SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM 10-Q

     (Mark One)

      X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY
PERIOD ENDED June 29, 1996 OR

     ___  TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION
PERIOD FROM _______ TO _________

     Commission file number 0-20388
                                
                         LITTELFUSE, INC.
     (Exact name of registrant as specified in its charter)

                   Delaware
36-3795742
   (State or other jurisdiction                        (I.R.S.
Employer
   of incorporation or organization)
Identification No.)

        800 East Northwest Highway
        Des Plaines, Illinois
60016
  (Address of principal executive offices)             (Zip Code)

          Registrant's telephone number, including area code:
                                        (847) 824-1188


      Indicate by check mark whether the Registrant (1) has filed
all  reports required to be filed by Section 13 or 15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.  Yes X   No

      Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13  or
15(d)  of the Securities Exchange Act of 1934 subsequent  to  the
distribution of securities under a plan confirmed by a court.
                                                  Yes X    No

      As of June 29, 1996, 9,969,579 shares of common stock, $.01
par  value, of the Registrant and warrants to purchase  2,093,734
shares  of  common stock, $.01 par value, of the Registrant  were
outstanding.

TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION

                                                                        PAGE

Item 1.   Consolidated Condensed (unaudited) Statements of
          Income, Financial Condition, and Cash Flows
          and Notes to the Consolidated Financial Statements ............1

Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations..................6


PART II - OTHER INFORMATION


Item 4.   Submission  of Matters to a Vote of  Security-Holders..........9

Item 6.   Exhibits and Reports on Form 8-K..............................10
           
                     
Part I - Financial                                               
Information
                                                                 
Item 1.                        CONSOLIDATED CONDENSED
                              STATEMENTS OF OPERATIONS
                         (In thousands, except per share data)
                                    (unaudited)
                                                              
                                                              
                                                                 
                                                                 
                                     For the Three          For the Six
                                     Months Ended           Months Ended
                                  June 29,  June 30,     June 29,  June 30,
                                    1996      1995         1996      1995
                                                              
Net sales                         $ 60,843  $ 56,949     $119,921  $112,403
                                                                 
Cost of sales                       35,996    33,724       70,962    66,416
                                                                 
  Gross profit                      24,847    23,225       48,959    45,987
                                                                  
Selling, administrative                                           
and general expenses                13,507    12,388       26,969    24,765
Amortization of intangibles          1,766     1,630        3,530     3,261
                                                                 
  Operating income                   9,574     9,207       18,460    17,961
                                                                 
Interest expense                     1,185     1,083        2,164     2,257
Other income, net                     (105)      (67)        (362)     (172)
                                                                 
  Income before income taxes         8,494     8,191       16,658    15,876
                                                                 
Income taxes                         3,058     2,946        5,997     5,636
                                                                 
  Net income                      $  5,436  $  5,245     $ 10,661  $ 10,240
                                                                 
Net income per share              $   0.46  $   0.42     $   0.88  $   0.82
                                                                 
Weighted average number of common 
 and common equivalent shares   
  outstanding                       11,894    12,498       12,155    12,439


                                
                                
                                1



                                 CONSOLIDATED CONDENSED
                          STATEMENTS OF FINANCIAL CONDITION
                                   (In thousands)
                                                              
                                                 June 29,        Dec. 31,
                                                   1996            1995
                                                (Unaudited)
ASSETS                                                            
Current Assets:                                                   
  Cash and cash equivalents                     $  1,891        $  1,308
  Accounts receivable                             37,765          29,722
  Inventories                                     30,337          30,076
  Deferred income taxes                            1,336           1,336
  Prepaid expenses and other                       2,528           2,581
Total current assets                              73,857          65,023
                                                                  
Property, plant, and equipment, net               61,561          61,229
                                                           
Reorganization value, net                         46,543          48,056
                                                                  
Patents and other identifiable                                    
intangible assets, net                            25,887          27,971
                                                                  
