Securities and Exchange Commission
                   Washington, D.C. 20549

                            FORM 10-K
                [X]          Annual Report Pursuant to Section
13 or 15(d)

of the Securities Exchange Act of 1934
                   (Mark  One)                        for  the
fiscal year ended December 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         of
(I.R.S. Employer Identification No.)
incorporation or organization)

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

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

Securities  registered pursuant to Section 12(b) of  the  Act:
None

Securities  registered pursuant to Section 12(g) of  the  Act:
Common  Stock, $.01 par value, and Warrants to purchase shares
of Common Stock, $.01 par value

      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 if disclosure of delinquent filers
pursuant  to  Item  405  of Regulation S-K  is  not  contained
herein, and will not be contained, to the best of registrant's
knowledge,  in  definitive  proxy  or  information  statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.     [x]

      The aggregate market value of 8,414,224 shares of voting
stock   held   by   non-affiliates  of  the   registrant   was
approximately  $401,779,196 based on the  last  reported  sale
price  of  the registrant's Common Stock, $.01 par  value,  as
reported  on  the NASDAQ National Market System on  March  14,
1997.

      As  of  March  14, 1997, the registrant had  outstanding
9,851,054 shares of Common Stock, $.01 par value, and Warrants
to purchase 2,086,225 shares of Common Stock, $.01 par value.

      The following documents have been incorporated herein by
reference to the extent indicated herein:
      Littelfuse,  Inc. Proxy Statement dated March  19,  1997
(the "Proxy Statement") --    Part      III.
      Littelfuse, Inc. Annual Report to Stockholders  for  the
year  ended December 28, 1996  (the "Annual Report") --  Parts
II and III.
                              
                           Part I

ITEM 1.  BUSINESS

General

      Littelfuse,  Inc. (the "Company" or "Littelfuse")  is  a
leading  manufacturer and seller of fuses  and  other  circuit
protection  devices for use in the electronic, automotive  and
general  industrial markets.  Management believes the  Company
is  ranked  first  in  market share in the electronic  market,
first  in  the automotive market and third in the  power  fuse
market  in  North  America.   Management  believes  that   the
Company, together with its licensees, is also first in  market
share  in  the  electronic market and first in the  automotive
market worldwide.

      In the electronic market, leading manufacturers such  as
Amana,  Compaq, Daewoo, Hewlett Packard, IBM,  LG Electronics,
Lucent Technologies, Motorola, Nortel, Panasonic, Sharp, Sony,
Toshiba and US Robotics obtain a substantial portion of  their
electronic  circuit protection requirements from the  Company.
In  the  automotive market, the Company or its licensees  have
customer    relationships   with   all   leading    automobile
manufacturers  throughout  the  world.   Littelfuse   provides
substantially  all  of  the automotive fuse  requirements  for
vehicles   manufactured   domestically   by   General   Motors
Corporation  and  is  the  primary  supplier  for  Ford  Motor
Company,  Chrysler  Corporation  and  all  Japanese  and  most
European  auto  manufacturer transplants.   The  Company  also
competes in the power fuse market selling to companies such as
the  Allen  Bradley  division  of Rockwell  International  and
Reliance   Electric.   In  addition  to  fuses,  the   Company
manufactures  and supplies relays, switches, circuit  breakers
and  indicator  lights  to  the  automotive  industry  and  to
appliance   and   general  electronics   manufacturers.    See
"Business Environment:  Circuit Protection Market."

     The Company manufactures its products on fully integrated
manufacturing  and  assembly  equipment,  much  of  which   is
designed  and  built  by  its  own  engineers.   The   Company
fabricates  and  assembles  a majority  of  its  products  and
maintains product quality through a rigorous quality assurance
program with all sites certified under ISO 9000 standards  and
its   world  headquarters  now  certified  under  the   QS9000
standards.

      The  Company's  products are sold  worldwide  through  a
direct  sales  force  and manufacturers' representatives.   In
Asia  Pacific,  the Company has licensed its  automotive  fuse
technology  to a Japanese firm that supplies automotive  fuses
to  Pacific  Rim customers.  For the year ended  December  28,
1996,  approximately 39% of the Company's net  sales  were  to
customers  outside  the  United States  (exports  and  foreign
operations).

      The Company was incorporated under the laws of the State
of  Delaware  on  November  25,  1991.   The  Company  is  the
successor to the business and assets of a corporation  of  the
same  name ("Old Littelfuse"), which was originally formed  in
1927  and subsequently acquired by Tracor, Inc. ("Tracor")  in
1968.   Any  references to performance, financial  results  or
other  aspects  of  the Company prior to  December  27,  1991,
relate to Old Littelfuse.

     References herein to "1994" or "fiscal 1994" refer to the
calendar year ended December 31,
1994.   References herein to "1995" or "fiscal 1995" refer  to
the  calendar year ended December 31, 1995.  References herein
to  "1996"  or  "fiscal 1996" refer to the fiscal  year  ended
December 28, 1996.

Background:  The Reorganization

      The Company's predecessor, Old Littelfuse, was one of  a
number of wholly owned subsidiaries of Tracor.  In addition to
manufacturing fuses and other circuit protection  and  control
devices  through  Old Littelfuse, Tracor and its  subsidiaries
were  involved  in  a  wide range of  commercial  and  defense
related  businesses.  On October 9, 1987, Tracor was  acquired
by  Westmark Systems, Inc.  ("Westmark") in a highly leveraged
transaction.   Due  to  heavy debt  service  requirements  and
adverse  conditions in the defense industry and the  resulting
negative  impact  on  the  operating results  of  its  defense
related  businesses,  the  senior lenders  and  certain  other
creditors  of  Tracor  reached an agreement  in  principle  to
restructure  Tracor  and  its  affiliates  through   voluntary
bankruptcy   proceedings.    Accordingly,   Tracor   and   its
affiliates,   including   Old  Littelfuse,   filed   voluntary
petitions  for  reorganization on  February  15,  1991,  under
Chapter   11  of  the  United  States  Bankruptcy  Code.    On
December   6,   1991,  the  Bankruptcy  Court  approved    the
Littelfuse  Plan  of Reorganization for Old  Littelfuse  ("the
Plan").   The  Plan,  which was implemented  effective  as  of
December   27,   1991,  resulted  in  the  Company   receiving
substantially  all  of  the  assets  and  businesses  of   Old
Littelfuse.   Pursuant to the Plan, the  indebtedness  of  Old
Littelfuse  was  restructured with the Company   entering  new
credit  arrangements  with the secured lenders.   The  secured
lenders  and other unsecured creditors of Old Littelfuse  were
issued equity in the Company as successor entities.

Business Environment:  Circuit Protection Market

      The circuit protection market can be broadly categorized
into  five major product areas:  electronic, automotive, indus
trial  (power),  high  voltage and residential.   The  Company
sells  products  designed for the electronic,  automotive  and
industrial  areas.  The Company entered the circuit protection
market  in 1927 with the development and introduction  of  the
first  small, fast-acting fuse capable of protecting sensitive
test meters.  Since that time, the Company has diversified its
involvement  in  the  circuit protection market  to  become  a
leader  in the production of electronic and automotive  fuses.
The Company also entered the power fuse market in 1983 with  a
broad  line of fuses, including several proprietary  products.
The  Company  believes  it  is the circuit  protection  leader
because  it  designs and produces almost all the  products  it
sells in all three markets including the two markets where  it
holds  the  number one market share position.  See "Littelfuse
Products."

      Electronic Fuses.  Electronic fuses are used to  protect
power   circuits   in  a  multitude  of  electronic   systems.
Electronic  fuses  fall into two major categories:   miniature
and  subminiature.  Miniature fuses are generally  tubular  in
shape    with   glass,   ceramic   and   composition   bodies.
Subminiature  devices are used where space is  at  a  premium.
Applications  for  electronic fuses include telecommunications
equipment, computers and computer peripherals, power supplies,
test  and  medical  instrumentation, and  consumer  electronic
products.  There is also a special
                             -2-

segment  of  the  electronic fuse market directed  toward  the
aerospace industry.  These special high-reliability fuses  are
manufactured in small quantities under extremely high  quality
control standards.

      Automotive Fuses.  Fuses are extensively used in  automo
biles,   trucks,  buses  and  off-road  equipment  to  protect
electrical  circuits and wiring harnesses supplying electrical
power to operate lights, heating, air conditioning, windshield
wipers,  radios, windows and controls.  Currently,  a  typical
automobile contains 30 to 70 fuses, depending upon the options
installed.   The  market for automotive fuses is  expected  to
grow  in  the  coming  years as more electronic  features  are
included  in automobiles and as larger amperage fuses  replace
existing  low  technology fuses in wiring harnesses.   Certain
new  vehicles, such as the Cadillac Seville, Ford  150  series
truck, Chrysler Concorde and the Jaguar, contain as many as 50
to  90  fuses and this higher fuse count is expected to spread
to other vehicles.

      Power  Fuses.  Power fuses include both current limiting
and  non-current  limiting devices used to protect  electrical
systems  against  overcurrents.  Power  fuses  are  rated  and
listed  under  one  of  many Underwriters'  Laboratories  fuse
classifications.  The three main end user market segments  for
power fuses include original equipment manufacturers ("OEMs"),
industrial maintenance and repair operations ("MROs") and  new
commercial  and  industrial construction.  Major  applications
for   power  fuses  include  protection  from  over-load   and
short-circuit currents in motor branch circuits,  heating  and
cooling  systems,  control  systems,  lighting  circuits   and
electrical distribution networks.  Other applications  include
the  protection of semiconductor devices such as SCRs, diodes,
thyristors, triacs and similar solid state devices.

Littelfuse Products

      General.   The  Company  is a leading  manufacturer  and
seller  of fuses and other circuit protection devices for  use
in  the electronic, automotive and general industrial markets.
The   Company's  products  are  marketed  under  the   general
trademarked names of Littelfuser and, where appropriate,  Slo-
Blor  Fuse as well as the trademarked names of certain of  its
products  listed  below in the description  of  the  Company's
electronic, automotive and power fuse products.

      Product  Sales.  Net sales of the Company's products  by
industry category for the periods indicated are as follows:
 

Fiscal Year

(in thousands)

