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 SEPTEMBER 28, 1996 OR

          TRANSITION REPORT PURSUANT TO SECTION 13 OR 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 September 28, 1996, 9,899,679 shares of common stock, $.01 par 
value, of the Registrant and warrants to purchase 2,091,782 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 Condensed Financial
            Statements ..............................................    1

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


PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K.............................    9



Part I - Financial Information
                                                                           
Item 1.                        CONSOLIDATED CONDENSED
                                STATEMENTS OF INCOME
                          (In thousands, except per share data)
                                   (unaudited)
                                                                      
                                                                      
                                                                           
                                                                           
                              For the Three             For the Nine
                              Months Ended              Months Ended
                          September   September      September  September
                              28,       30,             28,        30,
                             1996      1995            1996       1995
                                                                      
Net sales                 $ 60,483    $ 54,688       $180,404   $167,091
                                                                   
Cost of sales               35,948      32,484        106,910     98,900
                                                                   
  Gross profit              24,535      22,204         73,494     68,191
                                                                   
Selling, administrative                                            
 and general expenses       13,139      12,164         40,108     36,929

Amortization of intangibles  1,763       1,632          5,293      4,893
                                                                   
  Operating income           9,633       8,408         28,093     26,369
                                                                   
Interest expense             1,111       1,019          3,275      3,276
Other income, net             (189)        (99)          (551)      (271)
                                                                   
  Income before income                                             
   taxes                     8,711       7,488         25,369     23,364
                                                                   
Income taxes                 3,136       2,658          9,133      8,294
                                                                   
  Net income              $  5,575    $  4,830       $ 16,236   $ 15,070
                                                                   
Net income per share      $   0.47    $   0.39       $   1.35   $   1.21
                                                                    
  Weighted average number                                         
   of common and common 
    equivalent shares
     outstanding            11,806      12,504         12,036     12,503
                              
                              
                              
                              
                              
                              
                              
                                      1

      
                            CONSOLIDATED CONDENSED
                       STATEMENTS OF FINANCIAL CONDITION
                               (In thousands)
                                                                  
                                             September        December
                                                28,              31,
                                                1996            1995
                                            (Unaudited)                 
ASSETS                                                                  
Current Assets:                                                         
  Cash and cash equivalents               $    544           $  1,308
  Accounts receivable                       40,161             29,722
  Inventories                               31,814             30,076
  Deferred income taxes                      1,336              1,336
  Prepaid expenses and other                 1,924              2,581
Total current assets                        75,779             65,023
                                                               
Property, plant, and equipment, net         62,465             61,229
                                                         
Reorganization value, net                   45,786             48,056
                                                               
Patents and other identifiable                                  
 intangible assets, net                     24,863             27,971
                                                               
Prepaid pension cost and other assets        3,598              2,907
                                                               
                                          $212,491           $205,186
LIABILITIES AND SHAREHOLDERS' EQUITY                           
Current liabilities:                                           
  Accounts payable and accrued          
   expenses                                 29,111             27,390
  Accrued income taxes                      10,832              8,362
  Current portion of long-term debt          9,925             10,065
Total current liabilities                   49,868             45,817
                                                               
Long-term debt, less current portion        52,587             40,804
Deferred income taxes                        4,637              4,615
Minority Interest                              338                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;                                
    9,899,679 and 10,086,000 shares issued 
     and outstanding                           101               102
  Cost of treasury stock, 1996 -                               
   368,130 shares; 1995 - 110,000 shares   (12,203)           (3,533)
  Additional paid-in capital                56,813            72,364
  Notes receivable - common stock             (571)             (571)
  Foreign translation adjustment              (479)             (120)
  Retained earnings                         61,400            45,140
Total shareholders' equity                $105,061          $113,382
                                                               
                                          $212,491          $205,186

                              2

      
                          CONSOLIDATED CONDENSED
                          STATEMENTS OF CASH FLOWS
                              (In thousands)
                                (unaudited)
                                                                        
                                                                        
                                                               
                                                                        
                                  For the Three          For the Nine
                                  Months Ended           Months Ended  
                                September September   September    September
                                28, 1996  30, 1995   28, 1996     30, 1995
                                   
Operating activities:                                                        
Net income                      $ 5,575    $ 4,830   $16,236      $15,070
  Adjustments to reconcile net                                        
  income to net cash provided by                                       
  operating activities:
    Depreciation                  3,634      2,941    10,132        8,505
      Amortization                1,763      1,631     5,293        4,893
      Provision for bad debts       108         61       322          307
      Deferred income taxes          -          -         22          -
      Minority interest             (60)        -       (201)         -
  Changes in operating assets                                         
  and liabilities:
      Accounts receivable        (2,489)     (399)   (11,075)      (7,296)
      Inventories                (1,504)     (118)    (2,072)       1,501
      Accounts payable and                                       
       accrued expenses             146       278      1,887            8
      Other, net                    502      (903)     3,355        2,111
Net cash provided by operating                                        
activities                        7,675     8,321     23,899       25,099
                                                                      
