Thomas & Betts Corp – ‘PRER14A’ on 3/11/96

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Revised Preliminary Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRER14A     Thomas & Betts Corporation                            33    147K 
 2: EX-99.1     Miscellaneous Exhibit                                  3     17K 
 3: EX-99.2     Miscellaneous Exhibit                                  3     14K 

PRER14A   —   Thomas & Betts Corporation
Document Table of Contents

PRER14A
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SCHEDULE 14A INFORMATION    
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES 
EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)      

Filed by the Registrant [X]                                                     
Filed by a Party other than the Registrant [ ]                                  
Check the appropriate box:                                                      
[X] Preliminary Proxy Statement                                                 
[ ] Confidential, for use of the Commission Only (as permitted by Rule          
14a-6(e)(2))                                                            
[ ] Definitive Proxy Statement                                                  
[ ] Definitive Additional Materials                                             
[ ] Soliciting Materials Pursuant to 240.14a-11(c) or 240.14a-12                

THOMAS & BETTS CORPORATION      
(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):                              
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2), or Item
22(a)(2) of Schedule 14A.                                               
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule        
14a-6(i)(3).                                                            
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.    

(1)   Title of each class of securities to which transaction applies: 

------------------------------------------------------------------------------- 
(2)   Aggregate number of securities to which transaction applies:    

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(3) Per unit price or other underlying value of transaction computed  
       pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):    

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(4)   Proposed maximum aggregate value of transaction:                

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(5)   Total fee paid:                                                 

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[X] Fee paid previously with preliminary materials.                             
[ ] Check box if any of the fee is offset as provided by Exchange Act Rule      
0-11(a)(2) and identify the filing for which the offsetting fee was paid
  previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.                     

(1)   Amount previously paid:  $125.00                                
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(2)   Form, Schedule or Registration Statement No.:  Pre 14A          
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(3)   Filing Party:                                                   
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(4)   Date Filed:                                                     
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PRELIMINARY COPY    

                                                                          [LOGO]

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 1, 1996

To the Shareholders of THOMAS & BETTS CORPORATION:                              

The Annual Meeting of Shareholders of Thomas & Betts Corporation (the   
"Corporation") will be held at the Winegardner Auditorium, The Dixon Gallery and
Gardens, 4339 Park Avenue, Memphis, Tennessee, on May 1, 1996, at 10 a.m. to:   

1.  Elect twelve directors;                                             

 2.  Consider and act upon a proposal to change the Corporation's state of
      incorporation from New Jersey to Tennessee by means of a merger of the
        Corporation into a wholly owned Tennessee subsidiary of the Corporation,
as described in the accompanying Proxy Statement;               

 3.  Ratify the appointment of KPMG Peat Marwick LLP as independent public
accountants; and                                                

   4.  Transact such other business as may properly come before the meeting or
any adjournment thereof.                                        

   Only shareholders of record at the close of business on March 8, 1996, will
be entitled to receive notice of, and to vote at, the Annual Meeting of         
Shareholders or any adjournment thereof.                                        

   Whether or not you expect to attend the meeting in person, YOU ARE URGED TO
MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY to: Inspectors of Election, First
Chicago Trust Company of New York, P.O. Box 8711, Edison, New Jersey 08818-9180.

                                              JANICE H. WAY, Corporate Secretary
1555 Lynnfield Road                                                             
Memphis, Tennessee 38119                                                        
March 21, 1996                                                                  

YOUR VOTE IS IMPORTANT
PLEASE RETURN YOUR PROXY PROMPTLY 

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PRELIMINARY COPY    

THOMAS & BETTS CORPORATION
PROXY STATEMENT 
--------------- 

SOLICITATION OF PROXY 

  THE ENCLOSED PROXY IS BEING MAILED AND SOLICITED BEGINNING THE 21ST DAY OF
MARCH, 1996, BY AND ON BEHALF OF THE BOARD OF DIRECTORS (THE "BOARD") OF THOMAS 
& BETTS CORPORATION (THE "CORPORATION") whose principal executive offices are at
1555 Lynnfield Road, Memphis, Tennessee 38119, for use in connection with the   
Annual Meeting of Shareholders to be held at 10 a.m. on May 1, 1996, at the     
Winegardner Auditorium, The Dixon Gallery and Gardens, 4339 Park Avenue,        
Memphis, Tennessee, and at any adjournment thereof (the "Annual Meeting"). The  
matters to be considered and acted upon at such Annual Meeting are referred to  
in the preceding Notice and are more fully discussed below. All shares          
represented by proxies which are returned properly signed will be voted as      
specified on the proxy card. If choices are not specified on the proxy card, the
shares will be voted as recommended by the Board. The Bylaws of the Corporation 
require that the holders of a majority of the total number of shares entitled to
vote be represented in person or by proxy in order for the business of the      
meeting to be transacted.                                                       

  The cost of soliciting proxies for the Annual Meeting will be borne by the
Corporation. The Corporation has retained Hill and Knowlton, Inc., 466 Lexington
Avenue, New York, N.Y. 10017, to distribute material to beneficial owners whose 
shares are held by brokers, banks, or other institutions, and to assist in      
soliciting proxies, for a fee estimated at $5,700 plus expenses. In addition,   
directors, officers and other employees may solicit proxies in person and by    
mail or telecommunication. The Corporation will also reimburse brokers, banks   
and others who are record holders of the Corporation's shares for reasonable    
expenses incurred in obtaining voting instructions from beneficial owners of    
such shares.                                                                    

REVOCATION OF PROXY 

A proxy may be revoked by the shareholder by giving written notice of   
revocation to the Inspectors of Election, First Chicago Trust Company of New    
York, P.O. Box 8711, Edison, New Jersey 08818-9180, or by filing another proxy  
with the Inspectors of Election at any time prior to its exercise.              

COMMON STOCK OUTSTANDING

At the close of business on March 8, 1996, there were outstanding and   
entitled to vote at the Annual Meeting 20,134,602 shares of the Corporation's   
Common Stock, $.50 par value (the "Common Stock"). There were 30,535 treasury   
shares which carry no voting rights. Holders of record of Common Stock at the   
close of business on March 8, 1996, will be entitled to one vote for each share 
held on all matters properly coming before the Annual Meeting.                  

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS                                 

    The following table shows persons or groups who are known to the Corporation
to be beneficial owners of more than 5% of the outstanding Common Stock as of   
December 31, 1995.                                                              

NAME AND ADDRESS                                 AMOUNT AND NATURE OF   PERCENT 
OF BENEFICIAL OWNER                              BENEFICIAL OWNERSHIP   OF CLASS
-------------------                              --------------------   --------
Bankers Trust New York Corporation ............       1,305,257 (1)       6.50% 
280 Park Avenue                                                             
New York, New York 10017                                                    
Delaware Management Holdings, Inc. ............       1,822,468 (2)       9.11% 
2005 Market Street                                                          
Philadelphia, Pennsylvania 19103                                            
FMR Corp. .....................................       1,275,169 (3)       6.38% 
82 Devonshire Street                                                        
Boston, Massachusetts 02109                                                 
Scudder, Stevens & Clark, Inc. ................       1,266,601 (4)       6.30% 
2 International Place                                                       
Boston, Massachusetts 02110                                                 
------------                                                                    
(1)  Information provided on Schedule 13G by Bankers Trust New York Corporation 
  as of December 31, 1995, indicates that 1,081,457 shares, or 5.4% of the
   outstanding Common Stock, are held by its wholly owned subsidiary Bankers
    Trust Company and 223,800 shares, or 1.1% of the outstanding Common Stock,
are held by its indirect wholly owned subsidiary Bankers Trust        
     International PLC, and that together they have sole dispositive power as to
1,172,857 shares, shared dispositive power as to 132,400 shares, sole 
  voting power as to 721,857 shares, and shared voting power as to 123,400
shares.                                                               

(2)  Information provided on Schedule 13G by Delaware Management Holdings, Inc. 
   as of December 31, 1995, indicates that 1,814,069 shares, or 9.07% of the
  outstanding Common Stock, are held by its subsidiary Delaware Management
Company, Inc., an investment adviser, and held in the accounts of     
  institutional investors, and that of the total number reported above, it
     has sole dispositive power as to 1,756,668 shares, shared dispositive power
 as to 65,800 shares, sole voting power as to 151,739 shares, and shared
voting power as to 2,050 shares.                                      

(3)  Information provided on Schedule 13G by FMR Corp. as of December 31, 1995, 
  indicates that it has sole dispositive power as to all 1,275,169 shares,
    sole voting power as to 87,280 shares, and no voting power as to any other
shares.                                                               

(4)  Information provided on Schedule 13G by Scudder, Stevens & Clark, Inc. as  
of December 31, 1995, indicates that the shares are held by it as an  
investment adviser and that it has sole dispositive power as to all   
     1,266,601 shares, sole voting power as to 346,200 shares, and shared voting
power as to 780,600 shares.                                           

SECURITY OWNERSHIP OF MANAGEMENT                                                

  The following table provides data on Common Stock beneficially owned as of
February 9, 1996, by each director, director nominee, and each of the current or
former executive officers (the "Named Executives") named in the Summary         
Compensation Table and by the directors, director nominees, and Named Executives
as a group, as reported by each person. Unless otherwise stated, the beneficial 
owners exercise sole voting and investment power over their shares.             

                                              AMOUNT AND NATURE OF     PERCENT
NAME OF BENEFICIAL OWNER                    BENEFICIAL OWNERSHIP(1)(2)  OF CLASS
------------------------                    --------------------------  --------
Ronald P. Babcock ............................      39,820                 *    
T. Roy Burton ................................       7,901                 *    
Raymond B. Carey, Jr .........................       3,400                 *    
Ernest H. Drew ...............................         800(3)              *    
T. Kevin Dunnigan ............................     115,206                 *    
Uberto Gamaggio ..............................       7,512                 *    
Jeananne K. Hauswald .........................         367                 *    
Thomas W. Jones ..............................         500(3)(4)           *    
Robert A. Kenkel .............................         400                 *    
Kenneth R. Masterson .........................         125                 *    
Clyde R. Moore ...............................      55,271                 *    
J. David Parkinson ...........................      17,553(5)              *    
Jean-Paul Richard ............................           0                      
Ian M. Ross ..................................         600(3)              *    
Gary R. Stevenson ............................      14,975                 *    
William H. Waltrip ...........................         500                 *    
Directors, director nominees, Named                                             
Executives, and other executive officers                                    
  as a group (21 including the above) ........     292,756                 1.45%

                                                   (Footnotes on following page)

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(Footnotes for preceding page)                                                  
------------                                                                    
* Less than one percent of the outstanding Common Stock.                      

(1) Includes shares which may be acquired within 60 days of February 9, 1996,   
  through the exercise of stock options, as follows: Mr. Babcock, 9,469; Mr.
    Burton, 4,099; Mr. Dunnigan, 68,166; Mr. Gamaggio, 2,772; Mr. Moore, 39,751;
Mr. Stevenson, 9,259; and all directors, Named Executives, and executive
officers as a group (11), 150,082.                                      

(2) Includes shares of restricted stock with respect to which the holders have  
  sole voting power but no investment power during the restricted period, as
 follows: Mr. Babcock, 2,884; Mr. Burton, 3,497; Mr. Carey, 400; Dr. Drew,
400; Mr. Dunnigan, 13,423; Mr. Gamaggio, 4,740; Ms. Hauswald, 242; Mr.  
Jones, 400; Mr. Kenkel, 200; Mr. Masterson, 125; Mr. Moore, 11,720; Mr. 
  Parkinson, 400; Dr. Ross, 400; Mr. Stevenson, 4,407; Mr. Waltrip, 400; and
all directors, Named Executives, and executive officers as a group (20),
53,989.                                                                 

(3) Amounts do not include phantom stock shares credited to accounts in the     
  Deferred Fee Plan for Nonemployee Directors of Thomas & Betts Corporation,
   described on page 7, as follows: Dr. Drew, 660; Mr. Jones, 1,356; Dr. Ross,
1,406.                                                                  

(4) Includes 100 shares with respect to which Mr. Jones shares voting and       
investment power with his wife.                                         

(5) Includes 968 shares with respect to which Mr. Parkinson shares voting and   
  investment power with his wife. Does not include 5,001 shares owned by the
wife of Mr. Parkinson with respect to which he disclaims beneficial     
ownership.                                                              

  On the basis of reports and representations submitted by the directors and
executive officers of the Corporation, all Forms 3, 4 and 5 showing ownership of
and changes in ownership of Common Stock were timely filed with the Securities  
and Exchange Commission as required by Section 16(a) of the Securities Exchange 
Act of 1934 except for late filings of reports by (i) Mr. Masterson of his      
ownership of Common Stock as of the day of his election as a director and (ii)  
Mr. Burton of one transaction in May 1995.                                      

ANNUAL REPORT 

 The Corporation's Annual Report to Shareholders for the fiscal year ended
December 31, 1995, containing consolidated financial statements reflecting the  
financial position of the Corporation as of December 31, 1995, and January 1,   
1995, and the results of operations and changes in cash flows for each of the   
years in the three-year period ended December 31, 1995, has been mailed with    
this proxy material to all shareholders.                                        

1. ELECTION OF DIRECTORS                                                        

   At the forthcoming Annual Meeting it is intended that 12 directors shall be
elected, each to hold office for the term of one year and until a successor     
shall be elected and shall qualify. The nominees identified below will be       
proposed by the Board for the 12 directorships. Shares represented by proxies   
which are returned properly signed will be voted for the nominees unless the    
shareholder indicates on the proxy that authority to vote the shares is withheld
for one or more or for all of the nominees listed. Directors are elected by a   
plurality of the votes cast. Any shares not voted, whether by withholding or    
broker non-vote, have no effect on the election of directors except to the      
extent the failure to vote for an individual results in another individual      
receiving a larger number of votes. Should a nominee become unable to serve as a
director, the proxy will be voted for the election of a substitute nominee who  
shall be designated by the Board or, if no substitute nominee is named, the     
number of directorships will be reduced accordingly.                            