Prepaid pension cost and other assets              3,572           2,907
                                                                  
                                                $211,420        $205,186

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:                                              
  Accounts payable and accrued expenses           28,676          27,390
  Accrued income taxes                            10,900           8,362
  Current portion of long-term debt               10,267          10,065
Total current liabilities                         49,843          45,817
                                                                  
Long-term debt, less current portion              54,598          40,804
Deferred income taxes                              4,637           4,615
Minority Interest                                    403             568
                                                                  
Shareholders' equity:                                             
  Preferred stock, par value $.01 per share:
  1,000,000 shares authorized; no shares issued
  and outstanding                                      _               _
  Common stock, par value $.01 per share:
  19,000,000 shares authorized; 9,969,579
  and 10,086,000 shares issued and outstanding       101             102
  Cost of Treasury Stock, 1996 - 293,130 shares;
    1995 - 110,000 shares                         (9,542)         (3,533)
  Additional paid-in capital                      56,762          72,364
  Notes receivable - common stock                   (571)           (571)
  Foreign translation adjustment                    (619)           (120)
  Retained earnings                               55,808          45,140
Total shareholders' equity                      $101,939        $113,382
                                                                  
                                                $211,420        $205,186
                                2
                                

                               CONSOLIDATED CONDENSED
                               STATEMENTS OF CASH FLOWS
                                   (In thousands)
                                     (unaudited)
                                                                  
                                                                  
                                                                  
                                                                  
                                      For the Three         For the Six
                                      Months Ended          Months Ended   
             
                                   June 29,  June 30,    June 29,  June 30,
                                     1996     1995         1996      1995
                                                       
Operating activities:                                                
Net income                        $  5,436   $  5,245    $ 10,661  $ 10,240
  Adjustments to reconcile                                           
   net income to net cash provided
    by operating activities:
      Depreciation                   3,372      2,848       6,498     5,564
      Amortization                   1,746      1,631       3,530     3,262
      Provision for bad debts          117        153         214       246
      Deferred income taxes             22          -          22         -
      Minority interest                (71)         -        (141)        -
  Changes in operating assets                                        
   and liabilities:
      Accounts receivable           (2,293)    (1,092)     (8,586)   (6,897)
      Inventories                     (302)       743        (568)    1,619
      Accounts payable and                                           
       accrued expenses              1,162        326       1,441      (271)
      Other, net                       819        659       2,853     3,015
Net cash provided by 
 operating activities               10,008     10,513      15,924    16,778
                                                                     
Cash used in investing                                               
activities:
  Purchases of property,plant, and
    equipment, net                  (4,336)    (4,443)     (7,004)   (6,827)
                                        
Cash used in financing activities:
  Proceeds/(payments) of
   long-term debt, net              11,987     (5,517)     13,957    (9,533)
  Proceeds from exercise of                                          
   stock options                       780        841       1,083       857
  Purchase of common stock                                           
   and warrants                    (16,731)         -     (22,740)        -
  Other, net                          (654)      (680)       (654)     (714)
                                                                     
                                    (4,618)    (5,356)     (8,354)   (9,390)
                                        
Effect of exchange rate                                              
 changes on cash                        27        (17)         17        64
                                                                     
Increase in cash                                                     
 and cash equivalents                1,081        697         583       625
                                                                     
Cash and cash equivalents at                                         
 beginning of period                   810      1,190       1,308     1,262
                                                                     
Cash and cash equivalents at                                         
end of period                       $1,891     $1,887      $1,891    $1,887
                                