Cash used in investing                                                
activities:
  Purchases of property,                                              
   plant, and equipment, net     (4,418)   (2,740)   (12,376)      (9,567)
                                                                      
Cash used in financing                                                
activities:
  Proceeds/(payments) of long-                                        
   term debt, net                (2,017)   (3,016)    11,940      (12,549)
  Proceeds from exercise of                                           
   stock options                      1       202      1,084        1,059
  Purchase of common stock and                                        
   warrants                      (2,660)   (2,251)   (25,400)      (2,251)
  Other, net                         -        (17)        -          (731)
                                                                      
                                 (4,676)   (5,082)   (12,376)     (14,472)
                                                                      
Effect of exchange rate                                               
changes on cash                      72        (6)        89           58
                                                                      
Increase (decrease) in cash                                           
 and cash equivalents           (1,347)       493       (764)       1,118
                                                                      
Cash and cash equivalents at                                          
 beginning of period             1,891      1,887      1,308        1,262
                                                                      
Cash and cash equivalents at                                          
 end of period                 $   544     $2,380    $   544      $ 2,380

                              
                              
                              3





    Notes to Consolidated Condensed Financial Statements
                         (Unaudited)

                     September 28, 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  September 28, 1996 are  not  necessarily
indicative  of  the  results that may be  expected  for  the
fiscal   year   ending  December  28,  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 September 28, 1996 are for  the  period
from June 29, 1996 to September 28, 1996.

2. Inventories

The components of inventories are as follows (in thousands):

                               September 28,    December 31,
                                   1996             1995

               Raw material     $ 9,067           $ 8,823
               Work in process    3,091             3,445
               Finished goods    19,656             17,808

                  Total         $31,814           $ 30,076



                              4


3. Per Share Data

Net  income per share amounts for the three months and  nine
months  ended September 28, 1996 and September 30, 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):

                             Three months ended        Nine months ended
                             Sept. 28,   Sept. 30,     Sept. 28,   Sept. 30,
                               1996        1995          1996        1995

Average shares outstanding     9,926      10,134       9,958       10,116

Net effect of dilutive
 stock options and warrants
           -  Primary          1,880       2,370        2,078       2,347
          -  Fully  diluted    1,907       2,370        2,109       2,387

Average shares outstanding
           -   Primary        11,806      12,504       12,036      12,463
           -  Fully  diluted  11,833      12,504       12,067      12,503

Net income                  $  5,575    $  4,830      $16,236     $15,070

Net income per share
         - Primary          $   0.47   $    0.39      $  1.35     $  1.21
         - Fully diluted    $   0.47   $    0.39      $  1.35     $  1.21

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  September
28,  1996   the   Company had  available  $41.5  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  11  percent to  $60.5  million  the  third
quarter  of 1996 compared to $54.7 million the third quarter
of  1995.  Operating income and net income each increased 15
percent  to  $9.6  and  $5.6 million  respectively  for  the
quarter  compared  to  the  third  quarter  of  last   year.
Earnings  per share increased 21 percent to $0.47 per  share
the  third  quarter of 1996 compared to $0.39 per share  the
third quarter of 1995.

Cash flow from operations was $7.7 million the third quarter
of 1996. The Company repurchased 75,000 shares of its common
stock  for $2.7 million during the quarter and made  capital
investments of $4.4 million.  The debt to equity  ratio  was
0.60  to  1 at September 28, 1996 compared to 0.45 to  1  at
year end 1995 and 0.48 to 1 at September 30, 1995.

Third Quarter, 1996

Littelfuse enjoyed a sales increase of 11 percent  to  $60.5
million  the third quarter 1996 from $54.7 million the  same
period last year.  The gross margin was 40.6 percent for the
quarter  both  years.  Operating income  increased  to  15.9
percent  of  sales  the third quarter this  year  from  15.4
percent last year.  Net income increased 15 percent to  $5.6
million the third quarter this year compared to $4.8 million
last year.  Earnings per share increased 21 percent to $0.47
compared  to  $0.39  partly due to fewer  equivalent  shares
outstanding related to our share repurchase program.

Third  quarter 1996 sales grew $5.8 million compared to  the
same quarter last year.  Very strong automotive OEM sales in
Europe  spurred 21 percent sales growth in U.S. dollars  and
26  percent  sales growth in local currency.  A  portion  of
Europe's  automotive OEM sales were due to  a  non-recurring
item approximating $0.7 million accounting for 9 percent  of
the  21  percent sales growth for the quarter.  Very  strong
electronics sales, particularly in Japan, spurred 24 percent
sales  growth  in Asia Pacific.  Respectable automotive  and
power  fuse  sales spurred 5 percent sales growth  in  North
America.