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Following is information on the principal occupation of each director   
nominee, positions and offices with the Corporation, and membership on other    
boards of directors.                                                            

RAYMOND B. CAREY, JR., 69                           
A DIRECTOR SINCE 1987                               

              Formerly Chairman of the Board (1973 to 1989),
[PHOTO]                 Chief Executive Officer (1972 to 1988) and President    
            (1971 to 1986) of ADT Security Systems, Inc.
                    (electronic protection systems). He is a director of
        C. R. Bard, Inc. and The Kroger Company.

ERNEST H. DREW, 58                                  
A DIRECTOR SINCE 1989                               

               Member of Board of Management (1995 to present)
                      of Hoechst A.G.(chemicals, pharmaceuticals, fibers and
                    plastics). Dr. Drew was Chairman (May 1994 to 1995),
[PHOTO]                 Chief Executive Officer (1988 to 1995), and President   
                   (1987 to May 1994) of Hoechst Celanese Corporation.
                   He is a director of Public Service Enterprise Group
Incorporated.                   

T. KEVIN DUNNIGAN, 58                               
A DIRECTOR SINCE 1975                               

                 Chairman of the Board (1992 to present) and Chief
                       Executive Officer (1985 to present) of the Corporation.
[PHOTO]                 Mr. Dunnigan was President of the Corporation           
                     (1980 to 1994). He is a director of C. R. Bard, Inc.,
                     Elsag Bailey Process Automation N.V., and Lukens Inc.

JEANANNE K. HAUSWALD, 51                            
A DIRECTOR SINCE 1993                               

                  Vice President and Treasurer (1993 to present) and
                      formerly Vice President-Human Resources (1990 to 1993)
[PHOTO]                 and Treasurer (1987 to 1990) of The Seagram Company     
                  Ltd. (beverages and entertainment/communications).

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THOMAS W. JONES, 46                                 
A DIRECTOR SINCE 1992                               

                    Vice Chairman (1995 to present), President and Chief
                Operating Officer (1993 to present) and formerly
[PHOTO]                 Executive Vice President and Chief Financial Officer    
                (1989 to 1993) of Teachers Insurance and Annuity
                       Association-- College Retirement Equities Fund (pension
               system for employees of colleges, universities,
                    independent schools, and related organizations). Mr.
                      Jones is a director and Deputy Chairman of the Federal
                 Reserve Bank of New York and a trustee of Eastern
Enterprises.                    

ROBERT A. KENKEL, 61                                
A DIRECTOR SINCE 1994                               

                     Business consultant (1990 to present). Mr. Kenkel was
                        Chairman of the Board, Chief Executive Officer and Chief
                   Operating Officer (1988 to 1990) of The Pullman Co.
                    (automotive, aerospace and industrial components and
[PHOTO]                 products). He held chief operating officer positions    
                    (1985 to 1990) in various other companies within the
              Forstmann-Little group (electrical, aerospace,
                        automotive, industrial and consumer products), including
             FL Industries, Inc. which was acquired by the
Corporation in 1992.            

KENNETH R. MASTERSON, 52                            
A DIRECTOR SINCE 1995                               

                    Executive Vice President (February 1996 to present),
                        General Counsel (1981 to present) and Secretary (1993 to
                  present) of Federal Express Corporation (worldwide
[PHOTO]                 express delivery services). Mr. Masterson was Senior    
             Vice President of Federal Express Corporation
(1981 to 1996).                 

CLYDE R. MOORE, 42                                  
A DIRECTOR SINCE 1993                               

                        President and Chief Operating Officer of the Corporation
                      (1994 to present).  Mr. Moore was President-Electrical
                     Division (1992 to 1994) of the Corporation; President
[PHOTO]                 and Chief Operating Officer (1990 to 1992) of FL        
                      Industries, Inc. (electrical components) and President
                      of its American Electric Division (1985 to 1992) prior
                      to its acquisition by the Corporation.  He is a member
               of the advisory board of American Manufacturing
Corporation.                    

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J. DAVID PARKINSON, 66                              
A DIRECTOR SINCE 1968                               

                        Formerly Chairman of the Board (1975 to 1992), President
[PHOTO]                 (1974 to 1980), and Chief Executive Officer (1974 to    
1985) of the Corporation.       

JEAN-PAUL RICHARD, 53                               
NOMINEE                                             

                       President and Chief Executive Officer (1993 to present)
            of Insituform Technologies, Inc. (trenchless
                      technologies for the rehabilitation and improvement of
[PHOTO]                 sewer, water, gas, and industrial pipes). Dr. Richard   
                    was President of Massey Ferguson Group Limited (farm
                equipment and machinery), a subsidiary of Varity
                Corporation, and Senior Vice President-Corporate
                      Development (1991 to 1993) of Varity Corporation (farm
                   equipment and machinery, brake systems, wheels, and
                      diesel engines); and Executive Vice President (1990 to
                   1991) of Asea Brown Boveri, Inc. (power generation,
                       transmission and distribution; industrial process, rail
                        transportation, and environmental protection equipment).
                     He is a director of Insituform Technologies, Inc. and
AGCO Corp.                      

IAN M. ROSS, 68                                     
A DIRECTOR SINCE 1980                               

                        President Emeritus (1991 to present) and President (1979
                to 1991) of AT&T Bell Laboratories (research and
[PHOTO]                 development for AT&T Corp.). Dr. Ross is a director of  
                The B.F. Goodrich Co. and NACCO Industries, Inc.

WILLIAM H. WALTRIP, 58                              
A DIRECTOR SINCE 1983                               

                      Chairman and Chief Executive Officer (December 1995 to
                     present) of Bausch & Lomb Incorporated (contact lens,
                     lens-care and eyewear products) and Chairman (1993 to
                      present) of Technology Solutions Company (services and
                      resources to design, develop and implement large-scale
[PHOTO]                 computer systems). Mr. Waltrip was Chief Executive      
                       Officer (1993 to 1995) of Technology Solutions Company;
                    Chairman (1992 to 1993), Chief Executive Officer and
                        President (1991 to 1993) of Biggers Brothers, Inc. (food
                       service distributors); and Vice Chairman (1991 to 1992)
                  of Unifax, Inc., the parent corporation of Biggers
                Brothers, Inc. He is a director of Bausch & Lomb
            Incorporated, Teachers Insurance and Annuity
              Association, and Technology Solutions Company.

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THE BOARD OF DIRECTORS

The Board establishes broad corporate policy and gives guidance to the  
Corporation. In 1995, there were eight meetings of the Board and one action by  
unanimous written consent, and 10 meetings of committees of the Board plus four 
actions by unanimous written consent. All directors attended at least 75% of the
meetings of the Board and committees of which they were members. The total      
combined attendance at these meetings was 94%.                                  

   Nonemployee directors receive a retainer fee of $24,000 per year plus a fee
of $1,500 for each Board meeting and each regularly scheduled committee meeting 
attended. No fees are paid for actions taken by unanimous written consent in    
lieu of a meeting. Each committee chairman receives an additional retainer fee  
of $3,500 per year. Employee directors do not receive any fees for serving as a 
director of the Corporation or as a member or chairman of any committee of the  
Board. Under the Thomas & Betts Corporation Restricted Stock Plan for           
Nonemployee Directors, each person who is elected a director at the annual      
meeting of shareholders receives an award of 100 restricted shares of Common    
Stock. A nonemployee director who is elected to fill a vacancy or a newly       
created directorship in the interim between annual meetings receives an award of
a prorated number of restricted shares of Common Stock effective as of the date 
of election. Shares awarded to a nonemployee director remain restricted until   
such director's termination of service as a director.                           

The Deferred Fee Plan for Nonemployee Directors of Thomas & Betts       
Corporation provides for a director to defer all or a portion of compensation   
earned for services as a director. Any amount so deferred is valued, in         
accordance with the director's election, as if invested in a one-year           
Certificate of Deposit or in a hypothetical investment in Common Stock. A       
deferred fee account is payable only in cash and is distributed, in accordance  
with the director's election, in a lump sum or in installments, upon termination
of service or on January 15 or July 15 of a year specified by the director.     

In accordance with the Thomas & Betts Corporation Retirement Plan for   
Nonemployee Directors, directors (excluding those who are current or former     
employees of the Corporation) who have served on the Board for at least five    
years will receive upon retirement an annual benefit payable over a five-year   
period equal to 50% of the amount of the annual retainer fee in effect at       
retirement. Each additional year of service up to an aggregate of ten years     
increases the amount of the benefit payable by ten percentage points and the    
payment period by one year, to a maximum of 100% of the retainer payable for a  
period of ten years. In the event of a change of control of the Corporation,    
each nonemployee director would be fully vested in the maximum retirement       
benefit.                                                                        

COMMITTEES OF THE BOARD OF DIRECTORS

   There are four standing committees of the Board: Executive Committee, Audit
Committee, Committee on Directors, and Human Resources Committee. Members of    
each committee, who are elected by the full Board, are named below. The         
Corporation follows the practice of periodically rotating the chairmanship of   
the Audit Committee, Committee on Directors, and Human Resources Committee.     

           COMMITTEE
                                  ON                   HUMAN
EXECUTIVE          AUDIT              DIRECTORS             RESOURCES     
---------          -----              ---------             ----------    
J.David Parkinson*   Thomas W. Jones* Raymond B. Carey,Jr.* Ernest H. Drew*     
Raymond B. Carey,Jr. Robert A. Kenkel T.Kevin Dunnigan      Jeananne K. Hauswald
T.Kevin Dunnigan     Ian M. Ross      Kenneth R. Masterson  William H. Waltrip  
William H. Waltrip                    J.David Parkinson                         

* Chairman                                                                      

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EXECUTIVE COMMITTEE                                                             

 The Executive Committee's function is to act for the Board, to the extent
permitted by law, in any situation in which Board action is required and it is  
not practicable to have a meeting of the Board. The Executive Committee took    
action by written consent in lieu of a meeting of the Committee on four         
occasions in 1995.                                                              

AUDIT COMMITTEE                                                                 

This committee is composed solely of nonemployee directors of the       
Corporation. The Audit Committee (1) considers the independent accountants to be
employed and recommends to the Board the firm to be appointed, subject to       
ratification by the Corporation's shareholders; (2) consults with the           
independent accountants with regard to the plan and scope of the annual audit of
the Corporation's financial statements; (3) reviews, in consultation with the   
independent accountants, the Corporation's annual financial statements and      
related notes, the results of the audit, and the management letter and response 
thereto; (4) reviews, in consultation with the independent accountants and the  
internal auditors, the adequacy and scope of the Corporation's internal controls
and procedures; (5) reviews the fees and expenses associated with audit and     
non-audit services provided by the independent accountants; (6) reviews with the
internal auditors the internal audit plan and current audit results; (7) reports
the results of its findings and actions to the Board; and (8) directs and       
supervises investigations, if necessary, into any matter that it deems          
appropriate. There were three meetings of the Audit Committee in 1995.          

