<PAGE> 





                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, DC 20549
                                                       
                                    FORM S-8

                             Registration Statement
                                    Under the
                             Securities Act of 1933

                                   BELDEN INC.
              (Exact Name of Registrant as Specified in its Charter)
         Delaware                                              76-0412617
  (State or Other Jurisdiction of                         (I.R.S. Employer
  Incorporation or Organization)                          Identification No.)
                      
                        7701 Forsyth Boulevard, Suite 800 
                           St. Louis, Missouri 63105
             (Address of Principal Executive Offices and Zip Code)

                 BELDEN INC. NON-EMPLOYEE DIRECTOR STOCK PLAN
                             (Full Title of the Plan)
                                                       

                              KEVIN L. BLOOMFIELD
                                   Secretary
                        7701 Forsyth Boulevard, Suite 800
                           St. Louis, Missouri 63105
                      (Name and Address of Agent for Service)

                                (314) 854-8030
          (Telephone Number, Including Area Code, of Agent For Service)        

<TABLE>
                        CALCULATION OF REGISTRATION FEE
<CAPTION>

 Title of Securities        Amount to be       Proposed Maximum      Proposed Maximum          Amount of
   to be Registered          Registered       Offering Price Per    Aggregate Offering      Registration Fee
                                                   Share(1)            Price(1)  
 <S>                           <C>                 <C>                   <C>                    <C>
 Common Stock par              20,000              $28.5625              $571,250               $196.99
 value $.01 per
 share
</TABLE>
________________________
   (1)Estimated solely for purposes of calculating the Registration Fee
based, pursuant to Rules 457(c) and 457(h)(i) under the Securities Act, on the
average of the high and low prices of the Common Stock on the New York Stock
Exchange on August 26, 1996.
        
<PAGE>
 
<PAGE>

                                    PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933, as amended, and the "Note" to Part I of Form S-8.

                                    PART II

                             INFORMATION REQUIRED 
                         IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents, which have been filed with the Securities and 
Exchange Commission (the "Commission") by Belden Inc. (the "Company"), are 
incorporated herein by reference:

(a)      the Company's Annual Report on Form 10-K for the fiscal year ended 
         December 31, 1995;

(b)      the Company's Quarterly Reports on Form 10-Q for the quarterly 
         periods ended March 31, 1996 and June 30, 1996; and

(c)      the description of the Company's common stock incorporated by 
         reference in the Registration Statement on Form 8-A for the 
         registration of the common stock of the Company pursuant to Section 
         12(b) or (g) of the Securities Exchange Act of 1934, as amended (the 
         "Exchange Act") filed with the Commission on August 25, 1993, 
         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 securities offered
hereby  have  been  sold  or  which  deregisters  all  securities then 
remaining unsold, shall be deemed to be incorporated by reference herein and 
to be 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.

The  opinion  as to the legality of the securities registered hereunder is 
being given by Kevin L. Bloomfield, Vice President, Secretary and General 
Counsel of the Company.
                                                     -2- <PAGE>
 
<PAGE>
Item 6.  Indemnification of Directors and Officers.

Reference  is  made to Section 145 of the General Corporation Law of the State
of  Delaware  (the  "GCL"),  which  provides for indemnification of directors,
officers  and  other  employees  in  certain  circumstances,  and  to  Section
102(b)(7)  of the GCL, which provides for the elimination or limitation of the
p e r s onal  liability  for  monetary  damages  of  directors  under  certain
circumstances.    Article  VIII  of  the  Certificate  of Incorporation of the
Company  eliminates  the  personal liability for monetary damages of directors
under  certain  circumstances  and  provides  indemnification to directors and
officers  of  the  Company  to the fullest extent permitted by the GCL.  Among
other  things,  these  provisions  provide  indemnification  for  officers and
directors against liabilities for judgments in and settlements of lawsuits and
other  proceedings  and  for  the  advance  and  payment  of fees and expenses
reasonably  incurred by the director or officer in defense of any such lawsuit
or proceeding.

The Company has obtained a directors' and officers' liability insurance policy
w h i c h  insures  the  Company's  directors  and  officers  against  certain
liabilities,  including  liabilities  for which the Company may not be able to
indemnify  such  persons.    The Company also has entered into indemnification
agreements  with  each  of  its  directors  and  executive  officers.    These
indemnification  agreements  contain  certain  provisions  for indemnification
against   expenses,  judgments,  fines  and  settlements  in  connection  with
threatened  or  pending litigation, inquiries or investigations that arise out
of the director's or officer's acts or omissions in his capacity as a director
or officer of the Company.  

