<PAGE>   1


                                    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 June 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 August 1, 2001: 24,572,031
                 shares

===============================================================================


Exhibit Index on Page 22                                        Page 1 of 23








<PAGE>   2





                          PART I FINANCIAL INFORMATION


ITEM 1:    FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>


==========================================================================================================================
                                                                                            JUNE 30,        December 31,
                                                                                               2001                2000
--------------------------------------------------------------------------------------------------------------------------
(in thousands)                                                                           (UNAUDITED)

<S>                                                                                     <C>                 <C>
ASSETS
Current assets:
    Cash and cash equivalents                                                               $  3,950            $  7,396
    Receivables                                                                              128,176             156,195
    Inventories                                                                              182,750             175,331
    Deferred income taxes                                                                     11,654              12,535
    Other                                                                                      5,973               3,116
------------------------------------------------------------------------------------------------------------------------
       Total current assets                                                                  332,503             354,573
Property, plant and equipment, less accumulated
    depreciation
                                                                                             345,279             345,060
Goodwill, less accumulated amortization                                                       73,882              80,552
Intangibles, less accumulated amortization                                                     8,984               9,636
Other assets                                                                                   5,655               5,947
------------------------------------------------------------------------------------------------------------------------
                                                                                            $766,303            $795,768
========================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable and accrued liabilities                                                $ 96,895            $142,871
    Income taxes payable                                                                       1,254               4,352
------------------------------------------------------------------------------------------------------------------------
       Total current liabilities                                                              98,149             147,223
Long-term debt                                                                               275,237             272,630
Postretirement benefits other than pensions                                                   11,870              12,242
Deferred income taxes                                                                         64,197              61,049
Other long-term liabilities                                                                   13,524              14,955
Stockholders' equity:
    Preferred stock                                                                               -                   -
    Common stock                                                                                 262                 262
    Additional paid-in capital                                                                46,182              47,379
    Retained earnings                                                                        315,981             297,625
    Accumulated other comprehensive loss                                                     (26,153)            (21,933)
    Unearned deferred compensation                                                            (1,523)                 -
    Treasury stock                                                                           (31,423)            (35,664)
------------------------------------------------------------------------------------------------------------------------
       Total stockholders' equity                                                            303,326             287,669
------------------------------------------------------------------------------------------------------------------------
                                                                                            $766,303            $795,768
========================================================================================================================

</TABLE>


See accompanying notes.











                                       -2-


<PAGE>   3



CONSOLIDATED INCOME STATEMENTS
(UNAUDITED)

<TABLE>
<CAPTION>

                                                                         Three Months Ended                Six Months Ended
                                                                                   June 30,                        June 30,
                                                                -----------------------------    ----------------------------
                                                                       2001            2000             2001           2000
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>             <C>               <C>           <C>
(in thousands, except per share data)
Revenues                                                           $246,915        $291,199          $498,743      $519,208
Cost of sales                                                       199,681         233,518           402,200       414,657
---------------------------------------------------------------------------------------------------------------------------
    Gross profit                                                     47,234          57,681            96,543       104,551
Selling, general and administrative expenses                         27,175          32,063            54,890        59,064
Amortization of goodwill                                                475             509               983         1,004
---------------------------------------------------------------------------------------------------------------------------
    Operating earnings                                               19,584          25,109            40,670        44,483
Other income, net                                                         -               -            (1,200)            -
Interest expense                                                      4,888           5,309             9,668         9,827
---------------------------------------------------------------------------------------------------------------------------
    Income before taxes                                              14,696          19,800            32,202        34,656
Income taxes                                                          5,101           7,326            11,141        12,823
---------------------------------------------------------------------------------------------------------------------------
    Income before cumulative effect of change in
       accounting principle                                           9,595          12,474            21,061        21,833
Cumulative effect of change in accounting principle,
    net of tax benefit of $133                                            -               -              (251)            -
===========================================================================================================================
       Net income                                                  $  9,595        $ 12,474          $ 20,810      $ 21,833
===========================================================================================================================
Basic earnings per share                                           $    .39        $    .51          $    .85      $    .90
Diluted earnings per share                                         $    .39        $    .50          $    .84      $    .88
===========================================================================================================================
Dividends declared per share                                       $    .05        $    .05          $    .10      $    .10
===========================================================================================================================

</TABLE>

See accompanying notes.












