<PAGE>

As filed with the Securities and                     Registration No. 333 ______
Exchange Commission on February 29, 2000

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    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.)

                               8155 T&B Boulevard
                            Memphis, Tennessee 38125
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

   THOMAS & BETTS CORPORATION RESTRICTED STOCK PLAN FOR NONEMPLOYEE DIRECTORS
                            (FULL TITLE OF THE PLAN)

                                Jerry Kronenberg
                  Vice President-General Counsel and Secretary
                           Thomas & Betts Corporation
                               8155 T&B Boulevard
                            Memphis, Tennessee 38125
                                 (901) 252-8000

 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)

                                    Copy to:
                              Jean D. Renshaw, Esq.
                           Drinker Biddle & Reath LLP
                                One Logan Square
                             18th and Cherry Streets
                           Philadelphia, PA 19103-6996
                                 (215) 988-2700

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
                                                            PROPOSED MAXIMUM          PROPOSED MAXIMUM
 TITLE OF SECURITIES TO BE         AMOUNT TO BE            OFFERING PRICE PER        AGGREGATE OFFERING           AMOUNT OF
        REGISTERED                 REGISTERED(2)                UNIT(3)                   PRICE(3)            REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                        <C>                       <C>                         <C>
  Common Stock, par value
    $0.10 per share and
 Preferred Stock Purchase
        Rights (1)                 24,704 Shares              $23.0625                 $569,736                    $151
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The Preferred Stock Purchase Rights currently trade with the Registrant's
     Common Stock. Value attributable to the Preferred Stock Purchase Rights, if
     any, is reflected in the market price of the Common Stock.

(2)  This registration statement also covers an indeterminate amount of shares
     of Common Stock as may become issuable under the Plan in connection with
     shares splits, share dividends or similar transactions.

(3)  Estimated pursuant to Rule 457 solely for the purpose of calculating the
     fees. The price and fee are calculated on the basis of $23.0625 the
     average of the highest and lowest prices of the Common Stock on the
     composite reporting system for stocks listed on the New York Stock Exchange
     on February 25, 2000.

                                      -1-
<PAGE>


                                     PART I

 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS (NOT REQUIRED TO BE FILED
                     AS PART OF THIS REGISTRATION STATEMENT)

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents which have been filed by Thomas & Betts
Corporation (the "Corporation" or the "Registrant") with the Securities and
Exchange Commission (the "Commission") pursuant to the requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated by reference in this Registration Statement:

         (a) The Corporation's Annual Report on Form 10-K for the fiscal year
ended January 3, 1999, and filed on March 23, 1999 and the amendment thereto
filed on June 7, 1999;

         (b) The Corporation's Quarterly Reports on Form 10-Q for the fiscal
quarter ended April 4, 1999, and the amendments thereto filed on June 7, 1999
and January 4, 2000, for the fiscal quarter ended on July 4, 1999 and for the
fiscal quarter ended on October 3, 1999 and the amendment thereto filed on
January 4, 2000;

         (c) The Corporation's Current Reports on Form 8-K dated January 27,
1999 and filed on February 1, 1999, February 3, 1999 and filed on February 12,
1999, February 5, 1999 and filed on February 5, 1999, April 28, 1999 and filed
on May 4, 1999, June 14, 1999 and filed on June 15, 1999, June 29, 1999 and
filed on July 7, 1999, August 27, 1999 and filed on September 8, 1999, October
26, 1999 and filed on October 27, 1999, November 17, 1999 and filed on November
19, 1999, December 14, 1999 and filed on December 15, 1999, December 20, 1999
and filed on December 20, 1999, January 24, 2000 and filed on January 25,
2000, February 15, 2000 and filed on February 15, 2000, February 24, 2000 and
filed on February 25, 2000;

         (d) All other reports filed by the Corporation pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since
the latest of any specified filings made under (a), (b) or (c) above; and

         (e) The description of the Corporation's common stock, par value $0.10
per share (the "Common Stock"), which is contained in the Corporation's
registration statement on Form 8-A dated December 12, 1997, and filed December
15, 1997, including any amendment or report filed for the purpose of updating
such description and the Corporation's Form 8-B dated May 2, 1996 and filed on
May 2, 1996.

         All reports and other documents subsequently filed by the Corporation
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

                                   -2-
<PAGE>

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.

         Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein by reference modified or superseded such prior statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.