3 Notes to Consolidated Condensed Financial Statements (Unaudited) June 29, 1996 1. Basis of Presentation Littelfuse, Inc. and its subsidiaries (the "Company") are the successors in interest to the components business previously conducted by subsidiaries of Tracor Holdings, Inc. ("Predecessor"). The Company acquired its business as a result of the Predecessor's reorganization activities concluded on December 27, 1991. The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting solely of normal recurring items, considered necessary for a fair presentation have been included. Operating results for the period ended June 29, 1996 are not necessarily indicative of the results that may be expected for the fiscal year ending December 29, 1996. For further information, refer to the Company's consolidated financial statements and the notes thereto as of December 31, 1995, included in the Company's Annual Report on Form 10-K. Beginning in 1996, the Company changed its fiscal year end to the Saturday nearest December 31 and reports its quarterly interim financial information on the basis of periods of thirteen weeks. Previously the Company reported on a calendar year and quarter basis. The consolidated condensed statements of operations and cash flows for the three months ended June 29, 1996 are for the period from March 30, 1996 to June 29, 1996. 2. Inventories The components of inventories are as follows (in thousands): June 29, December 31, 1996 1995 Raw material $ 8,934 $ 8,823 Work in process 3,366 3,445 Finished goods 18,037 17,808 Total $30,337 $30,076 3. Per Share Data Net income per share amounts for the three months and six months ended June 29, 1996 and 1995 are based on the weighted average number of common and common equivalent shares outstanding during the periods as follows (in thousands, except per share data): 4 Three months ended Six months ended June 29, June 30, June 29, June 30, 1996 1995 1996 1995 Average shares outstanding 9,946 10,121 9,974 10,106 Net effect of dilutive stock options and warrants - Primary 1,948 2,377 2,181 2,333 - Fully diluted 1,948 2,377 2,200 2,362 Average shares outstanding - Primary 11,894 12,498 12,155 12,439 - Fully diluted 11,894 12,498 12,174 12,468 Net income $ 5,436 $ 5,245 $10,661 $10,240 Net income per share $ .46 $ .42 $ .88 $ . 82 4. Long-term Debt The Company concluded a financing package on August 31, 1993. The package consists of $45,000,000 of Senior Notes issued pursuant to a Note Purchase Agreement which requires annual principal payments of $9,000,000 payable annually beginning August 31, 1996 through August 31, 2000. The package also includes a bank Credit Agreement which provides an open revolver line of credit of $65,000,000 less current borrowings subject to a maximum indebtedness calculation and other traditional covenants. No revolver principal payments are required until the line matures on August 31, 2000. At June 29, 1996 the Company had available $48.5 million of borrowing capability under the revolver facility. 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Sales increased 7 percent the second quarter of 1996 compared to the second quarter of 1995. Sales were $60.8 million for the quarter or $3.9 million higher than the second quarter of last year. Operating income increased to $9.6 million for the quarter compared to $9.2 million the second quarter of last year. Net income was $5.4 million or $0.46 per share the second quarter of 1996 compared to $5.2 million or $0.42 per share the second quarter of 1995. Cash flow from operations was $10.0 million the second quarter of 1996. The Company repurchased 665,500 warrants for $16.7 million and made capital investments of $4.3 million the second quarter of 1996. As a result, long-term debt increased $12.0 million in the quarter. The total long-term debt to equity ratio was 0.64 to 1 at June 29, 1996 compared to 0.45 to 1 at year end 1995 and 0.52 to 1 at June 30, 1995. Second Quarter, 1996 Littelfuse enjoyed a sales increase of 7 percent to $60.8 million this year from $56.9 million last year. The gross margin was unchanged at 40.8 percent the second quarter of both years. Operating income decreased to 15.7 percent of sales the second quarter this year compared to 16.2 percent last year. Net income increased 4 percent or slightly less than sales to $5.4 million this year compared to $5.2 million last year. Earnings per share increased 10% or slightly more than sales to $0.46 compared to $0.42 due to fewer equivalent shares outstanding related to our share repurchase program. Second quarter 1996 sales grew $3.9 million compared to the same quarter last year. Very strong consumer electronics market sales spurred 27 percent sales growth in the Asia Pacific region. Sales grew 4 percent in local currency and declined 5 percent in dollars in the European Community with strong automotive OEM sales and slightly lower electronics sales. Currency changes reduced sales approximately $0.8 million compared to last year. Respectable automotive and power fuse sales spurred 4 percent sales growth in North America. Electronic sales grew to $28.4 million in the second quarter 1996 from $27.0 million the same quarter of last year for an increase of $1.4 million or 5 percent. Sales were particularly strong in consumer electronics in Asia Pacific although they were weaker in North America, Europe and personal computers market in Asia Pacific. Automotive sales grew to $23.8 million in the second quarter 1996 from $22.0 million the same quarter last year for an increase of $1.8 million or 8 percent. The European automotive OEM, the North American automotive OEM and aftermarket businesses were relatively strong though slower than the first quarter. Power fuse sales grew to $8.6 million in the second quarter 1996 from $8.0 million the same quarter last year for an increase of $0.6 million or 8 percent. The Company believes that its electrical business sales continue to grow faster than the electrical industry in general. 