERATING RESULTS
The following table sets forth information comparing consolidated operating
results for the three- and nine-month periods ended September 30, 2001 to the
three- and nine-month periods ended September 30, 2000.

<TABLE>
<CAPTION>
=============================================================================================================================
                                                                         Three Months Ended               Nine Months Ended
                                                                              September 30,                   September 30,
                                                                -----------------------------    ----------------------------
                                                                       2001            2000             2001           2000
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>             <C>               <C>           <C>
(in thousands)
Revenues                                                           $236,475        $306,257          $735,218      $825,465
Gross profit                                                         42,067          59,095           138,610       163,646
Operating earnings                                                    6,204          28,824            46,874        73,307
Non-operating earnings                                                   -               -             (1,200)           -
Interest expense                                                      4,850           5,329            14,518        15,156
Income before taxes                                                   1,354          23,495            33,556        58,151
Income before cumulative effect of change in
    accounting principle                                              3,761          14,802            24,822        36,635
Cumulative effect of change in accounting principle, net of
    tax benefit of $133                                                  -               -               (251)           -
Net income                                                         $  3,761        $ 14,802          $ 24,571      $ 36,635
=============================================================================================================================
</TABLE>

BUSINESS SEGMENTS
The Company conducts its operations through two business segments--the
Electronics segment and the Communications segment. The Electronics segment
designs, manufactures and markets metallic and fiber optic wire and cable
products with communications, entertainment, industrial, and networking
applications. These products are sold chiefly through distribution. The
Communications segment designs, manufactures, and markets metallic cable
products primarily with communications and networking applications. These
products are sold to Local Exchange Carriers ("LECs") either directly or through
value-added resellers ("VARs") designated by the LECs.

The following table sets forth information comparing the Electronics segment
operating results for the three- and nine-month periods ended September 30, 2001
to the three- and nine-month periods ended September 30, 2000.



                                      -11-
<PAGE>





<TABLE>
<CAPTION>
=============================================================================================================================
                                                                        Three Months Ended               Nine Months Ended
                                                                             September 30,                   September 30,
                                                                -----------------------------    ----------------------------
                                                                        2001          2000             2001           2000
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>            <C>               <C>           <C>
(in thousands, except % data)
Net revenues(1)                                                    $147,573       $198,962          $475,100      $573,359
Operating earnings                                                   13,650         24,930            51,262        67,440
    As a percent of net revenues                                        9.2%          12.5%             10.8%         11.8%
=============================================================================================================================
</TABLE>
(1)  Net revenues are defined as total revenues less intersegment revenues.

The following table sets forth information comparing the Communications segment
operating results for the three- and nine-month periods ended September 30, 2001
to the three- and nine-month periods ended September 30, 2000.

<TABLE>
<CAPTION>
=============================================================================================================================
                                                                        Three Months Ended               Nine Months Ended
                                                                             September 30,                   September 30,
                                                                -----------------------------    ----------------------------
                                                                       2001           2000             2001           2000
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>            <C>               <C>           <C>
(in thousands, except % data)
Net revenues                                                        $88,902       $107,295          $260,118      $252,106
Operating (loss)/earnings                                            (6,136)         6,392             1,562        11,996
    As a percent of net revenues                                       (6.9)%          6.0%              0.6%          4.8%
=============================================================================================================================
</TABLE>

ACQUISITIONS
On April 3, 2000, Belden purchased certain assets and assumed certain
liabilities of the metallic communications cable operations of Corning
Communications Limited in Manchester, United Kingdom ("Manchester"). Manchester
designs, manufactures and markets metallic cable products primarily for the
British communications market. This acquisition was accounted for under the
purchase method of accounting. Operating results for Manchester have been
included in the results of operations for the Communications segment since the
acquisition date and may affect comparability of the results of operations
between years.

RESULTS OF OPERATIONS--
THREE MONTHS ENDED SEPTEMBER 30, 2001
COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2000

Revenues
Revenues decreased 22.7% to $236.5 million in the three months ended September
30, 2001 from $306.3 million in the three months ended September 30, 2000 due to
reduced sales volume and unfavorable currency translation on international
revenues that were only partially offset by increased selling prices.

