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<ACCESSION-NUMBER>0000950137-05-006216
<TYPE>8-K
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<ITEMS>1.01
<ITEMS>5.02
<ITEMS>9.01
<FILING-DATE>20050519
<DATE-OF-FILING-DATE-CHANGE>20050519
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>BELDEN CDT INC.
<CIK>0000913142
<ASSIGNED-SIC>3357
<IRS-NUMBER>363601505
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
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<BUSINESS-ADDRESS>
<STREET1>BELDEN CDT INC.
<STREET2>7701 FORSYTH BOULEVARD, SUITE 800
<CITY>ST. LOUIS
<STATE>MO
<ZIP>63105
<PHONE>314-854-8000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>BELDEN CDT INC.
<STREET2>7701 FORSYTH BOULEVARD, SUITE 800
<CITY>ST. LOUIS
<STATE>MO
<ZIP>63105
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>CABLE DESIGN TECHNOLOGIES CORP
<DATE-CHANGED>19931006
</FORMER-COMPANY>
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<FILENAME>c95474e8vk.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>
================================================================================


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                -----------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         Date of report (Date of earliest event reported): May 17, 2005


                                 Belden CDT Inc.
                                -----------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)


<TABLE>
<CAPTION>
              Delaware                               001-12561                             36-3601505
              ---------                      -----------------------            --------------------------------
   <S>                                       <C>                                <C>
   (State or other jurisdiction of           (Commission File Number)           (IRS Employer Identification No.)
           incorporation)
</TABLE>


                        7701 Forsyth Boulevard, Suite 800
                            St. Louis, Missouri 63105
          -----------------------------------------------------------
          (Address of Principal Executive Offices, including Zip Code)


                                 (314) 854-8000
              ----------------------------------------------------
              (Registrant's telephone number, including area code)



                                       n/a
          ------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if this Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]     Written communications pursuant to Rule 425 under the Securities Act
        (17 CFR 230.425)

[ ]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act
        (17 CFR 240.14a-12)

[ ]     Pre-commencement communications pursuant to Rule 14d-2(b) under the
        Exchange Act (17 CFR 240.14d-2(b))

[ ]     Pre-commencement communications pursuant to Rule 13e-4(c) under the
        Exchange Act (17 CFR 240.13e-4(c))

================================================================================
<PAGE>



                                TABLE OF CONTENTS




Item 1.01 Entry Into a Material Definitive Agreement.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Item 9.0  Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
  10.01  Non-Employee Director Restricted Stock Award Agreement.


                                       2
<PAGE>


         ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         The compensation of non-employee directors includes an annual award of
2,500 restricted shares of the Company's common stock. On May 17, 2005, the
Board of Directors of the Company approved an award of 2,500 shares of
restricted stock to be issued under the Cable Design Technologies Corporation's
2001 Long-Term Performance Incentive Plan ("Plan"), effective May 18, 2005, to
each of the following non-employee directors: Bryan C. Cressey, Lorne D. Bain,
Lance C. Balk, Christopher I. Byrnes, Michael F.O. Harris, Glenn Kalnasy,
Ferdinand C. Kuznik, John M. Monter, and Bernard G. Rethore. The terms of each
award are evidenced by a Non-Employee Director Restricted Stock Award Agreement,
which is included as an exhibit to this Form 8-K. The restricted stock cannot be
sold or otherwise disposed of before the director's departure from the Board of
the Company. The award may be forfeited in the event the director is removed
from the Board for cause. Other provisions apply in the event of the disability
or death of the director or the sale of all or substantially all of the assets
of the Company or the merger of the Company pursuant to Section 14 of the Plan.

         On May 17, 2005, the Company issued a press release noting that C.
Baker Cunningham, its president and chief executive officer, has decided to
moderately accelerate plans for his expected retirement in 2006 at age 65. The
Board, through its succession planning committee, has engaged an executive
search firm to identify CEO candidates. Mr. Cunningham would intend to remain in
his current position with the Company during any transition to its new CEO. Mr.
Cunningham's Change of Control Employment Agreement, dated as of July 31, 2001,
as amended by the First Amendment dated as of June 28, 2004, has been modified
to confirm his right to receive the benefits of such agreement as a Covered
Termination upon his leaving the Company. Mr. Cunningham's retention award
letter agreement, dated as of June 28, 2004, has been modified to provide that
if his retirement occurs before July 15, 2006, then the unpaid cash award under
such letter agreement will be paid upon such retirement, and the unvested
portion of the restricted stock award under such letter agreement will vest upon
such retirement. In addition, such letter agreement modification confirms that
all other unvested restricted stock and stock options vest upon Mr. Cunningham's
retirement, whether before or after July 15, 2006.

         In connection with Richard K. Reece's returning to the position of
Chief Financial Officer and Vice President, Finance of Belden Inc. (now, Belden
CDT Inc.), he entered into an agreement with Belden Inc. ("Letter Agreement").
The Letter Agreement, among other things, provides that if Mr. Reece no longer
reports directly to Mr. Cunningham, he may elect to leave the Company and have
the right to receive severance payments paid over twelve months equal to his
then current base salary and the greater of his current target bonus or his most
recent actual bonus. The Letter Agreement has been modified to provide that the
period for which Mr. Reece may make such election has been extended from thirty
days to six months from the date he would no longer report directly to Mr.
Cunningham. In addition, Mr. Reece's retention award letter agreement, dated as
of June 28, 2004, has been modified to provide that if he were to elect to leave
the Company in the event he were no longer reporting directly to Mr. Cunningham
and if his departure from the Company were to occur before July 15, 2006, then
he would receive the last one-third of his cash award and restricted stock award
payable under such letter agreement on July 15, 2006.

ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.

         On May 17, 2005, the Company issued a press release noting that C.
Baker Cunningham, its president and chief executive officer, has decided to
moderately accelerate plans for his expected retirement in 2006 at age 65. The
Board, through its succession planning committee, has engaged an executive
search firm to identify CEO candidates. Mr. Cunningham would intend to remain in
his current position with the Company during any transition to its new CEO.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

         (c) EXHIBITS.

         10.01  NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT.


                                       3
<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 hereunto duly authorized.


                                              BELDEN CDT INC.


Date: May 19, 2005                            By:/s/Kevin L. Bloomfield
                                                 ----------------------
                                                    Kevin L. Bloomfield


                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.01
<SEQUENCE>2
<FILENAME>c95474exv10w01.txt
<DESCRIPTION>NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT
<TEXT>
<PAGE>
[Belden CDT Logo]
                                                                   EXHIBIT 10.01

                          NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT


GRANTED TO:    GRANT DATE      NUMBER OF SHARES OF BELDEN CDT INC. COMMON STOCK
               MAY 18, 2005                                 2,500

This Agreement is made between Belden CDT Inc., a Delaware corporation, having
its principal office in St. Louis, Missouri (the "Company"), and the
undersigned, a non-employee director of the Company.

The parties have agreed as follows:

1.       Pursuant to the 2001 Cable Design Technologies Corporation Long-Term
         Performance Incentive Plan (the "Plan"), the Company grants to the
         director a restricted stock award in the number of shares of the
         Company's common stock, par value $.01 per share, noted above (the
         "Restricted Shares"), on the grant date, subject to the following
         conditions and the terms and conditions of the Plan:

         (a)      Transfer Restrictions. The Restricted Shares shall not be
                  sold, exchanged, transferred, pledged, or otherwise disposed
                  of before the director's departure from the Board of Directors
                  of the Company ("Transfer Restrictions"). The grant is subject
                  to forfeiture in the event the director is removed from the
                  Board for cause.

         (b)      Disability/Death. In the event of disability or death of the
                  director during continued service with the Company, the
                  Transfer Restrictions shall lapse and be of no further force
                  or effect and the shares shall be deemed fully vested.

         (c)      Transferability. Prior to the lapsing of the Transfer
                  Restrictions, no Restricted Shares shall be transferable by
                  the director except pursuant to a qualified domestic relations
                  order (as defined by the Internal Revenue Code).

         (d)      Sale of Assets/Merger. In the event of a proposed sale of all
                  or substantially all of the assets of the Company or the
                  merger of the Company pursuant to Section 14 of the Plan, the
                  restrictions applicable to all shares of Restricted Shares
                  shall lapse and such shares shall be deemed fully vested.

         The Board of Directors or the Compensation Committee (the "Committee")
         has the discretion to determine whether to issue share certificates for
         any Restricted Shares (or to make a book-entry transfer for uncertified
         shares) awarded to the director while they are subject to any Transfer
         Restrictions. Thereafter, the director will be entitled to receive
         share certificates (or in the Company's discretion such book-entry
         shall be made) for such shares.

2.       Subject to the Transfer Restrictions, the director shall have all of
         the rights of a shareholder of the Company with respect to such
         Restricted Shares, including the right to vote such Restricted Shares
         and to receive all dividends or other distributions paid with respect
         to such Restricted Shares.

3.       To the extent the issuance of Restricted Shares or the lapse of
         Transfer Restrictions results in the receipt of compensation to the
         director, the Company is authorized to withhold from any cash
         compensation then or thereafter payable to the director any tax
         required to be withheld by reason of the receipt of compensation
         resulting from the award, the issuance of shares or the lapse of the
         Transfer Restrictions.

4.       The director agrees to take any action, and consents to taking such
         action by the Company, with respect to the Restricted Shares awarded by
         this Agreement to achieve compliance with applicable laws or
         regulations. Any determination by the Company's legal counsel with
         respect to such need for any action to achieve compliance shall be
         final and binding.

5.       The Committee shall have authority, subject to the express provisions
         of the Plan, to construe this Agreement and the Plan, to establish,
         amend and rescind rules and regulations relating to the Plan, and to
         make all other determinations in the judgment of the Committee
         necessary or desirable for the administration of the Plan. The
         Committee may correct any defect or supply any omission or reconcile
         any inconsistency in the Plan or in this Agreement in the manner and to
         the extent it shall deem expedient to carry out the purpose of the
         Plan. All action by the Committee under the provisions of this
         paragraph shall be final and binding for all purposes.


6.       This Agreement shall be construed and enforced in accordance with the
         laws of Delaware, other than any choice of law provisions calling for
         the application of the laws of another jurisdiction.

THE RESTRICTED SHARES GRANTED UNDER THIS AGREEMENT ARE SUBJECT TO THE COMPANY'S
REGISTERING THE SHARES UNDER APPLICABLE SECURITIES LAWS.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate
as of the Grant Date first above written.

BELDEN CDT INC.




By
   ---------------------------------------
     C. Baker Cunningham
     President and Chief Executive Officer




Accepted:
         ---------------------------------
                (Director's Signature)
</TEXT>
</DOCUMENT>
</SUBMISSION>
