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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A


(MARK ONE)

/X/  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
     FOR THE FISCAL YEAR ENDED JANUARY 3, 1999.

                                       OR

/ /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     FOR THE TRANSITION PERIOD FROM _________________ TO _________________.

                          COMMISSION FILE NUMBER 1-4682

                           THOMAS & BETTS CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          TENNESSEE                                             22-1326940
(STATE OR OTHER JURISDICTION OF                              (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                              IDENTIFICATION NO.)

 8155 T&B BOULEVARD, MEMPHIS, TENNESSEE                           38125
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                        (ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (901) 252-8000

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

     TITLE OF EACH CLASS               NAME OF EACH EXCHANGE ON WHICH REGISTERED
Common Stock,  $.10 par value                    New York Stock Exchange

        SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes /X/  No / /

     Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of Registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. / /

     As of March 8, 1999, 56,854,414 shares of the Registrant's Common Stock
were outstanding and the aggregate market value of the voting stock held by
non-affiliates of the Registrant (based on the average bid and asked prices of
such stock on the New York Stock Exchange composite tape) was $2,347,035,492.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the Annual Report to Shareholders for the fiscal year ended
January 3, 1999, are incorporated by reference into Parts I, II and IV.

     Portions of the Proxy Statement for the Annual Meeting of Shareholders to
be held May 5, 1999, are incorporated by reference into Part III.


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Explanatory Note:
The Registrant is filing the Form 10-K/A to include additional disclosure in
Exhibit 13.







                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Corporation has duly caused this Report to
be signed on its behalf by the undersigned, hereunto duly authorized.


                                   THOMAS & BETTS CORPORATION
                                   (Registrant)

                                   BY: /s/ FRED R. JONES
                                       -----------------------------------------
                                          Fred R. Jones
                                          Vice President-Chief Financial Officer
                                          (PRINCIPAL FINANCIAL OFFICER AND
                                          PRINCIPAL ACCOUNTING OFFICER)

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Corporation in the capacities and on the dates indicated.




SIGNATURE                     CAPACITY                                    DATE
- ---------                     --------                                    ----
                                                                   

/s/ CLYDE R. MOORE*           President, Chief Executive
- ----------------------------  Officer (PRINCIPAL EXECUTIVE
Clyde R. Moore                OFFICER) and Director

/s/ FRED R. JONES             Vice President-Chief                        June 7, 1999
- ----------------------------  Financial Officer (PRINCIPAL
Fred R. Jones                 FINANCIAL OFFICER AND
                              PRINCIPAL ACCOUNTING OFFICER)

/s/ JERRY KRONENBERG*         Vice President-General
- ----------------------------  Counsel and Secretary
Jerry Kronenberg

/s/ ERNEST H. DREW*           Director
- ----------------------------
Ernest H. Drew


/s/ T. KEVIN DUNNIGAN*        Chairman of the Board
- ----------------------------
(T. Kevin Dunnigan)


/s/ JEANANNE K. HAUSWALD*     Director
- ----------------------------
Jeananne K. Hauswald




                                  Page 24 of 25






SIGNATURE                     CAPACITY                                    DATE
- ---------                     --------                                    ----
                                                                   

/s/ RONALD B. KALICH, SR.*    Director
- ----------------------------
Ronald B. Kalich, Sr.


/s/ ROBERT A. KENKEL*         Director
- ----------------------------
Robert A. Kenkel


/s/ KENNETH R. MASTERSON*     Director
- ----------------------------
Kenneth R. Masterson


/s/ THOMAS C. MCDERMOTT*      Director
- ----------------------------
Thomas C. McDermott


/s/ JEAN-PAUL RICHARD*        Director
- ----------------------------
Jean-Paul Richard


/s/ JERRE L. STEAD*           Director
- ----------------------------
Jerre L. Stead


/s/ WILLIAM H. WALTRIP*       Director
- ----------------------------
William H. Waltrip


*By: /s/ FRED R. JONES                                                   June 7, 1999
    ----------------------------
         Fred R. Jones

As attorney-in-fact for the above-
named officers and directors pursuant
to powers of attorney duly executed
by such persons.





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