Decreased unit sales contributed approximately 22.1 percentage points of the
revenue decline. The Company experienced volume decreases in all of its product
offerings due primarily to the downturn in the United States economy coupled
with a slowing European economy and the lack of purchases during the quarter by
a major private-label customer that is obligated under a "take-or-pay" contract
to purchase an average of $15 million per quarter.

Unfavorable foreign currency translation on international revenues accounted for
0.8 percentage points of the revenue decline. The euro, British pound,
Australian dollar and Canadian dollar decreased from



                                      -12-
<PAGE>

average exchange values of $0.91, $1.48, $0.58 and $0.68, respectively, in the
third quarter of 2000 to $0.89, $1.43, $0.52 and $0.65, respectively, in the
third quarter of 2001.

A modest net increase in product pricing offset the negative impact that sales
volume and currency translation had on revenue comparisons by 0.2 percentage
points. This increase in product pricing represented the current-quarter impact
of sales price increases implemented on telecom, specialty electronics,
broadcast and entertainment products in prior periods as well as the impact of
higher average copper prices passed through to customers. These increases were
partially offset by the current-quarter impact of sales price reductions
implemented on certain networking products in prior periods.

Revenues in the United States, representing approximately 68% of the Company's
total revenues for the three months ended September 30, 2001, declined by 24%
compared to revenues for the same period in 2000. This decline was attributed to
a shortfall in sales of both Electronics segment and Communications segment
products. United States revenues generated from the sale of Electronics segment
products during the third quarter of 2001 declined by 32% compared to revenues
generated during the third quarter of 2000. Revenues generated in the United
States from the sale of Communications segment products during the three months
ended September 30, 2001 were down 13% compared to the same period in 2000.

Revenues in Europe represented approximately 19% of the Company's total revenues
for the quarter ended September 30, 2001. European revenues decreased by 27%
compared to revenues generated during the third quarter of 2000. Approximately
13 percentage points, represented lower local currency revenues generated on the
sale of Electronics segment products. Approximately 11 percentage points of this
decline related to decreased local currency revenues generated on the sale of
Communications segment products. Customer purchases throughout Europe, and
primarily in the United Kingdom, on Communications segment products have been
substantially reduced. Unfavorable currency translation accounted for
approximately 3 percentage points of the decline.

Revenues from the rest of the world, representing approximately 13% of the
Company's total revenues for the three months ended September 30, 2001, declined
by 5% from the same period in 2000. This decline represented lower demand in
Canada, Latin America and the Asia/Pacific markets and unfavorable currency
translation.

COSTS, EXPENSES AND EARNINGS
The following table sets forth information comparing the components of earnings
for the three months ended September 30, 2001 to the three months ended
September 30, 2000.

<TABLE>
<CAPTION>
=============================================================================================================================
                                                                                                       % Increase/(Decrease)
                                                                                                               2001 Compared
Three Months Ended September 30,                           2001                    2000                            With 2000
-----------------------------------------------------------------------------------------------------------------------------
(in thousands, except % data)
<S>                                                   <C>                     <C>                      <C>
Gross profit                                            $42,067                 $59,095                             (28.8)%
  As a percent of revenues                                 17.8%                   19.3%
Operating earnings                                      $ 6,204                 $28,824                             (78.5)%
  As a percent of revenues                                  2.6%                    9.4%
Income before taxes                                     $ 1,354                 $23,495                             (94.2)%
  As a percent of revenues                                  0.6%                    7.7%
Net income                                              $ 3,761                 $14,802                             (74.6)%
  As a percent of revenues                                  1.6%                    4.8%
=============================================================================================================================
</TABLE>



                                      -13-
<PAGE>

Gross profit decreased 28.8% to $42.1 million in the three months ended
September 30, 2001 from $59.1 million in the three months ended September 30,
2000 due primarily to lower sales volume. This decline was partially offset by
both the current-quarter impact of sales price increases implemented on certain
telecom, specialty electronics, broadcast and entertainment products in prior
periods and the impact of material, labor and overhead cost reductions. Gross
profit as a percent of revenues declined by 1.5 percentage points from the prior
year as the Company's currently lower-margin Communications segment represented
a larger share of total operations in the third quarter of 2001 than it did in
the third quarter of 2000.