COMMITTEE ON DIRECTORS                                                          

    A majority of the members of this committee must be nonemployee directors of
the Corporation. A former employee serving on this committee is considered a    
nonemployee director. The Committee on Directors (1) reviews and makes          
recommendations to the Board regarding the maintenance of a desirable balance of
skill and expertise among Board members; (2) receives suggestions and makes     
recommendations to the Board concerning candidates for the Board and the slate  
of director nominees to be submitted to the annual meeting of shareholders; (3) 
makes recommendations to the Board concerning the compensation of nonemployee   
directors and the retirement policy of the Board; (4) reviews Board procedures  
and practices; (5) recommends membership assignments for committees of the      
Board; and (6) reviews and takes action on requests for management personnel to 
serve on boards of directors of other companies. The Committee on Directors will
consider shareholder suggestions of persons for consideration as candidates for 
nomination as members of the Board. Shareholders should submit the name,        
biographical data, and qualifications of any such suggested candidate to the    
Corporate Secretary. Any such recommendation should be accompanied by the       
written consent of such person to be named as a candidate and, if nominated and 
elected, to serve as a director. If a shareholder wishes to nominate at the     
annual meeting of shareholders a person for election to the Board, the          
Corporation's Bylaws require that the nomination satisfy certain conditions,    
including, generally, that written notice be delivered to the Corporate         
Secretary at the Corporation's principal executive offices not less than 60 nor 
more than 90 days prior to the first anniversary of the preceding year's annual 
meeting of shareholders. A copy of the applicable Bylaw is available from the   
Corporate Secretary upon the request of any shareholder. There were three       
meetings of the Committee on Directors in 1995.                                 

HUMAN RESOURCES COMMITTEE                                                       

This committee is composed solely of nonemployee directors of the       
Corporation. The Human Resources Committee (1) reviews compensation programs,   
employee benefit plans, and personnel policies applicable to officers and other 
members of senior management; (2) reviews management development and succession 
programs; (3) reviews major organization changes and evaluates their impact on  
senior management succession plans and reward systems, and makes recommendations
to the Board when Board action is required; (4) makes recommendations to the    
Board on the compensation of the five most highly compensated executive         
officers; (5) establishes annually the performance criteria                     

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for the Executive Incentive Plan and certifies at the end of each year the      
extent to which the performance targets are met; (6) performs the administrative
functions assigned to the Committee by the provisions of the Executive Incentive
and the 1993 Management Stock Ownership Plans; and (7) reports the results of   
its actions and findings to the Board, and, with respect to the above,          
recommends programs and changes considered desirable. The chairman of this      
committee is responsible for chairing the annual review by the nonemployee      
directors of the performance of the Chief Executive Officer. There were four    
meetings of the Human Resources Committee in 1995.                              

EXECUTIVE COMPENSATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION                                  

The following table shows, for the fiscal years ended January 2, 1994,  
January 1, 1995, and December 31, 1995, the cash compensation paid by the       
Corporation and its subsidiaries as well as certain other compensation paid for 
those years to each of the five most highly compensated executive officers of   
the Corporation and one former executive officer (the "Named Executives") in all
capacities in which they served.                                                

SUMMARY COMPENSATION TABLE

                                                        [Enlarge/Download Table]

                                                                    LONG-TERM COMPENSATION               
                                                                            AWARDS                       
                                                                   ------------------------              
                                      ANNUAL COMPENSATION                        NUMBER OF               
                               ----------------------------------  RESTRICTED   SECURITIES               
                                                     OTHER ANNUAL    STOCK      UNDERLYING    ALL OTHER  
       NAME AND                 SALARY     BONUS     COMPENSATION    AWARDS       OPTIONS    COMPENSATION
  PRINCIPAL POSITION     YEAR    ($)        ($)         ($)(1)       ($)(2)     GRANTED (#)     ($)(3)   
-----------------------  ----  --------   --------   ------------  ----------   -----------  ------------
                                                                                                         
T. Kevin Dunnigan......  1995  $550,000   $444,235     $175,796      $248,316       9,800       $58,647  
  Chairman and Chief     1994   511,665    260,931      230,445       329,940      46,880        49,575  
  Executive Officer      1993   487,300    193,921       98,348       320,153       9,000         4,497  
Clyde R. Moore.........  1995   400,000    323,080      101,658       146,011       5,725        24,687  
  President and Chief    1994   342,000    174,408      233,880       339,402      48,505        20,149  
  Operating Officer      1993   330,000    120,351       34,875       139,500       3,700        12,769  
Ronald P. Babcock (4)..  1995   240,000    135,694       50,505        75,758       2,925        27,429  
  Vice President-        1994   235,000     83,889       58,731       110,551      14,820        24,915  
  Finance and Treasurer  1993   227,175     63,283       47,709        77,841       2,700         4,497  
  (until August 1,                                                                                       
  1995)                                                                                                  
T. Roy Burton (5)......  1995   197,837     83,317       38,526        55,361       2,175        10,888  
  President-             1994   159,795    129,885       41,600        53,620       8,070         7,056  
  Electronics/OEM        1993     --         --          --            --          --              --    
  Division                                                                                               
Uberto Gamaggio (6)....  1995   235,731    134,635       --            93,888       2,175        40,941  
  President-Thomas &     1994   202,798     71,182       --            95,221       4,090        36,392  
  Betts Europe           1993   120,953     15,152       --            --          --            23,821  
Gary R. Stevenson......  1995   205,000     99,347       31,533        72,067       2,400        11,614  
  Vice President-        1994   182,836     55,948       39,288        84,222      10,150         9,516  
  Operations             1993   164,300     34,267       17,089        68,355       1,825         5,994  

------------                                                                    

(1) The amounts reported represent cash payments of Federal and state           
withholding taxes equal to the fair market value on the date of award of
such number of shares of Common Stock that the recipient of a restricted
stock award elected to forgo in favor of tax payments.                  

(2) Fair market value of shares awarded on the date of grant in each year.      
   Dividends are paid to the recipients of restricted stock awards at the same
   time and at the same rate as paid to all shareholders. The number and value
    of the aggregate restricted stock holdings as of December 31, 1995, based on
   the closing market price of the Common Stock on December 29, 1995 of $73.75
are as follows:                                                         

Mr. Dunnigan.....................................   13,539    $998,501          
Mr. Moore........................................    9,729     717,514          
Mr. Babcock......................................    4,000     295,000          
Mr. Burton.......................................    1,690     124,608          
Mr. Gamaggio.....................................    2,933     216,309          
Mr. Stevenson....................................    3,399     250,676          

                                         (Footnotes continued on following page)

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(Footnotes continued from preceding page)                                       

(3) The amounts reported in 1995 for Messrs. Dunnigan, Moore, Babcock, Burton   
and Stevenson include contributions to a 401(k) plan in the amounts of  
 $5,936, $5,803, $6,208, $6,476 and $6,575, respectively; contributions to
a nonqualified savings plan in the amounts of $20,245, $12,505, $677, $0
and $1,920, respectively; and premiums paid by the Corporation in the   
 amounts of $32,466, $6,379, $20,545, $4,412 and $3,120, respectively, for
   group term life insurance and whole life insurance having an aggregate face
value equal to 1 1/2 times each person's annual base salary and average 
    bonus ("Life Insurance"). The amounts reported in 1994 for Messrs. Dunnigan,
   Moore, Babcock, Burton and Stevenson include contributions to a 401(k) plan
  in the amounts of $3,288, $3,231, $3,151, $3,087 and $2,476, respectively;
contributions to a nonqualified savings plan in the amounts of $18,311, 
$10,873, $5,875, $0, and $4,085, respectively; and premiums paid by     
  the Corporation for Life Insurance in amounts of $27,976, $6,046, $15,888,
 $3,969 and $2,955, respectively. The amounts reported in 1993 for Messrs.
Dunnigan and Babcock are contributions to a 401(k) plan, and the amounts
reported for Messrs. Moore and Stevenson for such year are contributions
to a 401(k) plan in the amounts of $4,222 and $2,283, respectively, and 
 contributions to a nonqualified savings plan in the amounts of $8,547 and
$3,711, respectively. The amounts reported in 1995, 1994 and 1993 for   
  Mr. Gamaggio are premiums paid by the Corporation for whole life insurance
    that will provide a monthly pension benefit to him beginning at age 65 which
is in lieu of his participation in the company-sponsored pension plan.  

(4) The amounts reported for 1995 include all compensation paid to Mr. Babcock  
through the date of his retirement as an employee on December 31, 1995. 

(5) The amounts reported for 1994 are for the period beginning February 25, the 
 date that Mr. Burton joined the Corporation. The bonus amount for 1994 is
comprised of an annual incentive payment of $69,885 and a signing bonus 
of $60,000.                                                             

(6) Mr. Gamaggio's compensation is paid in German marks. The compensation       
 amounts have been converted into U.S. dollars based on the average of the
 monthly average exchange rates for the year in which the compensation was
    paid (DM 1.44 in 1995; 1.62 in 1994; 1.65 in 1993). The amounts reported for
   1993 are for the period beginning May 17, the date that Mr. Gamaggio joined
the Corporation.                                                        

STOCK OPTION GRANTS                                                             

The following table contains information concerning the grant of stock  
options under the Corporation's 1993 Management Stock Ownership Plan to the     
Named Executives as of the end of the last fiscal year.                         

OPTION GRANTS IN LAST FISCAL YEAR 

                                                        [Enlarge/Download Table]

                                             INDIVIDUAL GRANTS                                        
                             --------------------------------------------------  POTENTIAL REALIZABLE 
                             NUMBER OF                                             VALUE AT ASSUMED   
                             SECURITIES   PERCENT OF                             ANNUAL RATES OF STOCK
                             UNDERLYING  TOTAL OPTIONS                            PRICE APPRECIATION  
                              OPTIONS     GRANTED TO     EXERCISE                 FOR OPTION TERM(3)  
                              GRANTED    EMPLOYEES IN      PRICE     EXPIRATION  ---------------------
                              (#)(1)      FISCAL YEAR    ($/SH)(2)      DATE        5%         10%    
                             ---------   -------------   ---------   ----------  --------   ----------
                                                                                                      
T. Kevin Dunnigan...........    9,800         5.21%       $ 64.75      02-01-05  $399,065   $1,011,309
Clyde R. Moore..............    5,725         3.04          64.75      02-01-05   233,127      590,790
Ronald P. Babcock...........    2,925         1.55          64.75      02-01-05   119,109      301,845
T. Roy Burton...............    2,175         1.16          64.75      02-01-05    88,568      224,449
Uberto Gamaggio.............    2,175         1.16          64.75      02-01-05    88,568      224,449
Gary R. Stevenson...........    2,400         1.28          64.75      02-01-05    97,730      247,668

------------                                                                    
(1) Options become exercisable in three equal annual installments beginning     
February 1, 1996.                                                       
(2) Based on the average of the high and low sales prices of the Common Stock   
   reported on the New York Stock Exchange Composite Tape ("NYSE Tape") on the
    date of grant. The exercise price may be paid in cash or by tendering shares
 of Common Stock valued at the closing price reported on the NYSE Tape for
the day immediately preceding the date of exercise.                     
(3) The dollar amounts under these columns are the result of calculations at the
   arbitrary rates of 5% and 10% set by the Securities and Exchange Commission
and are not a forecast of the value of the Common Stock.                

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OPTION EXERCISES AND HOLDINGS                                                   

The following table sets forth information with respect to the Named    
Executives concerning the exercise of options during the last fiscal year and   
unexercised options held as of the end of the last fiscal year.                 