Electronics sales grew to $27.8 million in the third quarter
1996 from $25.8 million the same quarter of last year for an
increase   of  $2.0  million  or  8  percent.   Sales   were
particularly  strong  in  consumer  electronics  in   Japan.
Although  electronics  OEM gained  some  strength  in  North
America   and  Europe  in  the  third  quarter,  electronics
distribution remained weak in North America and  Europe  and
the   personal   computer  and  telecommunications   markets
remained weak in Southeast Asia.  Automotive sales  grew  to
$23.2  million in the third quarter 1996 from $19.9  million
the  same quarter last year for an increase of $3.3  million
or  16  percent.  The European automotive OEM  business  was
very  strong  and would have shown quite respectable  growth
even  without  the  $0.7 million non-recurring  sale.    The
North American automotive OEM business also was

                              6


quite strong in the quarter.  Power fuse sales grew to  $9.5
million in the third quarter 1996 from $9.0 million the same
quarter  last  year  for an increase of $0.5  million  or  6
percent.   The Company believes that its electrical business
sales  continue to grow faster than the electrical  industry
in general.

Gross profit was $24.5 million or 40.6 percent of sales  for
the  third  quarter 1996 compared to $22.2 million  or  40.6
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  $13.1
million or 21.7 percent of sales for the third quarter 1996,
compared to $12.2 million or 22.2 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 decreased slightly  due
to  lower  selling and to lower R&D expense as a percent  of
sales   for   the   quarter.   The   amortization   of   the
reorganization value and other intangibles was  2.9  percent
of sales for the third quarter 1996 and 3.0 percent of sales
for  the  third quarter of last year.  Total S,G&A  expenses
including  intangibles amortization  were  24.6  percent  of
sales  the  third quarter 1996 compared to 25.2 percent  the
same quarter last year.

Operating income was $9.6 million or 15.9 percent  of  sales
for  the third quarter 1996 compared to $8.4 million or 15.4
percent last year.

Interest expense was $1.1 million for the third quarter 1996
compared  to  $1.0  million last  year  partly  due  to  the
Company's stock repurchase program.  Other income, net,  was
$0.2  million for the third quarter compared to $0.1 million
last  year.   Income before taxes was $8.7 million  for  the
third  quarter  1996  compared to $7.5  million  last  year.
Income taxes were $3.1 million with an effective tax rate of
36  percent  for  the third quarter 1996  compared  to  $2.7
million with an effective tax rate of 35.5 percent the third
quarter of last year.

Net  income  for the third quarter 1996 was $5.6 million  or
$0.47  per share compared to $4.8 million or $0.39 per share
last year.

Nine Months, 1996

Sales  increased  8  percent to $180.4 million  from  $167.1
million  last  year.   Cash provided  by  operations  before
interest  expense  was  $27.2  million  and  after  interest
expense was $23.9 million.  Earnings per share increased  12
percent  to $1.35 the first nine months of 1996 compared  to
$1.21 for the same period last year.

The  automotive sales trend has been very strong  the  first
nine months of 1996.  However, electronics sales growth  has
been  noticeably lower in the first nine months of this year
compared  to  recent years.  Nine months  electronics  sales
were up 5 percent at $83.3 million compared to $79.5 million
last  year.   Asia  Pacific business has been  very  strong,
particularly  consumer  electronics  in  Japan.   Automotive
sales  were up 13 percent at $71.0 million compared to $63.0
million last year.  Recent European automotive sales
                              
                              7


growth  has  been  even stronger than our quite  respectable
North  American automotive sales growth.  Power  fuse  sales
were  up 6 percent to $26.2 million from $24.6 million  last
year.   This business has benefited from improving  economic
conditions  and market share gains associated with  our  new
product introductions.

Gross profit was 40.7 percent or $73.5 million for the first
nine  months  of  1996  compared to 40.8  percent  or  $68.2
million  the  first nine months of last  year.   The  slight
decline  in  the gross profit this year is due to  start  up
costs associated with our new operations in Asia Pacific  --
the  new greenfield plant in China and the new joint venture
in Korea.

Selling,  general  and  administrative  expenses  were  22.2
percent of sales for the first nine months 1996 compared  to
22.1  percent  of  sales last year.   The  increase  in  new
systems  implementation and foreign  selling  expenses  were
mostly  offset by a decline in North American R&D and  other
general  and  administrative expenses.  The amortization  of
intangibles  was  2.9 percent of sales for  the  first  nine
months  of  both  years.  Total S,G & A  expenses  including
intangibles  amortization were 25.2  percent  of  sales  the
first nine months 1996 compared to 25.0 percent of sales the
first nine months of last year.