Operating earnings decreased 78.5% to $6.2 million in the three months ended
September 30, 2001 from $28.8 million in the three months ended September 30,
2000 due primarily to lower sales volumes and the Company's decision to fully
reserve for an $8.4 million doubtful account receivable from a VAR that filed
for bankruptcy. Excluding the $8.4 million expense related to the doubtful
account receivable, selling, general and administrative expenses as a percentage
of revenues were 11.4% for the three months ended September 30, 2001 compared to
9.9% for the three months ended September 30, 2000. Operating earnings as a
percent of revenues declined by 6.8 percentage points from the prior year.

Income before taxes decreased 94.2% to $1.4 million in the three months ended
September 30, 2001 from $23.5 million in the three months ended September 30,
2000 due primarily to lower operating earnings that were partially offset by
decreased interest expense. Interest expense decreased 9.0% to $4.9 million in
the third quarter of 2001 from $5.3 million in the third quarter of 2000 despite
marginally higher interest rates due to lower average borrowings. Total average
borrowings outstanding during the third quarter of 2001 and 2000 were $265
million and $311 million, respectively. The Company's average interest rate was
7.08% in the third quarter of 2001 compared to 7.05% in the third quarter of
2000.

The net tax benefit of $2.4 million for the third quarter of 2001 reflected the
favorable resolution of a prior-period tax contingency of $2.3 million and a
reduction in the effective annual income tax rate from 34.7% to 32.8%. The lower
effective tax rate was due primarily to the relative benefit of permanent
deductions to a smaller nine-month pre-tax earnings amount ($33.6 million in
2001 compared to $58.2 million in 2000). In addition, in the first quarter of
2001, the Company assessed under Accounting Principles Board Opinion No. 23,
Accounting for Income Taxes--Special Areas, that undistributed earnings from its
European and Australian subsidiaries would not be remitted to the United States
in the foreseeable future and, therefore, no additional provision for United
States taxes was made.

Net income decreased 74.6% to $3.8 million in the three months ended September
30, 2001 from $14.8 million in the three months ended September 30, 2000 due
mainly to lower income before taxes that was partially offset by the lower
effective tax rate.

ELECTRONICS SEGMENT
Net revenues decreased 25.8% to $147.6 million for the quarter ended September
30, 2001 from $199.0 million for the quarter ended September 30, 2000. This
decrease was due primarily to weaker demand for the Company's broadband,
mini-coaxial cable, networking, specialty electronics and entertainment/OEM
products resulting from the continued downturn in the United States and European
economies. Also contributing to this decrease was the negative effect of
currency translation on international revenues. This decrease was partially
offset by the current-quarter impact of sales price increases implemented on
certain telecom, specialty electronics, broadcast and



                                      -14-
<PAGE>

entertainment products in prior periods as well as increased demand for the
segment's broadband products in Asia.

Operating earnings decreased 45.2% to $13.7 million for the quarter ended
September 30, 2001 from $24.9 million for the quarter ended September 30, 2000.
As a percent of net revenues, operating earnings decreased to 9.2% for the third
quarter of 2001 from 12.5% for the third quarter of 2000. These results
reflected the lower unit volumes partially offset by the current-quarter impact
of sales price increases on certain product lines in prior periods and the
impact of reduced production period costs and selling, general and
administrative expenses.

COMMUNICATIONS SEGMENT
The Communications segment recorded net revenues of $88.9 million for the
quarter ended September 30, 2001, a 17.1% decrease from net revenues of $107.3
million for the quarter ended September 30, 2000, due principally to capital
spending reductions by the major communications companies, particularly in the
United Kingdom, and the lack of sales during the quarter to the major
private-label customer. Although the customer has indicated that additional
purchases are unlikely due to weak market conditions, it has confirmed its
intent to fulfill its take-or-pay obligations. The Company expects to recognize
minimum pre-tax compensation in the fourth quarter of 2001 of approximately $8.5
million and should be entitled to recover an additional $8 million to $10
million in further compensation according to the settlement terms of the
contract during 2002. While the Company previously expected to resolve the
compensation issues this year and continues working on an earlier settlement, it
now appears receipt of the compensation may be delayed until 2002. Also
contributing to the revenue decrease was the negative effect of currency
translation on international revenues. These negative factors were partially
offset by additional revenues provided in the current quarter from new LEC
contracts awarded in prior periods.