                            1996      1995      1994

                                    
Electronic               $112,667  $103,809  $  87,340
Automotive                 94,391    83,372     77,787
Industrial (Power)         34,388    32,354     29,327
             Total       $241,446  $219,535   $194,454
-3- Electronic Fuses. The Company manufactures and sells a wide range of electronic fuse products, including miniature and subminiature fuses. These miniature and subminiature fuses are designed to provide circuit protection in the limited space requirements of electronic equipment. The Company also entered a new market in 1996 for conductive polymer PTC devices that behave like a resettable fuse. While the Company continues to develop its own resettable fuse products, the Company also entered into agreements with Raychem Corp. In 1996 which allows the Company to sell resettable fuses using certain of Raychem's technology. The Company's electronic fuse products are marketed under the following trademarked and brand names: PICOr II Fuse is a very fast-acting subminiature fuse with axial leads which can be automatically inserted into a circuit board. It is used in consumer electronics, computers, medical instruments, power supplies and telecommunication line cards. It was originally developed for the aerospace industry where extremely small size and high reliability were prime requisites. This fuse in encapsulated with an epoxy coating which protects the fuse from adverse environmental conditions. It can stand up under the rough treatment found in high speed automated circuit board assembly processes used by many different manufacturers. 2AG fuses are a miniature version of the standard 1/4" diameter by 1-1/4" long glass bodied fuses manufactured for more than 40 years. The fuse occupies about 1/3 of the space but still provides the performance of the larger sized product. The Company has developed a strong market in the telecommunications industry for a leaded version of the 2AG fuse. These fuses are used in business and personal telephone systems, answering machines and other equipment connected to phone lines. They are used to protect the system from lightning surges and accidental contact with power lines. These fuses also are used extensively in electronic ballasts for lighting. MICRO Fuse is a plug-in style fuse about the size of a pencil eraser. It is a very fast acting fuse and, like the PICOr Fuse, was originally designed for the emerging aerospace industry. Applications are particularly suited to equipment where the user might "blow" a fuse during testing or by accidental shorting out of the power supply. The "plug-in" feature allows the fuse to be quickly and easily replaced without the need for special de-soldering equipment. The Company also manufactures sockets for the MICRO Fuse. -4- NANO Fuse is a surface mount version of PICOr Fuse. Because it has no leads, it is substantially smaller. It is the product choice where subminiaturization is a key need. Surface mount circuit boards are often less than 25% of the size of similar boards using leaded components. Applications include cellular telephones and miniature 8mm video camcorders. NANO2 r SMF Fuse represents our fourth generation surface mount fuse product line. The compact size (.240" x .100" x .100") of this rectangular shaped fuse is very attractive to design engineers. In addition, the flat side design permits efficient pick and placement by automated assembly equipment. The NANO2 r SMF Fuse is used where space considerations are critical including laptop computers, camcorders and battery chargers. ALF II is a very fast acting thin film surface mount fuse measuring only .12 inch x .06 inch. The super small subminiature size assures additional space savings in surface mount applications. It is completely compatible with common soldering systems used in surface mount assembly applications and it is available on 8mm reels for use with automatic placement equipment. "0603" SMF is a very fast acting thin film surface mount fuse measuring only .06 inch x .03 inch. The 0603 is the smallest fuse available and has a very low profile .018 inches. The small physical size along with low values for resistance and voltage drop are significant features of this new fuse for battery and other low voltage applications. Surface Mount PTC is the first in Littelfuse's line of PTC devices. Its dimensions of 0.200" x 0.290" x 0.120" are ideal for circuit board applications where space is at a premium. It also is available in an 0.340" x 0.250" x 0.10" configuration. This polymer surface mount PTC has the ability to reset itself once the fault or overcurrent condition has cleared. This new product is used primarily for computer and peripheral applications such as motherboards, disk drives, PC cards, modems printers, etc. Radial Leaded PTC series is a 60-volt radial leaded surface mount product. This series will be introduced in early 1997. Radial leaded PTC applications include process and industrial controls, test and measurement equipment, security systems, motors and automotive. Automotive Fuses. The Company is a primary supplier of fuses to United States, Japanese and European automotive OEMs, automotive component parts manufacturers and -5- automotive parts distributors. The Company also sells its fuses in the replacement parts market, with its products being sold through mass merchandisers, discount stores and service stations, as well as under private label by national firms. Management believes that it currently is the leading worldwide supplier of automotive fuses for new vehicle production and a leader for the aftermarket/replacement market. The Company invented and owns all of the U.S. patents related to the blade type fuse which is the standard and most commonly used fuse in the automotive industry. The Company believes that, together with its licensees, it supplies substantially all of the blade type fuses used in the North American and Japanese markets and a majority in the European market. The Company's automotive fuse products are marketed under the following trademarked and brand names: AUTOFUSEr or ATOr, a standard blade type fuse, is used in automobiles produced worldwide and designed to provide superior circuit protection in a small, heat resistant package for low ampere applications. MINIr Fuse, smaller than its predecessor AUTOFUSEr, is offered in a range from two amps to 30 amps and is designed to permit more fuses in the same amount of space than prior products. MAXI Fuse, a larger version of the AUTOFUSEr, replaces the commonly used low technology fusible wire or fusible links in automobile electrical harnesses and is offered in a range from 20 amps to 80 amps. MIDIr Fuse is a bolt down version of the MAXI fuse. This style is preferred by some European customers in the 50 to 100 amp range. Its primary use is for heating, air conditioning and motor control circuits. J-Case Fuse, is a cartridge version of the Maxi fuse. This style is popular with Japanese customers in the 40 to 80 amp range. Its primary use is for branch circuit protection and protection of circuits with inductive loads. MEGAr Fuse, a higher current fuse with ratings of 100 to 200 amps, is used for protection of battery cables. Over half of the Company's North American automotive (blade type) fuse sales are made to wire harness manufacturers that incorporate the fuses into their products. The remaining automotive fuse sales are made directly to automotive manufacturers and through distributors who in turn sell most of their products to automotive product wholesalers, such as warehouse distributors, discount stores and service stations. -6- The Company believes it currently has adequate production capacity to meet the anticipated increased demand for automotive fuses referred to in "Business Environment: Circuit Protection Market -- Automotive Fuses." Any required expenditures for additional machinery and equipment are expected to be funded by cash flow from operations. The Company has licensed its patented ATOr, Minir and Maxi automotive fuse designs to Bussmann, a division of Cooper Industries. Bussmann is the Company's largest domestic competitor. Additionally, the Company has entered into a licensing agreement with Pacific Engineering Company, Ltd., a Japanese fuse manufacturer, which produces and distributes the Company's patented ATOr and Minir automotive fuses to the Pacific Rim manufacturing operations of Pacific Rim-based automobile manufacturers. See "Competition" and "Business -- Patents, Trademarks and Other Intellectual Property." Power Fuses. The Company entered the power fuse market in 1983 and manufactures and sells a broad range of low-voltage circuit protection products to electrical distributors and their customers in the construction, OEM and MRO markets. Power fuses are used to protect circuits in various types of industrial equipment and circuits in industrial plants, office buildings and residential units. The Company's power fuse products are marketed under the following classifications: Class L fuses are commonly used as the first line of electrical protection in building service entrance equipment of high capacity electrical systems. Other applications include switchboard mains and feeders, distribution equipment and branch circuit protection for large motors. Class R fuses are commonly used downstream from Class L fuses in a variety of branch circuit applications. Both time delay and fast acting versions cover a range of applications including main feeder, motor, transformer and solenoids. The Company's RK5 INDICATOR fuse series has won numerous product awards and wide recognition by industrial plant personnel. These fuses have an integrated blown fuse indicator that turns from clear to dark once a fuse has blown. This reduces troubleshooting time significantly and helps improve safety. Class J fuses are less than half the size of Class R to provide substantial space savings. Applications for Class J are similar to Class R. Additional applications include back up protection for circuit breakers and protection for both IEC and NEMA rated devices. Class CC fuses, Littelfuse's KLDR (for transformer protection) and CCMR (for motor branch circuit protection) provide protection -7- formerly supplied by fuses 10 times larger. Littelfuse was the first to the market with these products and is the only company with a CCMR rated up to 60 amps. Semiconductor fuses, designed for supplementary protection of semiconducting devices, are used in electronic equipment and power equipment, such as variable speed drives, power rectifiers, UPS systems and DC power suppliers. Midget fuses, seven different series provide supplementary overcurrent protection in such diverse applications as control circuits, control power transformers, solenoids, street lighting and computers. Other Products. In addition to fuses, the Company supplies relays, switches and indicator lights to the automotive industry and to appliance and general electronics manufacturers. The Company is also a supplier of circuit breakers, fuse holders (including OMNI-BLOKr), fuse blocks (including Powr-Blokr power distribution systems) and fuse clips primarily to customers that purchase circuit protection devices from the Company. The LITTELITESr indicating lights product line includes cartridge lamps with miniature and subminiature lampholders and snap-mount plastic lights. These lights come in incandescent, neon and solid state versions. LITTELITESr are sold to producers of industrial machinery, office machines, appliances, instruments and computers. Product Design and Development The Company employs scientific, engineering and other per sonnel to improve its existing product lines and to develop new products at its research and engineering facility in Des Plaines, Illinois. The Engineering Department consists of approximately 50 engineers, chemists, metallurgists, fusologists and technicians. This department is primarily responsible for the design and development of new products and consists of five major groups. Three of the groups are dedicated to the design of certain types of products, specifically electronic fuses, including automotive and general electronic fuses; electrical fuses, including power and industrial fuses; and electromechanical devices such as relays and switches. Another engineering group is dedicated to materials engineering which brings metallurgy, plating and other technologies to bear on the development of new products. Finally, the engineering support group oversees patent and trademark compliance and maintains the model shop, drafting rooms and an electronics lab. The electronics lab develops the necessary tooling, hardware and software for testing the standards and tolerances of sample products. Proposals for the development of new products are initiated primarily by marketing managers, members of the sales staff and customers. The entire product development pro cess -8- typically takes between 12 and 18 months. During the fiscal years ended December 28, 1996, December 31, 1995, and December 31, 1994, the Company expended approximately $7.3 million, $7.9 million and $6.1 million, respectively, on product design and development. Patents, Trademarks and Other Intellectual Property The Company generally relies on patent and trademark laws and license and nondisclosure agreements to protect its rights in its trade secrets in its proprietary products. In cases where it is deemed necessary by management, key employees are required to sign an agreement that they will maintain the confidentiality of the Company's proprietary information and trade secrets. This is information, which for business reasons, is not disclosed to the public. As of December 28, 1996, the Company owned 97 patents in North America, 15 patents in the European Economic Community and 23 patents in other foreign countries. The Company has also registered trademark protection for certain of its brand names and logos. The 97 North American patents are in the following categories: 46 Electronic, 30 Automotive, 15 Power Fuse and 6 miscellaneous. Of the 30 automotive patents, 9 are article and process patents for the ATOr type fuses, 7 are for the MINIr and MAXITM type fuses, 3 are for the MEGAr and MIDIr type fuses and 11 are for other automotive products. Patents expiring in 1997 cover products that accounted for 5% of 1996 sales. Patents covering products that accounted for the balance of 1996 sales expire between 1998 and 2010. The first article patent covering the AUTOFUSEr or ATOr fuse expired on September 30, 1992. However, the last improvement patent covering the ATOr fuse expires on August 10, 1999. The ATOr fuse product is further protected by trademark and trade dress protection which has a remaining indefinite life so long as it is continued to be correctly used by the Company and its licensees. New products are continually being developed to replace older products. The Company regularly applies for patent protection on such new products. Although in the aggregate the Company's patents are important in the operation of its businesses, the Company believes that the loss by expiration or otherwise of any one patent or group of patents would not materially affect its business. The Company currently licenses its MINIr and MAXI automotive fuse technology to Bussmann, a division of Cooper Industries and the Company's largest domestic competitor. The license granted in 1987 is nonexclusive and grants the Company the right to receive royalties of 4% of the licensee's revenues from the sale of the licensed products with an annual minimum of $25,000. Each license expires upon the expiration of the licensed product patents. The Company currently licenses its ATOr automotive fuse technology to Pacific Engineering Company, Ltd., a Japanese manufacturer that produces and distributes the Company's patented automotive fuses to Pacific Rim operations of Pacific Rim-based -9- automotive manufacturers. The license is exclusive as to Japan and non-exclusive as to other specified Pacific Rim territories and provides that the Company will receive royalties of 1.5% of the licensee's revenues from the sales of the licensed products with a $25,000 annual minimum. This license expires on August 10, 1999. In addition, a second license covering the MINIr Fuse technology was granted with similar territory arrangements to Pacific Engineering and grants the Company the right to receive royalties of 2.5% of the licensee's revenues from the sale of the licensed products, with an annual minimum of $100,000. The second license expires on April 6, 2006. License royalties amounted to $266,000, $349,000 and $552,000 for 1996, 1995 and 1994 respectively. Manufacturing Much of the Company's manufacturing equipment is custom designed by its engineers, and the Company conducts the majority of its own fabrication. The Company stamps most of the metal components used in its fuses, relays, holders and switches from raw metal stock and makes its own contacts and springs. However, the Company does depend upon a single source for a substantial portion of its stamped metal end caps for electronic fuses. The Company believes that alternative stamping sources are available at prices which would not have a material adverse effect on the Company. The Company also performs its own plating (silver, nickel, zinc, tin and oxides). In addition, all thermoplastic molded component requirements used for such products as the AUTOFUSEr, MINIr and Maxi product lines are met through the Company's in- house molding capabilities. After components are stamped, molded, plated and readied for assembly, final assembly is accomplished on fully automatic and semi-automatic assembly machines. Quality assurance and operations personnel, using techniques such as Statistical Process Control, perform tests, checks and measurements during the production process to maintain the highest levels of product quality and customer satisfaction. The principal raw materials for the Company's products include copper and copper alloys, heat resistant plastics, zinc, melamine, glass, silver, solder, sulphate clipboard and linerboard. The Company depends upon a sole source for several of heat resistant plastics. The Company believes that suitable alternative heat resistant plastics are available from other sources at prices which would not have a material adverse effect on the Company. All of the other raw materials are purchased from a number of readily available outside sources. A computer-aided design and manufacturing system (CAD/CAM) expedites product development and machine design, while reliability and high power laboratories test new products, prototype concepts and production run samples. The Company participates in "Just-in-Time" delivery programs with many of its major suppliers and actively promotes the building of strong cooperative relationships with its suppliers by involving them in pre-engineering product and process development. The Company also sponsors an annual major supplier conference and conducts a vendor certification program. -10- Marketing The Company's domestic sales staff of approximately 65 people maintains relations with major OEMs and distributors. The Company's sales and engineering personnel interact directly with the OEM engineers to ensure maximum circuit protection and reliability within the parameters of the OEM design. Internationally, the Company maintains a sales staff of approximately 25 people and sales offices in The Netherlands, England, Singapore, Korea and China. The Company also markets its products indirectly through a worldwide organization of approximately 125 manufacturers' representatives and distributes through an extensive network of electronic, automotive and electrical distributors. In addition to the normal risks associated with the Company's domestic operations, the Company's international operations entail such further risks as currency fluctuations and the effect of international relations or the domestic affairs of foreign countries on the conduct of business. As of December 28, 1996, the Company's operations have not been significantly affected by such additional risks. For information relating to foreign sales, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Geographical Business Segments." Electronic. The Company has retained 24 manufacturers' representatives to sell its electronic products domestically and additional representatives to sell its electronic products internationally. These representatives call on major OEMs and distributors. Since the manufacturers' representatives do not maintain inventories, the Company distributes approximately 41% of its domestic products directly to OEMs, with the remainder distributed by more than 670 distributors nationwide. In the Pacific Rim, the Company maintains a direct sales staff of five people in Singapore, one in Hong Kong and four in Korea, one in Japan and one or more manufacturers' repre sentatives in Japan, Singapore, Korea, Hong Kong, Taiwan, China, Malaysia, Thailand, Philippines and Australia. In Europe, the Company's distribution methods differ from its domestic methods in that it maintains a direct sales force of eight people to call on OEMs exclusively and utilizes approximately 15 manufacturers' representatives to approach distributors and smaller OEMs. Unlike its domestic representatives, these manufacturers' representatives purchase inventory from the Company to facilitate delivery and reduce financial risks associated with currency exchange rate fluctua tions. Automotive. The Company sells automotive fuses through a direct sales force in Detroit consisting of four employees. Salespersons service all the major automotive OEMs (including the United States manufacturing operations of foreign-based OEMs) through both the engineering and purchasing departments of these companies. Twenty-eight manufacturers' representatives distribute the Company's products to aftermarket fuse retailers such as Autozone, Pep Boys, K-Mart and NAPA. In Europe, the Company uses both a direct sales force and manufacturers' representatives to distribute its products to Mercedes Benz, BMW, Volvo, Saab, Jaguar and other OEMs, as well as aftermarket distributors. In Asia Pacific, the -11- Company has licensed its automotive fuse technology to a Japanese firm which supplies the majority of the automotive fuses to the Japanese manufacturing operations in the region including Toyota, Honda and Nissan. Power. The Company markets and sells its power fuses through 48 manufacturers' representatives across North America. These representatives sell power fuse products through an electrical distribution network comprised of approximately 1,240 distributors. These distributors have customers that include electrical contractors, municipalities, utilities and factories (including both MRO and OEM). Some of the manufacturers' representatives have consigned inventory in order to facilitate rapid customer delivery. The Company's field sales force (including application engineers) and manufacturers' representatives call on both distributors and end-users (consulting engineers, municipalities, utilities and OEMs) in an effort to educate these customers on the capabilities and characteristics of the Company's products. Customers The Company sells to over 10,000 customers worldwide. No single customer accounted for more than 10% of net sales during the last three years except for its Japanese stocking representative which accounted for 11% in 1996. The Japanese stocking representative serves over 100 customers in the Asia Pacific electronics market. During the 1996, 1995 and 1994 fiscal years, net sales to customers outside the United States (exports and foreign operations) accounted for approximately 38.5%, 35.3% and 30.1%, respectively, of the Company's total net sales. Competition The Company's products compete with similar products of other manufacturers, many of which have substantially greater financial resources than the Company. In the electronic fuse market, the Company's competitors are Bussmann, a division of Cooper Industries, Bel Fuse, Inc., Raychem Corp., San-O Industrial Corp. and Wickmann-Werke GmbH. In the fuseholder portion of this market, the Company's principal competitor is Schurter, Inc. In the automotive fuse market, the Company's major competitor, both in sales to automobile manufacturers and in the aftermarket, is Bussmann. The Company licenses several of its automotive fuse designs to Bussmann. Other auto fuse competitors include Pudenz and MTA. In the power fuse market, the Company's major competitors include Bussmann, Gould, Inc and Ferraz. The Company believes that it competes primarily on the basis of innovative products, the breadth of available product lines, the quality and design of its products and the responsiveness of its customer service rather than through price competition. Backlog The Company does not consider backlog to be a predictive measure of results due to the Company's short delivery time. The Company manufactures high volume products based on its -12- demand forecasts and manufactures low volume products based on customer orders. The Company attempts to ship such products to the customer within five business days of the date of the order. Over 90% of all orders, which request delivery within three weeks of the date of the order, are filled on time from available stock or current production. Employees During 1996, the Company employed approximately 2,550 persons. Approximately 50 employees in Des Plaines and 465 employees in Mexico are covered by collective bargaining agreements. The Des Plaines agreement expires March 31, 1999 and the Mexico agreement expires February 28, 1998. The Company has not experienced any work stoppage or other form of labor dispute within the last 20 years. The Company believes that its employee relations are excellent and that its employees, many of whom have long experience with the Company, represent a valuable resource. The Company emphasizes employee training and development and has established Quality Improvement Process (QIP) training for its employees worldwide so as to promote product quality and customer satisfaction. Environmental Regulation The Company is subject to numerous federal, state and local regulations relating to air and water quality, the disposal of hazardous waste materials, safety and health. Compliance with applicable environmental regulations has not significantly changed the Company's competitive position, capital spending or earnings in the past and the Company does not presently anticipate that compliance with such regulations will change its competitive position, capital spending or earnings for the foreseeable future. The Company employs an environmental engineer to monitor regulatory matters and believes that it is currently in compliance in all material respects with applicable environmental laws and regulations. ITEM 2. PROPERTIES Littelfuse Facilities The Company's operations are located in 19 owned or leased facilities worldwide, containing approximately 679,000 square feet. The U.S. headquarters and principal fabrication and distribution facility is located in Des Plaines, Illinois, supported by three additional plants in Illinois and one in Mexico. European headquarters and the primary European distribution center is in Utrecht, The Netherlands, with manufacturing plants in the United Kingdom and Switzerland. Asia Pacific operations include a distribution center located in Singapore, with manufacturing plants in Korea and China. The leases referenced in the following table account for annual rentals of approximately $913,000. The Company does not believe that it will encounter any difficulty in renewing its existing leases upon the expiration of their current terms. Management believes that the Company's facilities are adequate to meet its requirements for the foreseeable future. -13- The following table provides certain information concerning the Company's facilities: Lease Expir- Size Lease/ ation Industry Location Use (sq.ft.) Own Date Focus Des Plaines, Administrat 340,000 Owned -- Auto, Illinois ive, Electronic, Engineering, Power Manufacturi ng, Testing and Research Centralia, Manufacturing 45,200 Owned -- Electronic Illinois Arcola, Illinois Manufacturing 36,000 Owned -- Power Watseka, Manufacturing 26,000 Leased(1)1999 Auto, Illinois Electronic Watseka, Storage 5,000 Owned -- Other Illinois Farmington Administrative 1,562 Leased 1999 Auto Hills, Michigan Piedras Negras, Manufacturing 50,300 Leased 1997 Auto, Mexico Electronic, Power Piedras Negras, Manufacturing 11,848 Leased 1997 Electronic and Mexico Power Washington, Manufacturi Electronic, England ng, 60,000 Owned -- Auto, Other Sales and Distribution Utrecht, The Warehousing 8,680 Leased 1998 Auto, Netherlands Electronic, Other Utrecht, The Sales, 12,000 Owned -- Auto, Netherlands Administrative Electronic, and Engineering Other Grenchen, Manufacturing 11,000 Owned -- Auto Switzerland Singapore Sales and 5,845 Leased 1998 Electronic Distribution -14-
Lease Expir- Size Lease/ ation Industry Location Use (sq.ft.) Own Date Focus Seoul, Korea Sales and 20,000 Leased 2000 Electronic, Manufacturing Auto Suzhou, China Manufacturi 40,000 Owned -- Electronic ng Suzhou, China Manufacturi 5,230 Leased 1997 Electronic ng Honk Kong, Japan Sales 920 Leased 1998 Electronic Yokohama, Japan Sales 1,815 Leased 1999 Electronic Sao Paulo, Sales and Brazil Distribution 1,200 Leased 1997 Electronic, Auto (1) The lease of the manufacturing facility in Watseka, Illinois, provides that the Company may purchase the leased facility upon certain terms and conditions.
ITEM 3. Legal Proceedings The Company is not a party to any legal proceedings which it believes will have a material adverse effect upon the conduct of its business or its financial position. ITEM 4. Submission of Matters to a Vote of Security Holders There were no matters submitted to the Company's stockholders during the fourth quarter of fiscal 1996. Executive Officers of Registrant The executive officers of the Company are as follows: Name Age Position Howard B. Witt 56 Chairman of the Board, President and Chief Executive Officer Jon B. Anderson 48 Vice President, Human Resources -15- Kenneth R. Audino 53 Vice President, Quality Assurance and Reliability William S. Barron 54 Vice President, Marketing and Sales James F. Brace 51 Vice President, Treasurer and Chief Financial Officer David J. Krueger 59 Vice President, Engineering Lloyd J. Turner 53 Vice President, Operations Hans Ouwehand 50 Vice President, European Operations Mary S. Muchoney 51 Secretary Officers of Littelfuse are elected by the Board of Directors and serve at the discretion of the Board. Howard B. Witt was elected to the position of Chairman of the Board in May, 1993. He was promoted to President and Chief Executive Officer of Old Littelfuse in February 1990. Prior to his appointment as President and Chief Executive Officer, Mr. Witt served in several other key management positions with Old Littelfuse, including Operations Manager from March 1979 to January 1986, Vice President-Manufacturing from January 1986 to January 1988, and Executive Vice President with full operating responsibilities for all U.S. activities from January 1988 to February 1990. Prior to joining Old Littelfuse, Mr. Witt was a division president of Keene Corporation from 1974 to 1979. Mr. Witt currently serves as a member of the Board of Directors of Franklin Electric Co., Inc. and is a member of the Electronic Industries Association Board of Governors. He is also a director of the Artisan Small Cap Fund. Jon B. Anderson, Vice President, Human Resources, has responsibility for implementation of strategic human resources planning, team development and other related initiatives. He joined Littelfuse in May 1993 from R.R. Donnelley & Sons Company, Business Services Division where he was Director of Administrative Services from 1988 to early 1993. Mr. Anderson's total employment with Donnelley encompassed over 22 years. Kenneth R. Audino, Vice President, Quality Assurance and Reliability, oversees all product reliability and quality assurance activities corporate-wide and also directs corporate environmental affairs. Mr. Audino joined Old Littelfuse as a Control Technician in 1964. From 1964 to 1977, he progressed through several quality and reliability positions to Manager -16- of Reliability and Standards. In 1983, he became Managing Director of the European Headquarters of Old Littelfuse and later was named Corporate Director of Quality Assurance and Reliability. He was promoted to his current position in 1988. William S. Barron, Vice President, Sales and Marketing, has responsibility for the general direction of all sales, marketing and related support functions. He also is responsible for the Information Services Department. Mr. Barron joined Old Littelfuse in March 1991. From August 1981 to March 1991, Mr. Barron served as Director of Sales and Marketing of Cinch Manufacturing and the General Manager of one of its domestic divisions. Cinch Manufacturing is a subsidiary of Labinal Corporation. James F. Brace, Vice President, Treasurer and Chief Financial Officer, has responsibility for the treasury, financial control and financial reporting functions of the Company. Mr. .Brace joined the Company in May 1992. From April 1987 to May 1992, he was employed by Sanford Corporation, a marker, writing instrument and office supplies manufacturer. At Sanford he was elected Chief Financial Officer in April 1987, Treasurer in April 1988 and Vice President in July 1989. From March 1983 to April 1987 he was Vice President - Finance and Administration of Iroquois Industries Corp., a paper and office supplies distributor. David J. Krueger, Vice President, Engineering, directs all product feasibility, design, development and testing activities. Joining Old Littelfuse as an Industrial Fuse Engineering Manager in 1982, he was named Manager of Circuit Protection Devices in 1984, promoted to Director of Engineering in January 1986 and promoted to his current position one year later. Prior to joining Old Littelfuse, Mr. Krueger worked for 15 years as an Engineering Manager for the Economy Fuse Division of Federal Electric, and for six years as a Plant Manager for Federal Pacific Reliance Electric. Lloyd J. Turner, Vice President, Operations, has responsibility for manufacturing operations and related support functions. Mr. Turner joined Old Littelfuse in October 1988, as Director of Manufacturing Operations after having served as an Operations Manager with Texas Instruments from November 1984 to September 1988. He was promoted to his current position in 1991. Hans Ouwehand, Vice President, European Operations, has complete responsibility for all sales, marketing, research and development, and manufacturing activities covering the entire range of electronic, automotive and aftermarket products sold by the Company in Europe. Mr. Ouwehand joined Old Littelfuse in 1984 as Sales Manager, Europe, Electronics Division. He was later promoted to the position of European Sales and Marketing Manager for all Littelfuse products and in 1986 to the position of General Manager-European Operations. Prior to joining Old Littelfuse, his industrial background included research and development work with Sperry Rand and sales and product management with Lameris Medical Instruments. -17- Mary S. Muchoney has served as Corporate Secretary since 1991, after joining Old Littelfuse in 1977. She is responsible for providing all secretarial and administrative functions for the President and Littelfuse Board of Directors. Ms. Muchoney is a member of the American Society of Corporate Secretaries. PART II ITEM 5. Market for Registrant's Common Equity and Related Stockholder Matters The information set forth under "Quarterly Stock Price" of Exhibit 13.1 filed as a part of this Annual Report on Form 10-K is incorporated herein by reference. As of March 14, 1997 there were 243 holders of record of the Company's Common Stock and in excess of 1,900 beneficial holders of its Common Stock. Since September 22, 1992, shares of the Common Stock have been traded in the over-the-counter market and quotations are reported using the symbol "LFUS" on the National Association of Securities Dealers Automated Quotations ("NASDAQ") National Market System. The Company has not paid any cash dividends since reorganization. Future dividend policy will be determined by the Board of Directors based upon their evaluation of earnings, cash availability and general business prospects. Currently, there are restrictions on the payment of dividends contained in the Company's Credit Agreement which relate to the maintenance of certain restricted payment ratios. ITEM 6. Selected Financial Data The information set forth under "Selected Financial Data - - Five Year Summary" of Exhibit 13.1 filed as a part of this Annual Report on Form 10-K is incorporated herein by reference. ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The information set forth under "Management's Discussion and Analysis of Financial Condition and Results of Operations" of Exhibit 13.1 filed as a part of this Annual Report on Form 10-K is incorporated herein by reference. ITEM 8. Financial Statements and Supplementary Data The Report of Independent Auditors, Management's Statement of Responsibility and the Consolidated Financial Statements and notes thereto of the Company set forth on Exhibit 13.1 filed as a part of this Annual Report on Form 10- K are incorporated herein by reference. -18- ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. PART III ITEM 10. Directors and Executive Officers of the Registrant The information set forth under "Election of Directors" in the Proxy Statement is incorporated herein by reference. The information set forth under "Executive Officers of the Registrant" in Part I of this Report is incorporated herein by reference. ITEM 11. Executive Compensation The information set forth under "Compensation of Executive Officers" in the Proxy Statement is incorporated herein by reference, except for the sections captioned "Reports of the Compensation Committee and Stock Option Committee on Executive Compensation" and "Company Performance." ITEM 12. Security Ownership of Certain Beneficial Owners and Management The information set forth under "Ownership of Littelfuse, Inc. Common Stock" in the Proxy Statement is incorporated herein by reference. ITEM 13. Certain Relationships and Related Transactions The information set forth under "Certain Relationships and Related Transactions" in the Proxy Statement is incorporated herein by reference. PART IV ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a) Financial Statements and Schedules (1) Financial Statements. The following financial statements set forth in Exhibit 13.1 filed as a part of the Annual Report on Form 10-K and incorporated herein by reference. (i) Consolidated Statements of Financial Condition as of December 28, 1996 and December 31, 1995. (ii) Consolidated Statements of Income for the years ended December 28, 1996, December 31, 1995 and 1994. -19- (iii) Consolidated Statements of Cash Flows for the years ended December 28, 1996, December 31, 1995 and 1994. (iv) Consolidated Statements of Shareholders' Equity for the years ended December 28, 1996, December 31, 1995 and 1994. (v) Notes to Consolidated Financial Statements. (2) Financial Statement Schedules. The following financial statement schedules are submitted herewith for the periods indicated therein. (I) Schedule II-Valuation and Qualifying Accounts and Reserves All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted. (3) Exhibits See Exhibit Index on pages 21-23, incorporated herein by reference. (b) Reports on Form 8-K There were no reports on Form 8-K during the fourth quarter of 1996. -20- LITTELFUSE, INC. SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (In Thousands)
Balance Additions Charged Balance at Charged to Deductions at Description Beginni to Other End of Year ng Costs Accounts (A) of Year and Expenses Year ended December 28, 1996 Allowance for losses on accounts receivable $ 863 $ 236 $ 203 $ 896 Reserves for sales discounts and allowances $ 3,038 $ 1,123 $ -- $ 4,161 Year ended December 31, 1995 Allowance for losses on accounts receivable $ 716 $ 275 $ 128 $ 863 Reserves for sales discounts and allowances $2,525 $ 513 $ -- $ 3,038 Year ended December 31, 1994 Allowance for losses on accounts receivable $ 692 $ 155 $ 131 $ 716 Reserves for sales discounts and allowances . . $2,134 $ 391 $ -- $ 2,525 (A) Write-off of uncollectible accounts, net of recoveries and foreign currency translation.
-21- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Littelfuse, Inc. By /s/ Howard B. Witt Howard B. Witt, Chairman, President and Chief Executive Officer Date: March 19, 1997 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: /s/ Howard B. Witt Chairman of the Board, President Howard B. Witt and Chief Executive Officer /s/ Anthony Grillo Director Anthony Grillo /s/ Bruce A. Karsh Director Bruce A. Karsh /s/ John E. Major Director John E. Major /s/ John J. Nevin Director John J. Nevin /s/ James F. Brace Vice President, Treasurer James F. Brace and Chief Financial Officer (Principal Financial Officer) -22- LITTELFUSE INC. INDEX TO EXHIBITS Sequentialc) Page Number Description of Exhibita) Number 2.1 Plan of Reorganization under Chapter 11 of the Bankruptcy Code of Old Littelfuse. 3.1 Certificate of Incorporation (as amended to date). 3.1A Certificate of Designations of Series A Preferred Stock (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K dated December 1, 1995 (1934 Act File No.0-20388) and incorporated herein by reference). 3.2 Bylaws (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K dated December 1, 1995 (1934 Act File No. 0-20388) and incorporated herein by reference). 4.1 Credit Agreement among Littelfuse, Inc., as borrower, the lenders named therein and the First National Bank of Chicago, as agent, dated as of August 31, 1993. 4.1A Amendment No. 1 to Credit Agreement, dated as of March 31, 1994. (Filed as Exhibit 4.1A to the Company's Form 10-K for the year ended December 31, 1995.) 4.1B Amendment No. 2 to Credit Agreement, dated as of June 16, 1995. (Filed as Exhibit 4.1A to the Company's Form 10-K for the year ended December 31, 1995.) 4.2 Registration Rights Agreement, dated as of December 27, 1991, between Littelfuse, Inc. and The Toronto-Dominion Bank Trust Company, as agent. 4.3 Warrant Agreement, dated as of December 27, 1991, between Littelfuse, Inc., and LaSalle National Trust, N.A., as warrant agent, together with form of Warrant. ____________ a) All of the exhibits, (except those filed herewith or specifically noted as being incorporated by reference from a different filing under the 1933 Act or 1934 Act) were filed as exhibits to the Company's Form 10 as filed with the Securities and Exchange Commission which became effective on September 16, 1992 (1934 Act File No. 0- 20388) and are incorporated herein by reference. b) Filed herewith. -23- c) This information appears only in the manually signed copy of the report. d) Indicates an employee benefit plan, management contract or compensatory plan or arrangement in which a named executive officer participates. Sequentialc) Page Number Description of Exhibit a) Number 4.4 Stock Plan for Employees and Directors of Littelfuse, Inc. d) 4.5 Form of Stock Option Agreement 4.6 Specimen Common Stock certificate. 4.7 Littelfuse, Inc. Retirement Plan dated January 1, 1992, as amended and restated.d) 4.8 Littelfuse, Inc. 401(k) Savings Plan.d) 4.9 Note Purchase Agreement, dated as of August 31, 1993, relating to $45,000,000 principal amount of Littelfuse, Inc. 6.31% Senior Notes due August 31, 2000. 4.10 Littelfuse Rights Plan Agreement, dated as of December 15, 1995, between Littelfuse, Inc. and LaSalle National Bank, as Rights Agent, together with Exhibits thereto (filed as Exhibit 1 to the Company's Form 8-A Registration Statement dated December 4, 1995 (1934 Act File No. 0-20388) 10.1 Lease Agreement (with option to purchase),dated December 27, 1991, between Littelfuse, Inc. and Westmark Systems, Inc. 10.2 Tax Indebtedness Sharing Agreement, dated December 27, 1991, between Littelfuse, Inc., Tracor, Inc. and certain other companies. b)10.3 Patent License Agreement, dated as of July 28, 1995, between Littelfuse, Inc. and Pacific Engineering Company, Ltd. 10.4 MINIr and MAXITM License Agreement, dated as of June 21, 1989, between Littelfuse, Inc. and McGraw-Edison Company. 10.5 Patent License Agreement, dated as of January 1, 1987, between Littelfuse, Inc. and Cooper Industries, Inc. -24- Sequentialc) Page Number Description of Exhibit a) Number 10.6 1993 Stock Plan for Employees and Directors of Littelfuse, Inc. (filed as Exhibit 10.1 to the Company's Form 10-Q for the quarterly period ended June 30, 1995 (1934 Act File No. 0-20388) and incorporated herein by reference.d) 10.7 Littelfuse, Inc. Supplemental Executive Retirement Plan.d) 10.8 Littelfuse Deferred Compensation Plan for Non-employee Directors.d) 10.9 Littelfuse Executive Loan Program (filed as Exhibit 10.2 to the Company's Form 10Q for the quarterly period ended June 30, 1995 (1934 Act File No. 0-20388) and incorporated herein by reference.d) b10.10 Employment Agreement dated as of September1, 1996 between Littelfuse, Inc. and Howard B. Witt. d) b)10.11 Change of Control Employment Agreement dated as of September 1, 1996 between Littelfuse, Inc. and Howard B. Witt. d) b)10.12 Form of change of Control Employment Agreement dated as of September 1, 1996 between Littelfuse, Inc. and Messrs. Anderson, Audino, Barron, Brace, Krueger and Turner. d) b)11.1 Computation of Net Income per Share. b)13.1 Portions of Littelfuse Annual Report to Stockholders for the year ended December 28, 1996. b)22.1 Subsidiaries. b)23.1 Consent of Independent Auditors. -25-
                               1
                                                  Exhibit 10.3
                              