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 provisions in
their certificate of incorporation limiting the liability of officers and
directors, Article VIII of the Registrant's Amended and Restated 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 48-18-501 through 509 of the Tennessee Business Corporation
Act ("Sections 48-18-501 through 509") 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 is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, trustee, employee or agent of
another enterprise, or the legal representative of any such director, officer,
trustee, employee or agent. The provisions of Section 48-18-501 through 509 are
not exclusive of any other rights to which those seeking indemnification may be
entitled under any certificate of incorporation, by-law,

                                   -3-
<PAGE>

agreement, vote of shareholders or otherwise. Sections 48-18-501 through 509
also provide that powers granted pursuant to such Section may be exercised by
the corporation notwithstanding the absence of any provision in its charter or
by-laws authorizing the exercise of such powers.

         Article V of the Registrant's by-laws 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

                                   -4-
<PAGE>

         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 Corporation has a liability insurance policy in effect which covers
certain claims against any officer or director of the Corporation by reason of
certain breaches of duty, neglect, errors or omissions committed by such person
in his or her capacity as an officer or director.

                                   -5-
<PAGE>

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.   EXHIBITS.

<TABLE>
<CAPTION>

     Exhibit
     Number                             Exhibit
   -----------                         ---------
<S>               <C>
       4.1        Amended and Restated Charter of the Corporation. (Incorporated
                  herein by reference to Exhibit 4(c) to the Corporation's
                  Registration Statement on Form S-3, Registration No.
                  333-61465, filed August 14, 1998, and declared effective
                  August 26, 1998).

       4.2        By-laws of the Corporation, as amended. (Incorporated herein
                  by reference to Exhibit 3.2 to the Corporation's Annual Report
                  on Form 10-K for the period ended January 3, 1999, and filed
                  March 23, 1999.)

       5          Opinion of Penelope Y. Turnbow, Esq.

       23         Consent of KPMG LLP, independent public accountants.

       24         Powers of Attorney
</TABLE>

ITEM 9.   UNDERTAKINGS.

               The undersigned Registrant hereby undertakes:

              (a) (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. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) under the Securities Act of
         1933 if, in the aggregate, the changes in volume and price represent no
         more than a 20% change in the maximum aggregate offering price set
         forth in the "Calculation of Registration Fee" table in the effective
         registration statement; and

                                   -6-
<PAGE>

                  (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, the paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3 and 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 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 the 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) 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 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this 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, 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.

                                   -7-

<PAGE>




                                   SIGNATURES

         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 this 29th day of
February 2000.

                                 THOMAS & BETTS CORPORATION
                                 (Registrant)


                                 By:/s/ Fred R. Jones
                                    -----------------------------------------
                                        Fred R. Jones
                                        Vice President-Chief Financial Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on February 29, 2000 by the following
persons in the capacities indicated.

<TABLE>
<CAPTION>
                    SIGNATURE                                            TITLE                                 DATE
                    ---------                                            -----                                 ----

<S>                                                 <C>                                                     <C>
/s/ Clyde R. Moore*                                 President and Chief Executive Officer
------------------------------------                 and Director
     Clyde R. Moore                                 (PRINCIPAL EXECUTIVE OFFICER)

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

/s/ T. Kevin Dunnigan*                              Chairman of the Board
------------------------------------                and Director
     T. Kevin Dunnigan

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


/s/ Fred R. Jones                                   Vice President-Chief Financial Officer                February 29, 2000
------------------------------------                (PRINCIPAL ACCOUNTING OFFICER AND
     Fred R. Jones                                  PRINCIPAL FINANCIAL OFFICER)

/s/ Robert B. Kalich, Sr.*                          Director
------------------------------------
     Ronald B. Kalich, Sr.

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

/s/ Jerry Kronenberg*                               Vice President-General Counsel
------------------------------------                and Secretary
    Jerry Kronenberg
</TABLE>

<PAGE>

<TABLE>
<S>                                                <C>                                                    <C>
/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                            Attorney-in-Fact                                 February 29, 2000
        ----------------------------
           Fred R. Jones
</TABLE>


<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

    Exhibit
    Number                                           Exhibit
--------------                                       --------
<S>                        <C>
       4.1                 Amended and Restated Charter of the Corporation.
                           (Incorporated by reference herein to Exhibit 4(c) to
                           the Corporation's Registration Statement on Form S-3,
                           Registration No. 333-61465, filed August 14, 1998,
                           and declared effective August 26, 1998).

       4.2                 By-laws of the Corporation, as amended.
                           (Incorporated herein by reference to Exhibit 3.2 to
                           the Corporation's Annual Report on Form 10-K for the
                           period ended January 3, 1999, and filed March 23,
                           1999.)