Operating earnings decreased 196.0% to a loss of $6.1 million for the quarter
ended September 30, 2001 from a profit of $6.4 million for the quarter ended
September 30, 2000. Operating earnings as a percent of net revenues decreased to
a loss of 6.9% in the quarter ended September 30, 2001 from 6.0% in the same
period of 2000. These results reflected the segment's unfavorable leveraging of
fixed costs over a lower revenue base and the Company's decision to fully
reserve for an $8.4 million doubtful account receivable from a VAR that filed
for bankruptcy.

RESULTS OF OPERATIONS--
NINE MONTHS ENDED SEPTEMBER 30, 2001
COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2000

Revenues
Revenues decreased 10.9% to $735.2 million in the nine months ended September
30, 2001 from $825.5 million in the nine months ended September 30, 2000 as
reduced sales volume and unfavorable currency translation on international
revenues were only partially offset by increased pricing and the impact of the
Manchester acquisition.

Decreased unit sales contributed approximately 12.8 percentage points of the
revenue decline. Excluding the impact of the Manchester acquisition, the Company
experienced sales volume decreases in all of its product offerings due primarily
to the downturn in both the United States and European economies and the lack of
significant purchases during the year by the major private-label customer that
is obligated under a "take-or-pay" contract to purchase an average of $15
million per quarter.



                                      -15-
<PAGE>

Unfavorable foreign currency translation on international revenues accounted for
1.4 percentage points of the revenue decline. The euro, British pound,
Australian dollar and Canadian dollar decreased from average exchange values of
$0.94, $1.54, $0.60 and $0.68, respectively, in the first nine months of 2000 to
$0.90, $1.44, $0.52 and $0.65, respectively, in the first nine months of 2001.

A modest net increase in product pricing offset the negative impact that sales
volume and currency translation had on revenue comparisons by 1.1 percentage
points. This increase in product pricing represented the current-year net impact
of sales price changes implemented in prior periods as well as the impact of
higher average copper prices passed through to customers. These increases were
partially offset by sales price reductions implemented on certain networking
products in 2001.

The current-year impact of the Manchester acquisition, which occurred in the
second quarter of 2000, also partially offset the negative impact that sales
volume and currency translation had on revenue comparisons by approximately 2.2
percentage points.

Revenues in the United States, representing approximately 68% of the Company's
total revenues for the nine months ended September 30, 2001, declined by 12%
compared to revenues for the same period in 2000. This decline was attributed
primarily to a shortfall in sales of Electronics segment products. United States
revenues generated from the sale of Electronics segment products during the
first nine months of 2001 declined by 20% from revenues generated during the
first nine months of 2000. Revenues generated in the United States from the sale
of Communications segment products during the nine months ended September 30,
2001 increased 3% compared to the same period in 2000.

Revenues in Europe represented approximately 20% of the Company's total revenues
for the nine months ended September 30 2001. European revenues decreased by 8%
compared to revenues generated during the first nine months of 2000. Absent the
Manchester acquisition, European revenues for the first nine months of 2001
would have decreased by 14% compared to revenues for the same period in 2000.
Unfavorable currency translation accounted for approximately 5 percentage points
of the decline. The remainder of the decline, approximately 9 percentage points,
represented lower local currency revenues generated on the sale of Electronics
segment products.

Revenues from the rest of the world, representing approximately 12% of the
Company's total revenues for the nine months ended September 30, 2001, declined
by 11% from the same period in 2000. This decline represented lower demand in
Canada and Latin America and unfavorable currency translation that was partially
offset by increased revenues in the Asia/Pacific markets.

COSTS, EXPENSES AND EARNINGS
The following table sets forth information comparing the components of earnings
for the nine months ended September 30, 2001 to the nine months ended September
30, 2000.

                                      -16-
<PAGE>



<TABLE>
<CAPTION>
==============================================================================================================================
                                                                                                       % Increase/(Decrease)
                                                                                                               2001 Compared
Nine Months Ended September 30,                               2001                  2000                           With 2000
------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                   <C>                     <C>
(in thousands, except % data)
Gross profit                                             $ 138,610             $ 163,646                          (15.3)%
  As a percent of revenues                                    18.9%                 19.8%
Operating earnings                                        $ 46,874              $ 73,307                          (36.1)%
  As a percent of revenues                                     6.4%                  8.9%
Income before taxes                                       $ 33,556              $ 58,151                          (42.3)%
  As a percent of revenues                                     4.6%                  7.0%
Net income                                                $ 24,571              $ 36,635                          (32.9)%
  As a percent of revenues                                     3.3%                  4.4%
==============================================================================================================================
</TABLE>