6 Gross profit was $24.8 million or 40.8 percent of sales for the second quarter 1996 compared to $23.2 million or 40.8 percent last year. North America gross margins improved compared to last year, while Europe declined slightly due to currency and Asia Pacific declined slightly due to the start up of the China operations and the assimilation of the Korean operations. Selling, general and administrative expenses were $13.5 million or 22.2 percent of sales for the second quarter 1996, compared to $12.4 million or 21.8 percent of sales for the same quarter last year. Selling expenses accounted for approximately two thirds of the expenses both quarters. The S,G&A expenses as a percent of sales increased only slightly despite greater investment in foreign sales effort and new system implementation activities. The amortization of the reorganization value and other intangibles was 2.9 percent of sales for the second quarter of both years. Total S,G&A expenses including intangibles amortization were 25.1 percent of sales the second quarter 1996 compared to 24.6 percent the same quarter last year. Operating income was $9.6 million or 15.7 percent of sales for the second quarter 1996 compared to $9.2 million or 16.2 percent last year. Interest expense was $1.2 million for the second quarter 1996 compared to $1.1 million last year due to the repurchasing of the Company's warrants. Other income, net was $0.1 million both quarters. Income before taxes was $8.5 million for the second quarter 1996 compared to $8.2 million last year. Income taxes were $3.1 million with an effective tax rate of 36 percent for the second quarter 1996 compared to $2.9 million with an effective tax rate of 36 percent the second quarter of last year. Net income for the second quarter 1996 was $5.4 million or $0.46 per share compared to $5.2 million or $0.42 per share last year. Six Months, 1996 Sales increased 7 percent for the first half of 1996 to $120.0 million from $112.4 million the first half of last year. Cash provided by operations before interest expense was $17.1 million and after interest expense was $15.9 million. The sales trend in automotive has been very strong the first two quarters of 1996. However, electronics sales were noticeably lower in the first half of this year compared to the first half of last year. First half electronic sales were up 4 percent at $55.5 million compared to $53.6 million last year. Asia Pacific Japan business has been very strong while the rest of Asia Pacific, North America and Europe have been noticeably weaker primarily due to lower production of personal computer and related electronics items. Automotive sales were up 11 percent at $47.9 million compared to $43.1 million last year. European auto sales growth has been slightly stronger than domestic auto sales growth so far this year. Power fuse sales were up 6 percent to $16.6 million from $15.6 million last year. This business has benefited from market share gains. 7 The gross profit was 40.8 percent for the first half 1996 compared to 40.9 percent the first half of last year. The slight decrease resulted from our European currency effects and Asia Pacific expansion in China and Korea. North America margins have improved this year due to favorable mix and tight operating expense control. Selling, general and administrative expenses were 22.5 percent of sales for the first half 1996 compared to 22.0 percent of sales last year. The increases are due to sales growth being slightly less than the planned S,G &A expense increases, since our plan assumed higher sales growth than we have actually achieved. The amortization of intangibles was 2.9 percent of sales for the first half of both years. Total S,G & A expenses including intangibles amortization were 25.4 percent of sales the first half 1996 compared to 24.9 percent of sales the first half of last year. Operating income was $18.5 million or 15.4 percent of sales the first half 1996 compared to $18.0 million or 16.0 percent last year. Interest expense was $2.2 million the first half 1996 compared to $2.3 million last year. Other income, net was $0.4 million the first half of 1996 and $0.2 million the first half of 1995. As a result, income before taxes was $16.7 million the first half 1996 compared to $15.9 million the first half of last year. Income taxes were $6.0 million the first half 1996 compared to $5.6 million last year. Net income the first half 1996 was $10.7 million or $.88 per share compared to $10.2 million or $.82 per share last year. Liquidity and Capital Resources Assuming no material adverse changes in market conditions or interest rates, management expects that the Company will have sufficient cash