              MINI-TYPE FUSE AND ATO-TYPE FUSE
             CONSOLIDATED AND AMENDED AGREEMENT
                              
     This Mini-Type Fuse And ATO-Type Fuse Consolidated And
Amended Agreement is made and entered this 28th day of July,
1995, between Littelfuse, Inc., a corporation organized under
the laws of the State of Delaware (hereafter called
"Licensor"), having its principal office at 800 East Northwest
Highway, Des Plaines, Illinois 60016, U.S.A., and Pacific
Engineering Company, Ltd., a corporation organized under the
laws of Japan (hereinafter called "Licensee"), having its
principal offices at 450 Hinoki-Cho, Ogaki-shi, Gifu-ken 503,
Japan.  Licensor and Licensee are referred to collectively as
"the Parties."
     
     WHEREAS, Licensor is the owner of patents on blade fuses,
and of registered trademark(s) on a blade fuse configuration,
and has claimed ownership of certain technology (know-how) and
of certain trade dress on certain elements of a blade fuse
configuration;
     
     WHEREAS, Licensor and Licensee entered into a "Patent
License Agreement' on December 25, 1977 ("the 1977
Agreement"), and a "Mini Fuse License Agreement" on May 22,
1990 ("the 1990 Agreement");
     
     WHEREAS, disputes over the terms and scope of the 1977
Agreement and the 1990 Agreement have arisen and, in order to
end and resolve these disputes, the Parties entered into an
"Outline of Agreement" on August 19, 1994, and agreed to
consolidate the terms of both the 1977 Agreement and the 1990
Agreement;
     
     NOW, THEREFORE, for good and sufficient consideration
paid, the Parties hereby agree to the terms and conditions set
forth below:
     
                          ARTICLE I
                         Definitions
                              
     Whenever used in this Agreement, the terms in this
  Article shall have the meanings set forth in the following
  paragraphs.
  
     "ATO-Type Fuses" shall mean blade-type fuses marketed
  since 1977 by Licensor, now under the "ATO" trademark, and the
  similar blade-type fuses which Licensee has marketed since
  1978.  An example of Licensor's "ATO-Type Fuses" is attached
  to this Agreement as Exhibit A.  Any fuses that do not include
  a metallic fusible link shall not be included in this
  definition.
  
     "Mini-Type Fuses" shall mean those blade-type fuses
  substantially smaller than the ATO-Type Fuses which are
  currently sold by Licensor under the "MINI" trademark, and the
  similar blade-type fuses that have been sold by Licensee since
  1992.  An example of Licensor's "Mini-Type Fuses" is attached
  to this Agreement as Exhibit B.  Any fuses that
     do not include a metallic fusible link shall not be
  included in this definition.
  
     "Intellectual Property" shall mean any and all patents,
  trademarks, trade dress, copyrights, and all other
  intellectual property rights owned by Licensor that currently
  exist and can be used in the design, manufacture, sale, or use
  of ATO-Type Fuses and Mini-Type Fuses, as well as any other
  intellectual property rights that are added pursuant to the
  terms of this Agreement.
  
     "Net Sales Price" shall mean the price charged by
  Licensee for one ATO-Type Fuse or one Mini-Type Fuse after
  deduction of applicable discounts and adjustments, such as
  those regarding transportation, packing charges, allowances,
  installation, insurance, taxes, returns, and special service
  charges.  If no such price exists and the ATO-Type Fuse or
  Mini-Type Fuse is not provided for promotional purposes or
  supplied to an affiliate owned at least 50% by Licensee, then
  the price shall be the same as the usual and customary Net
  Sales Price charged Licensee's customers.
  
     "Exclusive" shall mean that only Licensor or Licensee is
  allowed to manufacture, sell and/or use the Fuses in
  accordance with the provisions of the particular paragraphs in
  Article II. below that use such terms, except for any rights
  that may currently have been granted under existing
  agreement(s) between Bussmann or its successors and Licensor.
  
     "Non-Exclusive" shall mean that only Licensor and
Licensee are allowed to manufacture, sell and/or use the Fuses
in accordance with the provisions of the particular paragraphs
in Article II. below that use such terms, except for any
rights that may currently have been granted under existing
agreement(s) between Bussmann or its successors and Licensor.

     Territory A' is identified in Appendix I of this
  Agreement.
  
     Territories B' and C' are identified in Appendix I of
this Agreement.

     Territory D' is Australia, New Zealand, South Korea, and
  all other countries of the world that have not been
  specifically identified in the categories of any of
  Territories A', B' or C'.

                         ARTICLE II
                       Rights Granted
                              
     Licensor hereby grants to Licensee, and to Licensee's
  present and future subsidiaries, affiliates, and other
  companies in which Licensee owns at least 50% of the stock or
  assets, the rights and license set forth below.  (For purposes
  of subparagraphs a. and d. below, the corporate headquarters
  of any joint venture or otherwise affiliated company shall be
  deemed to be in the country of the company owning directly or
  indirectly 50% or more of the stock or assets in the joint
  venture or otherwise affiliated company.  Also, for purposes
  of subparagraphs below, the rights extended to Licensor shall
  also extend to Licensor's present and future subsidiaries,
  affiliates, and other companies in which Licensor owns at
  least 50% of the stock or assets.)
  
     a.   Territory A'.  The exclusive non-transferable rights
     and license to practice and use the Intellectual Property
     in the manufacture, sale and use of ATO-Type Fuses and
     Mini-Type Fuses in Territory A'.  Notwithstanding this
     right, however, Licensor may sell (but not manufacture)
     ATO-Type and Mini-Type Fuses as replacement genuine parts
     for vehicles and other equipment manufactured by
     companies that (1) have their corporate headquarters in
     Territory B', C' and D', and (2) have used Licensor's
     fuses as original equipment in Territory A', B', C' and
     D'.  The importation into Territory A' of vehicles or
     equipment having as original equipment the ATO-Type Fuses
     or Mini-Type fuses of the Licensor shall not be deemed to
     be a violation of Licensee's exclusive right and license
     in Territory A'.
     
     b.   Territory B'.  The exclusive non-transferable rights
     and license to practice and use the Intellectual Property
     in  the  manufacture of the Mini-Type Fuses in  Territory
     B'.   Both Licensor and Licensee shall have non-exclusive
     rights  to  manufacture, sell and use ATO-Type  Fuses  in
     Territory  B', and Licensor and Licensee shall both  have
     the right to sell and use the Mini-Type Fuses in
     Territory B'.

     c.    Territory  C'.   The non-exclusive non-transferable
     rights and license to sell (but not manufacture) ATO-Type
     Fuses  and Mini-Type Fuses in Territory C' as replacement
     genuine   parts   for   vehicles  and   other   equipment
     manufactured  by companies that (1) have their  corporate
     headquarters  in Territories A', B', or D' and  (2)  have
     used   Licensee's   fuses   as  original   equipment   in
     Territories  A',  B',  C', or D'.  The  importation  into
     Territory C' of vehicles or equipment having as  original
     equipment  ATO-Type  Fuses  or  Mini-Type  Fuses  of  the
     Licensee  shall  not  be deemed  to  be  a  violation  of
     Licensor's exclusive right and license in
     Territory C'.

     d.    Territory  D'.   The non-exclusive non-transferable
     rights  and  license to practice and use the Intellectual
     Property in the manufacture, use and sale of the ATO-Type
     and  Mini-Type Fuses in Territory D'.  As this  right  is
     non-exclusive, Licensor shall have these same  rights  in
     Territory D'.
     
     The Parties recognize that, as a matter of practical
  business operations and customer relations, they cannot
  control the locations to which their customers resell ATO-Type
  Fuses and Mini-Type Fuses.  Accordingly, Licensor agrees that
  any and all sales of ATO-Type Fuses and Mini-Type Fuses by
  Licensee's unaffiliated customers in a manner inconsistent
  with the territorial terms of this Agreement shall not be
  considered a breach of this Agreement by Licensee.  Similarly,
  Licensee agrees that any sales of ATO-Type Fuses and Mini-Type
  Fuses by Licensor's customers in a manner inconsistent with
  the territorial terms of this Agreement will not be considered
  a breach of this Agreement by Licensor.  It is understood that
  such customers are not granted any rights they do not
  otherwise have under the terms of this Agreement.  The Parties
  shall make reasonable efforts to the extent lawfully permitted
  to control resales of ATO-Type Fuses and Mini-Type Fuses in
  accordance with the territorial provisions of this Agreement.
  