Gross profit decreased 15.3% to $138.6 million in the nine months ended
September 30, 2001 from $163.6 million in the nine months ended September 30,
2000 due primarily to lower sales volumes. This decline was partially offset by
both the current-year impact of sales price increases implemented on certain
telecom, specialty electronics, broadcast and entertainment products in prior
periods and the impact of material, labor and overhead cost reductions. Gross
profit as a percent of revenues declined by 0.9 percentage points from the prior
year as the Company's currently lower-margin Communications segment represented
a larger share of total operations in the first nine months of 2001 than it did
in the first nine months of 2000 as a result of the Manchester acquisition in
the second quarter of 2000.

Operating earnings decreased 36.1% to $46.9 million in the nine months ended
September 30, 2001 from $73.3 million in the nine months ended September 30,
2000 due primarily to lower gross profit and the Company's decision to fully
reserve for an $8.4 million doubtful account receivable from a financially
troubled VAR. Selling, general and administrative expenses increased to 12.3% of
revenues for the first nine months of 2001 from 10.9% of revenues for the first
nine months of 2000 due to this doubtful account. Operating earnings as a
percent of revenues declined by 2.5 percentage points from the prior year due to
the impact of the Company's currently lower-margin Communications segment.

Income before taxes decreased 42.3% to $33.6 million in the nine months ended
September 30, 2001 from $58.2 million in the nine months ended September 30,
2000 due primarily to lower operating earnings that were only partially offset
by the pre-tax gain of $1.2 million recognized on the Company's sale of its
ownership interest in a medical wire joint venture during the first quarter of
2001 and by decreased interest expense. Interest expense decreased 4.2% to $14.5
million in the first nine months of 2001 from $15.2 million in the first nine
months of 2000 despite marginally higher interest rates due to lower average
borrowings. Average debt outstanding during the first nine months of 2001 and
2000 was $272 million and $309 million, respectively. The Company's average
interest rate was 7.03% in the first nine months of 2001 compared to 6.65% in
the first nine months of 2000.

The net tax expense of $8.7 million for the nine months ended September 30, 2001
reflected the favorable resolution of a prior-period tax contingency of $2.3
million and a reduction in the effective annual income tax rate from 34.7% to
32.8%. The lower effective tax rate was due primarily to the relative benefit of
permanent deductions to a smaller pre-tax earnings amount ($33.6 million in 2001
compared to $58.2 million in 2000). In addition, in the first quarter of 2001,
the Company assessed under Accounting Principles Board Opinion No. 23,
Accounting for Income Taxes--Special Areas, that undistributed earnings from its
European and Australian subsidiaries would not be remitted to the United States
in the foreseeable future and, therefore, no additional provision for United
States taxes was made.



                                      -17-
<PAGE>

Net income decreased 32.9% to $24.6 million in the nine months ended September
30, 2001 from $36.6 million in the nine months ended September 30, 2000 due
mainly to lower income before taxes and the cumulative effect of the Company's
adoption of Statement of Financial Accounting Standards No. 133, Accounting for
Derivative Instruments and Hedging Activity, on January 1, 2001. This decline
was partially offset by the lower effective tax rate.

ELECTRONICS SEGMENT
Net revenues decreased 17.1% to $475.1 million for the nine months ended
September 30, 2001 from $573.4 million for the nine months ended September 30,
2000. This decrease was due primarily to weakening demand for the Company's
broadband, networking, specialty electronics and entertainment/OEM products due
to the downturn in the both the United States and European economies and the
negative effect of currency translation on international revenues. This decrease
was partially offset by the current-year impact of sales price increases
implemented on certain telecom, specialty electronics, broadcast and
entertainment products in prior periods and strong demand for the segment's
broadband products in the Asia/Pacific markets.

Operating earnings decreased 24.0% to $51.3 million for the nine months ended
September 30, 2001 from $67.4 million for the nine months ended September 30,
2000. As a percent of net revenues, operating earnings decreased to 10.8% for
the nine months ended September 30, 2001 from 11.8% for the same period in 2000.
These results reflected the segment's unfavorable leveraging of its fixed costs
on a lower revenue base partially offset by the current-year impact of sales
price increases implemented on certain product lines in prior periods.