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR 
AND FY-END OPTION VALUES

                                                        [Enlarge/Download Table]

                                                           NUMBER OF SECURITIES         VALUE OF UNEXERCISED    
                                   SHARES                 UNDERLYING UNEXERCISED       IN-THE-MONEY OPTIONS AT  
                                  ACQUIRED     VALUE      OPTIONS AT 12-31-95 (#)          12-31-95 ($)(2)      
                                 ON EXERCISE  REALIZED  ---------------------------  ---------------------------
    NAME                             (#)       ($)(1)   EXERCISABLE   UNEXERCISABLE  EXERCISABLE   UNEXERCISABLE
-------------------------------  -----------  --------  -----------   -------------  -----------   -------------
                                                                                                                
T. Kevin Dunnigan..............     11,811    $284,911     49,274         53,306      $ 762,598      $ 436,151  
Clyde R. Moore.................     --           --        21,675         46,255        262,433        459,499  
Ronald P. Babcock..............      4,994     100,992     16,331         11,820        183,632         90,866  
T. Roy Burton..................     --           --           684          9,561          6,620         79,093  
Uberto Gamaggio................     --           --           684          5,581          6,620         48,497  
Gary R. Stevenson..............     --           --         5,075         11,800         49,097         96,863  

------------                                                                    
(1) Market value on the date of exercise of shares covered by options exercised,
less option exercise price.                                             

(2) Market value of in-the-money option shares on December 31, 1995 ($73.75),   
less option exercise price.                                             

PENSION PLAN                                                                    

 Based on compensation that is covered under the Executive Retirement Plan
("ERP") and years of service with the Corporation and its subsidiaries, the     
following table gives the aggregate annual retirement income covered            
participants will receive upon retirement at age 60 or later with the required  
minimum of 20 years of credited service or more under the ERP. The ERP is an    
unfunded, nonqualified retirement plan for designated corporate officers and key
executives that provides supplemental benefits, including amounts that would    
otherwise be denied participants by reason of certain limitations imposed on    
qualified plan benefits by the Internal Revenue Code of 1986, as amended, and   
elective deferrals to a nonqualified savings plan. The benefit payable under the
ERP incorporates amounts payable to a participant from (1) a qualified pension  
plan; (2) the employer-paid portion of his or her Social Security benefit; and  
(3) the employer-paid portion of a participant's 401(k) and nonqualified savings
plan accounts.                                                                  

PENSION PLAN TABLE

HIGHEST                                                                 
5-YEAR                                                                  
AVERAGE                         YEARS OF SERVICE                        
COMPENSATION       -------------------------------------------------          
LEVELS             20           25           30        35 OR MORE       
---------------     --------     --------     --------     ----------           
$ 150,000        $ 75,000     $ 86,250     $ 97,500      $ 108,750        
200,000         100,000      115,000      130,000        145,000      
300,000         150,000      172,500      195,000        217,500      
400,000         200,000      230,000      260,000        290,000      
500,000         250,000      287,500      325,000        362,500      
600,000         300,000      345,000      390,000        435,000      
700,000         350,000      402,500      455,000        507,500      
800,000         400,000      460,000      520,000        580,000      
900,000         450,000      517,500      585,000        652,500      

Covered compensation is comprised of annual base salary and incentive   
compensation paid under the Thomas & Betts Corporation Executive Incentive Plan.
Benefit amounts shown in the above table assume that payments are made on a     
10-year certain and life annuity.                                               

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 The Named Executives (except Mr. Gamaggio who is not a participant in the
ERP) had the equivalent of the following years of credited service under the    
terms of the ERP as of February 9, 1996: Mr. Dunnigan, 34; Mr. Moore, 10; Mr.   
Babcock, 20 (as of his retirement on December 31, 1995); Mr. Burton, 2; and Mr. 
Stevenson, 10.                                                                  

CHANGE-OF-CONTROL EMPLOYMENT AGREEMENTS                                         

  The Corporation has an agreement with each of the Named Executives (except
Mr. Babcock) providing for continuation of employment for a term of three years 
following any change of control of the Corporation. Each agreement provides for 
compensation to be continued during the three-year term at least at the same    
level that existed prior to the time of a change of control, provided the person
continues employment, leaves employment for good reason, or is terminated       
without cause. Events that constitute leaving employment for good reason are:   
the assignment of duties inconsistent with the person's position; the diminution
of the person's position, authority, duties or responsibilities; failure to     
provide compensation and/or benefits specified in the agreement; relocation to  
an office that is 35 miles or more from the location where the person was       
employed immediately prior to the change of control; or failure to require any  
successor to the Corporation to assume and agree to perform the agreement. A    
person's employment may be terminated for cause, which is an act or acts of     
dishonesty intended to result in substantial personal enrichment, willful       
violations of the person's duty to perform responsibilities under the agreement,
or conviction of a felony. Each agreement also provides for immediate vesting of
stock options and restricted stock awards if the person's employment is         
terminated following a change of control. Any amount payable under the agreement
will be reduced by the amount of any compensation earned by the person from     
other employment during the term of the agreement.                              

  Generally, a "change of control" shall be deemed to have occurred if (i)
any person, including a "group" within the meaning of Section 13(d)(3) of the   
Securities Exchange Act of 1934, becomes the beneficial owner of 25% or more    
of the outstanding voting securities of the Corporation or (ii) a majority of   
the Board shall cease for any reason to be members of the "Incumbent Board."    
The Incumbent Board shall mean a director who was a director of the Corporation 
as of the date of each employment agreement as well as any person whose election
or nomination after such date was approved by a least 75% of the vote of the    
then Incumbent Board.                                                           

INDEBTEDNESS OF MANAGEMENT                                                      

Mr. Gamaggio, who is named in the preceding tables, has received bridge 
loans totaling DM 170,000 from the Corporation that assisted him in the purchase
of a principal residence upon relocation. The loans, which are to be repaid by  
April 30, 1996, bear interest at an annual rate of 6%, are evidenced by         
promissory notes, and are secured by assignment to the Corporation of DM 200,000
from the proceeds of the sale of another residence owned by Mr. Gamaggio. The   
largest aggregate amount of indebtedness outstanding during the last fiscal year
was DM 170,000 ($118,056 at DM 1.44, the average of the monthly average exchange
rates for 1995) and as of March 8, 1996, it was DM 160,000 ($108,108 at DM 1.48,
the average of the high and low exchange rates on March 8, 1996).               

THE HUMAN RESOURCES COMMITTEE 
REPORT ON EXECUTIVE COMPENSATION

1. Executive Compensation Philosophy                                            

The executive compensation program is designed to align shareholder and 
management interests, to balance annual performance targets with actions needed 
for the long-term success of the Corporation, and to attract, motivate, and     
retain key executives.                                                          

       (a) Pay Positioning: Thomas & Betts positions total direct compensation
(i.e., base salary, annual incentive, and long-term incentive gain      
   opportunity) at the median of general industry companies, a high percentage
  of which are represented in the S&P 400. This is a much broader group than
    the electrical/electronics companies that make up the line-of-business index
shown in the performance graph that follows this report. Since          
electrical/electronics compensation levels are generally consistent with
general industry levels (where pay and performance data is more easily  
accessible), the Committee believes that general industry companies     
represent an appropriate                                                

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comparative framework. The annual and long-term incentive components of 
compensation are sufficiently variable so that there should be a strong 
relationship between total return to shareholder performance and actual 
total direct compensation levels over time. In fact, the averages of    
the Chief Executive Officer's actual total direct compensation for the  
    10-, 5-, 3- and 1-year periods beginning 1985 and ending 1994, the last year
   for which comparative compensation information is available, have been well
aligned with the Corporation's common stock performance relative        
to the S&P 400 for those time periods.                                  

(b) Pay Mix: Like total direct compensation, each component is  
positioned at the median of general industry companies.                 

      (i) Base Salary: Base salaries are set by periodic comparison to
    external rates of pay for comparable positions within general industry
    and are targeted at the 50th percentile for such positions. Individual
    salaries are considered for adjustment annually; adjustments are based
    upon general movement in salary levels in general industry, individual
       performance and potential, and/or changes in duties and responsibilities.
   Actual salaries may range from 20% below to 20% above targeted salary
   levels. As a group, the average of the named executive officers' base
salaries in 1995 was slightly below the targeted level.           

    (ii) Annual Incentive: Annual incentives are based upon actual
      performance compared to established corporate and divisional performance
   goals. Annual incentives range between 20% and 40% of base salary for
     median performance and provide a maximum payout of between 60% and 100%
     of base salary for superior performance. Annual bonus opportunities are
targeted to be at the 50th percentile for general industry when   
  performance is at the 50th percentile and at the 75th percentile for
general industry when performance is at that level. For the Chief 
 Executive Officer and other corporate staff executive officers, the
       annual incentive for 1995 is based 50% on return on equity (ROE) relative
       to the S&P 400 and 50% on earnings per share (EPS) growth. ROE attainment
was slightly above mid-point while EPS was at the maximum of the  
    performance range and resulted in a combined payout above mid-point to
these executives. For the two divisional executive officers       
      (President-Electronics/OEM Division and President-Thomas & Betts Europe)
    named in the Summary Compensation Table, the annual incentive payments
     for 1995 are based on corporate ROE (12 1/2% weighting), EPS (12 1/2%),
     and the performance of each officer's division on income (50%) and cash
  flow (25%). As a group, the average of the named executive officers'
incentive payments for fiscal year 1995 was 66.7% of base salary. 

        (iii) Long-Term Incentives: Long-term incentive awards are made in
the form of stock options and restricted stock awards, which are  
    typically granted annually. Combined stock option and restricted stock
      awards are targeted to provide a gain opportunity at the 50th percentile
      for general industry, according to a mix predetermined by the Committee.
      For executive officers, this gain opportunity ranges from 52% to 124% of
base salary. Individual grants may vary based on the Committee's  
 assessment of individual performance and potential. As a group, the
 average of the named executive officers' annual long-term incentive
      awards in 1995 was 71.6% of base salary. In determining stock option and
    restricted stock awards, the Committee does not consider the amount of
      options and restricted stock granted in prior years. Options are granted
      at fair market value on the date of grant, have a term of ten years, and
      vest after one year for awards under the 1990 Stock Option Plan and over
    a three-year period at the rate of one-third per year for awards under
     the 1993 Management Stock Ownership Plan. Restricted stock vests at the
end of three years.                                               

2. Chief Executive Officer Compensation                                         

    Mr. Dunnigan's base salary in 1995, $550,000, was increased by 7.5% over the
prior year. This placed his base salary at the median paid to Chief Executive   
Officers in general industry companies of                                       

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comparable size. The Committee based this increase on the very successful       
implementation of the restructuring plan, comparability with other positions    
within general industry at the 50th percentile and the length of time that Mr.  
Dunnigan has served as the Chief Executive Officer.                             

  Mr. Dunnigan's target annual incentive was 40% of base salary in 1995, and
the maximum incentive was 100% of base salary. The Corporation's 1995 return on 
equity was 14.0%, which was above the mid-point of the performance range, and   
earnings per share was at the maximum of the performance range, which together  
resulted in Mr. Dunnigan receiving an annual incentive of $444,235. Mr. Dunnigan
was granted a stock option for a total of 9,800 shares and a restricted stock   
award for 6,550 shares of which Mr. Dunnigan elected to forgo 2,715 shares in   
favor of cash payments for withholding taxes. As in previous years, the         
Committee targeted the amount of gain opportunity from the stock option and     
restricted stock awards to Mr. Dunnigan to be at the 50th percentile of general 
industry according to a mix predetermined by the Committee.                     

3. Policy Regarding Executive Compensation Deductibility                        

   The Corporation's Executive Incentive Plan was approved by the shareholders
and annual incentive payments under the Plan qualify as performance-based       
compensation.                                                                   

  The Corporation's 1993 Management Stock Ownership Plan was approved by the
shareholders and stock options granted under the Plan prior to the Corporation's
1997 annual shareholders' meeting qualify as performance-based compensation     
under the final regulations adopted by the Internal Revenue Service.            

   No action is being taken with respect to restricted stock awards granted by
the Committee, which do not qualify as performance-based compensation.          
Nevertheless, these awards play an important role in the Corporation's executive
compensation program, and they will be continued. In addition, it is unlikely   
that restricted stock and other nonqualified compensation, as calculated under  
the Code, that is paid to any executive other than the Chief Executive Officer  
will exceed the $1 million per year limit. All compensation reported in the     
Summary Compensation Table above is deductible under the Code.                  