     The Parties recognize that there are important customers
  of Licensee and Licensor in certain countries.  The Parties
  also recognize that there may be a desire on the part of such
  customers to have a second source of supply for ATO-Type Fuses
  and Mini-Type Fuses.  The Parties accordingly agree that they
  will recommend each other as second source suppliers for their
  customers if such second sources are required.
  
     All applicable Intellectual Property, if any, may be used
  with the ATO-Type and Mini-Type Fuses conditioned upon the
  Fuses having the quality which meets SAE or other quality
  standards in the areas where such Fuses will be used.
  Licensee shall send Licensor, and Licensor shall send
  Licensee, by the end of January and July of each year samples
  of each current rating of each Licensed Fuse.  The parties
  shall identify their ATO-Type and Mini-Type Fuses in such a
  manner as to be able to identify the Licensed Fuses
  manufacturer.  Licensor grants to Licensee the right to use
  its Mini-Fuse trademarks on the Licensed Fuses, subject to the
  same quality requirements set forth in this paragraph.
  
     Licensee shall not grant sublicenses to others.  It is
  recognized that this limitation shall not diminish in any way
  the rights given under this Agreement.
  
     Nothing in this Agreement shall preclude Licensee from
  being able to make fuses using the Intellectual Property that
  do not fall within the currently existing Mini-Type and ATO-
  Type fuses if any manufacturer should request that such
  differences be made.  However, Licensee shall first attempt to
  continue to use existing fuse configurations and
  specifications for any fuses using the Intellectual Property
  prior to making such a change.

                         ARTICLE III
                          Royalties
                              
     Royalties payable by Licensee to Licensor and the terms
  therefor shall apply to Licensee's sale of ATO-Type Fuses or
  Mini-Type Fuses as set forth below.
  
     Licensee shall pay Licensor 1.5% of the Net Sales Price
  of the ATO-Type Fuses.  The minimum annual royalty on ATO-Type
  Fuses shall be $25,000.  These royalties shall be payable for
  all ATO-Type Fuses sold by Licensee in any part of the world
  through August 10, 1999.  This royalty payment obligation will
  cease on the earlier date when and if all patents in all
  countries specified in this Agreement (whether or not used by
  Licensee) and relating to the ATO-Type Fuse expire are
  abandoned, or are declared invalid by final judgment of a
  court of competent jurisdiction from which no appeal can be or
  is taken.
  
     Licensee shall pay Licensor 2.5% of the Net Sales Price
  of the Mini-Type Fuses.  The minimum annual royalty on Mini-
  Type Fuses shall be $50,000.  These royalties shall be payable
  for all Mini-Type Fuses sold by Licensee in any part of the
  world through April 16, 2006.  This royalty payment obligation
  will cease on the earlier date when and if all patents in all
  countries specified in this Agreement (whether or not used by
  Licensee) and relating to the Mini-Type Fuse expire, are
  abandoned, or are declared invalid by final judgment of a
  court of competent jurisdiction from which no appeal can be or
  is taken.
  
     Minimum annual royalties shall be measured from April 1
  of one year to March 31 of the next year.  Minimum royalties
  shall be paid by Licensee each year if the royalties due on
  sales do not exceed the minimum annual royalty in paragraphs
  2. and 3. above.  Royalties shall be paid annually for all
  sales of Fuses during each annual period beginning April 1,
  the payment to be made on or before the date that is sixty
  (60) days following the end of each such annual period.  If
  the total royalties payable on the basis of actual sales for a
  given year is less than the minimum royalty due for that year,
  then Licensee shall pay Licensor, when the payment for each
  year is due, an amount of money equal to the minimal royalty
  due.  If the royalty payment due on the basis of actual sales
  exceeds the minimum royalties, then this amount shall be paid.
  All payments shall be made in United States dollars.  For
  purposes of converting Yen and other sales in different
  currencies, the acceptable rate of exchange to convert the Yen
  into United States dollars shall be the mid-point between the
  Bank of Tokyo's opening quotes on the last working day of
  March of each year for:  (1) the conversion of Yen into United
  States dollars (Telegraphic Transfer Selling Rate), and (2)
  the conversion of United States dollars into Yen (Telegraphic
  Transfer Buying Rate).
  
     If there should be any restriction imposed against the
  payment of the royalty, then, to the extent permitted by law,
  an account in Licensor's name shall be established in the
  country involved and the royalties due paid into such account.
  This account shall be maintained at Licensor's expense from
  the deposited funds or otherwise.  The deposit of such funds
  shall satisfy Licensee's obligations hereunder.
  
     Licensee shall maintain complete, clear and accurate
  records in sufficient detail to permit the determination of
  the royalties due under this Agreement.  At Licensor's
  request, Licensee shall cause its outside accountant to
  provide Licensor with an annual audited report of the royalty
  computation required under this Agreement.  Such report shall
  be maintained in confidence, and shall not be disclosed to
  anyone in the absence of court order which shall be opposed by
  Licensor until all reasonable means of opposition have been
  exhausted.  A protective order acceptable to Licensee shall be
  sought from any court requiring such production.  Any
  underpayment by Licensee that exceeds 10% shall be subject to
  prime rate interest on such excess.
  
     The Parties agree that only one royalty payment shall be
  due for each Mini-Type Fuse or ATO-Type Fuse.
  
     Licensor shall provide Licensee with notice of any new
  Intellectual Property for ATO-Type Fuses and/or Mini-Type
  Fuses developed by Licensor that would fall under this
  Agreement.  If Licensee in its sole option determines it
  wishes to include the new Intellectual Property under this
  Agreement for its use in connection with ATO-Type Fuses and/or
  Mini-Type Fuses, and so advises Licensor of this desire in
  writing, then such Intellectual Property shall be covered by
  this Agreement.  The period for royalty payments under this
  Agreement shall then be extended to the date on which any new
  patent added to this Agreement is abandoned, expires or is
  declared invalid.  Nothing herein shall require the payment of
  any additional royalty payments except for payments of the
  royalties provided for hereunder for any extension of the
  period for royalty payments for the ATO-Type Fuse and Mini-
  Type Fuse caused by the addition of new patents in accordance
  with this paragraph.
  
     When Licensee is no longer obligated to make royalty
payments under this Article for ATO-Type Fuses, then Licensee
shall be considered to have perpetual royalty-free licenses
for the ATO-Type Fuses.  When Licensee is no longer obligated
to make royalty payments under this Article for Mini-Type
Fuses, then Licensee shall be considered to have perpetual
royalty-free licenses for the Mini-Type Fuses.  Licensee
agrees that it will execute documents necessary to protect any
trademark or trade dress rights that Licensor might have on
the configuration of ATO-Type Fuses and Mini-Type Fuses when
Licensee no longer has any royalty obligations under this
Agreement for those ATO-Type Fuses and Mini-Type Fuses.
Licensor and Licensee also agree that, to the extent lawfully
permissible, they will retain the territorial limitations
imposed in this Agreement on each party's manufacture, sale
and/or use of ATO-Type Fuses and Mini-Type Fuses; provided,
however, that if it is determined that the same limitations
cannot legally be enforced, then no such limitations shall be
applied.

                         ARTICLE IV
               Representations and Warranties
                              
     Licensor represents and warrants that: (a) it is a
  corporation duly organized and existing in good standing under
  the laws of the State of Illinois and the United States; (b)
  it is duly authorized and has full corporate power under its
  Certificate of Incorporation and under applicable laws to
  operate its properties and engage in the business carried on
  by it; (c) the execution, delivery and performance of this
  Agreement by it has been duly authorized by all proper
  corporate action; (d) it has all necessary corporate power and
  authority to enter into this Agreement and to consummate the
  transactions herein contemplated; and, (e) it is the owner of
  the Intellectual Property covered by this Agreement.
  
     Licensee represents and warrants that: (a) it is a
  corporation duly organized and existing in good standing under
  the laws of Japan; (b) it is duly authorized and has full
  corporate power under its Certificate of Incorporation and
  under applicable laws to operate its properties and engage in
  the business carried on by it; (c) the execution, delivery and
  performance of this Agreement by it has been duly authorized
  by all proper corporate action, and, (d) it has all necessary
  corporate power and authority to enter into this Agreement and
  to consummate the transactions herein contemplated.
  
     Licensor makes no representations, extends no warranties,
  express or implied, and assumes no responsibilities
  whatsoever, with respect to the performance, merchantability
  or fitness for a particular purpose of ATO-Type Fuses and Mini-
  Type Fuses, to Licensee, its vendees or other transferees.

                          ARTICLE V
                 Effect On Prior Agreements
                              
     Upon execution by both Parties of the present "Mini-Type
  Fuse and ATO-Type Fuse Consolidated and Amended Agreement,"
  the Parties mutually agree that the present Agreement shall
  consolidate, replace and supersede all terms of the 1977
  Agreement, the 1990 Agreement, and the "Outline of Agreement"
  dated August 19, 1994.
  
     Licensee and Licensor shall, as of the date of execution
  of this Agreement, waive all rights and causes of action
  either may have had against the other prior to the execution
  of the agreement.
  
     Notwithstanding the provisions of paragraphs 1. and 2. of
  this Article, Licensee shall pay to Licensor (1) the
  accumulated royalties owed under the 1977 and 1990 Agreements
  up to August 31, 1994, and (2) the amount owed under this
  Agreement from that date until March 31, 1995, within sixty
  (60) days after April 1, 1995.  For purposes of simplifying
  calculations in this paragraph and in Article III., paragraphs
  2. and 3., the last date for applying the royalty rates in the
  1977 and 1990 Agreements shall be August 31, 1994.

                         ARTICLE VI
                          Liability
                              
     The Parties agree to indemnify and to hold each other
  harmless against any and all costs, claims, damages and
  expenses (including reasonable attorneys' fees) arising out of
  their own manufacture, sale or use of ATO-Type Fuses and Mini-
  Type Fuses.
  
     Neither party shall be in default of this Agreement or
  liable to the other party for any delay or default in
  performance where occasioned by any cause of any kind or
  extent beyond its control, including but not limited to:
  armed conflict or economic dislocation therefrom; embargoes or
  shortages of labor, raw materials, fuel, energy, production
  facilities or transportation; labor difficulties; civil
  disorders of any kind; action of any civil or military
  authorities (including priorities and allocations); fires;
  floods; accidents; other natural or man-made disasters or
  problems.
  
     Each party will protect and hold the other harmless from
  and against any costs, damages or expenses incurred as a
  result of its breach of any of its representations, agreements
  or warranties made herein.
  
     Should any claim of invalidity regarding any Intellectual
  Property covered by this Agreement be made by any person or
  entity, notice thereof shall be provided to the other party as
  soon as one of the Parties is informed about the claim.
  Notice shall also be provided to the other party should a
  party learn of any claim of infringement made by any person or
  entity regarding any of the Intellectual Property covered by
  this Agreement.  Licensor shall be charged with the
  enforcement and protection of those rights.

                         ARTICLE VII
                 Infringement and Invalidity
                              
     Infringement Prosecution.    Either Licensor or Licensee
  may initiate the prosecution of any infringer in Territory A'
  through an infringement suit or other proceeding designed to
  stop a substantial infringement by a material competitor.  If
  at any time Licensor determines that it does not want the
  infringement action to proceed, then it shall inform Licensee
  of this fact and such action shall be stopped.  Any normal,
  reasonable expenses incurred by Licensee as a result of such a
  stopped infringement action shall be returned by Licensor to
  Licensee within sixty days of receipt of a statement of
  expenses certified by Licensee's certified public accountant.
  Further, Licensee shall no longer need to pay royalty for the
  use of any patents involved in the stopped infringement action
  until such competition ceases, and for such period as such
  competition persists.
  
     Infringement Actions.  Should an infringement action be
  commenced by one party, the other party shall be entitled to
  join that action if it agrees to pay one half of the legal
  fees and expenses required to prosecute the case.  The party
  initiating the action shall be entitled to hire the
  attorney(s) required.  However, this selection must be
  approved by Licensor who agrees not to unreasonably withhold
  such approval.  In any event, the party which chooses not to
  participate shall be obligated to execute all papers and to
  provide such other assistance as is reasonably required to
  prosecute all at the other party's expense.

                        ARTICLE VIII
                      General Provisions

     Governing Law.  This Agreement shall be governed by and
  interpreted solely in accordance with the laws of the State of
  Illinois, U.S.A.  The terms of all international conventions
  and treaties, unless mandatory, including those dealing with
  the international sales of goods, shall not apply with respect
  to the interpretation of this Agreement, and, as between
  solely the Parties to this Agreement, with respect to any
  matter specifically covered by this Agreement or the laws of
  the State of Illinois.
  
     Arbitration.  Controversies of any kind relating to this
  Agreement shall first be negotiated among the Parties or the
  Parties' representatives over a period of no less than thirty
  days.  Failure to achieve agreement during this time period
  shall permit one of the Parties to seek resolution of the
  controversy through its reference to arbitration under the
  rules of the American Arbitration Association.  The Parties
  shall be required to choose a single arbitrator within thirty
  days or to have the American Arbitration Association choose
  such an arbitrator within two weeks thereafter.  The
  arbitrator shall not be either a United States or Japanese
  citizen.  The place of the arbitration shall be Honolulu,
  Hawaii, if brought initially by Licensor and Los Angeles,
  California, if initially brought by Licensee.  The Parties
  shall be bound by the decision of the arbitrator, whose
  decision shall be final.  At any time before or after the
  arbitrator's decision, the Parties may settle the controversy
  through other means.  The arbitration shall be subject to the
  Commercial Arbitration Rules of the American Arbitration
  Association ("AAA") then in effect.
  
     Entire Agreement.  This Agreement represents the entire
  understanding of the Parties hereto with respect to the
  subject matter hereof, supersedes all prior written or oral
  agreements and shall not be modified except by subsequent
  written agreement duly executed by or on behalf of the Parties
  by authorized officers.  If any of the provisions of this
  Agreement shall be held void or unenforceable, the other
  provisions shall survive and remain in full force and effect.
  
     Successors and Assigns.  This Agreement shall inure to
  the benefit of the Parties hereto and their successors and
  assigns; provided, however,  that the rights of Licensee
  hereunder may not be assigned nor its duties hereunder
  delegated to a third party unless 100% of Licensee's assets
  are sold to such third party.
  
     Execution in Counterparts.  This Agreement may be
  executed in one or more counterparts, each of which shall be
  deemed an original agreement but all of which shall be
  considered one and the same instrument.
  
     Titles and Headings.  Titles and headings to paragraphs
  and subparagraphs herein are inserted for the convenience of
  reference only and are not intended to affect the
  interpretation or construction of this Agreement.
  
     Independent Contractors.  The Parties recognize and agree
  that neither is a co-venturer, partner, or franchisee of the
  other.
  
     Validity and Enforceability.  The Parties agree that the
  validity and enforceability of this Agreement shall not be
  affected by the finding that one or more parts or provisions
  of the Agreement cannot be enforced for any reason, including
  the finding that they are in conflict with the laws of any
  jurisdiction, or any treaty or convention.
  
     Export Controls.  The Intellectual Property or ATO-Type
  Fuses and Mini-Type Fuses themselves may be subject to the
  export controls of Japan, the United States or other
  countries.  The Parties agree that they will undertake all
  necessary actions to follow existing and any future
  requirements of such countries, including specifically the
  requirements of COCOM and the U.S. Department of Commerce
  relating to the export of the ATO-Type Fuses and Mini-Type
  Fuses and technical information directly or indirectly to
  certain countries.  Any such existing and future requirements
  shall be identified in writing by Licensor to Licensee.
  
     Government Approvals.  This Agreement shall be finally
  effective upon the approval or validation thereof of
  appropriate Japanese authorities, if such approval or
  validation is required before the Agreement can be effective
  in Japan.
  
     Notices.  All notices required herein shall be
  transmitted by telefax and by courier to the following
  addresses and numbers:
  
    President
    Littelfuse, Inc.
    800 East Northwest Highway
    Des Plaines, Illinois  60016
    Fax Number:  1-847-824-3864
  
    President
    Pacific Engineering Co., Ltd.
    450 Hinoki-cho
    Ogaki-shi
    Gifu-Ken, Japan
    Fax Number:  1-81-584-94-6102

IN WITNESS WHEREOF, the Parties have caused this Agreement to
be executed in duplicate originals by their duly authorized
officers on this 28th day of July 1995.

LITTELFUSE, INC.              PACIFIC ENGINEERING CO., LTD.


___________________      _____________________________
Howard B. Witt           Hirohisa Ogawa
President                President
                         APPENDIX I
                              
Country in Territory A'

Japan

Countries in Territory B'          Countries in Territory C'

Afghanistan                   Norway
Bangladesh                    Sweden
Bhutan                        Finland
Myanmar                  Denmark
Cambodia                 United Kingdom
Hong Kong                Netherlands
India                         Belgium
Indonesia                Luxembourg
Iran                     Germany
Laos                     France
North Korea                   Spain
Malaysia                 Portugal
Mongolia                 Switzerland
Nepal                         Austria
Pakistan                 Italy
People's Republic of China         Ireland
Singapore                Czech Republic
Sri Lanka                Slovak Republic
Taiwan                   Hungary
Thailand                 Turkey
Vietnam                  Greece
Philippines                   All republics formerly
comprising Yugoslavia
                         Romania
                         All republics formerly comprising the
USSR
                         United States
                         Canada
                         Mexico
                         Poland

                  Countries in Territory D'
                              
Australia, New Zealand, South Korea, and all other countries
not listed under Territories A', B', and C'.

                              
                              










                              -12-
                               -7-
                                                    Exhibit 10.10
                                
                      Employment Agreement
     
     This Agreement is made and entered into as of the 1st day of
September,  1996,  by and between Littelfuse,  Inc.,  a  Delaware
corporation  (hereinafter  referred to  as  the  OCompanyO),  and
Howard B. Witt (hereinafter referred to as the OExecutiveO);
                                
                                
                           Witnesseth:
     
     Whereas, the Company desires to retain the services  of  the
Executive  in  the capacities herein set forth and the  Executive
desires to be employed by the Company in such capacities;
     
     Now,  Therefore,  in consideration of the premises  and  the
mutual  covenants herein contained, the Company and the Executive
hereby agree as follows:

      1.    Employment.  The Company hereby employs the Executive
and the Executive hereby accepts employment with the Company upon
the terms and conditions hereinafter set forth.

