<PAGE>
                                      
                                      
                                  FORM 8-K
                                      
                                      
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                      
                                      
      Date of Report (Date of Earliest Event Reported)  January 2, 1996
                                      
                                      
               CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
                                      
                                      
                       Commission file number: 0-20416
                                      
                                      
                           EAGLE INDUSTRIES, INC.
           (Exact Name of Registrant as Specified in Its Charter)
                                      
                   Delaware                       13-3384361
       (State or Other Jurisdiction of        (I.R.S. Employer
        Incorporation or Organization)        Identification No.)
                                      
                                      
                                      
                          Two North Riverside Plaza
                           Chicago, Illinois 60606
                  (Address of Principal Executive Offices)
                                      
                                      
                               (312) 906-8700
            (Registrant's telephone number, including area code)
                                      
                                      
                               Not Applicable
 (Former name, former address and former fiscal year, if changed since last
                                   report)


<PAGE>
ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS

On January 2, 1996, Eagle Industries, Inc. ("Eagle") sold the stock of its
subsidiary, Amerace Corporation ("Amerace"), to Thomas & Betts Corporation
for cash proceeds of $200.9 million.  Eagle expects to record a net loss of
approximately $10 million in conjunction with the sale of Amerace.  Amerace
is a manufacturer of electrical products for the utility and industrial
markets.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

     (a)  Financial Statements

          Not applicable.

     (b)  Pro Forma Financial Statements

          It is not practicable to provide the required pro forma financial
information at the time of the filing of this report.  The required pro forma
financial information will be filed within 60 days of the due date of this
Form 8-K or by March 18, 1996.

     (c)  Exhibits

        2.1  Stock Purchase Agreement between Eagle Industrial Products
Corporation and Thomas & Betts Corporation dated November 1, 1995.

        2.2   Amendment No. 1 to Stock Purchase Agreement between Eagle
Industrial Products Corporation and Thomas & Betts Corporation dated December
15, 1995.


<PAGE>

                                 SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                   EAGLE INDUSTRIES, INC.




                                   By:  /s/ Sam A. Cottone
                                        ------------------

                                        Sam A. Cottone
                                        Senior Vice President and
                                        Chief Financial Officer




Dated:  January 16, 1996
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{"company-data": {"conformed-name": "EAGLE INDUSTRIES INC /DE/", "cik": "0000837486", "assigned-sic": "3440", "irs-number": "133384361", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-20416", "film-number": "96504051"}, "business-address": {"street1": "TWO NORTH RIVERSIDE PLAZA SUITE 1100", "city": "CHICAGO", "state": "IL", "zip": "60606", "phone": "3129068700"}, "mail-address": {"street1": "2 NORTH RIVERSIDE PLAZA SUITE 1100", "city": "CHICAGO", "state": "IL", "zip": "60606"}}
FORM 8-K
                                      
                                      
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                      
                                      
      Date of Report (Date of Earliest Event Reported)  January 2, 1996
                                      
                                      
               CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
                                      
                                      
                       Commission file number: 0-20416
                                      
                                      
                           EAGLE INDUSTRIES, INC.
           (Exact Name of Registrant as Specified in Its Charter)
                                      
                   Delaware                       13-3384361
       (State or Other Jurisdiction of        (I.R.S. Employer
        Incorporation or Organization)        Identification No.)
                                      
                                      
                                      
                          Two North Riverside Plaza
                           Chicago, Illinois 60606
                  (Address of Principal Executive Offices)
                                      
                                      
                               (312) 906-8700
            (Registrant's telephone number, including area code)
                                      
                                      
                               Not Applicable
 (Former name, former address and former fiscal year, if changed since last
                                   report)
ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS

On January 2, 1996, Eagle Industries, Inc. ("Eagle") sold the stock of its
subsidiary, Amerace Corporation ("Amerace"), to Thomas & Betts Corporation
for cash proceeds of $200.9 million.  Eagle expects to record a net loss of
approximately $10 million in conjunction with the sale of Amerace.  Amerace
is a manufacturer of electrical products for the utility and industrial
markets.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

     (a)  Financial Statements

          Not applicable.

     (b)  Pro Forma Financial Statements

          It is not practicable to provide the required pro forma financial
information at the time of the filing of this report.  The required pro forma
financial information will be filed within 60 days of the due date of this
Form 8-K or by March 18, 1996.

     (c)  Exhibits

        2.1  Stock Purchase Agreement between Eagle Industrial Products
Corporation and Thomas & Betts Corporation dated November 1, 1995.

        2.2   Amendment No. 1 to Stock Purchase Agreement between Eagle
Industrial Products Corporation and Thomas & Betts Corporation dated December
15, 1995.
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                   EAGLE INDUSTRIES, INC.

                                   By:  /s/ Sam A. Cottone
                                        ------------------

                                        Sam A. Cottone
                                        Senior Vice President and
                                        Chief Financial Officer

Dated:  January 16, 1996