                                      -3-


<PAGE>   4


CONSOLIDATED CASH FLOW STATEMENTS
(UNAUDITED)

<TABLE>
<CAPTION>


===========================================================================================================================
Six Months Ended June 30,                                                                        2001               2000
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>                 <C>
(in thousands)
Cash flows from operating activities:
    Net income                                                                             $   20,810           $ 21,833
    Adjustments to reconcile net income to net cash provided by
       operating activities:
       Depreciation                                                                            16,585             15,068
       Amortization                                                                             3,028              3,077
       Deferred income taxes                                                                     (944)             7,047
       Cumulative effect of change in accounting principle                                        251                  -
       Gain on business divestiture                                                            (1,166)                 -
       Other, net                                                                                 218                  -
       Changes in operating assets and liabilities(*):
          Receivables                                                                          23,005            (22,295)
          Inventories                                                                         (11,541)           (25,554)
          Accounts payable and accrued liabilities                                            (38,636)            (8,601)
          Income taxes payable                                                                 (2,383)             3,241
          Other assets and liabilities, net                                                    (2,583)              (504)
------------------------------------------------------------------------------------------------------------------------
              Net cash provided by/(used for) operating activities                              6,644             (6,688)
Cash flows from investing activities:
    Capital expenditures                                                                      (16,828)           (16,607)
    Cash paid for acquired businesses                                                              -             (15,959)
    Proceeds from business divestiture                                                          1,360                  -
    Proceeds from sale of property, plant and equipment                                           108                  -
------------------------------------------------------------------------------------------------------------------------
              Net cash used for investing activities                                          (15,360)           (32,566)
Cash flows from financing activities:
    Net borrowings/(payments) under long-term credit facility
         and credit agreements                                                                  6,470             42,916
    Proceeds from the exercise of stock options                                                 1,126                489
    Cash dividends paid                                                                        (2,445)            (2,430)
------------------------------------------------------------------------------------------------------------------------
              Net cash provided by/(used for) financing activities                              5,151             40,975
Effect of exchange rate changes on cash and cash equivalents                                      119                (99)
------------------------------------------------------------------------------------------------------------------------
Increase/(decrease) in cash and cash equivalents                                               (3,446)             1,622
Cash and cash equivalents, beginning of period                                                  7,396              3,874
------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                                                   $    3,950           $  5,496
========================================================================================================================
Supplemental cash flow information:
    Income taxes paid, net of refunds                                                      $    9,201           $  6,430
    Interest paid, net of amount capitalized                                                    9,111              9,944
========================================================================================================================
</TABLE>

See accompanying notes.

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







                                      -4-



<PAGE>   5


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

<TABLE>
<CAPTION>

==================================================================================================


                                   Common Stock                               Treasury Stock
                                --------------------  Paid-In    Retained   --------------------
                                  Shares   Amount     Capital    Earnings    Shares    Amount
--------------------------------------------------------------------------------------------------
<S>                            <C>           <C>     <C>        <C>         <C>      <C>
(in thousands)
Balance at December 31,
   1999
                                  26,204       $262   $47,958    $249,653    (1,826)  ($37,296)

Net income                                                         21,833

Foreign currency translation
    adjustments


  Comprehensive income

Issuance of common stock
   for:
    Stock options                                      (1,096)                   28        878
    Stock compensation                                     (9)                    4        126

Cash dividends
    ($.05 per share)                                               (2,430)

----------------------------------------------------------------------------------------------
Balance at June 30, 2000          26,204       $262   $46,853    $269,056    (1,794)  ($36,292)
==============================================================================================

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

Net income                                                         20,810

Foreign currency
   translation adjustments

Unrealized loss on
   derivative instruments



  Comprehensive income

Issuance of common stock
   for:
    Stock options                                        (935)                   68      2,061
    Stock compensation                                   (262)                   66      2,180

Amortization of unearned
    deferred compensation

Cash dividends
  ($.05 per share)                                                 (2,454)

----------------------------------------------------------------------------------------------
Balance at June 30, 2001          26,204       $262   $46,182    $315,981    (1,640)  ($31,423)
==============================================================================================

<CAPTION>

==================================================================================================
                                                                       Accumulated
                                                      Unearned            Other
                                                      Deferred        Comprehensive
                                                    Compensation          Loss           Total
--------------------------------------------------------------------------------------------------
<S>                                                 <C>               <C>              <C>
(in thousands)
Balance at December 31, 1999
                                                            $  -            ($13,050)  $ 247,527

Net income                                                                                21,833

Foreign currency translation
    adjustments                                                               (4,057)     (4,057)
                                                                                       ---------

  Comprehensive income                                                                    17,776

Issuance of common stock for:
    Stock options                                                                           (218)
    Stock compensation                                                                       117

Cash dividends
  ($.05 per share)                                                                        (2,430)

------------------------------------------------------------------------------------------------
Balance at June 30, 2000                                    $  -            ($17,107)  $ 262,772
================================================================================================

Balance at December 31, 2000
                                                            $  -            ($21,933)  $ 287,669

Net income                                                                                20,810

Foreign currency translation
    adjustments                                                               (3,953)     (3,953)

Unrealized loss on derivative
    instruments                                                                 (267)       (267)
                                                                                       ---------

  Comprehensive income                                                                    16,590

Issuance of common stock for:
    Stock options
    Stock compensation                                                                     1,126
                                                           (1,741)                           522

Amortization of unearned
    deferred compensation                                     218                            218

Cash dividends
  ($.05 per share)                                                                        (2,454)

------------------------------------------------------------------------------------------------
Balance at June 30, 2001                                  ($1,523)         ($26,153)   $ 303,326
================================================================================================

</TABLE>

See accompanying notes.