       2.     Term.   Subject  to  the  provisions  for   earlier
termination  hereinafter  set  forth,  the  term  of   employment
hereunder  shall commence on the date hereof and end on  the  day
preceding  the fifth anniversary of the date hereof  (hereinafter
said five-year period is referred to as the OEmployment PeriodO).

      3.    Compensation.   The  Company agrees  to  provide  the
Executive  with  the  following  compensation  for  all  services
rendered by the Executive under this Agreement:
     
        3.1.   Salary.  During the Employment Period, the Company
     shall pay to the Executive an annual salary of no less  than
     Three  Hundred  Ten  Thousand  Dollars  ($310,000),  payable
     monthly.   Commencing with calendar year 1997, the Board  of
     Directors  of the Company (or the Compensation Committee  of
     the  Board  of  Directors of the Company) shall  review  the
     compensation  payable to the Executive at  least  once  each
     calendar year during the Employment Period.
     
         3.2.   Bonus.  During the Employment Period, the Company
     shall  pay  to  the Executive such bonuses as the  Board  of
     Directors  of  the Company may from time to  time  determine
     based upon the evaluation of the ExecutiveOs performance  by
     the Board of Directors of the Company.
     
         3.3.   Other Benefits.  To the extent that the Executive
     is  otherwise  eligible to participate therein,  during  the
     Employment  Period  the  Executive  shall  be  entitled   to
     participate in and receive the benefits of any and all stock
     option,   pension,  retirement,  vacation,  profit  sharing,
     health,  disability,  insurance  and  other  benefit  plans,
     programs  and  policies, if any, which may be maintained  by
     the  Company  from  time  to time during  the  term  hereof,
     including,  without  limitation, any supplemental  executive
     retirement plan and executive loan program.

      4.    Duties.  The Executive shall, subject to election and
removal  by  the Board of Directors of the Company  in  its  sole
discretion,  serve  as Chairman, President  and  Chief  Executive
Officer  of  the  Company.  As such, the ExecutiveOs  duties  and
responsibilities shall include, but shall not be limited to:
     
           (i)     Primary  responsibility  for  the   day-to-day
     management of the Company;
     
         (ii)    Primary  responsibility for  ensuring  that  all
     orders  and  resolutions of the Board of  Directors  of  the
     Company are implemented;
     
        (iii)   Primary responsibility for reporting to the Board
     of Directors of the Company respecting the activities of the
     Company; and
     
          (iv)    Primary  responsibility  for  supervising   the
     executive management of the Company.

The  Executive  shall also be responsible for the performance  of
such  other duties and responsibilities as may be prescribed from
time to time by the Board of Directors of the Company.

      5.    Extent of Service.  During the Employment Period, the
Executive agrees to devote reasonable attention and time  to  the
business and affairs of the Company and its subsidiaries and,  to
the  extent necessary to discharge the responsibilities  assigned
to  the  Executive  hereunder, to use the ExecutiveOs  reasonable
best   efforts   to  perform  faithfully  and  efficiently   such
responsibilities.  During the Employment Period it shall not be a
violation  of  this Agreement for the Executive to  (i)Eserve  on
corporate, civic or charitable boards or committees, (ii)Edeliver
lectures,  fulfill speaking engagements or teach  at  educational
institutions, and (iii)Emanage personal investments, so  long  as
such   activities  do  not  significantly  interfere   with   the
performance of the ExecutiveOs responsibilities as an employee of
the  Company in accordance with this Agreement.  It is  expressly
understood and agreed that to the extent that any such activities
have  been  conducted by the Executive prior to the date  hereof,
the  continued  conduct of such activities  (or  the  conduct  of
activities  similar  in  nature and  scope  thereto)  during  the
Employment  Period  shall not thereafter be deemed  to  interfere
with  the performance of the ExecutiveOs responsibilities to  the
Company.

      6.    Working Facilities.  The Executive shall be furnished
with  office space, furnishings, secretarial assistance and  such
other  facilities and services as the Board of Directors  of  the
Company shall decide are reasonably necessary for the performance
of the ExecutiveOs duties.  The Company agrees that the Executive
shall  not be required to relocate to an office further  than  20
miles  from the CompanyOs Des Plaines, Illinois facility  without
the ExecutiveOs prior written consent.

     7.   Expenses.  The Company will reimburse the Executive for
such  reasonable  business expenses which  are  incurred  by  the
Executive  in  promoting  the business of  the  Company  and  its
subsidiaries upon the presentation by the Executive from time  to
time  (and  at  least  monthly) of an itemized  account  of  such
expenditures  containing such detail as may be  required  by  the
Board of Directors of the Company.

     8.   Termination of Employment.
     
         8.1.    Disability.  If the Board of  Directors  of  the
     Company determines in good faith that the Disability of  the
     Executive   has   occurred  during  the  Employment   Period
     (pursuant to the definition of Disability set forth  below),
     the  Board  of  Directors of the Company  may  give  written
     notice  to  the Executive of its intention to terminate  the
     ExecutiveOs  employment.   In such  event,  the  ExecutiveOs
     employment with the Company shall terminate effective on the
     30th day after delivery of such notice to the Executive (the
     ODisability Effective DateO), provided that, within  the  30
     days  after  such  delivery, the Executive  shall  not  have
     returned to full-time performance of the ExecutiveOs duties.
     For  purposes of this Agreement, ODisabilityO shall mean the
     absence  of  the Executive from the ExecutiveOs duties  with
     the  Company  on  a  full-time  basis  for  180  consecutive
     business  days as a result of incapacity due  to  mental  or
     physical  illness  which  is  determined  to  be  total  and
     permanent  by  a  physician selected by the Company  or  its
     insurers and reasonably acceptable to the Executive  or  the
     ExecutiveOs legal representative.
     
         8.2.   Cause.  The Company may terminate the ExecutiveOs
     employment  during  the Employment Period  for  Cause.   For
     purposes of this Agreement, OCauseO shall mean:
          
               (i)    the  willful and continued failure  of  the
          Executive  to  perform  substantially  the  ExecutiveOs
          duties  with  the Company (other than any such  failure
          resulting  from  incapacity due to physical  or  mental
          illness),   after  a  written  demand  for  substantial
          performance is delivered to the Executive by the  Board
          of   Directors   of  the  Company  which   specifically
          identifies  the manner in which the Board of  Directors
          of  the  Company  believes that the Executive  has  not
          substantially performed the ExecutiveOs duties and such
          failure  is  not cured within sixty (60) calendar  days
          after receipt of such written demand; or
          
              (ii)    the  willful engaging by the  Executive  in
          illegal conduct or gross misconduct which is materially
          and demonstrably injurious to the Company.
     
     For purposes of this provision, any act or failure to act on
     the  part of the Executive in violation or contravention  of
     any order, resolution or directive of the Board of Directors
     of  the  Company shall be considered OwillfulO  unless  such
     order, resolution or directive is illegal or in violation of
     the  certificate of incorporation or by-laws of the Company;
     provided,  however, that no other act or failure to  act  on
     the  part  of  the Executive shall be considered  Owillful,O
     unless  it  is done, or omitted to be done, by the Executive
     in   bad  faith  or  without  reasonable  belief  that   the
     ExecutiveOs action or omission was in the best interests  of
     the  Company.   Any  act,  or failure  to  act,  based  upon
     authority given pursuant to a resolution duly adopted by the
     Board  of Directors of the Company or based upon the  advice
     of counsel for the Company shall be conclusively presumed to
     be  done,  or omitted to be done, by the Executive  in  good
     faith  and  in  the  best interests  of  the  Company.   The
     cessation of employment of the Executive shall not be deemed
     to  be  for  Cause  unless and until there shall  have  been
     delivered  to  the  Executive a copy of  a  resolution  duly
     adopted  by the affirmative vote of not less than a majority
     of  the  entire membership of the Board of Directors of  the
     Company  at  a  meeting of the Board  of  Directors  of  the
     Company  called and held for such purpose (after  reasonable
     notice  is  provided to the Executive and the  Executive  is
     given  an  opportunity, together with counsel, to  be  heard
     before the Board of Directors of the Company), finding that,
     in  the good faith opinion of the Board of Directors of  the
     Company, the Executive is guilty of the conduct described in
     subparagraph   (i)  or  (ii)  above,  and   specifying   the
     particulars thereof in detail.
     
         8.3.    Good Reason.  The ExecutiveOs employment may  be
     terminated  by the Executive for Good Reason.  For  purposes
     of this Agreement, OGood ReasonO shall mean:
          
               (i)   the Executive is not elected, or is removed,
          as  the  Chairman, President or Chief Executive Officer
          of the Company;
          
              (ii)   the assignment by the Board of Directors  of
          the Company to the Executive of any duties inconsistent
          in   any   respect   with  the  ExecutiveOs   position,
          authority,  duties or responsibilities as  contemplated
          by  SectionE4 hereof, or any other action by the  Board
          of  Directors  of  the  Company  which  results  in   a
          diminution  in  such  position,  authority,  duties  or
          responsibilities,  excluding  for   this   purpose   an
          isolated,  insubstantial  and  inadvertent  action  not
          taken  in bad faith and which is remedied by the  Board
          of  Directors of the Company promptly after receipt  of
          notice thereof given by the Executive;
          
            (iii)   any failure by the Company to comply with any
          of  the  provisions of this Agreement,  other  than  an
          isolated,  insubstantial  and inadvertent  failure  not
          occurring  in  bad faith and which is remedied  by  the
          Company promptly after receipt of notice thereof  given
          by the Executive; or
          
              (iv)     any purported termination by the Board  of
          Directors  of the Company of the ExecutiveOs employment
          otherwise   than   as  expressly  permitted   by   this
          Agreement.
     
         8.4.    Notice of Termination.  Any termination  by  the
     Company  for  Cause, or by the Executive  for  Good  Reason,
     shall  be communicated by Notice of Termination to the other
     party  hereto given in accordance with SectionE12.8  hereof.
     For  purposes  of this Agreement, a ONotice of  TerminationO
     means  a  written  notice which (i)Eindicates  the  specific
     termination provision in this Agreement relied upon, (ii)Eto
     the  extent applicable, sets forth in reasonable detail  the
     facts  and  circumstances claimed to  provide  a  basis  for
     termination   of  the  ExecutiveOs  employment   under   the
     provision  so indicated and (iii)Eif the Date of Termination
     (as defined below) is other than the date of receipt of such
     notice, specifies the termination date (which date shall  be
     not more than 30 days after the giving of such notice).  The
     failure by the Executive or the Company to set forth in  the
     Notice  of  Termination  any  fact  or  circumstance   which
     contributes to a showing of Good Reason or Cause  shall  not
     waive   any   right  of  the  Executive  or   the   Company,
     respectively,  hereunder or preclude the  Executive  or  the
     Company,   respectively,  from  asserting   such   fact   or
     circumstance  in enforcing the ExecutiveOs or the  CompanyOs
     rights hereunder.
     
         8.5.    Date of Termination.  As used in this Agreement,
     ODate   of   TerminationO  means  (i)Eif   the   ExecutiveOs
     employment is terminated by the Company for Cause, or by the
     Executive  for  Good  Reason, the date of  delivery  of  the
     Notice  of Termination or any later date specified  therein,
     as  the  case may be, (ii)Eif the ExecutiveOs employment  is
     terminated   by  the  Company  other  than  for   Cause   or
     Disability,  the Date of Termination shall be  the  date  on
     which the Company notifies the Executive of such termination
     and  (iii)Eif  the ExecutiveOs employment is  terminated  by
     reason of death or Disability, the Date of Termination shall
     be  the  date  of  death of the Executive or the  Disability
     Effective Date, as the case may be.

     9.   Obligations of the Company upon Termination.
     
        9.1.   Good Reason; Other Than for Cause.  If, during the
     Employment   Period,   the  Company  shall   terminate   the
     ExecutiveOs employment other than for Cause or Disability or
     the  Executive  shall  terminate  his  employment  for  Good
     Reason,  such  termination  shall  constitute  a  breach  of
     contract by the Company and during the period commencing  on
     the  date  of  such  termination and  ending  on  the  fifth
     anniversary of the date hereof the Company shall, subject to
     the  provisions of SectionE9.2 hereof:  (i) continue to  pay
     the  Executive  the salary provided in Section  3.1  hereof,
     payable monthly, at the same annual level as was payable  to
     the  Executive  immediately prior to such termination;  (ii)
     continue  to  provide the Employee with all of the  benefits
     described in Section 3.3 hereof at the same levels  as  were
     provided to the Executive prior to such termination  (except
     that  no further stock options shall be granted); (iii)  pay
     to the Executive a bonus on each anniversary of the date the
     most  recent bonus was paid to the Executive prior  to  such
     termination in an amount equal to the average amount of  the
     bonuses  paid  to the Executive in the three calendar  years
     preceding the calendar year wherein such termination occurs;
     (iv)  continue  to  make  contributions  on  behalf  of  the
     Executive to all pension, retirement, supplemental executive
     retirement  and other plans and programs maintained  by  the
     Company  and  in which the Executive participated  prior  to
     such   termination  equal  to  the  amount  of  the  largest
     contribution with respect to each such plan or program which
     the  Company  contributed on behalf of the Executive  during
     any  of the three calendar years preceding the calendar year
     wherein  such  termination occurs; (v) amend  any  documents
     which  govern any unexercised stock options which were  held
     by the Executive immediately prior to the termination of his
     employment  to  provide  that  all  such  unexercised  stock
     options,  to  the extent not then exercisable, shall  become
     immediately  exercisable and not forfeited as  a  result  of
     said   termination  of  employment,  and   that   all   such
     unexercised  stock options shall continue to be  exercisable
     by  the Executive during the period of time from the date of
     such termination of employment to and including the 90th day
     after the fifth anniversary of the date hereof; and (vi)  be
     liable  to  the  Executive for any  and  all  other  damages
     sustained by the Executive as a result of any such breach of
     contract.
     
          9.2.    Mitigation  of  Damages.   If  the  ExecutiveOs
     employment is terminated pursuant to Section 9.1 hereof, the
     Executive shall have the duty to use his reasonable  efforts
     to  mitigate his damages by seeking employment comparable to
     his  employment with the Company with respect  to  position,
     compensation and geographic location.
     
          9.3.     Death.   If  the  ExecutiveOs  employment   is
     terminated  by  reason of the ExecutiveOs death  during  the
     Employment  Period, this Agreement shall  terminate  without
     further obligations by the Company to the ExecutiveOs  legal
     representatives under this Agreement other than for  payment
     of the compensation set forth under SectionE3 hereof accrued
     up to the date of the ExecutiveOs death.
     
         9.4.    Disability.   If the ExecutiveOs  employment  is
     terminated  by  reason of the ExecutiveOs Disability  during
     the   Employment  Period,  this  Agreement  shall  terminate
     without  further obligations by the Company to the Executive
     under   this  Agreement  other  than  for  payment  of   the
     compensation set forth in SectionE3 hereof accrued up to the
     Date of Termination.
     
         9.5.    Cause;  Other  than for  Good  Reason.   If  the
     ExecutiveOs employment shall be terminated for Cause  during
     the   Employment  Period,  this  Agreement  shall  terminate
     without  further obligations of the Company to the Executive
     under   this  Agreement  other  than  the  payment  of   the
     compensation set forth in SectionE3 hereof accrued up to the
     Date   of   Termination.    If  the  Executive   voluntarily
     terminates  his  employment during  the  Employment  Period,
     excluding  a  termination for Good  Reason,  this  Agreement
     shall  terminate without further obligations of the  Company
     to the Executive under this Agreement other than the payment
     of the compensation set forth in SectionE3 hereof accrued up
     to the Date of Termination.

     10.    Nonexclusivity of Rights.  Nothing in this  Agreement
shall  prevent  or  limit the ExecutiveOs  continuing  or  future
participation  in any plan, program, policy or practice  provided
by  the Company or any of its affiliated companies and for  which
the  Executive  may qualify, nor shall anything herein  limit  or
otherwise affect such rights as the Executive may have under  any
contract  or agreement with the Company or any of its  affiliated
companies.   Amounts  which  are vested  benefits  or  which  the
Executive  is  otherwise  entitled to  receive  under  any  plan,
policy, practice or program of or any contract or agreement  with
the  Company or any of its affiliated companies at or  subsequent
to  the  Date of Termination shall be payable in accordance  with
such  plan, policy, practice or program or contract or agreement,
except as explicitly modified by this Agreement.

    11.   Restrictive Covenants.
     
        11.1.    During the period that the Executive is employed
     by  the  Company  and, unless the Executive  terminates  his
     employment  for  Good Reason or the Company  terminates  his
     employment  other than for Cause, for a period  of  two  (2)
     years  after  the  Date  of Termination,  if  said  Date  of
     Termination  occurs  prior to the expiration  of  the  fifth
     anniversary of the date hereof, or for a period of  one  (1)
     year  after  the  Date  of  Termination,  if  said  Date  of
     Termination occurs on or after the fifth anniversary of  the
     date  hereof (hereinafter said two-year or one-year  period,
     whichever  becomes  applicable,  is  referred  to   as   the
     ORestrictive  PeriodO),  the  Executive  agrees   that   the
     Executive will not (i) own or have any interest, directly or
     indirectly,  in,  or act as an officer, director,  employee,
     consultant, agent or representative of, or assist in any way
     or  in  any  capacity,  any  Competitor  (as  such  term  is
     hereinafter defined); or (ii) directly or indirectly entice,
     induce  or  in any manner influence any person  who  is,  or
     shall  be,  in  the service of the Company  or  any  of  its
     Affiliates  (as such term is hereinafter defined)  to  leave
     such  service  for  the  purpose of  owning  or  having  any
     interest,  directly or indirectly, in, or being employed  by
     or  associated  with  any Competitor.   Notwithstanding  the
     foregoing,  the Executive may beneficially  own  up  to  one
     percent (1%) of any publicly traded equity securities of any
     entity  which  competes  with the  Company  or  any  of  its
     Affiliates   provided  such  ownership  is  for   investment
     purposes  only.   As  used  in this  Section  11,  the  term
     OCompetitorO  shall  include any  corporation,  partnership,
     sole   proprietorship,  joint  venture,  limited   liability
     company, association or other business organization (x)Ethat
     offers at any time during the Restrictive Period any product
     or   product  category  offered  at  any  time  during   the
     Restrictive  Period  by the Company  and  which  product  or
     product  category of the Company exceeds 10%  of  the  gross
     revenues or 10% of the pre-tax earnings of the Company on  a
     consolidated basis during the most recent fiscal year of the
     Company  ending prior to the Date of Termination  or  during
     any  other  fiscal  year of the Company  ending  during  the
     Restrictive  Period, and (y) that conducts business  in  any
     location  within the United States of America.  As  used  in
     this  Section  11, the term OAffiliatesO shall  include  any
     entity  in  which  the Company, or any  entity  which  owns,
     directly or indirectly, a majority ownership interest in the
     Company,  owns, directly or indirectly, at least a  majority
     interest.
     
