As filed with the Securities and Exchange Commission on May 2, 1996 			 Registration Statement No. 33-35297 ___________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________ THOMAS & BETTS CORPORATION (Exact name of registrant as specified in its charter) TENNESSEE 22-1326940 State or other jurisdiction (I.R.S. employer of incorporation or organization) identification no.) 1555 Lynnfield Road Memphis, Tennessee 38119 (Address of principal executive offices, including zip code) 1990 STOCK OPTION PLAN (Full title of the plan) Jerry Kronenberg Vice President-General Counsel Thomas & Betts Corporation 1555 Lynnfield Road Memphis, Tennessee 38119 (901) 682-7766 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: Cynthia W. Young, Esq. Wyatt, Tarrant & Combs Citizens Plaza 500 West Jefferson Street Louisville, Kentucky 40202 (502) 589-5235 _______________________ EXPLANATORY NOTE This Post-Effective Amendment No. 1 to Form S-8 is filed pursuant to Rule 414 under Regulation C of the Securities Act of 1933, as amended, by Thomas & Betts Corporation, a Tennessee corporation, (the "Company") as the successor to Thomas & Betts Corporation, a New Jersey corporation (the "Predecessor"), which had securities registered under the Form S-8 Registration No. 33-35297, filed on June 7, 1990, with respect to the Predecessor's 1990 Stock Option Plan. The Company files this Post- Effective Amendment No. 1 for purposes of adopting such Form S-8 as its own registration statement and to set forth additional information necessary to reflect material changes made in connection with or resulting from the succession. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the Securities and Exchange Commission by Thomas & Betts Corporation ("Predecessor"), a New Jersey corporation and predecessor to the Company, are incorporated by reference in this Registration Statement: (a) The Predecessor's Annual Report on Form 10-K for the fiscal year ended December 31, 1995. (b) The description of the Company's common stock, no par value (the "Common Stock"), which is contained in the Company's registration statement on Form 8-B dated May 2, 1996 (the "8-B") filed under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all of the shares of the Common Stock offered hereunder have been sold or which deregisters all of the shares of Common Stock then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. In accordance with Section 48-12-102 of the Tennessee Business Corporation Act, which permits Tennessee corporations to include a provision in their charter limiting the liability of directors, Article VIII of the registrant's charter provides: LIMITATION OF DIRECTOR LIABILITY No person who is or was a director of the corporation, or such person's heirs, executors or administrators, shall be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director; provided, however, that this provision shall not eliminate or limit the liability of any such party (i) for any breach of a director's duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for unlawful distributions under the Tennessee Business Corporation Act. Any repeal or modification of the provisions of this Article VIII, directly or by the adoption of an inconsistent provision of this Charter, shall not adversely affect any right or protection in favor of a particular individual at the time of such repeal or modification. Sections 48-18-502 and 48-18-507 of the Tennessee Business Corporation Act confer broad powers upon corporations incorporated in that State with respect to indemnification of any person against liabilities incurred by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation. Such indemnification provisions are not exclusive of any other rights to which those seeking indemnification may be entitled under any charter, bylaw, agreement, vote of shareholders or otherwise. The Tennessee Business Corporation Act also provides that powers granted pursuant to such Sections may be exercised by the corporation notwithstanding the absence of any provision in its charter or bylaws authorizing the exercise of such powers. Article 5 of the registrant's bylaws provides: INDEMNIFICATION OF OFFICERS AND DIRECTORS Section 1. RIGHT TO INDEMNIFICATION. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving as a director or officer, shall be indemnified and held harmless by the Corporation to the fullest extent authorized or permitted by the Tennessee Business Corporation Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred in this Section shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Tennessee Business Corporation Act requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section or otherwise. Section 2. RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Section 1 of this Article is not paid in full by the Corporation within ninety days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Tennessee Business Corporation Act for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Tennessee Business Corporation Act, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. Section 3. NON-EXCLUSIVITY OF RIGHTS; CONTINUATION OF RIGHTS. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Charter, Bylaw, agreement, vote of shareholders or disinterested directors or otherwise. All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director or officer of the Corporation who serves or served in such capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Tennessee Business Corporation Act or any other applicable laws shall not in any way diminish any rights to indemnification of such director or officer or the obligations of the Corporation arising hereunder. Section 4. INSURANCE. The Corporation may maintain insurance, at its expense, to protect itself and any director or officer of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Tennessee Business Corporation Act. The Company has a liability insurance policy in effect which covers certain claims against any officer or director of the Company by reason of certain breaches of duty, neglect, errors or omissions committed by such person in his or her capacity as an officer. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. See Index to Exhibits on page 11. ITEM 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. POWERS OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints T. Kevin Dunnigan, Fred R. Jones and Jerry Kronenberg as his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments and post-effective amendments to this Registration Statement, and to file the same with all exhibits thereto, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue thereof. SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Memphis, State of Tennessee, on the 2nd day of May 1996. THOMAS & BETTS CORPORATION By: /S/ T. KEVIN DUNNIGAN 					T. Kevin Dunnigan Chairman of the Board and 					Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and on the dates indicated. SIGNATURES TITLE DATE /S/ T. KEVIN DUNNIGAN Chairman of the Board May 1, 1996 (T. Kevin Dunnigan) and Chief Executive Officer /S/ CLYDE R. MOORE President, Chief May 1, 1996 (Clyde R. Moore) Operating Officer and Director /S/ FRED R. JONES Vice President-Finance May 1, 1996 (Fred R. Jones) and Treasurer (Principal Financial and Principal Accounting Officer) /S/ JERRY KRONENBERG Vice President-General May 1, 1996 (Jerry Kronenberg) Counsel /S/ RAYMOND B. CAREY, JR. Director May 1, 1996 (Raymond B. Carey, Jr.) /S/ ERNEST H. DREW Director May 1, 1996 (Ernest H. Drew) /S/ JEANANNNE K. HAUSWALD Director May 1, 1996 (Jeananne K. Hauswald) /S/ THOMAS W. JONES Director May 1, 1996 (Thomas W. Jones) /S/ ROBERT A. KENKEL Director May 1, 1996 (Robert A. Kenkel) /S/ KENNETH R. MASTERSON Director May 1, 1996 (Kenneth R. Masterson) /S/ J. DAVID PARKINSON Director May 1, 1996 (J. David Parkinson) /S/ JEAN-PAUL RICHARD Director May 1, 1996 (Jean-Paul Richard) /S/ IAN M. ROSS Director May 1, 1996 (Ian M. Ross) /S/ WILLIAM H. WALTRIP Director May 1, 1996 (William H. Waltrip) INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION OF EXHIBIT 	 PAGE 4(a) 1990 Stock Option Plan (Filed as an Exhibit to the Predecessor's Form 10-K for the fiscal year ended December 31, 1995 (Commission File No. 1-4682) and incorporated herein by reference). 4(b) Charter of the Company (Incorporated herein by reference to Exhibit 3(i), 4.1 to the Company's Form 8-B, filed May 2, 1996, Commission File No. 1-4682). 4(c) Bylaws of the Company, as amended (Incorporated herein by reference to Exhibit 3(ii), 4.2 to the Company's Form 8-B, filed May 2, 1996, Commission File No. 1-4682). 5 Opinion of Wyatt, Tarrant & Combs (which opinion includes a consent to its use as an exhibit to this Registration Statement). 		12 23(a) Consent of Wyatt, Tarrant & Combs (set forth in Exhibit 5 above). 23(b) Consent of KPMG Peat Marwick LLP. 		14 24 Power of Attorney (precedes signatures). 		 9