from operations to support both its operations and its current debt obligations for the foreseeable future. Littelfuse started the 1996 year with $1.3 million of cash. Net cash provided by operations was $15.9 million for the first half. Cash used to invest in property, plant and equipment was $7.0 million. Cash used to repurchase stock and warrants was $22.7 million, proceeds of option exercises were $1.1 million, proceeds of bank debt were $13.9 and other long-term items were $0.7 million for net financing of $8.4 million use of cash. The net of cash provided by operations, less investing activities, less financing activities resulted in an increase in cash of $0.6 million. This left the Company with a cash balance of approximately $1.9 million at June 29, 1996. The ratio of current assets to current liabilities was 1.5 to 1 at the end of the second quarter 1996 compared to 1.4 to 1 at year end 1995 and 1.4 to 1 at the end of the second quarter 1995. The days sales in receivables was approximately 56 days at the end of the second quarter 1996 compared to 52 days at year end 1995 and 52 days at the end of the second quarter 1995. The 8 increase in days sales in receivables is primarily due to the strong foreign sales (which have longer payment terms) and higher sales the second half of the quarter. The inventory turnover rate was approximately 4.8 turns at the end of the second quarter 1996 compared to 4.1 turns at year end 1995 and 5.1 turns at the end of the second quarter 1995. The Company's capital expenditures were $7.0 million for the first half 1996. The Company expects that capital expenditures, which will be primarily for new machinery and equipment, will be approximately $17.5 million in 1996. The ratio of total long- term debt to equity was 0.64 to 1 at the end of the first half 1996 compared to 0.45 to 1 at year end 1995. The long-term debt at the end of the first half 1996 consists of four types totaling $64.9 million. They are as follows: (1) private placement notes totaling $45.0 million, (2) bank revolver facility totaling $16.5 million, (3) notes payable relating to income taxes and mortgages totaling $1.3 million, and (4) other long-term debt totaling $2.1 million. These four items are offset by $10.3 million of the bank revolver, tax notes and mortgage notes, which are considered to be current. This leaves net long-term debt totaling $54.6 million at June 29, 1996. The private placement notes carry an interest rate of 6.31 percent and the revolver debt carries an interest rate of prime or LIBOR plus 0.625%, which currently is approximately 6.2%. The Company had available at June 29, 1996, a revolver facility of $65.0 million of which $16.5 million was being used at June 29, 1996. The Company also has a $3.0 million letter of credit facility of which approximately $1.9 million was being used at June 29, 1996. Other Matters The Company and LaSalle National Bank, as Rights Agent, entered into a First Amendment to Littelfuse Rights Plan Agreement on August 1, 1996. The First Amendment (attached hereto as Exhibit 4.0) amends the definition of "Acquiring Person" in Section 1(a) of the Rights Plan by providing that, for purposes of calculating the threshold 15% of outstanding Common Shares, included in the total number of Common Shares shall be the number of Common Shares which may be purchased upon exercise of then outstanding Warrants. The Warrants to purchase Common Shares of the Company were issued pursuant to the Warrant Agreement dated December 20, 1991 between the Company and LaSalle National Trust, N.A., as Warrant Agent. PART II - OTHER INFORMATION Item 4: Submission of Matters to a Vote of Security - Holders The annual meeting of stockholders of Littelfuse, Inc. (the "Company") was held on April 26, 1996. The following matters were voted upon at this annual meeting and the results of such vote are provided below: 9 1. Election of five nominees to the Board of Directors to serve terms of one year or until their successors are elected: (i) Howard B. Witt Withhold Broker For 7,936,804 Authority 46,086 Abstentions Nonvotes (ii) Anthony Grillo Withhold Broker For 7,937,404 Authority 45,486 Abstentions Nonvotes (iii) Bruce A. Karsh Withhold Broker For 7,937,504 Authority 45,386 Abstentions Nonvotes (iv) John E. Major Withhold Broker For 7,937,504 Authority 45,386 Abstentions Nonvotes (v) John J. Nevin Withhold Broker For 7,929,704 Authority 53,186 Abstentions Nonvotes 2. Approval and ratification of the Directors' appointment of Ernst & Young LLP as the Company's independent auditors for the year ending December 31, 1996 Broker For 7,972,015 Against 3,850 Abstentions 7,025 Nonvotes Item 6: Exhibits and Reports on Form 8-K (a) Exhibit 4.0 - First Amendment to Littelfuse Rights Plan Agreement (Littelfuse Rights Plan Agreement filed as Exhibit 1 to Form 8-A filed December 4,1996 (File No. 0-20388)) (b) There were no reports on Form 8-K during the quarter ended June 29, 1996. 10 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q for the quarter ended June 29, 1996, to be signed on its behalf by the undersigned thereunto duly authorized. Littelfuse, Inc. Date: August 14, 1996 By /s/ James F. Brace James F. Brace Vice President, Treasurer, and Chief Financial Officer (As duly authorized officer and as the principal financial and accounting officer) 11