        11.2.    The Executive agrees that all customer, supplier
     and  distributor  lists, financial data,  computer  software
     programs,   source  codes,  plans,  contracts,   agreements,
     literature,  manuals, catalogs, brochures,  books,  records,
     maps,  correspondence and other materials furnished  to  the
     Executive  by  the  Company, or any of  its  Affiliates,  or
     secured  through the efforts of the Executive,  relating  to
     the  business  conducted  by  the  Company  or  any  of  its
     Affiliates,  are  and  shall  remain  the  property  of  the
     Company, and/or its Affiliates, and the Executive agrees  to
     deliver all such materials, including all copies thereof, to
     the   Company   upon  the  termination  of  the  ExecutiveOs
     employment hereunder, or at any other time at the  CompanyOs
     request.
     
        11.3.   The Executive agrees that the Executive will  not
     at  any time during or after the ExecutiveOs employment with
     the  Company  reveal, divulge or make known to  any  person,
     firm  or  corporation  any  trade  secrets  or  confidential
     business information relating to the business of the Company
     or any of its Affiliates, and will retain all such knowledge
     and  information  in trust in a fiduciary capacity  for  the
     sole  benefit  of  the  Company, its  Affiliates  and  their
     respective successors and assigns.
     
        11.4.    In  the event that any court shall finally  hold
     that  the time or territory or any other provision  of  this
     Section  11 constitutes an unreasonable restriction  against
     the  Executive,  the  Executive agrees that  the  provisions
     hereof shall not be rendered void but shall apply as to such
     time,   territory  and  other  extent  as  such  court   may
     judicially  determine or indicate constitutes  a  reasonable
     restriction  under the circumstances involved.  The  Company
     and  the  Executive each request that any such  court  which
     holds  that  any  of  the  provisions  of  this  Section  11
     constitutes   an   unreasonable  restriction   against   the
     Executive  make a determination of what would  constitute  a
     reasonable restriction under the circumstances involved  and
     to reform this Agreement accordingly.
     
        11.5.   Except as expressly provided in any other written
     agreement  between  the  Company  and  the  Executive,   the
     provisions  of this Section 11 shall survive the termination
     of  the  term of this Agreement and the termination  of  the
     ExecutiveOs employment with the Company and shall run to and
     inure  to  the  benefit of the Company, its  Affiliates  and
     their respective successors and assigns.

    12.   General.
     
       12.1.   This Agreement supersedes all prior agreements and
     understandings between the Executive and the Company or  any
     of  its  Affiliates or their respective directors, officers,
     shareholders,     employees,    attorneys,     agents     or
     representatives,   and  constitutes  the  entire   Agreement
     between  the  parties, respecting the subject matter  hereof
     and  there are no representations, warranties or commitments
     other than those expressed herein.
     
        12.2.    The  Executive represents and  warrants  to  the
     Company  that the Executive is not a party to or  bound  by,
     and  the employment of the Executive by the Company  or  the
     ExecutiveOs disclosure of any information to the Company  or
     its  utilization  of such information will  not  violate  or
     breach any, employment, retainer, consulting, license,  non-
     competition,   non-disclosure,  trade   secrets   or   other
     agreement  or  understanding between the Executive  and  any
     other   person,  partnership,  corporation,  joint  venture,
     association or other entity.
     
        12.3.   No modification or amendment of, or waiver under,
     this  Agreement shall be valid unless in writing and  signed
     by  the Executive and an officer of the Company pursuant  to
     express authority granted by the Board of Directors  of  the
     Company.
     
        12.4.   The Executive agrees to indemnify the Company and
     its  Affiliates  against, and to hold the  Company  and  its
     Affiliates  harmless  from, any and  all  claims,  lawsuits,
     losses, damages, expenses, costs and liabilities, including,
     without  limitation, court costs and attorneysO fees,  which
     the Company or any of its Affiliates may sustain as a result
     of,  or  in  connection with, either directly or indirectly,
     the ExecutiveOs breach or violation of any of the provisions
     of  this  Agreement; provided, however, that  the  Executive
     shall  not be liable to the Company for any lost profits  of
     the  Company resulting from any such breaches or  violations
     which  are  primarily  based upon or  related  to  the  poor
     performance of any of the duties of the Executive  described
     in Section 4 hereof and which do not involve any intentional
     misconduct or malfeasance on the part of the Executive.
     
        12.5.    The  Company agrees to indemnify  the  Executive
     against,  and to hold the Executive harmless from,  any  and
     all  claims, lawsuits, losses, damages, expenses, costs  and
     liabilities, including, without limitation, court costs  and
     attorneysO fees, which the Executive may sustain as a result
     of,  or  in  connection with, either directly or indirectly,
     the  CompanyOs breach or violation of any of the  provisions
     of this Agreement.
     
        12.6.   The Executive hereby agrees that in the event  of
     the  violation by the Executive of any of the provisions  of
     this  Agreement,  the Company will be  entitled,  if  it  so
     elects, to institute and prosecute proceedings at law or  in
     equity  to obtain damages with respect to such violation  or
     to enforce the specific performance of this Agreement by the
     Executive  or to enjoin the Executive from engaging  in  any
     activity in violation hereof.
     
        12.7.   The waiver by the Company or the Executive  of  a
     breach of any provision of this Agreement by the other shall
     not  operate  or be construed as a waiver of any  subsequent
     breach.
     
        12.8.    Each notice, request, demand, approval or  other
     communication which may be or is required to be given  under
     this  Agreement shall be in writing and shall be  deemed  to
     have  been properly given when delivered personally  at  the
     address set forth below for the intended party during normal
     business  hours at such address, when sent by  facsimile  or
     other  electronic  transmission to the respective  facsimile
     transmission  numbers of the parties set  forth  below  with
     telephone   confirmation  of  receipt,  or  when   sent   by
     recognized  overnight courier or by United States registered
     or   certified  mail,  return  receipt  requested,   postage
     prepaid, addressed as follows:

               If to the Company:

               Littelfuse, Inc.
               800 E. Northwest Highway
               Des Plaines, Illinois  60016
               Attention:     The Directors of the Company
                           (other than the Executive)
               Facsimile:     (847) 824-3865
               Confirm:  (847) 391-0304

               If to the Executive:

               Howard B. Witt
               93-A Bateman Road
               Barrington Hills, Illinois  60010
               Facsimile:     _________________
               Confirm:  (847) 382-5821
     
     Notices  shall be given to such other addressee or  address,
     or  both,  or  by  way of such other facsimile  transmission
     number,  as  a  particular  party  may  from  time  to  time
     designate by written notice to the other party hereto.  Each
     notice,  request,  demand, approval or  other  communication
     which  is  sent  in  accordance with this Section  shall  be
     deemed  delivered, given and received for  all  purposes  of
     this  Agreement as of three business days after the date  of
     deposit  thereof  for mailing in a duly  constituted  United
     States post office or branch thereof, one business day after
     deposit with a recognized overnight courier service or  upon
     confirmation  of  receipt  of  any  facsimile  transmission.
     Notice  given  to a party hereto by any other  method  shall
     only  be  deemed  to be delivered, given and  received  when
     actually received in writing by such party.
     
        12.9.   The Company agrees to reimburse the Executive for
     up  to  $5,000 for any reasonable attorneysO fees  or  other
     expenses  incurred by the Executive in connection  with  the
     negotiation, preparation and review of this Agreement.
     
       12.10.   This Agreement shall inure to the benefit of  and
     be  binding  upon  the Company and the Executive  and  their
     respective  heirs, personal representatives, successors  and
     assigns.
     
       12.11.   This Agreement shall be governed by and construed
     in accordance with the laws of the State of Illinois.
     
       12.12.    This Agreement may be executed in  two  or  more
     counterparts,  all of which taken together shall  constitute
     one and the same agreement.
     
     In  Witness  Whereof, the parties hereto have executed  this
Employment Agreement as of the day and year first above written.

Littelfuse, Inc.                        Executive:



By______________________________
__________________________________
Its______________________________       Howard B. Witt
                                    



                             -18-
                              -3-
                                                               
                                                               
                                                  Exhibit 10.10
                               
                               
                       Change of Control
                     Employment Agreement
     
     This Agreement is made and entered into as of the 1st  day
of September, 1996, by and between Littelfuse, Inc., a Delaware
corporation  (hereinafter referred to as  the  OCompanyO),  and
Howard B. Witt (hereinafter referred to as the OExecutiveO);

                     W i t n e s s e t h:
     
     Whereas,   the   Board  of  Directors   of   the   Company
(hereinafter referred to as the OBoardO) has determined that it
is in the best interests of the Company and its stockholders to
provide  the  Executive  with certain protections  against  the
uncertainties usually created by a Change of Control  (as  such
term is hereinafter defined); and
     
     Whereas,  the Board believes that the protections provided
to  the  Executive in connection with a Change of Control  will
better  enable the Executive to devote his full time, attention
and energy to the business of the Company prior to and after  a
Change  of  Control, thereby benefitting the  Company  and  its
stockholders;
     
     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 Company  and
the Executive hereby agree as follows:

    SectionE1.   Certain Definitions.  (a)EThe OEffective DateO
shall  mean the first date during the Change of Control  Period
(as  defined  in  SectionE1(b) hereof) on  which  a  Change  of
Control    (as    defined   in   SectionE2   hereof)    occurs.
Notwithstanding  anything  to the contrary  contained  in  this
Agreement, if a Change of Control occurs and if the ExecutiveOs
employment with the Company is terminated prior to the date  on
which  the  Change of Control occurs, and if it  is  reasonably
demonstrated   by  the  Executive  that  such  termination   of
employment (i)Ewas at the direct or indirect request of a third
party who theretofore had taken any steps intended to effect  a
Change of Control or (ii)Eotherwise arose in connection with or
in  anticipation of a Change of Control, then for all  purposes
of  this  Agreement the OEffective DateO shall  mean  the  date
immediately   prior  to  the  date  of  such   termination   of
employment.



     (b)   The OChange of Control PeriodO shall mean the period
commencing  on  the  date  hereof  and  ending  on  the   fifth
anniversary of the date hereof.

    SectionE2.    Change of Control.  For the purpose  of  this
Agreement, a OChange of ControlO shall mean:
     
          (a)   The acquisition in one or more transactions  by
     any  individual, entity or group (hereinafter referred  to
     collectively  as  a  OPersonO)  within  the   meaning   of
     SectionE13(d)(3) of the Securities Exchange Act  of  1934,
     as  amended  (hereinafter referred  to  as  the  OExchange
     ActO), of beneficial ownership (within the meaning of, and
     calculated  in  accordance with,  Rule  13d-3  promulgated
     under  the Exchange Act) of 20% or more of either  (i)Ethe
     then  outstanding shares of common stock  of  the  Company
     (hereinafter  referred  to  as  the  OOutstanding  Company
     Common  StockO) or (ii)Ethe combined voting power  of  the
     then outstanding voting securities of the Company entitled
     to   vote   generally   in  the  election   of   directors
     (hereinafter  referred  to  as  the  OOutstanding  Company
     Voting  SecuritiesO); provided, however, that for purposes
     of  this subsection (a), the following acquisitions  shall
     not  constitute  a Change of Control: (i)Eany  acquisition
     directly  from  the Company, (ii)Eany acquisition  by  the
     Company,  (iii)Eany  acquisition by any  employee  benefit
     plan  (or  related trust) sponsored or maintained  by  the
     Company  or  any  corporation controlled by  the  Company,
     (iv)Eany  acquisition  by any corporation  pursuant  to  a
     transaction  which  complies with  clausesE(i),  (ii)  and
     (iii)  of  subsectionE(c) of this  SectionE2  or  (v)  any
     acquisition   by  Oaktree  Capital  Management,   LLC,   a
     California  limited  liability  company,  or  any  of  its
     Affiliates  or  Associates  (as  used  herein,  the  terms
     OAffiliateO  and  OAssociateO shall  have  the  respective
     meanings  ascribed  to  such terms in  RuleE12b-2  of  the
     General Rules and Regulations under the Exchange Act); or
     
           (b)    Individuals  who,  as  of  the  date  hereof,
     constitute  the  Board (hereinafter  referred  to  as  the
     OIncumbent  BoardO) cease for any reason to constitute  at
     least a majority of the Board; provided, however, that any
     individual  becoming  a director subsequent  to  the  date
     hereof  whose election, or nomination for election by  the
     CompanyOs stockholders, was approved by a vote of at least
     a  majority of the directors then comprising the Incumbent
     Board shall be considered as though such individual were a
     member  of  the Incumbent Board, but excluding,  for  this
     purpose,  any such individual whose initial assumption  of
     office  occurs  as  a  result of an actual  or  threatened
     election  contest with respect to the election or  removal
     of directors or other actual or threatened solicitation of
     proxies or consents by or on behalf of a Person other than
     the Board; or
     
     
     
          (c)    Consummation  of a reorganization,  merger  or
     consolidation  or  sale  or other disposition  of  all  or
     substantially   all   of  the  assets   of   the   Company
     (hereinafter  referred  to  as a  OBusiness  CombinationO)
     unless,  following such Business Combination,  (i)Eall  or
     substantially all of the individuals and entities who were
     the  beneficial  owners, respectively, of the  Outstanding
     Company  Common  Stock  and  Outstanding  Company   Voting
     Securities  immediately prior to such Business Combination
     beneficially  own, directly or indirectly, more  than  50%
     of,  respectively, the then outstanding shares  of  common
     stock   and  the  combined  voting  power  of   the   then
     outstanding  voting securities entitled to vote  generally
     in  the election of directors, as the case may be, of  the
     corporation   resulting  from  such  Business  Combination
     (including, without limitation, a corporation which  as  a
     result  of  such transaction owns the Company  or  all  or
     substantially all of the CompanyOs assets either  directly
     or  through one or more subsidiaries) in substantially the
     same proportions as their ownership, immediately prior  to
     such  Business  Combination  of  the  Outstanding  Company
     Common Stock and Outstanding Company Voting Securities, as
     the case may be, (ii)Eno Person (excluding any corporation
     resulting  from such Business Combination or any  employee
     benefit  plan  (or related trust) of the Company  or  such
     corporation  resulting  from  such  Business  Combination)
     beneficially owns, directly or indirectly, 20% or more of,
     respectively, the then outstanding shares of common  stock
     of   the   corporation   resulting  from   such   Business
     Combination,  or  the combined voting power  of  the  then
     outstanding  voting securities of such corporation  except
     to  the  extent that such ownership existed prior  to  the
     Business Combination and (iii)Eat least a majority of  the
     members  of  the  board of directors  of  the  corporation
     resulting  from such Business Combination were members  of
     the  Incumbent Board at the time of the execution  of  the
     initial  agreement,  or  of  the  action  of  the   Board,
     providing for such Business Combination; or
     
         (d)   Approval by the stockholders of the Company of a
     complete liquidation or dissolution of the Company  within
     one year after a Business Combination.

    SectionE3.   Employment Period.  The Company hereby  agrees
to  continue to employ the Executive, and the Executive  hereby
agrees to remain as an employee of the Company, subject to  the
terms   and  conditions  of  this  Agreement,  for  the  period
commencing  on  the  Effective Date and  ending  on  the  third
anniversary of such date (the OEmployment PeriodO).

SectionE4.     Terms of Employment.

     (a)    Position  and  Duties.  (i)EDuring  the  Employment
Period,   (A)Ethe   ExecutiveOs  position  (including   status,
offices, titles and reporting requirements), authority,  duties
and

responsibilities shall be at least commensurate in all material
respects with the most significant of those held, exercised and
assigned  at  any  time during the 120-day  period  immediately
preceding  the Effective Date and (B)Ethe ExecutiveOs  services
shall  be  performed at the location where  the  Executive  was
employed immediately preceding the Effective Date or any office
or location less than 20 miles from such location.

    (ii)    During  the  Employment Period, and  excluding  any
periods  of  vacation and sick leave to which the Executive  is
entitled,  the Executive agrees to devote reasonable  attention
and  time  during  normal business hours to  the  business  and
affairs  of  the  Company  and,  to  the  extent  necessary  to
discharge   the  responsibilities  assigned  to  the  Executive
hereunder,  to use the ExecutiveOs reasonable best  efforts  to
perform   faithfully  and  efficiently  such  responsibilities.
During  the  Employment Period it shall not be a  violation  of
this  Agreement  for the Executive to (A)Eserve  on  corporate,
civic or charitable boards or committees, (B)Edeliver lectures,
fulfill   speaking   engagements  or   teach   at   educational
institutions, and (C)Emanage personal investments, so  long  as
such  activities  do  not  significantly  interfere  with   the
performance of the ExecutiveOs responsibilities as an  employee
of  the  Company  in  accordance with this  Agreement.   It  is
expressly  understood and agreed that to the  extent  that  any
such  activities have been conducted by the Executive prior  to
the  Effective  Date, the continued conduct of such  activities
(or  the  conduct  of activities similar in  nature  and  scope
thereto)  subsequent to the Effective Date shall not thereafter
be  deemed to interfere with the performance of the ExecutiveOs
responsibilities to the Company.

    (b)   Compensation. (i) Base Salary.  During the Employment
Period,  the  Executive  shall receive an  annual  base  salary
(hereinafter  referred to as the OAnnual Base  SalaryO),  which
shall be paid at a monthly rate, equal to at least twelve times
the  highest monthly base salary paid or payable, including any
base  salary  which  has  been  earned  but  deferred,  to  the
Executive  by  the  Company  and its  affiliated  companies  in
respect  of  the twelve-month period immediately preceding  the
month   in  which  the  Effective  Date  occurs.   During   the
Employment Period, the Annual Base Salary shall be reviewed  no
more  than 12 months after the last salary increase awarded  to
the  Executive  prior to the Effective Date and  thereafter  at
least  annually.  Any increase in Annual Base Salary shall  not
serve  to limit or reduce any other obligation to the Executive
under  this Agreement.  Annual Base Salary shall not be reduced
after any such increase and the term Annual Base Salary as used
in  this  Agreement  shall refer to Annual Base  Salary  as  so
increased.   As  used in this Agreement, the  term  Oaffiliated
companiesO shall include any company controlled by, controlling
or under common control with the Company.