Operating income was $28.1 million or 15.6 percent of  sales
the first nine months 1996 compared to $26.4 million or 15.8
percent last year.

Interest  expense was $3.3 million the first nine months  of
both  years since the company has invested all its free cash
flow  after financial expenses and capital expenditures  the
past twelve months in the repurchase of its own common stock
and  warrants.  Other income, net was $0.6 million the first
nine months 1996 compared to $0.3 million last year.  Income
before  taxes was $25.4 million the first nine  months  1996
compared  to  $23.4 million the first nine  months  of  last
year.

Income  taxes were $9.1 million the first nine  months  1996
compared  to  $8.3  million last year.   The  year  to  date
effective  rate  is  36 percent for 1996  compared  to  35.5
percent last year.

Net  income  the  first nine months 1996 was  $16.2  million
compared to $15.1 million last year.  Earnings per share the
first nine months of 1996 increased 12 percent to $1.35  per
share compared to $1.21 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   its
operations,  its capital expenditures 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 $23.9 million  for  the
first  nine months.  Cash used to invest in property,  plant
and  equipment  was $12.4 million. Cash used  to  repurchase
stock  and  warrants was $25.4 million, proceeds  of  option
exercises were $1.1 million, and proceeds of bank debt

                              8


were $11.9 million for net financing of $12.4 million use of
cash.   The  net  of  cash  provided  by  operations,   less
investing activities, less financing activities resulted  in
a  decrease in cash of $0.9 million. The effect of  exchange
rates  on  cash added $0.1 million.  This left  the  Company
with  a  cash  balance  of  approximately  $0.5  million  at
September 28, 1996.

The  ratio of current assets to current liabilities was  1.5
to 1 at the end of the third quarter 1996,  1.4 to 1 at year
end 1995, and 1.5 to 1 at the end of the third quarter 1995.
The days  sales in receivables was approximately 59 days at  the
end of the third quarter 1996 compared to 52 days at year end 
1995 and 52 days at the  end of  the  third quarter 1995.  The 
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 4.5 turns at the end of the 
third quarter 1996 compared to 4.1 turns at year end 1995 and 
5.2 turns at  the end of the third quarter 1995.
The lower turns is primarily due to the new China and Korean
operations in Asia Pacific.

The  Company's capital expenditures were $12.4  million  for
the  first  nine  months  1996.  The  Company  expects  that
capital  expenditures,  which  will  be  primarily  for  new
machinery  and  equipment,  will total  approximately  $18.0
million in 1996.  The ratio of debt to equity was 0.60 to  1
at the end of the first nine months 1996 compared to 0.45 to
1  at year end 1995.  The debt to equity ratio increased due
to the Company's repurchase of common shares and warrants.

The  long term debt at the end of the first nine months 1996
consists of four types totaling $62.5 million.  They are  as
follows:   (1)   private  placement  notes  totaling   $36.0
million,  (2)   bank  revolver  borrowings  totaling   $23.5
million,  (3)   notes payable relating to income  taxes  and
mortgages  totaling $1.3 million, and (4)   other  long-term
debt  totaling $1.7 million.  These four items include  $9.9
million  of  the  bank revolver borrowings,  tax  notes  and
mortgage  notes, which are considered to be  current.   This
leaves  net  long  term  debt  totaling  $52.6  million   at
September  28, 1996.  The private placement notes  carry  an
interest  rate  of 6.31 percent and the bank  revolver  debt
carries an interest rate of prime or LIBOR plus 0.5%,  which
currently  is approximately 6.3%.  The Company had available
at September 28, 1996, a revolver facility of $41.5 million.
The  Company  also  has  a  $3.0 million  letter  of  credit
facility of which approximately $1.9 million was being  used
at September 28, 1996.

                              

PART II - OTHER INFORMATION

Item 6:                             Exhibits and Reports  on
Form 8-K

       There  were no reports on Form 8-K during the quarter
ended September
      28, 1996.




                              9



                         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  September  28,
1996,  to  be  signed  on  its  behalf  by  the  undersigned
thereunto duly authorized.


                       Littelfuse, Inc.


Date:  November 12, 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)

























                              
                              
                             10

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

 

5 00000889331 LITTELFUSE, INC 1,000 9-MOS DEC-28-1996 SEP-28-1996 $544 0 40,161 0 31,814 75,779 62,465 3,634 212,491 49,868 0 0 0 101 (12,203) 212,491 180,404 180,404 106,910 0 0 0 3,275 25,369 9,133 0 0 0 0 16,236 1.35 0