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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 Reporting
Person* (Last, First, Middle)

Issuer Name and Ticker or
Trading Symbol

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

Matz, Robert W.

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)

President, Belden Communications Div.

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 Execution
Date, if any.
(Month/Day/Year)

Transaction Code
(Instr. 8)

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

Amount of Securities
Beneficially Owned
Following Reported
Transactions(s)
(Instr. 3 and 4)

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

Nature of
Indirect
Beneficial
Ownership
(Instr. 4)

Code

Amount

(A)
or
(D)

Price

Common Stock***

2/18/03

6,000

11,000

343

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

Page 2

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

Title of Derivative
Security
(Instr. 3)

Conversion or Exercise
Price of Derivative
Security

Transaction
Date
(Month/Day/Year)

3a.

Deemed Execution
Date, if any
(Month/Day/Year)

Transaction
Code
(Instr. 8)

Number of Derivative Securities
Acquired (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

10,000

Page 3

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

Date Exercisable and
Expiration Date
(Month/Day/Year)

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

Price of Derivative
Security
(Instr. 5)

Number of Derivative
Securities Beneficially Owned
Following Reported Transaction(s)
(Instr. 4)

10.

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

11.

Nature of
Indirect
Beneficial
Ownership
(Instr. 4)

Date
Exercisable

Expiration
Date

Title

Amount or
Number of
Shares

2/18/04

2/18/13

Common Stock

10,000

20,000

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/ Robert W. Matz		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.

Page 4

MATZ ROBERT W 4