                            Ernest H. Drew, Chairman
                        Jeananne K. Hauswald
                      William H. Waltrip

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PERFORMANCE GRAPH                                                               

The graph set forth below provides comparisons of the yearly percentage 
change in the cumulative total shareholder return on the Common Stock with the  
cumulative total return of Standard & Poor's 500 Stock Index and Standard &     
Poor's Electrical Equipment Index for the five fiscal years ended December 31,  
1995.                                                                           

FIVE-YEAR CUMULATIVE TOTAL RETURN 
AMONG THOMAS & BETTS CORPORATION, S&P 500 STOCK INDEX AND 
S&P ELECTRICAL EQUIPMENT INDEX
(ASSUMES $100 INVESTED ON DECEMBER 31, 1990 
AND REINVESTMENT OF DIVIDENDS)

[GRAPH] 

THOMAS & BETTS    $100.00    $126.64    $149.39   $138.21    $164.17    $186.37 
% CHANGE                                                                      
 YEAR TO YEAR                  26.64%     17.96%   (7.48)%     18.78%     13.52%

S&P ELECTRICAL                                                                  
EQUIPMENT          100.00     132.58     145.18    175.16     177.20     248.67 
% CHANGE                                                                      
 YEAR TO YEAR                  32.58%      9.50%    20.65%      1.17%     40.33%

S&P 500            100.00     130.47     140.41    154.56     156.60     215.45 
% CHANGE                                                                      
 YEAR TO YEAR                  30.47%      7.62%    10.08%      1.32%     37.58%

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2. REINCORPORATION OF THE CORPORATION IN TENNESSEE                              

  On February 7, 1996, the Board approved a plan to change the Corporation's
state of incorporation from New Jersey to Tennessee (the "Reincorporation"). The
Reincorporation will be effected by merging the Corporation into Thomas & Betts 
Tennessee, Inc. ("T&B Tennessee"), pursuant to an Agreement and Plan of Merger  
between the Corporation and T&B Tennessee, a copy of which is set forth as      
Exhibit A to this Proxy Statement (the "Agreement and Plan of Merger"). T&B     
Tennessee is a Tennessee corporation that was recently organized as a wholly    
owned subsidiary of the Corporation for the sole purpose of effecting the       
Reincorporation.                                                                

REASONS FOR THE REINCORPORATION 

    The principal reason for the Reincorporation is to conform the Corporation's
legal residence to its principal place of business. The Corporation was         
incorporated under New Jersey law at a time when the Corporation's business was 
closely linked to the State of New Jersey. From 1917 to 1993, the Corporation   
had its principal place of business in New Jersey. In addition, until the early 
1990's, a substantial portion of its manufacturing and warehousing operations   
was conducted in that state. The Corporation relocated its headquarters to      
Tennessee in December 1993, and most of its operations are now outside of New   
Jersey. Therefore, the Corporation's historical ties to New Jersey no longer    
appear to be decisive in determining the best jurisdiction to fulfill the       
business needs of the Corporation. In addition, the Board believes that having  
the Corporation's legal residence in Tennessee may have certain advantages. For 
example, it could enable the Corporation to have a more significant voice in the
legislative process with respect to corporate and other Tennessee laws directly 
affecting it. This opportunity can be important, as corporations are            
substantially affected by changes in the legal and financial environment in     
which they operate and by the variety of legislative and other governmental     
actions that may be taken in response to such changes. In addition, a           
corporation's state of incorporation is likely to be a litigation forum from    
time to time, and litigation at a distance from the Corporation's principal     
offices can result in significant inconvenience and added expense to the        
Corporation.                                                                    

The Board believes that the Tennessee Business Corporation Act (the     
"Tennessee Act") will meet the Corporation's business needs. The Tennessee Act  
is a comprehensive and modern body of laws based on the Revised Model Business  
Corporation Act and provides flexibility in the management of a corporation and 
in the conduct of business that is characteristic of the New Jersey Business    
Corporation Act (the "New Jersey Act"). See "Certain Differences in New Jersey  
and Tennessee Corporate Laws" below.                                            

  Based upon the foregoing, the Board has determined that it would be in the
best interest of the Corporation and its shareholders to reincorporate in       
Tennessee through a merger with its wholly owned subsidiary T&B Tennessee.      

THE MERGER

The Reincorporation will be effected by merging the Corporation into T&B
Tennessee (the "Merger"). T&B Tennessee will be the surviving corporation of the
Merger (as such, it is sometimes referred to as the "Surviving Corporation").   
The terms and conditions of the Merger are set forth in the Agreement and Plan  
of Merger, and the summary of the terms and conditions of the Merger set forth  
below is qualified by reference to the full text of the Agreement and Plan of   
Merger.                                                                         

    Upon consummation of the Merger, T&B Tennessee will continue to exist in its
present form, except that it will change its name to Thomas & Betts Corporation,
and the Corporation will cease to exist as a separate New Jersey corporation.   
The Reincorporation will change the legal domicile but will not result in a     
change in the name, location (including the address and telephone number of the 
Corporation's principal office), business, management, financial statements,    
assets, liabilities or net worth of the Corporation. All of the assets,         
liabilities and other properties of the Corporation will, by                    

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virtue of the Merger, become the assets, liabilities and other properties of the
Surviving Corporation to the fullest extent provided by law. At present, T&B    
Tennessee has only nominal assets.                                              

 Following the Merger, the Board of Directors of the Surviving Corporation
will be comprised of the persons elected to the Board at the Annual Meeting, and
the persons who are currently serving as officers of the Corporation will       
continue to serve in the same capacities for the Surviving Corporation.         

    After the Merger, the rights of shareholders and the Corporation's corporate
affairs will be governed by the Tennessee Act and the Charter and Bylaws of T&B 
Tennessee (the "Tennessee Charter" and "Tennessee Bylaws," respectively),       
instead of the New Jersey Act and the Corporation's Restated Certificate of     
Incorporation, as amended (the "New Jersey Charter"), and Bylaws of the         
Corporation. The material differences between the New Jersey Act and the        
Tennessee Act are discussed below under "Certain Differences in New Jersey and  
Tennessee Corporate Laws." The rights shareholders will have under the Tennessee
Charter and the Tennessee Act and the rights of shareholders under the          
Corporation's New Jersey Charter and the New Jersey Act are similar in material 
respects, except as discussed below under "Certain Differences in New Jersey and
Tennessee Corporate Laws." The Tennessee Bylaws and the Bylaws of the           
Corporation contain differences attributable to the differences between the     
Tennessee Act and the New Jersey Act. The Corporation does not believe that such
differences are material to the shareholders, except as noted below in "Certain 
Differences in New Jersey and Tennessee Corporate Laws." A copy of the Tennessee
Charter is set forth as Exhibit B to this Proxy Statement. The New Jersey       
Charter and Bylaws of the Corporation and the Tennessee Bylaws are available for
inspection by shareholders of the Corporation at the Corporation's principal    
offices located at 1555 Lynnfield Road, Memphis, Tennessee 38119, and copies may
be obtained from the Corporation, without charge, by contacting Janice H. Way,  
Corporate Secretary, at that address.                                           

   At the effective time of the Merger, each outstanding share of Common Stock
will be automatically converted into one share of the Common Stock, no par      
value, of the Surviving Corporation (the "Tennessee Common Stock"). Each        
outstanding certificate representing shares of Common Stock will continue to    
represent the same number of shares of Tennessee Common Stock, and such         
certificates will be deemed for all corporate purposes to evidence ownership of 
shares of Tennessee Common Stock. IT WILL NOT BE NECESSARY FOR SHAREHOLDERS TO  
EXCHANGE THEIR EXISTING STOCK CERTIFICATES FOR STOCK CERTIFICATES OF THE        
SURVIVING CORPORATION. The Tennessee Common Stock will be listed on the New York
Stock Exchange ("NYSE") and traded under the symbol "TNB," without interruption,
and the delivery of existing stock certificates of the Corporation will         
constitute "good delivery" of shares of the Surviving Corporation in stock      
transactions effected after the Merger.                                         

   Following the Merger, the Corporation's long-term compensation plans, under
which restricted stock awards and stock options may be granted to directors,    
officers and key employees, will be continued by the Surviving Corporation, and 
each stock option and restricted stock award outstanding at the time of the     
Merger will automatically be converted into an option to purchase, or an award  
of, the same number of shares of Tennessee Common Stock at the same exercise    
price and upon the same terms and conditions as set forth in the option or      
award. All other employee benefit arrangements of the Corporation will also be  
continued by the Surviving Corporation upon the same terms and conditions.      

  Consummation of the Merger is subject to the approval of the shareholders.
Aside from filings required under corporate statutes and the listing of the     
Tennessee Common Stock with the NYSE (for which an application has been filed), 
no Federal or state regulatory approvals are required in connection with the    
Merger. The Merger is expected to become effective as soon as practicable after 
shareholder approval is obtained. Prior to its effectiveness, however, the      
Merger may be abandoned by the Board if, for any reason, the Board determines   
that consummation of the Merger is no longer advisable.                         

   Dissenters' rights are not available to the shareholders of the Corporation
with respect to the proposed Merger. See "Certain Differences in New Jersey and 
Tennessee Corporate Laws--Dissenters' Rights" below.                            

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FEDERAL INCOME TAX CONSEQUENCES OF THE REINCORPORATION

The discussion below provides general information about certain expected
Federal income tax consequences of the Reincorporation. The following summary   
does not discuss certain tax considerations which vary depending on the         
particular circumstances of particular shareholders and does not discuss state, 
local or foreign tax laws. Each shareholder of the Corporation should consult   
his or her own tax advisor as to the specific tax consequences of the           
Reincorporation for such shareholder, including the applicable and possible     
effect of foreign, state and local tax laws.                                    

The Reincorporation will qualify as a tax-free corporate reorganization 
under Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended (the
"Code"). No gain or loss will be recognized by shareholders of the Corporation  
on the exchange of shares of the Corporation for shares of the Surviving        
Corporation as a result of the Reincorporation and no gain or loss will be      
recognized by the Corporation or the Surviving Corporation. Each shareholder    
will have a tax basis in the shares of Tennessee Common Stock equal to the tax  
basis in the shares of Common Stock held prior to the Reincorporation.          

In conjunction with the Reincorporation, various outstanding rights and 
options to acquire Common Stock will be converted into comparable rights and    
options to acquire Tennessee Common Stock. This conversion of the rights and    
options will not be taxable.                                                    

    Assuming the shares of Common Stock constituted a capital asset in the hands
of the shareholder, the holding period of the shares of Tennessee Common Stock  
deemed to have been received in the Reincorporation will include the period     
during which the corresponding shares of the Corporation were held.             

   THE DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY. IT
DOES NOT ADDRESS THE STATE, LOCAL OR FOREIGN TAX ASPECTS OF THE REINCORPORATION.
THE ABOVE DISCUSSION IS BASED ON CURRENTLY EXISTING PROVISIONS OF THE CODE,     
EXISTING TREASURY REGULATIONS THEREUNDER AND CURRENT ADMINISTRATIVE RULINGS AND 
COURT DECISIONS. THE FOREGOING IS NOT BINDING UPON THE INTERNAL REVENUE SERVICE,
AND NO RULINGS OF THE INTERNAL REVENUE SERVICE WILL BE SOUGHT OR OBTAINED. THERE
IS NO ASSURANCE THAT THE INTERNAL REVENUE SERVICE WILL AGREE WITH THE FOREGOING 
DISCUSSION. THE FOREGOING IS SUBJECT TO CHANGE AND ANY SUCH CHANGE COULD AFFECT 
THE CONTINUING VALIDITY OF SUCH DISCUSSION. EACH SHAREHOLDER OF THE CORPORATION 
SHOULD CONSULT HIS OR HER OWN TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX      
CONSEQUENCES OF THE REINCORPORATION TO HIM OR HER, INCLUDING THE APPLICATION AND
EFFECT OF STATE, LOCAL AND FOREIGN TAX LAWS.                                    

CERTAIN DIFFERENCES IN NEW JERSEY AND TENNESSEE CORPORATE LAWS

Modern corporation laws have evolved to the point where the laws of many
states contain substantially similar provisions regarding major features of     
corporate existence. There are, however, certain differences between the New    
Jersey Act and the Tennessee Act. Although it is impracticable to note all of   
the differences between the corporation laws of New Jersey and Tennessee, the   
following summarizes material differences between the rights a shareholder has  
under the Corporation's New Jersey Charter and Bylaws and the New Jersey Act,   
and the rights a shareholder will have, if the Reincorporation is approved by   
shareholders and completed, under the Tennessee Charter and Bylaws and the      
Tennessee Act.                                                                  

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CAPITAL STOCK                                                                   

 The Tennessee Charter, like the New Jersey Charter, authorizes a total of
80,500,000 shares. The Surviving Corporation will be authorized to issue        
80,000,000 shares of Tennessee Common Stock and 500,000 shares of Preferred     
Stock, no par value. No shares of Preferred Stock of the Corporation currently  
are, and, upon consummation of the Reincorporation, no shares of the Preferred  
Stock of the Surviving Corporation will be, outstanding.                        