   (ii)   Annual Bonus.  In addition to the Annual Base Salary,
the  Executive  shall be awarded, for each fiscal  year  ending
during  the  Employment  Period, an annual  bonus  (hereinafter
referred  to as the OAnnual BonusO) in cash at least  equal  to
the  ExecutiveOs  highest bonus under the  CompanyOs  incentive
bonus program or any comparable bonus under any predecessor  or
successor plan, for the last three full fiscal years  prior  to
the  Effective Date (annualized in the event that the Executive
was  not  employed by the Company for the whole of such  fiscal
year)  (hereinafter referred to as the ORecent Annual  BonusO).
Each  such Annual Bonus shall be paid no later than the end  of
the  third  month of the fiscal year next following the  fiscal
year  for  which  the  Annual  Bonus  is  awarded,  unless  the
Executive  shall  elect  to defer the receipt  of  such  Annual
Bonus.

   (iii)   Incentive, Savings and Retirement Plans.  During the
Employment   Period,  the  Executive  shall  be   entitled   to
participate  in  all incentive, savings and  retirement  plans,
practices, policies and programs applicable generally to  other
peer  executives  of the Company and its affiliated  companies,
but  in  no  event  shall such plans, practices,  policies  and
programs  provide  the  Executive with incentive  opportunities
(measured  with  respect to both regular and special  incentive
opportunities, to the extent, if any, that such distinction  is
applicable),  savings  opportunities  and  retirement   benefit
opportunities, in each case, less favorable, in the  aggregate,
than  the  most favorable of those provided by the Company  and
its  affiliated companies for the Executive under  such  plans,
practices,  policies  and programs as in  effect  at  any  time
during  the 120-day period immediately preceding the  Effective
Date  or  if  more favorable to the Executive,  those  provided
generally  at any time after the Effective Date to  other  peer
executives of the Company and its affiliated companies.

   (iv)   Welfare Benefit Plans.  During the Employment Period,
the  Executive and/or the ExecutiveOs family, as the  case  may
be,  shall  be eligible for participation in and shall  receive
all  benefits under welfare benefit plans, practices,  policies
and  programs  provided  by  the  Company  and  its  affiliated
companies    (including,    without    limitation,     medical,
prescription,  dental, disability, employee life,  group  life,
accidental  death  and  travel  accident  insurance  plans  and
programs)  to  the extent applicable generally  to  other  peer
executives of the Company and its affiliated companies, but  in
no  event  shall such plans, practices, policies  and  programs
provide  the Executive with benefits which are less  favorable,
in  the  aggregate,  than  the most favorable  of  such  plans,
practices, policies and programs in effect for the Executive at
any  time  during the 120-day period immediately preceding  the
Effective  Date  or, if more favorable to the Executive,  those
provided  generally  at any time after the  Effective  Date  to
other  peer  executives  of  the  Company  and  its  affiliated
companies.

      (v)    Expenses.   During  the  Employment  Period,   the
Executive shall be entitled to receive prompt reimbursement for
all reasonable expenses incurred by the Executive in accordance
with  the most favorable policies, practices and procedures  of
the  Company  and its affiliated companies in  effect  for  the
Executive  at  any  time during the 120-day period  immediately
preceding  the  Effective Date or, if  more  favorable  to  the
Executive,  as in effect generally at any time thereafter  with
respect  to  other  peer  executives of  the  Company  and  its
affiliated companies.

    (vi)   Fringe Benefits.  During the Employment Period,  the
Executive  shall  be  entitled to fringe  benefits,  including,
without   limitation,  tax  and  financial  planning  services,
payment  of club dues, and, if applicable, use of an automobile
and  payment of related expenses, in accordance with  the  most
favorable  plans,  practices,  programs  and  policies  of  the
Company  and  its  affiliated  companies  in  effect  for   the
Executive  at  any  time during the 120-day period  immediately
preceding  the  Effective Date or, if  more  favorable  to  the
Executive,  as in effect generally at any time thereafter  with
respect  to  other  peer  executives of  the  Company  and  its
affiliated companies.

   (vii)    Office  and Support Staff.  During  the  Employment
Period, the Executive shall be entitled to an office or offices
of  a size and with furnishings and other appointments, and  to
exclusive personal secretarial and other assistance,  at  least
equal  to the most favorable of the foregoing provided  to  the
Executive  by the Company and its affiliated companies  at  any
time  during  the  120-day  period  immediately  preceding  the
Effective  Date  or,  if more favorable to  the  Executive,  as
provided generally at any time thereafter with respect to other
peer executives of the Company and its affiliated companies.

   (viii)    Vacation.   During  the  Employment  Period,   the
Executive shall be entitled to paid vacation in accordance with
the  most favorable plans, policies, programs and practices  of
the  Company and its affiliated companies as in effect for  the
Executive  at  any  time during the 120-day period  immediately
preceding  the  Effective Date or, if  more  favorable  to  the
Executive,  as in effect generally at any time thereafter  with
respect  to  other  peer  executives of  the  Company  and  its
affiliated companies.

   SectionE5.   Termination of Employment.

     (a)   Disability.  If the Company determines in good faith
that  the  Disability of the Executive has occurred during  the
Employment Period (pursuant to the definition of Disability set
forth  below), it may give written notice to the  Executive  of
its intention to terminate the ExecutiveOs employment.  In such
event,  the  ExecutiveOs  employment  with  the  Company  shall
terminate  effective  on the 30th day after  delivery  of  such
notice  to  the  Executive (the ODisability  Effective  DateO),
provided  that,  within the 30 days after  such  delivery,  the
Executive  shall not have returned to full-time performance  of
the  ExecutiveOs  duties.   For  purposes  of  this  Agreement,
ODisabilityO shall mean the absence of the Executive  from  the
ExecutiveOs  duties with the Company on a full-time  basis  for
180 consecutive business days as a result of incapacity due  to
mental or physical illness which is determined to be total  and
permanent  by  a  physician selected  by  the  Company  or  its
insurers  and  reasonably acceptable to the  Executive  or  the
ExecutiveOs legal representative.

     (b)    Cause.   The Company may terminate the  ExecutiveOs
employment  during  the  Employment  Period  for  Cause.    For
purposes of this Agreement, OCauseO shall mean:
     
          (i)    the  willful  and  continued  failure  of  the
     Executive to perform substantially the ExecutiveOs  duties
     with  the  Company (other than any such failure  resulting
     from  incapacity due to physical or mental illness), after
     a  written demand for substantial performance is delivered
     to   the   Executive  by  the  Board  which   specifically
     identifies the manner in which the Board believes that the
     Executive  has not substantially performed the ExecutiveOs
     duties  and  such failure is not cured within  sixty  (60)
     calendar days after receipt of such written demand; or
     
        (ii)   the willful engaging by the Executive in illegal
     conduct  or  gross  misconduct  which  is  materially  and
     demonstrably injurious to the Company.

For  purposes of this provision, any act or failure to  act  on
the  part of the Executive in violation or contravention of any
order, resolution or directive of the Board of Directors of the
Company  shall  be  considered  OwillfulO  unless  such  order,
resolution  or  directive is illegal or  in  violation  of  the
certificate  of  incorporation  or  by-laws  of  the   Company;
provided, however, that no other act or failure to act  on  the
part of the Executive, shall be considered Owillful,O unless it
is  done, or omitted to be done, by the Executive in bad  faith
or  without  reasonable belief that the ExecutiveOs  action  or
omission was in the best interests of the Company.  Any act, or
failure  to  act,  based upon authority  given  pursuant  to  a
resolution  duly adopted by the Board or upon the  instructions
of  the  Chief  Executive Officer or a senior  officer  of  the
Company  or  based upon the advice of counsel for  the  Company
shall  be  conclusively presumed to be done, or omitted  to  be
done,  by the Executive in good faith and in the best interests
of  the  Company.  The cessation of employment of the Executive
shall  not  be  deemed to be for Cause unless and  until  there
shall  have  been  delivered  to the  Executive  a  copy  of  a
resolution  duly adopted by the affirmative vote  of  not  less
than three-quarters of the entire membership of the Board at  a
meeting  of  the Board called and held for such purpose  (after
reasonable  notice  is  provided  to  the  Executive  and   the
Executive is given an opportunity, together with counsel, to be
heard  before  the  Board), finding that,  in  the  good  faith
opinion  of  the Board, the Executive is guilty of the  conduct
described in subparagraph (i) or (ii) above, and specifying the
particulars thereof in detail.

     (c)    Good  Reason.   The ExecutiveOs employment  may  be
terminated  by the Executive for Good Reason.  For purposes  of
this Agreement, OGood ReasonO shall mean:
     
          (i)   the Executive is not elected, or is removed, as
     the  Chairman, President or Chief Executive Officer of the
     Company;
     
         (ii)    the assignment to the Executive of any  duties
     inconsistent in any respect with the ExecutiveOs position,
     authority,  duties or responsibilities as contemplated  by
     SectionE4(a)  hereof, or any other action by  the  Company
     which results in a diminution in such position, authority,
     duties or responsibilities, excluding for this purpose  an
     isolated,  insubstantial and inadvertent action not  taken
     in bad faith and which is remedied by the Company promptly
     after receipt of notice thereof given by the Executive;
     
       (iii)   any failure by the Company to comply with any of
     the  provisions of this Agreement, other than an isolated,
     insubstantial and inadvertent failure not occurring in bad
     faith  and which is remedied by the Company promptly after
     receipt of notice thereof given by the Executive;
     
         (iv)   the CompanyOs requiring the Executive to travel
     on Company business to a substantially greater extent than
     required immediately prior to the Effective Date; or
     
          (v)   any purported termination by the Company of the
     ExecutiveOs   employment  otherwise  than   as   expressly
     permitted by this Agreement.
     
     For   purposes  of  this  SectionE5(c),  any  good   faith
determination of OGood ReasonO made by the Executive  shall  be
conclusive.

     (d)    Notice  of  Termination.  Any  termination  by  the
Company  for Cause, or by the Executive for Good Reason,  shall
be  communicated  by Notice of Termination to the  other  party
hereto  given  in  accordance with SectionE12(b)  hereof.   For
purposes of this Agreement, a ONotice of TerminationO  means  a
written  notice  which  (i)Eindicates the specific  termination
provision  in  this Agreement relied upon, (ii)Eto  the  extent
applicable,  sets  forth in reasonable  detail  the  facts  and
circumstances claimed to provide a basis for termination of the
ExecutiveOs  employment under the provision  so  indicated  and
(iii)Eif  the Date of Termination (as defined below)  is  other
than  the  date  of  delivery  of such  notice,  specifies  the
termination  date (which date shall be not more  than  30  days
after  the  delivery  of  such notice).   The  failure  by  the
Executive  or  the  Company  to set  forth  in  the  Notice  of
Termination  any  fact or circumstance which contributes  to  a
showing  of Good Reason or Cause shall not waive any  right  of
the  Executive  or  the  Company,  respectively,  hereunder  or
preclude  the  Executive  or  the Company,  respectively,  from
asserting   such   fact  or  circumstance  in   enforcing   the
ExecutiveOs or the CompanyOs rights hereunder.

     (e)    Date  of Termination.  ODate of TerminationO  means
(i)Eif  the ExecutiveOs employment is terminated by the Company
for  Cause,  or by the Executive for Good Reason, the  date  of
delivery  of  the  Notice  of Termination  or  any  later  date
specified  therein, as the case may be, (ii)Eif the ExecutiveOs
employment is terminated by the Company other than for Cause or
Disability, the Date of Termination shall be the date on  which
the   Company  notifies  the  Executive  of  such  termination,
(iii)Eif the ExecutiveOs employment is terminated by reason  of
death or Disability, the Date of Termination shall be the  date
of  death of the Executive or the Disability Effective Date, as
the  case  may  be, and (iv) if the ExecutiveOs  employment  is
terminated by the Executive without Good Reason, the  last  day
of employment of the Executive with the Company.

   SectionE6.   Obligations of the Company upon Termination.

      (a)    Good  Reason;  Other  Than  for  Cause,  Death  or
Disability.   If,  during the Employment  Period,  the  Company
shall terminate the ExecutiveOs employment other than for Cause
or  Disability or the Executive shall terminate his  employment
for Good Reason:
     
         (i)   the Company shall pay to the Executive in a lump
     sum  in  cash within 30 days after the Date of Termination
     the aggregate of the following amounts:
          
                A.   the sum of (1)Ethe ExecutiveOs Annual Base
          Salary  through the Date of Termination to the extent
          not theretofore paid, plus (2)Ethe product of (x)Ethe
          higher  of  (I)Ethe Recent Annual Bonus and  (II)Ethe
          Annual Bonus paid or payable, including any bonus  or
          portion  thereof which has been earned  but  deferred
          (and  annualized  for any fiscal year  consisting  of
          less  than  twelve  full months or during  which  the
          Executive  was  employed for less  than  twelve  full
          months), for the most recently completed fiscal  year
          during  the  Employment Period, if any  (such  higher
          amount  being hereinafter referred to as the OHighest
          Annual  BonusO)  multiplied by  (y)Ea  fraction,  the
          numerator  of  which is the number  of  days  in  the
          current  fiscal year through the Date of Termination,
          and  the  denominator of which is  365  plus  (3)Eany
          compensation  previously deferred  by  the  Executive
          (together  with  any  accrued  interest  or  earnings
          thereon)  and any accrued vacation pay, in each  case
          to  the  extent not theretofore paid (the sum of  the
          amounts  described in clausesE(1), (2)  and  (3)  are
          hereinafter    referred   to    as    the    OAccrued
          ObligationsO); and
          
                B.    the  amount equal to the product  of  (1)
          three   multiplied   by  (2)Ethe   sum   of   (x)Ethe
          ExecutiveOs  Annual Base Salary plus (y)Ethe  Highest
          Annual Bonus;
     
         (ii)    the  Company shall credit as of  the  Date  of
     Termination  the  Account  of  the  Executive  under   the
     Littelfuse,  Inc. Supplemental Executive  Retirement  Plan
     (hereinafter  referred to as the OSERPO)  with  an  amount
     equal  to  the  sum of the three respective amounts  which
     would  be  credited to the Account of the Executive  under
     the  SERP  on the three Valuation Dates (as such  term  is
     defined   in  the  SERP)  next  succeeding  the  Date   of
     Termination  assuming (A) the Executive would continue  to
     be  employed by the Company up to and including said third
     Valuation Date (hereinafter said period from the  Date  of
     Termination until said third Valuation Date is referred to
     as  the OAssumed Employment PeriodO), (B) the Compensation
     (as  such  term  is defined in the SERP) of the  Executive
     during  each  fiscal  year during the  Assumed  Employment
     Period would be equal to the amount of the Compensation of
     the Executive during the most recently ended Plan Year (as
     such  term  is defined in the SERP) prior to the  Date  of
     Termination, and (C) the Company would continue  the  SERP
     up  to  and including said third Valuation Date; provided,
     however, that if the Executive would reach the age  of  62
     prior  to the expiration of the Assumed Employment Period,
     no  amounts  shall  be  credited to  the  Account  of  the
     Executive  under the SERP for any Valuation Date occurring
     after the date that the Executive reaches age 62;
     
        (iii)   until the Executive attains the age of 62,  the
     Company   shall  continue  to  provide  medical  insurance
     benefits to the Executive and/or the ExecutiveOs family at
     least  equal  to those which would have been  provided  to
     them  in  accordance  with the medical insurance  benefits
     described  in  SectionE4(b)(iv) hereof if the  ExecutiveOs
     employment  had  not  been terminated; provided,  however,
     that  if  the  Executive becomes reemployed  with  another
     employer  and  is  eligible to receive  medical  insurance
     benefits under another employer-provided plan, the medical
     insurance benefits described herein shall be secondary  to
     those   provided  under  such  other  plan   during   such
     applicable period of eligibility; and
     
         (iv)   to the extent not theretofore paid or provided,
     the  Company shall timely pay or provide to the  Executive
     any  other  amounts or benefits required  to  be  paid  or
     provided  or  which the Executive is eligible  to  receive
     under any plan, program, policy or practice or contract or
     agreement  of  the  Company and its  affiliated  companies
     (such  other  amounts  and benefits shall  hereinafter  be
     referred to collectively as the OOther BenefitsO).

     (b)    Death.  If the ExecutiveOs employment is terminated
by  reason  of  the  ExecutiveOs death  during  the  Employment
Period,   this   Agreement  shall  terminate  without   further
obligations   by   the   Company  to  the   ExecutiveOs   legal
representatives under this Agreement, other than for payment of
Accrued  Obligations  and the timely payment  or  provision  of
Other  Benefits.   Accrued Obligations shall  be  paid  to  the
ExecutiveOs estate or beneficiary, as applicable, in a lump sum
in  cash  within  30  days of the Date  of  Termination.   With
respect  to  the provision of Other Benefits, the  term  OOther
BenefitsO  as  utilized  in  this SectionE6(b)  shall  include,
without   limitation,   and  the  ExecutiveOs   estate   and/or
beneficiaries shall be entitled to receive, benefits  at  least
equal  to  the most favorable benefits provided by the  Company
and  affiliated  companies to the estates and beneficiaries  of
peer  executives  of the Company and such affiliated  companies
under such plans, programs, practices and policies relating  to
death benefits, if any, as in effect with respect to other peer
executives and their beneficiaries at any time during the  120-
day period immediately preceding the Effective Date.

      (c)    Disability.   If  the  ExecutiveOs  employment  is
terminated  by reason of the ExecutiveOs Disability during  the
Employment  Period,  this  Agreement  shall  terminate  without
further obligations by the Company to the Executive under  this
Agreement,  other than for payment of Accrued  Obligations  and
the  timely  payment or provision of Other  Benefits.   Accrued
Obligations  shall be paid to the Executive in a  lump  sum  in
cash  within 30 days of the Date of Termination.  With  respect
to  the  provision of Other Benefits, the term OOther BenefitsO
as  utilized  in  this  SectionE6(c)  shall  include,  and  the
Executive shall be entitled after the Disability Effective Date
to receive, disability and other benefits at least equal to the
most  favorable of those generally provided by the Company  and
its  affiliated companies to disabled executives  and/or  their
families in accordance with such plans, programs, practices and
policies relating to disability, if any, as in effect generally
with respect to other peer executives and their families at any
time  during  the  120-day  period  immediately  preceding  the
Effective Date.

      (d)    Cause;  Other  than  for  Good  Reason.   If   the
ExecutiveOs employment shall be terminated for Cause during the
Employment  Period,  this  Agreement  shall  terminate  without
further  obligations to the Executive other than the obligation
to  pay to the Executive (i)Ehis Annual Base Salary through the
Date  of  Termination,  (ii)Ethe  amount  of  any  compensation
previously deferred by the Executive, and (iii)EOther Benefits,
in  each  case  to  the  extent  theretofore  unpaid.   If  the
Executive  voluntarily  terminates his  employment  during  the
Employment  Period, excluding a termination  for  Good  Reason,
this  Agreement shall terminate without further obligations  of
the  Company to the Executive under this Agreement, other  than
for  payment of Accrued Obligations and the timely  payment  or
provision  of  Other  Benefits.   In  such  case,  all  Accrued
Obligations  shall be paid to the Executive in a  lump  sum  in
cash  within 30 days of the Date of Termination and the Company
shall  timely  pay  or  provide  the  Other  Benefits  to   the
Executive.   In no event shall the Executive be liable  to  the
Company for any damages caused by such voluntary termination by
the  Executive nor shall the Executive be in any way restricted
from  being  employed by any other party after  such  voluntary
termination.

