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 the related consolidated statements of
income, shareholders' equity and cash flows for each of the two years in the
period ended December 29, 1996, not presented separately herein.  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, such consolidated financial statements present fairly, in all
material respects, the financial position of Augat Inc. and its subsidiaries at
December 29, 1996, and the results of their operations and their cash flows for
each of the two years in the period ended December 29, 1996, in conformity with
generally accepted accounting principles.





Deloitte & Touche LLP
February 6, 1997