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

The following exhibits are filed as part of this Registration Statement:

4.1   Certificate  of  Incorporation  of  the  Company (incorporated herein by
      reference to Exhibit 3.1 to the Company's Registration Statement on Form
      S-1 (File No. 33-66830))
4.2   Bylaws  of  the Company (incorporated herein by reference to Exhibit 3.2
      to the Company's Registration Statement on Form S-1 (File No. 33-66830))
4.3   Specimen  Common  Stock  Certificate,  as  amended to date (incorporated
      herein  by  reference  to Exhibit 4.1 to the Company's Form 10-K for the
      fiscal year ended December 31, 1995)
4.4   Rights  Agreement,  dated  as  of  July 6, 1995, between Belden Inc. and
      First  Chicago  Trust  Company  of  New York, as Rights Agent; Boatmen's
      Trust  Company has superseded First Chicago Trust Company of New York as
      Rights  Agent  (incorporated  herein  by  reference  to Exhibit 1 to the
      Company's  Registration  Statement on Form 8-A filed with the Commission
      and effective on July 25, 1995)
4.5   Belden Inc. Non-Employee Director Stock Plan
5.1   Opinion  of  Kevin  L.  Bloomfield  on  the legality of securities being
      issued
23.1  Consent of Ernst & Young LLP
23.2  Consent of Kevin L. Bloomfield (included in Exhibit 5.1)

                                      -3- <PAGE>
 
<PAGE>
24.1  Powers  of  Attorney  from  Members  of the Board of Directors of Belden
      Inc.

Item 9.  Undertakings.

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 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;

(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
      o f   the  securities  being  registered  which  remain  unsold  at  the
      termination of the offering; and

(4)   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 (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.

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 Commission such indemnification is
a g a i nst  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.

                                  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 County of St. Louis, State of Missouri, on
August 28, 1996.

                                      -4- <PAGE>
 
<PAGE>
                                          BELDEN INC.


                                          By: /s/ C. BAKER CUNNINGHAM
                                              C. Baker Cunningham
                                              Chairman, President 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 and on
the date indicated.


 Signature                    Title                            Date



 /s/  C. BAKER CUNNNGHAM      Chairman of the Board,           August 28, 1996
 C. Baker Cunningham          President, Chief Executive
                              Officer and Director
                              (Principal Executive Officer)

 /s/ RICHARD K. REECE         Vice President, Finance and      August 28, 1996
 Richard K. Reece             Chief Financial Officer
                              (Principal Financial and 
                              Accounting Officer)



 /s/ LORNE D. BAIN*           Director                         August 28, 1996
 Lorne D. Bain


 /s/ JOSEPH R. COPPOLA*  
 Joseph R. Coppola            Director                         August 26, 1996


 /s/ ALAN E. RIEDEL*        
 Alan E. Riedel               Director                         August 26, 1996


 /s/ CHRISTOPHER I. BYRNES* 
 Christopher I. Byrnes        Director                         August 26, 1996


                                                                              
            
/s/ C. BAKER CUNNINGHAM                                          
* By C. Baker Cunningham, Attorney-in-fact



                                      -5- <PAGE>
 
<PAGE>
                               INDEX TO EXHIBITS

Exhibit                                                           
Number                                                                
                                                                        

 4.1     Certificate of Incorporation of the Company (incorporated
         herein by reference to Exhibit 3.1 to the Company's
         Registration Statement on Form S-1 (File No. 33-66830))     

 4.2     Bylaws of the Company (incorporated herein by reference to
         Exhibit 3.2 to the Company's Registration Statement on Form
         S-1 (File No. 33-66830))

 4.3     Specimen Common Stock Certificate, as amended to date
         (incorporated herein by reference to Exhibit 4.1 to the
         Company's Form 10-K for the fiscal year ended December 31,
         1995)

 4.4     Rights Agreement, dated as of July 6, 1995, between Belden
         Inc. and First Chicago Trust Company of New York, as Rights
         Agent; Boatmen's Trust Company has superseded First Chicago
         Trust Company of New York as Rights Agent (incorporated
         herein by reference to Exhibit 1 to the Company's
         Registration Statement on Form 8-A filed with the Commission
         and effective on July 25, 1995)
 4.5     Belden Inc. Non-Employee Director Stock Plan

 5.1     Opinion of Kevin L. Bloomfield on the legality of securities
         being issued

 23.1    Consent of Ernst & Young LLP

 23.2    Consent of Kevin L. Bloomfield (included in Exhibit 5.1)

 24.1    Powers of Attorney from Members of Board of Directors of
         Belden Inc.
 
<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
                               Washington, DC 20549
                                                       
                                    FORM S-8

                             Registration Statement
                                    Under the
                             Securities Act of 1933

                                   BELDEN INC.
              (Exact Name of Registrant as Specified in its Charter)
         Delaware                                              76-0412617
  (State or Other Jurisdiction of                         (I.R.S. Employer
  Incorporation or Organization)                          Identification No.)
                      