                                      -5-




<PAGE>   6


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
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, 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>

==========================================================================================================================
                                                                                            JUNE 30,        December 31,
                                                                                               2001                2000
--------------------------------------------------------------------------------------------------------------------------

<S>                                                                                       <C>                 <C>
 (in thousands)
Raw materials                                                                              $  41,066           $  46,671
Work-in-process                                                                               11,835               7,883
Finished goods                                                                               141,734             134,570
Perishable tooling and supplies                                                                7,155               7,312
------------------------------------------------------------------------------------------------------------------------
                                                                                             201,790             196,436
Excess of current standard costs over LIFO costs                                             (12,250)            (13,129)
Obsolescence and other reserves                                                               (6,790)             (7,976)
------------------------------------------------------------------------------------------------------------------------
    Net inventories                                                                        $ 182,750           $ 175,331
========================================================================================================================
</TABLE>













                                      -6-

<PAGE>   7



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

<TABLE>
<CAPTION>

==============================================================================================================================
                                                                                Three Months Ended           Six Months Ended
                                                                                          June 30,                   June 30,
                                                                         -----------------------------------------------------
                                                                                2001          2000         2001          2000
------------------------------------------------------------------------------------------------------------------------------

<S>                                                                        <C>           <C>          <C>           <C>
(in thousands, except per share data)
Numerator:
  Net income                                                                 $ 9,595      $ 12,474     $ 20,810      $ 21,833
=============================================================================================================================
Denominator:
  Denominator for basic earnings per share -- weighted
    average shares                                                            24,549        24,399       24,510        24,392
Effect of dilutive employee stock options                                        282           389          313           280
-----------------------------------------------------------------------------------------------------------------------------
  Denominator for dilutive earnings per share -- adjusted
    weighted average shares                                                   24,831        24,788       24,823        24,672
=============================================================================================================================
Basic earnings per share                                                      $  .39        $  .51       $  .85        $  .90
=============================================================================================================================
Diluted earnings per share                                                    $  .39        $  .50       $  .84        $  .88
=============================================================================================================================

</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>


=============================================================================================================================
                                                                                              CORPORATE &
SIX MONTHS ENDED JUNE 30, 2001                      ELECTRONICS         COMMUNICATIONS       ELIMINATIONS        CONSOLIDATED
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>                 <C>                  <C>               <C>
(IN THOUSANDS)
REVENUES                                             $ 327,527              $ 171,216            $     -           $ 498,743
INTERSEGMENT REVENUES                                    3,850                  8,703            (12,553)                  -
OPERATING EARNINGS                                      37,612                  7,698             (4,640)             40,670
OTHER INCOME, NET                                        1,200                      -                  -               1,200
INTEREST EXPENSE                                             -                      -              9,668               9,668
INCOME BEFORE TAXES                                     38,812                  7,698            (14,308)             32,202
============================================================================================================================
</TABLE>








                                      -7-



<PAGE>   8

<TABLE>
<CAPTION>

==============================================================================================================================
                                                                                              Corporate &
Six Months Ended June 30, 2000                      Electronics         Communications       Eliminations        Consolidated
------------------------------------------------------------------------------------------------------------------------------

<S>                                                <C>                  <C>                  <C>                 <C>
(in thousands)
Revenues                                             $ 374,398              $ 144,810            $     -           $ 519,208
Intersegment revenues                                    2,798                 14,328            (17,126)                  -
Operating earnings                                      42,510                  5,604             (3,631)             44,483
Other income, net                                            -                      -                  -                   -
Interest expense                                             -                      -              9,827               9,827
Income before taxes                                     42,510                  5,604            (13,458)             34,656
============================================================================================================================

<CAPTION>

==============================================================================================================================
                                                                                              CORPORATE &
THREE MONTHS ENDED JUNE 30, 2001                    ELECTRONICS         COMMUNICATIONS       ELIMINATIONS        CONSOLIDATED
------------------------------------------------------------------------------------------------------------------------------

<S>                                                <C>                  <C>                  <C>                 <C>
(IN THOUSANDS)
REVENUES                                             $ 163,684               $ 83,231            $     -           $ 246,915
INTERSEGMENT REVENUES                                    1,583                  4,095             (5,678)                  -
OPERATING EARNINGS                                      18,988                  2,589             (1,993)             19,584
INTEREST EXPENSE                                             -                      -              4,888               4,888
INCOME BEFORE TAXES                                     18,988                  2,589             (6,881)             14,696
============================================================================================================================

