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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 4

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(h) of the Investment Company Act of 1940

o	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b)

Name and Address of ReportingPerson* (Last, First, Middle)

Issuer Name and Ticker orTrading Symbol

I.R.S. Identification Number of ReportingPerson, if an entity (Voluntary)

Staples, Cathy O.

Belden Inc. (BWC)

Johnson, Stephen H.

Belden Inc. (BWC)

7701 Forsyth Blvd., Suite 800

Statement for (Month/Day/Year)

If Amendment, Date of Original (Month/Day/Year)

February 20, 2003

(Street)

Relationship of Reporting Person(s) to Issuer (Check All Applicable)

Individual or Joint/Group Filing(Check Applicable Line)

St. Louis, MO 63105 (City) (State) (Zip)

Director

10% Owner

Form filed by One Reporting Person

Officer (give title below)

Form filed by More than One Reporting Person

Other (specify below)

VP, Human Resources

Treasurer

Reminder:		Report on a separate line for each class of securities beneficially owned directly or indirectly.

*		If the form is filed by more than one reporting person, see instruction 4(b)(v).

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

Title of Security(Instr. 3)

Transaction Date(Month/Day/Year)

2a.

Deemed ExecutionDate, if any.(Month/Day/Year)

Transaction Code(Instr. 8)

Securities Acquired (A)or Disposed of (D)(Instr. 3, 4 and 5)

Amount of SecuritiesBeneficially OwnedFollowing Reported Transactions(s)(Instr. 3 and 4)

OwnershipForm:Direct (D) orIndirect (I)(Instr. 4)

Nature ofIndirectBeneficialOwnership(Instr. 4)

Code

Amount

(A)or(D)

Price

Common Stock***

2/18/03

62,000

2410,~~825~~395

2,739

401(k) - as of 12/31/02

2,818

401(k) - as of 12/31/02

Common Stock

2/20/03

1,395

$13.20

9,000

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Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

Title of DerivativeSecurity(Instr. 3)

Conversion or ExercisePrice of DerivativeSecurity

TransactionDate(Month/Day/Year)

3a.

Deemed ExecutionDate, if any(Month/Day/Year)

TransactionCode(Instr. 8)

Number of Derivative SecuritiesAcquired (A) or Disposed of (D)(Instr. 3, 4 and 5)

Code

(A)

(D)

Belden Inc. (Stock Option - Right to Buy)****

13.30

2/18/03

103,~~000~~500

Page 3

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned — Continued(e.g., puts, calls, warrants, options, convertible securities)

Date Exercisable andExpiration Date(Month/Day/Year)

Title and Amount of Underlying Securities(Instr. 3 and 4)

Price of DerivativeSecurity(Instr. 5)

Number of DerivativeSecurities Beneficially OwnedFollowing Reported Transaction(s) (Instr. 4)

10.

Ownership Form of Derivative Security:Direct (D) or Indirect (I)(Instr. 4)

11.

Nature ofIndirectBeneficialOwnership(Instr. 4)

DateExercisable

ExpirationDate

Title

Amount orNumber ofShares

2/18/04

2/18/13

Common Stock

103,~~000~~500

9342,~~000~~500

Explanation of Responses:

*** Grant of restricted shares made by the Compensation Committee of the Board of Directors of the Company under the 2003 Belden Inc. Long-Term Incentive Plan ("2003 Plan"), following approval of the plan by the Board of Directors on 2/18/03. Grant is subject to shareholder approval of the 2003 Plan at the Company's 5/06/03 annual shareholders' meeting.

**** Granted by the Compensation Committee of the Board of Directors under the Belden Inc. Long-Term Incentive Plan. The price reflects the average of the high and low on 2/18/03, the deemed option grant date price.

/s/ Cathy O. Staples		February 20, 2003
/s/ Stephen H. Johnson		February 20, 2003
**Signature of Reporting Person		Date

**		Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note:		File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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