                                  -2-
                                  -1-
                                                       Exhibit 4.0
First Amendment
To
Littelfuse Rights Plan Agreement
This First Amendment is made and entered into as of the 1st day
of August, 1996, by and between Littelfuse, Inc., a Delaware
corporation (hereinafter referred to as the OCompanyO), and
LaSalle National Bank, as Rights Agent (hereinafter referred to
as the ORights AgentO);

W i t n e s s e t h:
Whereas, the Company and the Rights Agent have heretofore
executed that certain Littelfuse Rights Plan Agreement dated as
of December 15, 1995 (hereinafter referred to as the ORights
PlanO); and
Whereas, the Company and the Rights Agent wish to amend the
Rights Plan in certain respects, all in accordance with the terms
and provisions hereof;
Now, Therefore, in consideration of the premises and other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged and confessed, the parties hereto hereby
agree as follows:
1.   The definition of OAcquiring PersonO contained in the Rights
Plan is hereby amended by adding the following language to the
end of the first sentence of Section 1(a) of the Rights Plan:
; provided, however, that for purposes of calculating said 15%,
there shall be included in the number of Common Shares of the
Company then outstanding the number of Common Shares of the
Company into which the then outstanding Warrants to purchase
Common Shares of the Company issued pursuant to that certain
Warrant Agreement dated December 20, 1991, between the Company
and LaSalle National Trust, N.A., as Warrant Agent, are then
exercisable.
2.   Except as specifically amended hereby the Rights Plan shall
remain unchanged and continue in full force and effect.
In Witness Whereof, the parties hereto have executed this First
Amendment to Littelfuse Rights Plan Agreement as of the day and
year first above written.

Littelfuse, Inc.


By   /s/ James F. Brace
     Its  Vice President, Treasurer & Chief Financial Officer

LaSalle National Bank, as Rights Agent


By   /s/ Laura Mackey
     Its  Assistant Vice President

 

5 0000889331 LITTELFUSE, INC. 1,000 6-MOS DEC-29-1996 JUN-29-1996 $1,891 0 37,765 0 30,337 73,857 61,561 6,498 $211,420 49,843 0 0 0 101 (9,542) $211,420 $60,843 60,843 35,996 0 0 0 2,164 16,658 5,997 0 0 0 0 10,661 0.88 0