<CAPTION>

==============================================================================================================================
                                                                                              Corporate &
Three Months Ended June 30, 2000                    Electronics         Communications       Eliminations        Consolidated
------------------------------------------------------------------------------------------------------------------------------

<S>                                                <C>                  <C>                  <C>                 <C>
(in thousands)
Revenues                                             $ 198,536               $ 92,663            $     -           $ 291,199
Intersegment revenues                                    2,000                  7,154             (9,154)                  -
Operating earnings                                      24,480                  3,909             (3,280)             25,109
Interest expense                                             -                      -              5,309               5,309
Income before taxes                                     24,480                  3,909             (8,589)             19,800
============================================================================================================================
</Table>

GEOGRAPHIC INFORMATION

<Table>
<CAPTION>

==============================================================================================================================
                                 Three Months Ended June 30,                           Six Months Ended June 30,
                               2001                      2000                       2001                      2000
------------------------------------------------------------------------------------------------------------------------------
                                      PERCENT                    Percent                   PERCENT                    Percent
(in thousand,                              OF                         of                        OF                         of
except % data)          REVENUES     REVENUES      Revenues     Revenues     REVENUES     REVENUES     Revenues      Revenues
<S>                    <C>           <C>          <C>           <C>        <C>            <C>         <C>            <C>
United States           $166,732          68%      $194,117          66%     $337,509          68%     $352,587           68%
Europe                    50,602          20%        62,753          22%      104,875          21%      101,173           19%
Rest of World             29,581          12%        34,329          12%       56,359          11%       65,448           13%

Total                   $246,915         100%      $291,199         100%     $498,743         100%     $519,208          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. ("STS").
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>   9



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 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.

The fair value of these derivatives at June 30, 2001 was approximately $3.1
million. For the three- and six-month periods ended June 30, 2001, the Company
recognized pre-tax net losses of $441 thousand ($.01 per share--diluted after
tax) and $866 thousand ($.02 per share--diluted after tax), respectively, as the
result of changes in the fair value of these derivatives.

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 six-month periods ended June 30, 2001, the Company recognized
compensation expense in the amounts of $145 thousand and $218 thousand,
respectively, related to the restricted stock awards.

NOTE 8:  INCOME TAXES
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 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 $0.3 million ($.01 per share--diluted) on $3.5 million undistributed foreign
earnings for the three months ended June 30, 2001 and $0.8 million ($.03 per
share--diluted) on $7.2 million undistributed foreign earnings for the six
months ended June 30, 2001.





                                      -9-

<PAGE>   10


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 six-month periods
ended June 30, 2001 are analyzed below:

<TABLE>
<CAPTION>


==========================================================================================================================
THREE MONTHS ENDED JUNE 30, 2001                                                                  AMOUNT           RATE
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                                             <C>             <C>
(IN THOUSANDS, EXCEPT RATE DATA)
PROVISION AT STATUTORY RATE                                                                      $ 5,143          35.00 %
STATE INCOME TAXES                                                                                   407           2.77 %
LOWER FOREIGN TAX RATES AND OTHER                                                                   (449)         (3.06)%
--------------------------------------------------------------------------------------------------------------------------
TOTAL TAX                                                                                        $ 5,101          34.71 %
==========================================================================================================================

<CAPTION>

==========================================================================================================================
SIX MONTHS ENDED JUNE 30, 2001                                                                    AMOUNT           RATE
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                                             <C>             <C>
(IN THOUSANDS, EXCEPT RATE DATA)
PROVISION AT STATUTORY RATE                                                                      $11,270          35.00 %
STATE INCOME TAXES                                                                                   813           2.53 %
LOWER FOREIGN TAX RATES AND OTHER                                                                   (942)         (2.93)%
--------------------------------------------------------------------------------------------------------------------------
TOTAL TAX                                                                                        $11,141          34.60 %
==========================================================================================================================
</TABLE>

NOTE 9:  LOSS CONTINGENCY
A VAR through which Belden is contractually obligated to supply its products for
a major LEC has encountered financial difficulties. Until the financial
viability of the VAR can be re-established, the Company will bill the LEC
directly. Belden currently has an outstanding account receivable from the VAR in
the amount of $8.4 million and is seeking full recovery.

NOTE 10:  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 $70 million at June 30, 2001 with
a weighted average interest rate of 6.08%.









                                      -10-


<PAGE>   11


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 six-month periods ended June 30, 2001 with the three-
and six-month periods ended June 30, 2000.