Unlike the Common Stock, which has a par value of $.50 per share, the   
Tennessee Common Stock does not have any par value. Both the New Jersey and the 
Tennessee Acts permit the elimination of par value, and under the Tennessee Act 
the mere recitation of a par value does not create a requirement for a minimum  
consideration for the issuance of any such shares or create any other right.    
Inasmuch as the par value of a share of stock no longer has any significance and
does not in any way affect the market value of a share of stock or its value in 
the event of the dissolution of a corporation, the Corporation decided there was
no reason for the Tennessee Common Stock to have a par value.                   

Under the Tennessee Act, shares repurchased by a corporation are        
returned to the status of authorized but unissued shares and cannot be held in  
treasury. Accordingly, the shares of Common Stock currently held in treasury by 
the Corporation will be cancelled upon consummation of the Reincorporation.     
As a result of the elimination of par value and treasury shares, the amounts    
reported in the shareholders' equity section of the balance sheet of the        
Corporation under the captions "additional paid-in capital" and "cost of        
treasury stock" will be consolidated with the amount for "common stock" in the  
balance sheet of the Surviving Corporation, and there will be no change in total
shareholders' equity as a result of the Reincorporation.                        

 The New Jersey Charter fixes the dividend preference of the Corporation's
Preferred Stock over the Common Stock by providing that, during any dividend    
period, dividends on outstanding shares of the Corporation's Preferred Stock    
must be declared and paid, or set aside for payment, before dividends may be    
declared and paid, or set aside for payment, on shares of Common Stock. In      
contrast, under the Tennessee Charter, the Board of Directors of the Surviving  
Corporation will be authorized to determine, in whole or in part, the           
preferences, limitations and relative rights of the Preferred Stock as a class. 
Accordingly, the Board of Directors of the Surviving Corporation will have the  
authority to determine, among other things, the dividend and liquidation        
preferences, if any, of the shares of Preferred Stock of the Surviving          
Corporation before the issuance of those shares. As permitted in the New Jersey 
and the Tennessee Acts, the Tennessee Charter, like the New Jersey Charter,     
continues to vest in the Board of Directors the authority to issue shares of    
Preferred Stock in series, and to fix the designations, relative rights,        
preferences and limitations of each series before issuance of shares of that    
series.                                                                         

The New Jersey Act provides that shareholders of corporations organized 
prior to January 1, 1969 (as was the Corporation) shall have preemptive rights  
unless a bylaw adopted by the shareholders prior to that date or the certificate
of incorporation provides otherwise. The New Jersey Charter provides that       
shareholders shall not have preemptive rights. A similar provision has not been 
included in the Tennessee Charter because, under the Tennessee Act, shareholders
of a Tennessee corporation do not have preemptive rights unless the charter     
provides otherwise.                                                             

DIRECTOR AND OFFICER LIABILITY                                                  

  As permitted by the New Jersey Act, the New Jersey Charter provides that a
director or officer shall not be personally liable to the Corporation or its    
shareholders for damages for breach of any duty owed by that person, except for 
any breach of duty based upon an act or omission (i) in breach of such person's 
duty of loyalty to the Corporation or its shareholders, (ii) not in good faith  
or in knowing violation of the law, or (iii) resulting in receipt by such person
of an improper benefit. To conform to Tennessee law, the limitation of personal 
liability provision, included in Article VIII of the Tennessee Charter, applies 
to actions taken by directors only and does not permit a director's liability   
for unlawful distributions under the Tennessee Act to be eliminated. Under the  
Tennessee Charter, a director will not be personally liable to the Surviving    
Corporation or its shareholders for monetary damages for a breach of fiduciary  
duty as a director, except that the liability of a director will not be         
eliminated or limited for (i) any breach of the director's duty of loyalty to   
the Surviving Corporation or its shareholders, (ii) acts or omissions not in    
good faith or which involve intentional misconduct or a knowing violation of    
law, or (iii) unlawful distributions under the Tennessee Act.                   

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INDEMNIFICATION                                                                 

Under both the Tennessee Act and the New Jersey Act, a corporation may  
generally indemnify its officers, directors, employees and agents against       
expenses (including attorneys' fees), and amounts paid or incurred in           
satisfaction of judgments, fines and settlements of any proceedings (other than 
derivative actions), if they act in good faith and in a manner they reasonably  
believe to be in or not opposed to the best interests of the corporation and,   
with respect to any criminal action or proceeding, have no reasonable cause to  
believe their conduct was unlawful. The New Jersey Act contains a similar       
standard with respect to derivative actions, except that indemnification may be 
made only for (i) expenses (including attorneys' fees) and (ii) in the event the
person seeking indemnification has been adjudicated liable, amounts deemed fair 
and reasonable by the appropriate court upon application thereto. While the     
Tennessee Act's indemnification provisions are not exclusive, the Tennessee Act 
forbids a corporation to indemnify a director in connection with (i) a          
derivative action in which the director is adjudged liable to the corporation   
and (ii) any other proceeding charging improper personal benefit to the         
director, whether or not involving action in the director's official capacity,  
in which the director was adjudged liable on the basis that a personal benefit  
was improperly received by the director.                                        

  The New Jersey Act provides that, to the extent that its present or former
directors, officers, employees and agents have been successful in defense of any
proceeding, they must be indemnified by the corporation against reasonable      
expenses. The Tennessee Act provides that, unless limited by its charter, a     
corporation must indemnify officers and directors (but not agents or employees) 
that are wholly successful, on the merits or otherwise, against reasonable      
expenses incurred in the defense of any proceeding to which they are a party    
because they are or were officers or directors. The Tennessee Charter does not  
limit this mandatory indemnification provision. The Tennessee Bylaws, like the  
Bylaws of the Corporation, require the indemnification of directors and officers
to the fullest extent permitted by law, unless the proceeding was instituted by 
the director or officer without authorization of the Board of Directors.        

DERIVATIVE ACTIONS AND LIMITATIONS                                              

    Under both the Tennessee Act and the New Jersey Act, a derivative action may
be brought only by a person who is a shareholder, directly or through a voting  
trust, of the corporation at the time of the challenged transaction or by a     
person who acquired the shares by operation of law from a person who was a      
shareholder at such time. The Tennessee Act also provides that a complaint in a 
derivative proceeding must be verified and must allege with particularity the   
demand, if any, that was made to obtain action by the board of directors and    
either that the demand was refused or ignored, or the reason why no demand was  
made. Under the Tennessee Act, the court may stay a derivative proceeding, if   
the corporation commences an investigation of the charges made, until the       
investigation is completed, and a derivative proceeding may be settled or       
discontinued only with court approval. Both the Tennessee Act and the New Jersey
Act provide that if an action was brought without reasonable cause the court may
require the plaintiff to pay the defendants' reasonable expenses. Under the New 
Jersey Act, prior to entry of final judgment, the corporation in whose right the
derivative action is brought may require the plaintiff to give security for     
reasonable expenses which the corporation may incur or for which it may be      
legally liable, unless the plaintiff, directly or through a voting trust, owns  
at least 5% of a class or a series of shares or owns shares having a market     
value of more than $25,000.                                                     

The Tennessee Act generally requires that actions alleging breach of    
fiduciary duties by directors or officers must be brought within one year from  
the date of the breach, or, if not discovered, within one year from the date the
breach was discovered or reasonably should have been discovered. In addition,   
unless there was fraudulent concealment by the defendant, such an action may not
be brought more than three years after the date the breach occurred.            

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SHAREHOLDER MEETINGS AND ACTION                                                 

    Under the New Jersey Act, a special meeting of shareholders may be called by
the corporation's president, board of directors or any other officers, directors
or shareholders authorized to do so in the bylaws. Under the Tennessee Act, a   
corporation is required to hold a special meeting of shareholders if called by  
its board of directors or the person(s) authorized to do so by the charter or   
bylaws, or, unless the charter provides otherwise, upon written demand by the   
holders of at least 10% of all the votes entitled to be cast on any issue to be 
considered at a meeting.                                                        

   Under the Corporation's Bylaws, unless otherwise required by law, a special
shareholders' meeting may be called only by the Chairman of the Board, the      
President, or the Board pursuant to a resolution adopted by a majority of the   
total number of directors which the Corporation would have at the time of the   
adoption of such resolution if there were no vacancies, and by no other person  
or persons. To continue this procedure following the Reincorporation, Article IX
of the Tennessee Charter limits the right to call special shareholders' meetings
to the Chairman of the Board of Directors, the President, or the Board of       
Directors by a majority vote of the full Board of Directors assuming no         
vacancies.                                                                      

   Under New Jersey law, for good cause shown, a court may order a corporation
to hold a special shareholders' meeting upon application of holders of at least 
10% of all the shares entitled to vote at a meeting. In contrast, under the     
Tennessee Act, such an application to the court can be made only by shareholders
who have made a valid demand for a special meeting, but the meeting has not been
held or a notice of meeting issued. Under the Tennessee Charter, shareholders of
the Surviving Corporation will have no right to demand a special meeting.       

SHAREHOLDER VOTES ON MERGERS AND OTHER FUNDAMENTAL TRANSACTIONS                 

  Under New Jersey law, the affirmative vote of two-thirds of the votes cast
by the holders of shares entitled to vote is generally required to approve      
various fundamental transactions involving corporations organized prior to      
January 1, 1969, including (i) merger transactions for which shareholder        
approval is required, consolidations and share exchanges, and dispositions of   
all or substantially all of the corporation's assets other than in the regular  
course of business, (ii) amendments to the corporation's certificate of         
incorporation (other than those which the board of directors is entitled to     
make), or (iii) voluntary dissolutions.                                         

    Under the Tennessee Act, mergers, share exchanges and dispositions of all or
substantially all of the corporation's assets other than in the regular course  
of business must be approved by the affirmative vote of a majority of the       
outstanding shares of each voting group. Amendments to a Tennessee charter may  
be adopted by shareholders by a plurality vote at a meeting at which a quorum is
present unless the amendment would create dissenters' rights, in which case a   
majority of the votes entitled to be cast by the voting group that would be     
entitled to dissenters' rights is required. The Tennessee Charter does not      
increase these voting requirements as would be permitted by the Tennessee Act.  

DISTRIBUTIONS                                                                   

    Under the Tennessee Act, the Surviving Corporation may make distributions to
shareholders as long as, after the distribution (i) it will be able to pay its  
debts as they become due in the usual course of business and (ii) its total     
assets will not be less than the sum of its total liabilities plus (unless its  
charter provides otherwise, which the Tennessee Charter does not) the amount    
that would be needed if it were to be dissolved at the time of distribution to  
satisfy the preferential rights upon dissolution of shareholders whose          
preferential rights are superior to those receiving the distribution. Under New 
Jersey law, the Corporation may make distributions so long as, after the        
distribution, it will be able to pay its debts as they become due in the usual  
course of business and its total assets will not be less than its total         
liabilities.                                                                    

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BYLAWS                                                                          

 The bylaws of Tennessee corporations can be adopted and amended by either
the board of directors or the shareholders, except to the extent such power is  
reserved to the shareholders in the charter or under the Tennessee Act, or by   
the shareholders with respect to a particular bylaw at the time that bylaw is   
being amended or repealed by the shareholders. The initial bylaws of a New      
Jersey corporation are adopted by the board of directors; thereafter the board  
may make, alter and repeal bylaws, subject to the right of the shareholders to  
make, alter or repeal any bylaw. Like the New Jersey Charter, the Tennessee     
Charter provides that the Board of Directors may make, and from time to time,   
alter, amend or repeal Bylaws, subject to the right of shareholders to alter,   
amend or repeal any Bylaw at any annual meeting or at any special meeting,      
provided notice of such proposed alteration, amendment or repeal is included in 
the notice of meeting.                                                          

DIRECTORS                                                                       

   Under New Jersey law, a director of the Corporation may be removed, with or
without cause, by the affirmative vote of the holders of the majority of the    
votes entitled to vote for the election of directors. Under Tennessee law,      
unless the charter provides otherwise, directors can be removed by shareholders 
with or without cause by a plurality of the votes cast. In order to continue    
comparable procedures for the removal of directors, a provision has been        
included in the Tennessee Charter which increases the minimum vote required to  
remove a director to 50% of the total number of votes entitled to be cast at an 
annual meeting or a special meeting called for that purpose. Tennessee law      
permits a corporation to include in its charter a provision under which         
directors can be removed by shareholders for cause only, or under which         
directors can be removed for cause by a majority vote of the entire board of    
directors. The Tennessee Charter provides that a director may be removed by the 
shareholders with or without cause, and may be removed by a majority vote of    
the entire Board of Directors for cause only. The New Jersey Charter does not   
authorize the Board to remove a director for cause.                             