                        7701 Forsyth Boulevard, Suite 800 
                           St. Louis, Missouri 63105
             (Address of Principal Executive Offices and Zip Code)

                 BELDEN INC. NON-EMPLOYEE DIRECTOR STOCK PLAN
                             (Full Title of the Plan)
                                                       

                              KEVIN L. BLOOMFIELD
                                   Secretary
                        7701 Forsyth Boulevard, Suite 800
                           St. Louis, Missouri 63105
                      (Name and Address of Agent for Service)

                                (314) 854-8030
          (Telephone Number, Including Area Code, of Agent For Service)        

                        CALCULATION OF REGISTRATION FEE
Title of Securities        Amount to be       Proposed Maximum      Proposed Maximum          Amount of
   to be Registered          Registered       Offering Price Per    Aggregate Offering      Registration Fee
                                                   Share(1)            Price(1)
Common Stock par              20,000              $28.5625              $571,250               $196.99
 value $.01 per
 share
________________________
   (1)Estimated solely for purposes of calculating the Registration Fee
based, pursuant to Rules 457(c) and 457(h)(i) under the Securities Act, on the
average of the high and low prices of the Common Stock on the New York Stock
Exchange on August 26, 1996.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933, as amended, and the "Note" to Part I of Form S-8.

                                    PART II

                             INFORMATION REQUIRED 
                         IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents, which have been filed with the Securities and 
Exchange Commission (the "Commission") by Belden Inc. (the "Company"), are 
incorporated herein by reference:

(a)      the Company's Annual Report on Form 10-K for the fiscal year ended 
         December 31, 1995;

(b)      the Company's Quarterly Reports on Form 10-Q for the quarterly 
         periods ended March 31, 1996 and June 30, 1996; and

(c)      the description of the Company's common stock incorporated by 
         reference in the Registration Statement on Form 8-A for the 
         registration of the common stock of the Company pursuant to Section 
         12(b) or (g) of the Securities Exchange Act of 1934, as amended (the 
         "Exchange Act") filed with the Commission on August 25, 1993, 
         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 securities offered
hereby  have  been  sold  or  which  deregisters  all  securities then 
remaining unsold, shall be deemed to be incorporated by reference herein and 
to be 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.

The  opinion  as to the legality of the securities registered hereunder is 
being given by Kevin L. Bloomfield, Vice President, Secretary and General 
Counsel of the Company.
                                                     -2-
Item 6.  Indemnification of Directors and Officers.

Reference  is  made to Section 145 of the General Corporation Law of the State
of  Delaware  (the  "GCL"),  which  provides for indemnification of directors,
officers  and  other  employees  in  certain  circumstances,  and  to  Section
102(b)(7)  of the GCL, which provides for the elimination or limitation of the
p e r s onal  liability  for  monetary  damages  of  directors  under  certain
circumstances.    Article  VIII  of  the  Certificate  of Incorporation of the
Company  eliminates  the  personal liability for monetary damages of directors
under  certain  circumstances  and  provides  indemnification to directors and
officers  of  the  Company  to the fullest extent permitted by the GCL.  Among
other  things,  these  provisions  provide  indemnification  for  officers and
directors against liabilities for judgments in and settlements of lawsuits and
other  proceedings  and  for  the  advance  and  payment  of fees and expenses
reasonably  incurred by the director or officer in defense of any such lawsuit
or proceeding.

The Company has obtained a directors' and officers' liability insurance policy
w h i c h  insures  the  Company's  directors  and  officers  against  certain
liabilities,  including  liabilities  for which the Company may not be able to
indemnify  such  persons.    The Company also has entered into indemnification
agreements  with  each  of  its  directors  and  executive  officers.    These
indemnification  agreements  contain  certain  provisions  for indemnification
against   expenses,  judgments,  fines  and  settlements  in  connection  with
threatened  or  pending litigation, inquiries or investigations that arise out
of the director's or officer's acts or omissions in his capacity as a director
or officer of the Company.  