<TABLE>
<CAPTION>

=============================================================================================================================
                                                                         Three Months Ended                Six Months Ended
                                                                                   June 30,                        June 30,
                                                                -----------------------------    ----------------------------
                                                                       2001            2000             2001           2000
-----------------------------------------------------------------------------------------------------------------------------

<S>                                                            <C>              <C>                <C>           <C>
(in thousands)
Revenues                                                           $246,915        $291,199          $498,743      $519,208
Gross profit                                                         47,234          57,681            96,543       104,551
Operating earnings                                                   19,584          25,109            40,670        44,483
Other income, net                                                         -               -            (1,200)            -
Interest expense                                                      4,888           5,309             9,668         9,827
Income before taxes                                                  14,696          19,800            32,202        34,656
Income before cumulative effect of change in
    accounting principle                                              9,595          12,474            21,061        21,833
Cumulative effect of change in accounting
    principle, net of tax benefit of $133                                 -               -              (251)            -
Net income                                                          $ 9,595         $12,474           $20,810       $21,833
=============================================================================================================================
</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 six-month periods ended June 30, 2001 with
the three- and six-month periods ended June 30, 2000.

















                                      -11-


<PAGE>   12


<TABLE>
<CAPTION>

============================================================================================================================
                                                                        Three Months Ended                Six Months Ended
                                                                                  June 30,                        June 30,
                                                                -----------------------------    ---------------------------
                                                                        2001          2000             2001           2000
----------------------------------------------------------------------------------------------------------------------------

<S>                                                             <C>              <C>               <C>           <C>
(in thousands, except % data)
Net revenues(1)                                                     $163,684      $198,536          $327,527      $374,398
Operating earnings                                                    18,988        24,480            37,612        42,510
    As a percent of net revenues                                        11.6%         12.3%             11.5%         11.4%
============================================================================================================================
</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 six-month periods ended June 30, 2001 with
the three- and six-month periods ended June 30, 2000.

<TABLE>
<CAPTION>

===========================================================================================================================
                                                                        Three Months Ended                Six Months Ended
                                                                                  June 30,                        June 30,
                                                                -----------------------------    --------------------------
                                                                        2001          2000             2001           2000
---------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>              <C>               <C>           <C>
(in thousands, except % data)
Net revenues                                                        $ 83,231       $92,663          $171,216      $144,810
Operating earnings                                                     2,589         3,909             7,698         5,604
    As a percent of net revenues                                         3.1%          4.2%              4.5%          3.9%
===========================================================================================================================
</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 JUNE 30, 2001 COMPARED WITH THREE MONTHS ENDED JUNE 30, 2000

Revenues
Revenues decreased 15.2% to $246.9 million in the three months ended June 30,
2001 from $291.2 million in the three months ended June 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 14.7 percentage points of the
period-over-period 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.

Unfavorable foreign currency translation on international revenues accounted for
1.9 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, $0.59 and $0.68, respectively, in the second quarter of 2000 to
$0.88, $1.42, $0.51 and $0.65, respectively, in the second quarter of 2001.



                                      -12-

<PAGE>   13






A modest net increase in product pricing offset the negative impact that sales
volume and currency translation had on revenue comparisons by 1.2 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 sales price reductions implemented on certain networking
products in the second quarter of 2001.

Revenues in the United States, representing approximately 68% of the Company's
total revenues for the three months ended June 30, 2001, declined by 14%
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
second quarter of 2001 declined by 20% compared to revenues generated during the
second quarter of 2000. Revenues generated in the United States from the sale of
Communications segment products during the three months ended June 30, 2001 were
down 3% compared to the same period in 2000.

Revenues in Europe represented approximately 20% of the Company's total revenues
for the quarter ended June 30, 2001. European revenues decreased by 19% compared
to revenues generated during the second quarter of 2000. Approximately
two-thirds, or 12 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 4 percentage points of the
decline. The remainder of the decline, approximately 3 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 three months ended June 30, 2001, declined by
14% 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 three months ended June 30, 2001 with the three months ended June 30,
2000.

<TABLE>
<CAPTION>

==============================================================================================================================
                                                                                                                 % Increase/
                                                                                                                  (Decrease)
                                                                                                               2001 Compared
Three Months Ended June 30,                                       2001                     2000                    With 2000
------------------------------------------------------------------------------------------------------------------------------

<S>                                                           <C>                      <C>                   <C>
(in thousands, except % data)
Gross profit                                                   $47,234                  $57,681                     (18.1)%
  As a percent of revenues                                        19.1%                    19.8%
Operating earnings                                             $19,584                  $25,109                     (22.0)%
  As a percent of revenues                                         7.9%                     8.6%
Income before taxes                                            $14,696                  $19,800                     (25.8)%
  As a percent of revenues                                         6.0%                     6.8%
Net income                                                     $ 9,595                  $12,474                     (23.1)%
  As a percent of revenues                                         3.9%                     4.3%
=============================================================================================================================
</TABLE>











                                      -13-

<PAGE>   14



Gross profit decreased 18.1% to $47.2 million in the three months ended June 30,
2001 from $57.7 million in the three months ended June 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 0.7 percentage points from the prior year as the
Company's currently lower-margin Communications segment represented a larger
share of total operations in the second quarter of 2001 than it did in the
second quarter of 2000.