Under the New Jersey Act and the Corporation's Bylaws, vacancies in the 
board of directors may be filled by the affirmative vote of a majority of the   
remaining directors. The New Jersey Act further provides that any directorship  
not filled by the board may be filled by the shareholders at an annual meeting  
or at a special meeting of shareholders called for that purpose. Under the      
Tennessee Act, vacancies on the board of directors may be filled by the board of
directors or shareholders unless otherwise provided in the charter. In order to 
continue comparable procedures for the filling of vacancies, an Article has been
included in the Tennessee Charter which gives the Board of Directors the right  
to fill vacancies in the first instance, and gives shareholders the right to    
fill vacancies only when the Board of Directors has not done so.                

CORPORATE CONTROL MEASURES                                                      

Business Combinations                                                       

  Companies incorporated under the New Jersey Act can invoke the benefits of
the New Jersey Shareholders' Protection Act (which has been characterized as an 
"anti-takeover statute"). This act prohibits certain types of transactions      
involving a New Jersey corporation that has its principal executive offices or  
significant business operations located in New Jersey and certain present or    
past beneficial owners of 10% or more of such corporation's voting stock        
("Interested Stockholders") for a period of five years following the date upon  
which the Interested Stockholder first became such, unless prior to that date   
the transaction was approved by the board of directors of the corporation. This 
act also regulates transactions permitted after such five-year period.          

In addition to the provisions of the New Jersey Shareholders' Protection
Act, the New Jersey Charter, in Article Eighth, also prohibits the Corporation  
from engaging in a transaction, defined to                                      

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include a merger, consolidation, liquidation, or other form of reorganization   
deemed to involve the purchase or transfer of shares of the Corporation (a      
"Transaction") with an interested person, generally defined to include a person 
who beneficially or of record owns or controls at least 3% of the voting power  
of any class of capital stock of the Corporation and who is offering shares for 
repurchase or is a party to a proposed Transaction (an "Interested Person"),    
unless the Transaction (i) is approved by (a) Disinterested Directors (as       
defined in the New Jersey Charter) who constitute a majority of the entire Board
or (b) at least two-thirds of the votes cast by Disinterested Shareholders (as  
defined in the New Jersey Charter) or (ii) meets certain fair price criteria.   
Under the New Jersey Charter, the affirmative vote of two-thirds of the votes   
cast by shareholders entitled to vote thereon (excluding any Interested Person) 
is necessary to amend this Article.                                             

The Tennessee Business Combination Act generally prohibits a "resident  
domestic corporation" (defined below) from engaging in any "business            
combination" (defined to include mergers, consolidations, sales of certain      
assets, dissolutions, liquidations and other transactions) with any "interested 
shareholder" (generally defined as any person that, individually or with or     
through any of its affiliates or associates, beneficially owns 10% or more of   
the outstanding voting securities of the corporation) for a period of five years
after the date the person becomes an interested shareholder unless (i) prior to 
such date, the board of directors approved either the business combination or   
the transaction which resulted in the shareholder becoming an interested        
shareholder, (ii) the corporation's original charter or original bylaws provides
that the corporation shall not be governed by the statute, or (iii) the holders 
of a majority of shares held continuously for at least one year approve an      
amendment to the corporation's charter or bylaws expressly electing not to be   
governed by the statute and expressly providing that such amendment shall not be
effective until two years after the vote of the holders of such shares.         
Consummation of a business combination that is subject to the five-year         
moratorium is permitted after such period, provided that the transaction (i)    
complies with all applicable charter and bylaw requirements and (ii) either (a) 
is approved by the holders of two-thirds of the voting stock not beneficially   
owned by the interested shareholder or (b) meets certain fair price criteria.   

The Tennessee Business Combination Act defines a "resident domestic     
corporation" as an issuer of voting stock which is organized under the laws of  
Tennessee and meets two or more of the following requirements: (i) the          
corporation has, as of the last record date before the event requiring a        
determination to be made, more than either 10,000 or 10% of its shareholders    
resident in Tennessee or more than 10% of its outstanding shares held by        
resident Tennessee shareholders, (ii) the corporation has its principal office  
or place of business in Tennessee, (iii) the corporation has the principal      
office or place of business of a significant subsidiary, representing not less  
than 25% of the corporation's consolidated net sales, located in Tennessee, (iv)
the corporation employs more than 250 individuals in Tennessee or has a combined
annual payroll paid to Tennessee residents in excess of $5,000,000, (v) the     
corporation produces goods and/or services in Tennessee which result in annual  
gross receipts in excess of $10,000,000, or (vi) the corporation has physical   
assets and/or deposits, including those of any subsidiary, located in Tennessee 
which exceed $10,000,000 in value.                                              

Following the Reincorporation, the Surviving Corporation will meet the  
definition of a "resident domestic corporation." The Tennessee Charter does not 
contain a provision electing not to be governed by the Tennessee Business       
Combination Act, and unlike the New Jersey Charter does not impose any          
additional requirements on transactions between the Surviving Corporation and   
its shareholders beyond those imposed by Tennessee law.                         

Control Share Acquisitions                                                  

The Tennessee Control Share Acquisition Act generally provides that any 
person or group of persons that acquires the power to vote more than specified  
levels (one-fifth, one-third or a majority) of the shares of certain domestic   
corporations will not have the right to vote such shares unless granted voting  
rights by the holders of a majority of the votes entitled to be cast, excluding 
"interested shares."                                                            

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Interested shares are those shares held by the acquiring person, officers of the
corporation and employees of the corporation who are also directors of the      
corporation. If approval of voting power for the shares is obtained at one of   
the specified levels, additional shareholder approval is required when a        
shareholder seeks to acquire the power to vote shares at the next level. In the 
absence of such approval, the additional shares acquired by the shareholder may 
not be voted until they are transferred to another person in a transaction other
than a control share acquisition. The Tennessee Control Share Acquisition Act   
applies only to a Tennessee corporation whose charter or bylaws contain an      
express declaration (which the Tennessee Charter and Bylaws do not) that control
share acquisitions in respect of the shares of such corporation are governed by 
and subject to the provisions of such act and the corporation has (i) 100 or    
more shareholders, (ii) its principal place of business, its principal office,  
or substantial assets within Tennessee, and (iii) either (a) more than 10% of   
its shareholders as residents of Tennessee, (b) more than 10% of its shares     
owned by Tennessee residents, or (c) 10,000 or more shareholders resident in    
Tennessee. New Jersey has no comparable statute.                                

Upon the Reincorporation, the Tennessee Control Share Acquisition Act will
not apply to the Surviving Corporation because the Tennessee Charter and        
Bylaws do not contain a declaration that the Act will apply.                    

Investor Protection Laws                                                    

  The New Jersey Corporation Takeover Bid Disclosure Law regulates "takeover
offers" to purchase such number of shares of any class of equity securities of a
"target company" as would result in the offeror owning more than 10% of the     
outstanding shares of such class, or in the aggregate (after giving effect to   
all conversion and purchase rights held by the offeror), more than 10% of the   
stock of the target company which would be outstanding, unless such takeover    
offer is approved by the target company's board of directors. Among other       
things, the Corporation Takeover Bid Disclosure Law requires, at least 20 days  
before a takeover offer is made, filing by the offeror with the New Jersey      
Bureau of Securities in the Division of Consumer Affairs in the Department of   
Law and Public Safety, and delivery of a copy thereof to the target company, of 
a statement setting forth extensive information concerning the offeror, the     
offer, plans for material changes in the business, and other matters. The law   
permits the chief of the Bureau of Securities to permit the takeover bid to go  
forward, or to hold a public hearing respecting the offer, if he or she         
determines such hearing to be necessary or if the target company's board of     
directors so requests. After the hearing, the Bureau chief may prohibit the     
offer from proceeding if he or she finds that (i) the financial condition of the
offeror is such as to jeopardize the financial stability of the target company  
or prejudice the interests of any employees or security holders unaffiliated    
with the offeror; (ii) the terms of the proposal are unfair to the target       
company's security holders; (iii) the offeror's plans respecting material       
changes in the target company's business or corporate structure or management   
are not in the interests of the target company's remaining security holders or  
employees; (iv) the competence, experience and integrity of the person          
contemplated to control the target company after the takeover are such that it  
would not be in the interest of the target company's remaining security holders 
or employees to permit the takeover; or (v) the terms of the takeover bid do not
comply with the provisions of the statute. The Corporation Takeover Bid         
Disclosure Law has been held to be unconstitutional by at least one court, and  
the Corporation is not able to predict whether the constitutionality of the law 
would ultimately be upheld against constitutional challenge.                    

The Tennessee Investor Protection Act provides that, unless a Tennessee 
corporation's board of directors has recommended a takeover offer to            
shareholders, no offeror beneficially owning 5% or more of any class of equity  
securities of the offeree company, any of which was purchased within one year   
prior to the proposed takeover offer, may offer to acquire any class of equity  
security of the offeree company pursuant to a tender offer if after the         
acquisition thereof the offeror would be directly or indirectly a beneficial    
owner of more than 10% of any class of outstanding equity securities of the     
company unless the offeror, before making such purchase, (i) makes a public     
announcement of his or her intention with respect to changing or influencing the
management or control of the offeree company, (ii) makes a full, fair and       
effective disclosure of such intention to the person from whom he or she        

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intends to acquire such securities, and (iii) files with the Tennessee          
Commissioner of Commerce and Insurance (the "Commissioner") and the offeree     
company a statement signifying such intentions and containing such additional   
information as may be prescribed by the Commissioner. Such an offeror must      
provide that any equity securities of an offeree company deposited or tendered  
pursuant to a takeover offer may be withdrawn by an offeree at any time within  
seven days from the date the offer has become effective following filing with   
the Commissioner and the offeree company and public announcement of the terms or
after 60 days from the date the offer has become effective. If the takeover     
offer is for less than all the outstanding equity securities of any class, such 
an offeror also must accept securities pro rata if the number of securities     
tendered is greater than the number the offeror has offered to accept and pay   
for. If such an offeror varies the terms of the takeover offer before its       
expiration date by increasing the consideration offered to offerees, the offeror
must pay the increased consideration for all equity securities accepted.        

    The Tennessee Investor Protection Act does not apply to an offer involving a
vote by holders of equity securities of the offeree company, pursuant to its    
charter, on a merger, consolidation or sale of corporate assets in consideration
of the issuance of securities of another corporation, or on a sale of its       
securities in exchange for cash or securities of another corporation.           

Greenmail                                                                   

The Tennessee Greenmail Act prohibits a Tennessee corporation that has a
class of voting stock registered or traded on a national securities exchange or 
registered with the Securities and Exchange Commission pursuant to Section 12(g)
of the Securities Exchange Act of 1934, as amended (the "1934 Act") from        
purchasing, directly or indirectly, any of its shares at a price above the      
market value of such shares (defined as the average of the highest and lowest   
closing market prices of such shares during the 30 trading days preceding the   
purchase or preceding the commencement or announcement of a tender offer if the 
seller of such shares has commenced a tender offer or announced an intention to 
seek control of the corporation) from any person who holds more than 3% of the  
class of securities to be purchased if such person has held such shares for less
than two years, unless the purchase has been approved by the affirmative vote of
a majority of the outstanding shares of each class of voting stock issued by    
such corporation or the corporation makes an offer, of at least equal value per 
share, to all holders of shares of such class.                                  

While New Jersey has no comparable statute, the New Jersey Charter does 
contain a similar restriction on the repurchase of shares from an Interested    
Person at a price exceeding the average price paid by such Interested Person to 
purchase shares during the preceding two years. The affirmative vote of         
two-thirds of the votes cast by shareholders entitled to vote thereon (excluding
any Interested Person) is necessary to amend this restriction.                  