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

The following exhibits are filed as part of this Registration Statement:

4.1   Certificate  of  Incorporation  of  the  Company (incorporated herein by
      reference to Exhibit 3.1 to the Company's Registration Statement on Form
      S-1 (File No. 33-66830))
4.2   Bylaws  of  the Company (incorporated herein by reference to Exhibit 3.2
      to the Company's Registration Statement on Form S-1 (File No. 33-66830))
4.3   Specimen  Common  Stock  Certificate,  as  amended to date (incorporated
      herein  by  reference  to Exhibit 4.1 to the Company's Form 10-K for the
      fiscal year ended December 31, 1995)
4.4   Rights  Agreement,  dated  as  of  July 6, 1995, between Belden Inc. and
      First  Chicago  Trust  Company  of  New York, as Rights Agent; Boatmen's
      Trust  Company has superseded First Chicago Trust Company of New York as
      Rights  Agent  (incorporated  herein  by  reference  to Exhibit 1 to the
      Company's  Registration  Statement on Form 8-A filed with the Commission
      and effective on July 25, 1995)
4.5   Belden Inc. Non-Employee Director Stock Plan
5.1   Opinion  of  Kevin  L.  Bloomfield  on  the legality of securities being
      issued
23.1  Consent of Ernst & Young LLP
23.2  Consent of Kevin L. Bloomfield (included in Exhibit 5.1)

                                      -3-
24.1  Powers  of  Attorney  from  Members  of the Board of Directors of Belden
      Inc.

Item 9.  Undertakings.

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 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;

(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
      o f   the  securities  being  registered  which  remain  unsold  at  the
      termination of the offering; and

(4)   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 (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.

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 Commission such indemnification is
a g a i nst  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.

                                  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 County of St. Louis, State of Missouri, on
August 28, 1996.

                                      -4-
BELDEN INC.

                                          By: /s/ C. BAKER CUNNINGHAM
                                              C. Baker Cunningham
                                              Chairman, President 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 and on
the date indicated.

 Signature                    Title                            Date

 /s/  C. BAKER CUNNNGHAM      Chairman of the Board,           August 28, 1996
 C. Baker Cunningham          President, Chief Executive
                              Officer and Director
                              (Principal Executive Officer)

 /s/ RICHARD K. REECE         Vice President, Finance and      August 28, 1996
 Richard K. Reece             Chief Financial Officer
                              (Principal Financial and 
                              Accounting Officer)

 /s/ LORNE D. BAIN*           Director                         August 28, 1996
 Lorne D. Bain

 /s/ JOSEPH R. COPPOLA*  
 Joseph R. Coppola            Director                         August 26, 1996

 /s/ ALAN E. RIEDEL*        
 Alan E. Riedel               Director                         August 26, 1996

 /s/ CHRISTOPHER I. BYRNES* 
 Christopher I. Byrnes        Director                         August 26, 1996

                                                                              
            
/s/ C. BAKER CUNNINGHAM                                          
* By C. Baker Cunningham, Attorney-in-fact

                                      -5-
INDEX TO EXHIBITS

Exhibit                                                           
Number                                                                
                                                                        

 4.1     Certificate of Incorporation of the Company (incorporated
         herein by reference to Exhibit 3.1 to the Company's
         Registration Statement on Form S-1 (File No. 33-66830))     

 4.2     Bylaws of the Company (incorporated herein by reference to
         Exhibit 3.2 to the Company's Registration Statement on Form
         S-1 (File No. 33-66830))

 4.3     Specimen Common Stock Certificate, as amended to date
         (incorporated herein by reference to Exhibit 4.1 to the
         Company's Form 10-K for the fiscal year ended December 31,
         1995)

 4.4     Rights Agreement, dated as of July 6, 1995, between Belden
         Inc. and First Chicago Trust Company of New York, as Rights
         Agent; Boatmen's Trust Company has superseded First Chicago
         Trust Company of New York as Rights Agent (incorporated
         herein by reference to Exhibit 1 to the Company's
         Registration Statement on Form 8-A filed with the Commission
         and effective on July 25, 1995)
 4.5     Belden Inc. Non-Employee Director Stock Plan

 5.1     Opinion of Kevin L. Bloomfield on the legality of securities
         being issued

 23.1    Consent of Ernst & Young LLP

 23.2    Consent of Kevin L. Bloomfield (included in Exhibit 5.1)

 24.1    Powers of Attorney from Members of Board of Directors of
         Belden Inc.