Operating earnings decreased 22.0% to $19.6 million in the three months ended
June 30, 2001 from $25.1 million in the three months ended June 30, 2000 due
primarily to lower sales volumes. Selling, general and administrative expenses
as a percentage of revenues were 11.0% for the three months ended June 30, 2001
and June 30, 2000. This expense control in light of reduced revenues reflects
reduced spending throughout the organization. Operating earnings as a percent of
revenues declined by 0.7 percentage points from the prior year.

Income before taxes decreased 25.8% to $14.7 million in the three months ended
June 30, 2001 from $19.8 million in the three months ended June 30, 2000 due
primarily to lower operating earnings that were partially offset by decreased
interest expense. Interest expense decreased 7.9% to $4.9 million in the second
quarter of 2001 from $5.3 million in the second quarter of 2000 despite higher
interest rates due to lower average borrowings. Total average borrowings
outstanding during the second quarter of 2001 and 2000 were $275 million and
$323 million, respectively. The Company's average interest rate was 6.9% in the
second quarter of 2001 compared to 6.4% in the second quarter of 2000.

The Company's effective tax rate was 34.7% and 37.0% for the three months ended
June 30, 2001 and 2000, respectively. The decrease was due primarily to the
Company's assessment 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 23.1% to $9.6 million in the three months ended June 30,
2001 from $12.5 million in the three months ended June 30, 2000 due mainly to
lower income before taxes that was partially offset by the lower effective tax
rate.

ELECTRONICS SEGMENT
Net revenues decreased 17.5% to $163.7 million for the quarter ended June 30,
2001 from $198.5 million for the quarter ended June 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 economy coupled with a slowing
European economy. 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 entertainment products in
prior periods as well as increased demand for the segment's fiber optic cable in
the United States and certain broadband products in Asia.

Operating earnings decreased 22.4% to $19.0 million for the quarter ended June
30, 2001 from $24.5 million for the quarter ended June 30, 2000. As a percent of
net revenues, operating earnings decreased to 11.6% for the second quarter of
2001 from 12.3% for the second quarter of 2000. These results reflected the
lower unit volumes partially offset by the current-quarter impact of sales price
increases on









                                      -14-

<PAGE>   15


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 $83.2 million for the
quarter ended June 30, 2001, a 10.2% decrease from net revenues of $92.7 million
for the quarter ended June 30, 2000 due principally to capital spending
reductions by the major communications companies, particularly in the United
Kingdom. Also contributing to this decrease was the negative effect of currency
translation on international revenues. Partially offsetting this decrease was
the impact of higher average copper prices passed through to customers.

Additional revenues provided in the current quarter from new LEC contracts
awarded in prior periods were more than offset by a lack of significant
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. 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 receive 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. While the
Company previously expected to resolve the compensation issues this year and
continues working on an earlier settlement, it now appears the determination of
the additional amount of compensation may be delayed until 2002.

Communications segment revenues were also lower than anticipated due to
financial difficulties encountered by a VAR designated contractually by a major
communications customer. The Company has discontinued selling to the VAR until
the reseller obtains additional financing. However, the Company utilizes the VAR
as a subcontractor to cut cable and assist the Company in shipping wire and
cable to the customer. The Company has begun to bill the customer directly. The
Company currently has an outstanding account receivable from the VAR in the
amount of $8.4 million and is seeking full recovery.

Operating earnings decreased 33.3% to $2.6 million for the quarter ended June
30, 2001 from $3.9 million for the quarter ended June 30, 2000. Operating
earnings as a percent of net revenues decreased to 3.1% in the quarter ended
June 30, 2001 from 4.2% in the same period of 2000. These results reflected the
segment's unfavorable leveraging of fixed costs over a lower revenue base.

SIX MONTHS ENDED JUNE 30, 2001 COMPARED WITH SIX MONTHS ENDED JUNE 30, 2000

Revenues
Revenues decreased 3.9% to $498.7 million in the six months ended June 30, 2001
from $519.2 million in the six months ended June 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 7.2 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 the United States economy coupled with a slowing European
economy.







                                      -15-

<PAGE>   16


Unfavorable foreign currency translation on international revenues accounted for
1.8 percentage points of the revenue decline. The euro, British pound,
Australian dollar and Canadian dollar decreased from average exchange values of
$0.96, $1.57, $0.61 and $0.68, respectively, in the first half of 2000 to $0.90,
$1.44, $0.52 and $0.65, respectively, in the first half of 2001.

A modest net increase in product pricing offset the negative impact that sales
volume and currency translation had on revenue comparisons by 1.6 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 the second quarter of 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 3.5
percentage points.

Revenues in the United States, representing approximately 68% of the Company's
total revenues for the six months ended June 30, 2001, declined by 4% 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 half of
2001 declined by 13% from revenues generated during the second quarter of 2000.
Revenues generated in the United States from the sale of Communications segment
products during the six months ended June 30, 2001 increased 13% compared to the
same period in 2000.