  Upon consummation of the Reincorporation, the Tennessee Greenmail Act will
apply to the Surviving Corporation. Unlike the New Jersey Charter, there is no  
provision in the Tennessee Charter that imposes any conditions on the repurchase
of shares.                                                                      

Other Constituencies                                                        

    The Tennessee Act provides that no resident domestic corporation (as defined
above) having any class of voting stock registered or traded on a national      
securities exchange or registered with the Securities and Exchange Commission   
pursuant to Section 12(g) of the 1934 Act or any of its officers or directors   
may be held liable at law or in equity for (i) having failed to approve the     
acquisition of shares by an interested shareholder on or before the date such   
shareholder became an interested shareholder, (ii) seeking to enforce or        
implement the provisions of the Tennessee Business Combination Act or the       
Tennessee Control Share Acquisition Act, (iii) failing to adopt or recommend any
charter or bylaw amendment or provision in respect of any one or more of these  
Acts or the Tennessee Greenmail Act, or (iv) opposing any merger, exchange,     
tender offer or significant disposition of the assets of the resident           

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domestic corporation or any subsidiary of such corporation because of a good    
faith belief that such merger, exchange, tender offer or significant disposition
of assets would adversely affect the corporation's employees, customers,        
suppliers, the communities in which the corporation or its subsidiaries operate 
or are located or any other relevant factor if such factors are permitted to be 
considered by the board of directors under the corporation's charter in         
connection with the merger, exchange, tender offer or significant disposition of
assets.                                                                         

Under the New Jersey Act, directors, in discharging their duties and    
determining what is in the best interest of the corporation, have the statutory 
right to consider the effect a transaction will have on the corporation's       
employees, suppliers, creditors, customers and the communities in which the     
corporation operates, as well as the long-term and short-term interests of the  
corporation and shareholders. If, based on these factors, the board of directors
determines that a proposal or offer to acquire the corporation is not in the    
corporation's best interest, it may reject the offer, and will have no          
obligation to facilitate the offer. To continue the discretion afforded         
directors under the New Jersey Act, Article VII of the Tennessee Charter        
contains a provision expressly authorizing directors to consider other          
constituencies in connection with a proposed merger, exchange, tender offer or  
significant asset disposition transaction.                                      

DISSENTERS' RIGHTS                                                              

  Under the Tennessee Act, dissenters' rights are not available with respect
to any shares of a security if, as of the date of the transaction, the security 
is listed on an exchange registered under Section 6 of the 1934 Act or is a     
"national market system security" within the meaning of the 1934 Act. Similarly,
under the New Jersey Act, dissenters' rights are not available to a shareholder 
of a New Jersey corporation whose shares are listed on a national securities    
exchange or where the shares are held by 1,000 or more shareholders on the      
record date fixed to determine the shareholders entitled to vote on such        
transactions.                                                                   

  Since the Common Stock is currently listed and the shares of the Surviving
Corporation will continue to be listed on the NYSE, dissenters' rights are not  
available to shareholders of the Corporation while incorporated in New Jersey   
and will not be available to the Corporation's shareholders in connection with  
the Reincorporation or to shareholders of the Surviving Corporation while       
incorporated in Tennessee.                                                      

SHAREHOLDER INSPECTION OF BOOKS AND RECORDS                                     

The Tennessee Act provides that a shareholder is entitled to inspect and
copy the charter, bylaws, certain board and shareholder resolutions, certain    
minutes and records of meetings and actions of shareholders, certain written    
communications to shareholders, a list of the names and business addresses of   
the corporation's current officers and directors, and the corporation's most    
recent annual report, during regular business hours at the principal office of  
the corporation if the shareholder gives at least five business days' prior     
written notice to the corporation. A Tennessee corporation must also make       
available a voting list setting forth the names, addresses, and numbers of      
shares held by each shareholder entitled to vote at a shareholders' meeting,    
beginning two business days after notice of the meeting was given. In addition, 
a shareholder of a Tennessee corporation is entitled to inspect and copy certain
other books and records of the corporation during regular business hours at a   
reasonable location specified by the corporation if the shareholder gives at    
least five business days' prior written notice to the corporation and (i) the   
shareholder's demand is made in good faith and for a proper purpose, (ii) the   
demand describes with particularity the shareholder's purpose and the records to
be inspected or copied, and (iii) the requested records are directly connected  
with such purpose.                                                              

  Under the New Jersey Act, a voting list setting forth the names, addresses
and numbers of shares held by each shareholder entitled to vote must be         
available for inspection by any shareholder during any                          

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shareholders' meeting. In addition, any person who has been a shareholder of    
record for at least six months immediately preceding a demand by such person, or
any person holding, or so authorized by the holders of, at least 5% of the      
outstanding shares of any class or series, upon at least five days' written     
demand, has the right, for any proper purpose, to examine, in person or by agent
or attorney, during usual business hours, the minutes of the proceedings of the 
corporation's shareholders and record of shareholders, and to make extracts     
therefrom at the place where they are kept. Also, irrespective of the length of 
time during which a shareholder shall have been a record shareholder or of the  
number of shares held, a court is empowered, upon proof of proper purpose, to   
compel production for examination by the shareholder of the books and records of
account, minutes and record of shareholders.                                    

VOTE REQUIRED FOR REINCORPORATION 

Approval of the Reincorporation will constitute specific approval of the
Agreement and Plan of Merger and the Charter of the Surviving Corporation as set
forth in Exhibits A and B, respectively, to this Proxy Statement and will       
require the affirmative vote of two-thirds of the votes cast on this proposal.  
Abstentions and broker non-votes will not be counted as votes cast, either for  
or against this proposal, in accordance with the New Jersey Act and will have no
impact on the vote.                                                             

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL.             

3. RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS                

  The independent public accountants for the Corporation in fiscal year 1995
were KPMG Peat Marwick LLP. The Board, upon the recommendation of the Audit     
Committee, has appointed this firm, subject to ratification by the shareholders,
to audit the financial statements of the Corporation for the fiscal year 1996   
and until the 1997 Annual Meeting of Shareholders. The firm has audited the     
Corporation's financial statements annually since 1969, is considered to be well
qualified, and has no financial interest, direct or indirect, in the Corporation
or any subsidiary of the Corporation. If the shareholders do not ratify this    
appointment, the Audit Committee and the Board will consider the appointment of 
other independent public accountants.                                           

Representatives of KPMG Peat Marwick LLP will be present at the Annual  
Meeting to make a statement if they desire to do so, and to respond to          
appropriate questions.                                                          

 Ratification of the appointment of KPMG Peat Marwick LLP will require the
affirmative vote of a majority of the votes cast on this proposal. Abstentions  
and broker non-votes will not be counted as votes cast, either for or against   
this proposal, in accordance with the New Jersey Act and will have no impact on 
the vote.                                                                       

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL.             

SHAREHOLDER PROPOSALS 

    Shareholder proposals intended to be presented at the 1997 Annual Meeting of
Shareholders, in addition to meeting certain eligibility requirements           
established by the Securities and Exchange Commission, must be in writing and   
received by the Corporate Secretary at the Corporation's principal executive    
offices by November 21, 1996, to be considered for inclusion in the             
Corporation's proxy statement and form of proxy for the 1997 Annual Meeting of  
Shareholders.                                                                   

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OTHER BUSINESS

  The Annual Meeting is called for the purposes set forth in the Notice. The
Board does not know of any matter for action by shareholders at such meeting    
other than the matters described in the Notice. To be properly brought before   
the Annual Meeting, the matter must be an appropriate subject for shareholder   
consideration, timely notice thereof must be given in writing to the Corporate  
Secretary, and other applicable requirements must be met. In general, such      
notice is timely if it is delivered to the Corporate Secretary at the principal 
executive offices of the Corporation not less than 60 nor more than 90 days     
prior to the first anniversary of the preceding year's annual meeting.          
Alternative notice deadlines apply if the date of the annual meeting differs by 
more than 30 days from the date of the previous year's annual meeting. The      
Bylaws specify the information to be included in the shareholder's notice. An   
interested shareholder can obtain a complete copy of the Bylaw provisions by    
making a written request therefor to the Corporate Secretary. The enclosed proxy
will confer discretionary authority with respect to matters which are not known 
at the date of printing hereof but which may properly come before the Annual    
Meeting. It is the intention of the persons named in the proxy to vote in       
accordance with their best judgment on any such matter.                         

                                       By Order of the Board of Directors,
                                      JANICE H. WAY, Corporate Secretary

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PRELIMINARY COPY  
----------------  
P R O X Y                                                                       
THOMAS & BETTS CORPORATION
 (Solicited on Behalf of the Board of Directors)
 Annual Meeting Of Shareholders--May 1, 1996

The undersigned hereby appoints T. KEVIN DUNNIGAN, FRED R. JONES and JERRY      
KRONENBERG as Proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated on the reverse side     
hereof, all the shares of Common Stock of Thomas & Betts Corporation held by the
undersigned on March 8, 1996, at the Annual Meeting of Shareholders to be held  
on May 1, 1996, or any adjournment thereof.                                     

Nominees for election as directors:           Change of Address Only:           

R.B. Carey, Jr., E.H. Drew, T.K. Dunnigan,    --------------------------        
J.K. Hauswald, T.W. Jones, R.A. Kenkel,       --------------------------        
K.R. Masterson, C.R. Moore,                   --------------------------        
J.D. Parkinson, J.-P. Richard, I.M. Ross,     --------------------------        
and W.H. Waltrip.                             (If you have written in the       
                                        above space, please mark the
                                            corresponding box on the reverse
                              side of this card)

You are encouraged to specify your choices by marking the appropriate boxes,    
SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote in        
accordance with the Board of Directors' recommendations.  The Proxies cannot    
vote your shares unless you sign and return this card.                          
                                              --------------
                                               |SEE REVERSE  |
                                               |    SIDE     |
                                              --------------

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______                                                        
|      |   Please mark your                                     
|   X  |   votes as in this                                     
|      |   example.                                             
------                                                        
     This Proxy when properly executed will be voted as specified herein, but if
no direction is given, this Proxy will be voted FOR proposals 1, 2 and 3.       

The Board of Directors recommends a vote FOR proposals 1, 2 and 3.

1.   Election of Directors   FOR        WITHHELD                                
(see reverse)         ______        ______                            
|      |      |      |      
|      |      |      |      
|      |      |      |      
------        ------      

For, except vote withheld from the following nominee(s)               

--------------------------------------------------------------                  

2.   Approval of Reincorporation in Tennessee.                                  

FOR        AGAINST       ABSTAIN                                      
______       ______        ______                                         
|      |     |      |      |      |                                         
|      |     |      |      |      |                                         
|      |     |      |      |      |                                         
------       ------        ------                                         

3.   Ratification of appointment of KPMG Peat Marwick LLP as independent public 
accountants.                                                          

FOR        AGAINST       ABSTAIN                                      
______       ______        ______                                         
|      |     |      |      |      |                                         
|      |     |      |      |      |                                         
|      |     |      |      |      |                                         
------       ------        ------                                         

4.   In their discretion, the Proxies are authorized to vote upon such other    
business as may properly come before the meeting.                     

Check this    ______                                                            
box to note  |      |                                                           
change of    |      |                                                           
address      |      |                                                           
------                                              

NOTE:     Please sign exactly as your name appears on this Proxy. Joint owners  
     should each sign personally.  When signing as attorney, executor,
        administrator, guardian, custodian, or corporate official, sign name
and title.                                                  

------------------------------------------------------------------------------  

------------------------------------------------------------------------------  
SIGNATURE(S)                                                        DATE        

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EXHIBIT INDEX   

EXHIBIT            DESCRIPTION                                                  
-------            -----------                                                  

99.1               Agreement and Plan of Merger                                 

99.2               Charter of Thomas & Betts Tennessee, Inc.                    

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRER14A’ Filing		Date		First		Last			Other Filings
		11/21/96		29
		5/1/96		2		31			DEF 14A,  PRE 14A
		4/30/96		14
		3/21/96		2
Filed on:		3/11/96
		3/8/96		2		31
		2/9/96		4		14
		2/7/96		18
		2/1/96		12
		12/31/95		4		17			10-K,  11-K
		12/29/95		11
		8/1/95		11
		1/1/95		5		11			10-K
		1/2/94		11					10-K
									List all Filings