EXHIBIT 99
                                
                  INDEPENDENT AUDITORS' REPORT




To the Directors and Shareholders of Augat Inc.:

     We have audited the consolidated balance sheets of Augat
Inc. (a wholly-owned subsidiary of Thomas & Betts Corporation
since December 11, 1996) and its subsidiaries as of December
29, 1996 and December 31, 1995, and the related consolidated
statements of income, shareholders' equity and cash flows for
each of the three years in the period ended December 29, 1996.
These financial statements are the responsibility of the 
Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

     In our opinion, the consolidated financial statements
referred to above (not presented separately herein) present
fairly, in all material respects, the financial position
of Augat Inc. and its subsidiaries at December 29, 1996 and
December 31, 1995, and the results of their operations and their
cash flows for each of the three years in the period ended
December 29, 1996, in conformity with generally accepted
accounting principles.





Deloitte & Touche LLP
Boston, Massachusetts
February 6, 1997