Revenues in Europe represented approximately 21% of the Company's total revenues
for the six months ended June 30 2001. European revenues increased by 4%
compared to revenues generated during the first half of 2000 due primarily to
the current-year impact of the Manchester acquisition in the second quarter of
2000. Absent the Manchester acquisition, European revenues for the first half of
2001 would have decreased by 9% compared to revenues for the same period in
2000. Unfavorable currency translation accounted for approximately 6 percentage
points of the decline. The remainder of the decline, approximately 3 percentage
points, represented lower local currency revenues generated on the sale of
Electronics segment products.

Revenues from the rest of the world, representing approximately 11% of the
Company's total revenues for the six months ended June 30, 2001, declined by 14%
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.







                                      -16-


<PAGE>   17



COSTS, EXPENSES AND EARNINGS
The following table sets forth information comparing the components of earnings
for the six months ended June 30, 2001 with the six months ended June 30, 2000.

<TABLE>
<CAPTION>


==============================================================================================================================
                                                                                                                 % Increase/
                                                                                                                  (Decrease)
                                                                                                               2001 Compared
Six Months Ended June 30,                                         2001                     2000                    With 2000
------------------------------------------------------------------------------------------------------------------------------

<S>                                                           <C>                    <C>                              <C>
(in thousands, except % data)
Gross profit                                                   $96,543                $ 104,551                        (7.7)%
  As a percent of revenues                                        19.4%                    20.1%
Operating earnings                                             $40,670                $  44,483                        (8.6)%
  As a percent of revenues                                         8.2%                     8.6%
Income before taxes                                            $32,202                $  34,656                        (7.1)%
  As a percent of revenues                                         6.5%                     6.7%
Net income                                                     $20,810                $  21,833                        (4.7)%
  As a percent of revenues                                         4.2%                     4.2%
==============================================================================================================================
</TABLE>


Gross profit decreased 7.7% to $96.5 million in the six months ended June 30,
2001 from $104.6 million in the six months ended June 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 0.7 percentage point from the prior year as the
Company's currently lower-margin Communications segment represented a much
larger share of total operations in the first half of 2001 than it did in the
first half of 2000 as a result of the Manchester acquisition in the second
quarter of 2000.

Operating earnings decreased 8.6% to $40.7 million in the six months ended June
30, 2001 from $44.5 million in the six months ended June 30, 2000 due primarily
to lower gross profit. Partially offsetting this decline was an improvement in
selling, general and administrative expenses to 11.0% of revenues for the first
half of 2001 from 11.4% of revenues for the first half of 2000. This performance
reflects tighter spending controls throughout the organization. Operating
earnings as a percent of revenues declined by 0.4 percentage points from the
prior year due to the impact of the Company's currently lower-margin
Communications segment.

Income before taxes decreased 7.1% to $32.2 million in the six months ended June
30, 2001 from $34.7 million in the six months ended June 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 1.6% to $9.7 million in the first
half of 2001 from $9.8 million in the first half of 2000 despite marginally
higher interest rates due to lower average borrowings. Average debt outstanding
during the first six months of 2001 and 2000 was $276 million and $308 million,
respectively. The Company's average interest rate was 7.0% in the first half of
2001 compared to 6.5% in the first half of 2000.

The Company's effective tax rate was 34.6% and 37.0% for the six months ended
June 30, 2001 and 2000, respectively. The decrease stemmed primarily from the
Company's assessment under Accounting Principles Board Opinion No. 23,
Accounting for Income Taxes--Special Areas, that undistributed










                                      -17-

<PAGE>   18


earnings from its European and Australian  subsidiaries would not be remitted to
the United  States in the  foreseeable  future and,  accordingly,  no additional
provision for United States taxes was made.

Net income decreased 4.7% to $20.8 million in the six months ended June 30, 2001
from $21.8 million in the six months ended June 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 12.5% to $327.5 million for the six months ended June 30,
2001 from $374.4 million for the six months ended June 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
United States economy and the slowing European economy, the absence of a failed
North American distributor from the networking and industrial markets during
2001 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
fiber optic cable products.

Operating earnings decreased 11.5% to $37.6 million for the six months ended
June 30, 2001 from $42.5 million for the six months ended June 30, 2000. As a
percent of net revenues, operating earnings increased to 11.5% for the six
months ended June 30, 2001 from 11.4% for the same period in 2000. These results
reflected the current-year impact of sales price increases implemented on
certain product lines in prior periods and a favorable leveraging of both
production period costs and selling, general and administrative expenses.