       5                   Opinion of Penelope Y. Turnbow, Esq.

       23                  Consent of KPMG LLP, independent public accountants.

       24                  Powers of Attorney
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 27639}]
{"company-data": {"conformed-name": "THOMAS & BETTS CORP", "cik": "0000097854", "assigned-sic": "3640", "irs-number": "221326940", "state-of-incorporation": "TN", "fiscal-year-end": "1229"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31302", "film-number": "556886"}, "business-address": {"street1": "8155 T&B BOULEVARD", "city": "MEMPHIS", "state": "TN", "zip": "38125", "phone": "9012527766"}, "mail-address": {"street1": "1555 LYNNFIELD ROAD", "city": "MEMPHIS", "state": "TN", "zip": "38119"}}
As filed with the Securities and                     Registration No. 333 ______
Exchange Commission on February 29, 2000

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    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.)

                               8155 T&B Boulevard
                            Memphis, Tennessee 38125
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

   THOMAS & BETTS CORPORATION RESTRICTED STOCK PLAN FOR NONEMPLOYEE DIRECTORS
                            (FULL TITLE OF THE PLAN)

                                Jerry Kronenberg
                  Vice President-General Counsel and Secretary
                           Thomas & Betts Corporation
                               8155 T&B Boulevard
                            Memphis, Tennessee 38125
                                 (901) 252-8000

 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)

                                    Copy to:
                              Jean D. Renshaw, Esq.
                           Drinker Biddle & Reath LLP
                                One Logan Square
                             18th and Cherry Streets
                           Philadelphia, PA 19103-6996
                                 (215) 988-2700

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
                                                            PROPOSED MAXIMUM          PROPOSED MAXIMUM
 TITLE OF SECURITIES TO BE         AMOUNT TO BE            OFFERING PRICE PER        AGGREGATE OFFERING           AMOUNT OF
        REGISTERED                 REGISTERED(2)                UNIT(3)                   PRICE(3)            REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
    $0.10 per share and
 Preferred Stock Purchase
        Rights (1)                 24,704 Shares              $23.0625                 $569,736                    $151
------------------------------------------------------------------------------------------------------------------------------
(1)  The Preferred Stock Purchase Rights currently trade with the Registrant's
     Common Stock. Value attributable to the Preferred Stock Purchase Rights, if
     any, is reflected in the market price of the Common Stock.

(2)  This registration statement also covers an indeterminate amount of shares
     of Common Stock as may become issuable under the Plan in connection with
     shares splits, share dividends or similar transactions.

(3)  Estimated pursuant to Rule 457 solely for the purpose of calculating the
     fees. The price and fee are calculated on the basis of $23.0625 the
     average of the highest and lowest prices of the Common Stock on the
     composite reporting system for stocks listed on the New York Stock Exchange
     on February 25, 2000.

                                      -1-
PART I

 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS (NOT REQUIRED TO BE FILED
                     AS PART OF THIS REGISTRATION STATEMENT)

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents which have been filed by Thomas & Betts
Corporation (the "Corporation" or the "Registrant") with the Securities and
Exchange Commission (the "Commission") pursuant to the requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated by reference in this Registration Statement:

         (a) The Corporation's Annual Report on Form 10-K for the fiscal year
ended January 3, 1999, and filed on March 23, 1999 and the amendment thereto
filed on June 7, 1999;

         (b) The Corporation's Quarterly Reports on Form 10-Q for the fiscal
quarter ended April 4, 1999, and the amendments thereto filed on June 7, 1999
and January 4, 2000, for the fiscal quarter ended on July 4, 1999 and for the
fiscal quarter ended on October 3, 1999 and the amendment thereto filed on
January 4, 2000;

         (c) The Corporation's Current Reports on Form 8-K dated January 27,
1999 and filed on February 1, 1999, February 3, 1999 and filed on February 12,
1999, February 5, 1999 and filed on February 5, 1999, April 28, 1999 and filed
on May 4, 1999, June 14, 1999 and filed on June 15, 1999, June 29, 1999 and
filed on July 7, 1999, August 27, 1999 and filed on September 8, 1999, October
26, 1999 and filed on October 27, 1999, November 17, 1999 and filed on November
19, 1999, December 14, 1999 and filed on December 15, 1999, December 20, 1999
and filed on December 20, 1999, January 24, 2000 and filed on January 25,
2000, February 15, 2000 and filed on February 15, 2000, February 24, 2000 and
filed on February 25, 2000;

         (d) All other reports filed by the Corporation pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since
the latest of any specified filings made under (a), (b) or (c) above; and

         (e) The description of the Corporation's common stock, par value $0.10
per share (the "Common Stock"), which is contained in the Corporation's
registration statement on Form 8-A dated December 12, 1997, and filed December
15, 1997, including any amendment or report filed for the purpose of updating
such description and the Corporation's Form 8-B dated May 2, 1996 and filed on
May 2, 1996.