COMMUNICATIONS SEGMENT
The Communications segment recorded net revenues of $260.1 million for the nine
months ended September 30, 2001, a 3.2% increase from net revenues of $252.1
million for the nine months ended September 30, 2000. This increase represented
the current-year impact of the Manchester acquisition in the second quarter of
2000 partially offset by the lack of sales during the year to the private-label
customer under the "take-or-pay" contract.

Operating earnings decreased 87.0% to $1.6 million for the nine months ended
September 30, 2001 from $12.0 million for the nine months ended September 30,
2000. Operating earnings as a percent of net revenues decreased to 0.6% in the
nine months ended September 30, 2001 from 4.8% in the same period of 2000. These
results reflected the Company's decision to fully reserve for an $8.4 doubtful
account receivable from a financially troubled VAR that was partially offset by
the positive impact of material cost reduction initiatives.

LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY AND CAPITAL RESOURCES
The Company entered into a new credit agreement with a group of 7 banks on June
21, 2001 (as amended from time to time, the "New Credit Agreement"). The New
Credit Agreement provides for an aggregate $150 million unsecured,
variable-rate, revolving credit facility expiring in June 2004. The New Credit
Agreement contains affirmative and negative covenants, including maintenance of
a maximum leverage ratio, a minimum interest coverage ratio and minimum
consolidated tangible net worth.



                                      -18-
<PAGE>

The New Credit Agreement replaced the $200 million credit agreement dated
November 18, 1996 between the Company and a group of 7 banks that would have
expired in November 2001 (the "Old Credit Agreement"). The Company cancelled the
Old Credit Agreement on June 25, 2001. At September 30, 2001, the Company had
$46 million outstanding borrowings under the New Credit Agreement. The Company
also had unsecured, uncommitted arrangements with 8 banks under which it may
borrow up to $106 million at prevailing interest rates. At September 30, 2001,
the Company had $11 million outstanding borrowings under these arrangements.

The Company also had privately-placed debt of $200 million outstanding at
September 30, 2001. Details regarding maturities and interests rates are shown
below.

<TABLE>
<CAPTION>
============================================================================================================================
Note Series                                         Principal Balance           Maturity Date            Interest Rate
----------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>                       <C>                    <C>
Senior Notes, Series 1997-A                               $75,000,000             08/11/2009*                6.92%
Senior Notes, Series 1999-A                                64,000,000             09/01/2004                 7.60%
Senior Notes, Series 1999-B                                44,000,000             09/01/2006                 7.74%
Senior Notes, Series 1999-C                                17,000,000             09/01/2009                 7.95%
============================================================================================================================
</TABLE>

*  The Senior Notes, Series 1997-A include an amortizing maturity feature. The
   Company is required to repay $15 million in principal per annum beginning
   August 11, 2005.

The Note Purchase Agreements for these private placements contain affirmative
and negative covenants, including maintenance of minimum net worth and a maximum
ratio of debt to total capitalization.

The Company expects that cash provided by operations and borrowings available
under its credit agreements and other borrowing arrangements will provide it
with sufficient liquidity to meet its operating needs, fund its normal dividends
and fund anticipated capital expenditures.

During the nine months ended September 30, 2001, the Company decreased total
outstanding debt by $16 million due to cash provided by operations, decreased
working capital and certain other investing and financing activities. The
Company's debt-to-total-capitalization ratio decreased from 48.7% at December
31, 2000 to 45.4% at September 30, 2001.

At September 30, 2001, short-term borrowings were reclassified to long-term
debt, reflecting the Company's intention and ability to refinance the amounts
during the next year on a long-term basis.

WORKING CAPITAL
For the first nine months in 2001, operating working capital (defined as current
assets less current liabilities) increased $4 million. This increase resulted
from lower current liabilities that were partially offset by lower accounts
receivable and inventories. Current liabilities were substantially lower at
September 30, 2001 than at December 31, 2000 due to reduced production. Accounts
receivable were substantially lower due primarily to reduced sales volume.
Inventories were marginally lower at September 30, 2001 than at December 31,
2000 due to reduced production.