COMMUNICATIONS SEGMENT
The Communications segment recorded net revenues of $171.2 million for the six
months ended June 30, 2001, an 18.2% increase from net revenues of $144.8
million for the six months ended June 30, 2000. Approximately 60% of this
increase represented volume gains, the majority of which resulted from the
incremental contract business awarded to the Company by two United States LECs
during the past 15 months. This volume increase was only partially offset by the
lack of sales during the year to the private label customer under the
"take-or-pay" contract and the discontinuance of sales to the financially
troubled VAR during the second quarter of 2001. The remainder of the increase
represented the current-year impact of the Manchester acquisition in the second
quarter of 2000.

Operating earnings increased 37.4% to $7.7 million for the six months ended June
30, 2001 from $5.6 million for the six months ended June 30, 2000. Operating
earnings as a percent of net revenues increased to 4.5% in the six months ended
June 30, 2001 from 3.9% in the same period of 2000. These results reflected the
positive impact of material cost reduction initiatives as well as the successful
leveraging of fixed costs over an increased revenue base.













                                      -18-



<PAGE>   19
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.

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. At June 30, 2001, the Company had $70
million outstanding borrowings under the New Credit Agreement. At June 30, 2001,
the Company also had unsecured, uncommitted arrangements with 8 banks under
which it may borrow up to $107 million at prevailing interest rates. At June 30,
2001, the Company had $5 million outstanding borrowings under these
arrangements.

The Company also had privately-placed debt of $200 million outstanding at June
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 six months ended June 30, 2001, the Company increased debt by $3
million as cash required to fund working capital investment exceeded cash
provided by operations and certain other investing and financing activities.
However, the Company's debt-to-total-capitalization ratio decreased from 48.7%
at December 31, 2000 to 47.6% at June 30, 2001.

At June 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.










                                      -19-

<PAGE>   20


WORKING CAPITAL
For the first six months in 2001, operating working capital (defined as current
assets less current liabilities) increased $27 million. This increase resulted
from higher inventories and lower current liabilities that were partially offset
by lower accounts receivable. The higher inventory level occurred in the
Communications segment due to lower-than-anticipated sales during the first six
months of the year and the discontinuance of shipments to the VAR currently
encountering financial difficulties. Current liabilities were substantially
lower at June 30, 2001 than at December 31, 2000 due to reduced production.
Accounts receivable were substantially lower due primarily to reduced sales
volume.

CAPITAL EXPENDITURES
For the first six months in 2001, the Company had capital expenditures of $16.8
million, primarily for modernization and enhancement of machinery and equipment.


OUTLOOK

The level of earnings the Company expected to achieve in 2001 was based on an
assumption that the United States economy would continue to enjoy moderate
growth. However, the impact of the current economic slowdown in the United
States has been more extensive than the Company had anticipated and we are now
witnessing signs of a slowing European economy as well. The Company is not
seeing signs that the downturns in either geographic market have run their
course and we expect weak demand to continue for the remainder of the year.
Based on the impact of a slower economy, particularly in North America,
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 North
American 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 will be in the range of $1.60 per share to $1.70 per share. This assumes
the Company will receive only $8.5 million in compensation this year under the
"take-or-pay" contract and it assumes no special provision for the collection of
the receivable from the VAR currently encountering financial difficulties.


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.








                                      -20-

<PAGE>   21



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 credit worthiness of
the Company's customers; collection of the account receivable from the
financially troubled VAR noted above (of which, there can be no assurance as to
the collection of the account receivable); 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 (including the Company's achieving cost-saving and profit improvement
initiatives at its Communications operations); 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.

























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<PAGE>   22




                            PART II OTHER INFORMATION


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

On May 3, 2001, the Company held its regular Annual Meeting of Stockholders
("Meeting"). The stockholders considered one proposal. The necessary majority
approved the proposal.

         PROPOSAL 1:

         Election for a three-year term, three class II directors: Bernard G.
         Rethore, Lorne D. Bain and Arnold W. Donald. Messrs. Rethore, Bain and
         Donald have served on the Company's Board of Directors since 1997, 1993
         and 2000, respectively. Mr. Rethore received 21,728,294 votes for his
         reelection and 521,316 votes were withheld. Mr. Bain received
         21,728,502 votes for his election and 521,108 votes were withheld. Mr.
         Donald received 21,724,480 votes for his election and 525,130 votes
         were withheld.

ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K

Exhibits
       Exhibit 10.1:   Credit Agreement, dated as of June 21, 2001, among Belden
         Inc.; Wachovia Bank, N.A.; SunTrust Bank; Firstar Bank, N.A.; ING Bank
         N.V., Venlo Branch; Comerica Bank; The Northern Trust Company and The
         Industrial Bank of Japan, Limited

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



























                                      -22-



<PAGE>   23



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:     August 1, 2001         By:   /s/ C. Baker Cunningham
                                       ---------------------------------------
                                       C. Baker Cunningham
                                       Chairman of the Board, President
                                            and Chief Executive Officer


Date:     August 1, 2001         By:   /s/ Paul Schlessman
                                       --------------------------------------
                                       Vice President, Finance
                                            and Chief Financial Officer





















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