         All reports and other documents subsequently filed by the Corporation
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

                                   -2-
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.

         Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein by reference modified or superseded such prior statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.

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 provisions in
their certificate of incorporation limiting the liability of officers and
directors, Article VIII of the Registrant's Amended and Restated 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 48-18-501 through 509 of the Tennessee Business Corporation
Act ("Sections 48-18-501 through 509") 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 is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, trustee, employee or agent of
another enterprise, or the legal representative of any such director, officer,
trustee, employee or agent. The provisions of Section 48-18-501 through 509 are
not exclusive of any other rights to which those seeking indemnification may be
entitled under any certificate of incorporation, by-law,

                                   -3-
agreement, vote of shareholders or otherwise. Sections 48-18-501 through 509
also provide that powers granted pursuant to such Section may be exercised by
the corporation notwithstanding the absence of any provision in its charter or
by-laws authorizing the exercise of such powers.

         Article V of the Registrant's by-laws 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

                                   -4-
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 Corporation has a liability insurance policy in effect which covers
certain claims against any officer or director of the Corporation by reason of
certain breaches of duty, neglect, errors or omissions committed by such person
in his or her capacity as an officer or director.

                                   -5-
ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.   EXHIBITS.
Exhibit
     Number                             Exhibit
   -----------                         ---------
4.1        Amended and Restated Charter of the Corporation. (Incorporated
                  herein by reference to Exhibit 4(c) to the Corporation's
                  Registration Statement on Form S-3, Registration No.
                  333-61465, filed August 14, 1998, and declared effective
                  August 26, 1998).

       4.2        By-laws of the Corporation, as amended. (Incorporated herein
                  by reference to Exhibit 3.2 to the Corporation's Annual Report
                  on Form 10-K for the period ended January 3, 1999, and filed
                  March 23, 1999.)

       5          Opinion of Penelope Y. Turnbow, Esq.

       23         Consent of KPMG LLP, independent public accountants.

       24         Powers of Attorney
ITEM 9.   UNDERTAKINGS.

               The undersigned Registrant hereby undertakes:

              (a) (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. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) under the Securities Act of
         1933 if, in the aggregate, the changes in volume and price represent no
         more than a 20% change in the maximum aggregate offering price set
         forth in the "Calculation of Registration Fee" table in the effective
         registration statement; and

                                   -6-
(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, the paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3 and 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 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 the 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) 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 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this 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, 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.

                                   -7-
SIGNATURES

         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 this 29th day of
February 2000.

                                 THOMAS & BETTS CORPORATION
                                 (Registrant)

                                 By:/s/ Fred R. Jones
                                    -----------------------------------------
                                        Fred R. Jones
                                        Vice President-Chief Financial Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on February 29, 2000 by the following
persons in the capacities indicated.
SIGNATURE                                            TITLE                                 DATE
                    ---------                                            -----                                 ----
/s/ Clyde R. Moore*                                 President and Chief Executive Officer
------------------------------------                 and Director
     Clyde R. Moore                                 (PRINCIPAL EXECUTIVE OFFICER)

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

/s/ T. Kevin Dunnigan*                              Chairman of the Board
------------------------------------                and Director
     T. Kevin Dunnigan

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

/s/ Fred R. Jones                                   Vice President-Chief Financial Officer                February 29, 2000
------------------------------------                (PRINCIPAL ACCOUNTING OFFICER AND
     Fred R. Jones                                  PRINCIPAL FINANCIAL OFFICER)

/s/ Robert B. Kalich, Sr.*                          Director
------------------------------------
     Ronald B. Kalich, Sr.

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

/s/ Jerry Kronenberg*                               Vice President-General Counsel
------------------------------------                and Secretary
    Jerry Kronenberg
/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                            Attorney-in-Fact                                 February 29, 2000
        ----------------------------
           Fred R. Jones
EXHIBIT INDEX
Exhibit
    Number                                           Exhibit
--------------                                       --------
4.1                 Amended and Restated Charter of the Corporation.
                           (Incorporated by reference herein to Exhibit 4(c) to
                           the Corporation's Registration Statement on Form S-3,
                           Registration No. 333-61465, filed August 14, 1998,
                           and declared effective August 26, 1998).

       4.2                 By-laws of the Corporation, as amended.
                           (Incorporated herein by reference to Exhibit 3.2 to
                           the Corporation's Annual Report on Form 10-K for the
                           period ended January 3, 1999, and filed March 23,
                           1999.)

       5                   Opinion of Penelope Y. Turnbow, Esq.

       23                  Consent of KPMG LLP, independent public accountants.

       24                  Powers of Attorney