CAPITAL EXPENDITURES
For the first nine months in 2001, the Company had capital expenditures of $30.7
million, primarily for modernization and enhancement of machinery and equipment.

                                      -19-
<PAGE>


OUTLOOK
The level of earnings the Company expected to achieve in 2001 was based on an
assumption that the United States and European economies would continue to enjoy
moderate growth. However, the impact of the current economic slowdowns in the
United States and Europe has been more extensive than the Company had
anticipated. The Company does not see signs that the downturns in either
geographic market have run their course and expects weak demand to continue for
the remainder of the year. Based on the impact of a slower economy, particularly
in the United States and Europe, management believes that the Company's annual
revenues will not reach or exceed last year's level. The lower revenues reflect
reduced market demand in the United States and European operations of the
Electronics segment and the Company's European communications business as well
as no further 2001 sales to the Communications segment's private-label customer
under the "take-or-pay" contract. Beginning in the first quarter of 2001, Belden
initiated several contingency plans related to reductions in expected demand.
The Company is focusing on aggressive cost cutting and process improvements to
mitigate the effect of reduced revenues and has also adjusted price levels based
on competitive conditions. However, these actions will only partially offset the
impact of the expected decline in demand on earnings. Management believes that
the Company's net income will not reach or exceed last year's level. The Company
projects that its earnings per share for 2001, excluding the impact of the $8.4
million expense related to the doubtful account receivable and the $2.3 gain on
the favorable resolution of the prior-period tax contingency, will be in the
range of $1.38 per share to $1.43 per share. This assumes the Company will
recognize only $8.5 million in compensation this year under the "take-or-pay"
contract.

FORWARD-LOOKING STATEMENTS
The statements set forth in this Quarterly Report on Form 10-Q other than
historical facts are forward-looking statements made in reliance upon the safe
harbor of the Private Securities Litigation Reform Act of 1995. As such, they
are based on current expectations, estimates, forecasts and projections about
the industries in which the Company operates, general economic conditions and
management's beliefs and assumptions. These statements are not guarantees of
future performance and involve certain risks, uncertainties and assumptions,
which are difficult to predict. As a result, the Company's actual results may
differ materially from what is expected or forecasted in such forward-looking
statements. The Company undertakes no obligation to update any forward-looking
statements, whether as a result of new information, future events or otherwise,
and disclaims any obligation to do so.

The Company's actual results may differ materially from such forward-looking
statements for the following reasons: the general unsettled economic conditions
(and the impact such conditions may have on the Company's sales); increasing
price, product and service competition from United States and international
competitors (including new entrants); fulfillment by the customer of its
"take-or-pay" contract noted above (or the timing or the amount the Company will
receive under the "take-or-pay" contract noted above); the creditworthiness of
the Company's customers; the Company's ability to continue to introduce,
manufacture and deploy competitive new products and services on a timely,
cost-effective basis; the achievement of lower costs and expenses; the ability
to successfully integrate the operations and businesses of acquired companies;
the ability to transfer production to new facilities; developments in
technology; the threat of displacement from competing technologies (including
wireless and fiber optic technologies); demand and acceptance of the Company's
products by customers and end users; changes in raw material costs and
availability; changes in foreign currency exchange rates; the pricing of the
Company's products; the success of implementing cost-saving programs and
initiatives; reliance on large customers; general industry and market conditions
and growth rates; and other factors noted elsewhere in the Company's 2000 Annual
Report on Form 10-K and other Securities and Exchange Act filings.


                                      -20-
<PAGE>




                            PART II OTHER INFORMATION


ITEM 6:    EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

       10.1     Change of Control Employment Agreements, dated as of July 31,
                2001, between Belden and each of C. Baker Cunningham, Richard K.
                Reece, Peter J. Wickman, Paul Schlessman, Cathy O. Staples and
                Kevin Bloomfield.

Reports on Form 8-K
       No Reports on Form 8-K were filed during the third quarter of 2001.



                                      -21-
<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 9, 2001             By:     /s/ C. Baker Cunningham
                                            ----------------------------------
                                            C. Baker Cunningham
                                            Chairman of the Board, President
                                                 and Chief Executive Officer


Date:  November 9, 2001             By:     /s/ Paul Schlessman
                                            ----------------------------------
                                            Paul Schlessman
                                            Vice President, Finance
                                                 and Chief Financial Officer


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