     (e)    Waiver of Certain Restrictions Affecting Executive.
Notwithstanding  anything  to the  contrary  contained  in  any
employment  agreement, benefit plan or other document,  in  the
event  that  the  ExecutiveOs employment  shall  be  terminated
during the Employment Period for any reason whatsoever (i)  the
Executive shall not forfeit his Account balance under the  SERP
even  if his employment was terminated for OCauseO as such term
is  defined  under the SERP and (ii) on and after the  Date  of
Termination  the Executive shall not be bound or prejudiced  by
any  non-competition agreement benefitting the Company  or  its
subsidiaries,  and any provisions contained in the  SERP  which
would   penalize  the  Executive  for  being  employed   by   a
competitor,  including,  without  limitation,  Section   3.6(c)
thereof,  shall not apply in any respect to the Executive  and,
effective as of the Date of Termination, the Company waives any
right to enforce any such provisions against the Executive.

    SectionE7.    Nonexclusivity of Rights.   Nothing  in  this
Agreement shall prevent or limit the ExecutiveOs continuing  or
future  participation in any plan, program, policy or  practice
provided by the Company or any of its affiliated companies  and
for   which   the  Executive  may  qualify,  nor,  subject   to
SectionE12(f) hereof, shall anything herein limit or  otherwise
affect such rights as the Executive may have under any contract
or  agreement  with  the  Company  or  any  of  its  affiliated
companies.   Amounts  which are vested benefits  or  which  the
Executive  is  otherwise entitled to receive  under  any  plan,
policy,  practice  or program of or any contract  or  agreement
with  the  Company  or any of its affiliated  companies  at  or
subsequent  to  the  Date of Termination shall  be  payable  in
accordance  with  such  plan, policy, practice  or  program  or
contract  or agreement, except as explicitly modified  by  this
Agreement.

    SectionE8.   Full Settlement.  The CompanyOs obligation  to
make  the payments provided for in this Agreement and otherwise
to  perform its obligations hereunder shall not be affected  by
any  set-off, counterclaim, recoupment, defense or other claim,
right  or  action  which  the  Company  may  have  against  the
Executive  or  others.   In no event  shall  the  Executive  be
obligated to seek other employment or take any other action  by
way of mitigation of the amounts payable to the Executive under
any  of the provisions of this Agreement and such amounts shall
not  be  reduced  whether  or not the Executive  obtains  other
employment.   The  Company agrees to pay as  incurred,  to  the
fullest  extent permitted by law, all legal fees  and  expenses
which  the  Executive may reasonably incur as a result  of  any
contest  by the Company, the Executive or others in  which  the
Executive is the prevailing party and which involves or relates
to  the validity or enforceability of, or liability under,  any
provision  of  this Agreement or any guarantee  of  performance
thereof  (including as a result of any contest by the Executive
about  the  amount of any payment pursuant to this  Agreement),
plus in each case interest on any delayed payment from the  due
date  thereof  until paid at the prime rate from time  to  time
reported in The Wall Street Journal during said period.

    SectionE9.    Certain Additional Payments by  the  Company.
(a)EAnything  in this Agreement to the contrary notwithstanding
and  except  as  set  forth below, in the  event  it  shall  be
determined  that any payment or distribution by the Company  to
or for the benefit of the Executive (whether paid or payable or
distributed  or  distributable pursuant to the  terms  of  this
Agreement  or otherwise, but determined without regard  to  any
additional payments required under this SectionE9) (hereinafter
referred  to collectively as a OPaymentO) would be  subject  to
the  excise  tax  imposed by SectionE4999 of the  Code  or  any
interest  or  penalties  are incurred  by  the  Executive  with
respect to such excise tax (such excise tax, together with  any
such  interest  and  penalties,  are  hereinafter  collectively
referred  to as the OExcise TaxO), then the Executive shall  be
entitled   to  receive  an  additional  payment  (a   OGross-Up
PaymentO)  in  an  amount  such  that,  after  payment  by  the
Executive  of  all taxes (including any interest  or  penalties
imposed   with  respect  to  such  taxes),  including,  without
limitation,  any income taxes (and any interest  and  penalties
imposed  with respect thereto) and Excise Tax imposed upon  the
Gross-Up Payment, the Executive retains an amount of the Gross-
Up Payment equal to the Excise Tax imposed upon the Payments.

     (b)  Subject to the provisions of SectionE9(c) hereof, all
determinations  required  to  be  made  under  this  SectionE9,
including  whether and when a Gross-Up Payment is required  and
the  amount of such Gross-Up Payment and the assumptions to  be
utilized  in arriving at such determination, shall be  made  by
Ernst  &  Young LLP or such other independent certified  public
accounting   firm  as  may  be  designated  by  the   Executive
(hereinafter referred to as the OAccounting FirmO) which  shall
provide  detailed supporting calculations both to  the  Company
and  the  Executive within 15 business days of the  receipt  of
notice  from  the Executive that there has been a  Payment,  or
such earlier time as is requested by the Company.  In the event
that  the  Accounting Firm is serving as accountant or  auditor
for  the  individual, entity or group effecting the  Change  of
Control,   the  Executive  shall  appoint  another   nationally
recognized accounting firm to make the determinations  required
hereunder (which accounting firm shall then be referred  to  as
the  Accounting Firm hereunder).  All fees and expenses of  the
Accounting  Firm  shall be borne solely by  the  Company.   Any
Gross-Up  Payment,  as determined pursuant to  this  SectionE9,
shall be paid by the Company to the Executive within five  days
of  the  receipt  of the Accounting FirmOs determination.   Any
determination by the Accounting Firm shall be binding upon  the
Company  and the Executive.  As a result of the uncertainty  in
the  application of SectionE4999 of the Code at the time of the
initial determination by the Accounting Firm hereunder,  it  is
possible  that Gross-Up Payments which will not have been  made
by  the Company should have been made (hereinafter referred  to
as   the   OUnderpaymentO)  consistent  with  the  calculations
required  to be made hereunder.  In the event that the  Company
exhausts its remedies pursuant to SectionE9(c) hereof  and  the
Executive  thereafter  is required to make  a  payment  of  any
Excise  Tax, the Accounting Firm shall determine the amount  of
the  Underpayment  that has occurred and any such  Underpayment
shall be promptly paid by the Company to or for the benefit  of
the Executive.

     (c)   The Executive shall notify the Company in writing of
any  claim by the Internal Revenue Service that, if successful,
would  require  the  payment by the  Company  of  the  Gross-Up
Payment.   Such  notification  shall  be  given  as   soon   as
practicable  but  no  later than ten business  days  after  the
Executive  is  informed  in writing of  such  claim  and  shall
apprise the Company of the nature of such claim and the date on
which  such claim is requested to be paid.  The Executive shall
not pay such claim prior to the expiration of the 30-day period
following the date on which it gives such notice to the Company
(or such shorter period ending on the date that any payment  of
taxes  with  respect  to such claim is due).   If  the  Company
notifies  the  Executive in writing prior to the expiration  of
such  period  that  it  desires  to  contest  such  claim,  the
Executive shall:
     
          (i)    give  the  Company any information  reasonably
     requested by the Company relating to such claim,
     
         (ii)    take such action in connection with contesting
     such  claim  as  the Company shall reasonably  request  in
     writing  from time to time, including, without limitation,
     accepting legal representation with respect to such  claim
     by an attorney reasonably selected by the Company,
     
        (iii)    cooperate with the Company in  good  faith  in
     order effectively to contest such claim, and
     
         (iv)    permit  the  Company  to  participate  in  any
     proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly
all  costs  and  expenses  (including additional  interest  and
penalties) incurred in connection with such contest  and  shall
indemnify  and  hold the Executive harmless,  on  an  after-tax
basis, for any Excise Tax or income tax (including interest and
penalties  with  respect thereto) imposed as a result  of  such
representation  and  payment of costs  and  expenses.   Without
limitation  on  the foregoing provisions of this  SectionE9(c),
the  Company shall control all proceedings taken in  connection
with  such contest and, at its sole option, may pursue or forgo
any  and all administrative appeals, proceedings, hearings  and
conferences with the taxing authority in respect of such  claim
and may, at its sole option, either direct the Executive to pay
the tax claimed and sue for a refund or to contest the claim in
any  permissible manner, and the Executive agrees to  prosecute
such  contest  to  a  determination before  any  administrative
tribunal, in a court of initial jurisdiction and in one or more
appellate  courts,  as  the Company shall determine;  provided,
however, that if the Company directs the Executive to pay  such
claim  and  sue  for  a refund, the Company shall  advance  the
amount  of  such payment to the Executive, on an  interest-free
basis  and shall indemnify and hold the Executive harmless,  on
an   after-tax  basis,  from  any  Excise  Tax  or  income  tax
(including interest or penalties with respect thereto)  imposed
with  respect  to such advance or with respect to  any  imputed
income with respect to such advance.  The CompanyOs control  of
any  such  contest shall be limited to issues with  respect  to
which  a  Gross-Up Payment would be payable hereunder  and  the
Executive shall be entitled to settle or contest, as  the  case
may  be, any other issue raised by the Internal Revenue Service
or any other taxing authority.

     (d)    If, after the receipt by the Executive of an amount
advanced  by  the Company pursuant to SectionE9(c) hereof,  the
Executive  becomes entitled to receive any refund with  respect
to  such  claim, the Executive shall (subject to the  CompanyOs
complying   with  the  requirements  of  SectionE9(c)   hereof)
promptly pay to the Company the amount of such refund (together
with   any  interest  paid  or  credited  thereon  after  taxes
applicable thereto).  If, after the receipt by the Executive of
an  amount  advanced  by the Company pursuant  to  SectionE9(c)
hereof, a determination is made that the Executive shall not be
entitled  to  any  refund with respect to such  claim  and  the
Company does not notify the Executive in writing of its  intent
to  contest such denial of refund prior to the expiration of 30
days  after  such  determination, then such  advance  shall  be
forgiven and shall not be required to be repaid and the  amount
of such advance shall offset, to the extent thereof, the amount
of Gross-Up Payment required to be paid.

   SectionE10.   Confidential Information.  The Executive shall
hold in a fiduciary capacity for the benefit of the Company all
secret  or confidential information, knowledge or data relating
to  the  Company or any of its affiliated companies, and  their
respective  businesses, which shall have been obtained  by  the
Executive  during the ExecutiveOs employment by the Company  or
any  of  its  affiliated companies and which shall  not  be  or
become public knowledge (other than by acts by the Executive or
representatives   of  the  Executive  in  violation   of   this
Agreement).   After  termination of the ExecutiveOs  employment
with  the  Company, the Executive shall not, without the  prior
written  consent of the Company or as may otherwise be required
by  law  or  legal  process, communicate or  divulge  any  such
information, knowledge or data to anyone other than the Company
and  those  designated by it.  In no event  shall  an  asserted
violation  of  the provisions of this SectionE10  constitute  a
basis  for  deferring  or  withholding  any  amounts  otherwise
payable  to the Executive under this Agreement.  The provisions
of  this  Section  10  shall survive any  termination  of  this
Agreement or any termination of the employment of the Executive
with the Company.

   SectionE11.   Successors.  (a)EThis Agreement is personal to
the  Executive  and without the prior written  consent  of  the
Company shall not be assignable by the Executive otherwise than
by  will  or  the  laws  of  descent  and  distribution.   This
Agreement  shall inure to the benefit of and be enforceable  by
the ExecutiveOs legal representatives.

     (b)   This Agreement shall inure to the benefit of and  be
binding upon the Company and its successors and assigns.

     (c)    The  Company  will require any  successor  (whether
direct  or  indirect,  by  purchase, merger,  consolidation  or
otherwise)  to all or substantially all of the business  and/or
assets  of the Company to assume expressly and agree to perform
this  Agreement in the same manner and to the same extent  that
the  Company  would  be  required to  perform  it  if  no  such
succession  had  taken place.  As used in this  Agreement,  the
term  OCompanyO shall mean the Company as hereinbefore  defined
and  any  successor to its business and/or assets as  aforesaid
which assumes and agrees to perform this Agreement by operation
of law or otherwise.

   SectionE12.    Miscellaneous.  (a)EThis Agreement  shall  be
governed  by and construed in accordance with the laws  of  the
State  of Illinois, without reference to principles of conflict
of  laws.   This  Agreement  may not  be  amended  or  modified
otherwise  than by a written agreement executed by the  parties
hereto    or    their   respective   successors    and    legal
representatives.

     (b)    Each  notice,  request, demand, approval  or  other
communication  which may be or is required to  be  given  under
this  Agreement shall be in writing and shall be deemed to have
been  properly given when delivered personally at  the  address
set  forth below for the intended party during normal  business
hours  at  such  address,  when  sent  by  facsimile  or  other
electronic    transmission   to   the   respective    facsimile
transmission  numbers  of  the parties  set  forth  below  with
telephone  confirmation of receipt, or when sent by  recognized
overnight  courier  or  by  the  United  States  registered  or
certified  mail,  return  receipt requested,  postage  prepaid,
addressed as follows:

          If to the Company:

          Littelfuse, Inc.
          800 E. Northwest Highway
          Des Plaines, Illinois  60016
          Attention:  President (unless the Executive is
                    the President, in which case the
                    communication should be to the
                    attention of all of the Directors
                    of the Company other than the
                    Executive)
          Facsimile:  (847) 824-3864
          Confirm:   (847) 391-0304

          If to the Executive:

          Howard B. Witt
          93-A Bateman Road
          Barrington Hills, Illinois  60010
          Facsimile:  ____________
          Confirm:   (847) 382-5821

Notices  shall be given to such other addressee or address,  or
both, or by way of such other facsimile transmission number, as
a  particular party may from time to time designate by  written
notice  to  the  other  party hereto.   Each  notice,  request,
demand,  approval  or  other communication  which  is  sent  in
accordance with this Section shall be deemed given and received
for  all  purposes  of this Agreement as of two  business  days
after  the  date  of  deposit thereof for  mailing  in  a  duly
constituted  United States post office or branch  thereof,  one
business day after deposit with a recognized overnight  courier
service  or  upon  confirmation of  receipt  of  any  facsimile
transmission.   Notice given to a party  hereto  by  any  other
method  shall  only  be deemed to be given  and  received  when
actually received in writing by such party.

     (c)    The invalidity or unenforceability of any provision
of   this   Agreement  shall  not  affect   the   validity   or
enforceability of any other provision of this Agreement.

     (d)    The  Company may withhold from any amounts  payable
under  this  Agreement such Federal, state,  local  or  foreign
taxes  as  shall  be required to be withheld  pursuant  to  any
applicable law or regulation.

     (e)    The ExecutiveOs or the CompanyOs failure to  insist
upon strict compliance with any provision of this Agreement  or
the  failure to promptly assert any right the Executive or  the
Company may have hereunder, including, without limitation,  the
right  of the Executive to terminate employment for Good Reason
pursuant to SectionE5(c)(i)-(v) hereof, shall not be deemed  to
be  a  waiver of such provision or right or any other provision
or right of this Agreement.

     (f)    The  Executive  and the Company  acknowledge  that,
except  as  may  otherwise be provided under any other  written
agreement between the Executive and the Company, the employment
of  the  Executive by the Company is Oat willO and, subject  to
SectionE1(a) hereof and/or any other written agreement  between
the  Executive and the Company, prior to the Effective Date the
ExecutiveOs employment and/or this Agreement may be  terminated
by either the Executive or the Company at any time prior to the
Effective Date upon written notice to the other party, in which
case  the  Executive shall have no further  rights  under  this
Agreement.   From and after the Effective Date, this  Agreement
shall  supersede any other agreement between the  parties  with
respect to the subject matter hereof.

     (g)    This  Agreement  may be executed  in  two  or  more
counterparts, all of which taken together shall constitute  one
and the same agreement.
     
     In  Witness Whereof, the parties hereto have executed this
Change  of Control Employment Agreement as of the day and  year
first above written.
                                    
                                    
                                    
                                    __________________________
                                       ____________
                                    Howard B. Witt
                                    
                                    
                                    Littelfuse, Inc.
                                    
                                    
                                    
                                    By
                                    Its




                             -110-
                             -19-
                                                               
                                                               
                                                  Exhibit 10.12
                               
                               
                       Change of Control
                     Employment Agreement
     
     This Agreement is made and entered into as of the 1st  day
of September, 1996, by and between Littelfuse, Inc., a Delaware
corporation (hereinafter referred to as the OCompanyO), and ------------
- ----------- (hereinafter referred to as the OExecutiveO);

                     W i t n e s s e t h:
     
     Whereas,   the   Board  of  Directors   of   the   Company
(hereinafter referred to as the OBoardO) has determined that it
is in the best interests of the Company and its stockholders to
provide  the  Executive  with certain protections  against  the
uncertainties usually created by a Change of Control  (as  such
term is hereinafter defined); and
     
     Whereas,  the Board believes that the protections provided
to  the  Executive in connection with a Change of Control  will
better  enable the Executive to devote his full time, attention
and energy to the business of the Company prior to and after  a
Change  of  Control, thereby benefitting the  Company  and  its
stockholders;
     
     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 Company  and
the Executive hereby agree as follows:

    SectionE1.   Certain Definitions.  (a)EThe OEffective DateO
shall  mean the first date during the Change of Control  Period
(as  defined  in  SectionE1(b) hereof) on  which  a  Change  of
Control    (as    defined   in   SectionE2   hereof)    occurs.
Notwithstanding  anything  to the contrary  contained  in  this
Agreement, if a Change of Control occurs and if the ExecutiveOs
employment with the Company is terminated prior to the date  on
which  the  Change of Control occurs, and if it  is  reasonably
demonstrated   by  the  Executive  that  such  termination   of
employment (i)Ewas at the direct or indirect request of a third
party who theretofore had taken any steps intended to effect  a
Change of Control or (ii)Eotherwise arose in connection with or
in  anticipation of a Change of Control, then for all  purposes
of  this  Agreement the OEffective DateO shall  mean  the  date
immediately   prior  to  the  date  of  such   termination   of
employment.

     (b)   The OChange of Control PeriodO shall mean the period
commencing  on  the  date  hereof  and  ending  on  the   fifth
anniversary of the date hereof.

    SectionE2.    Change of Control.  For the purpose  of  this
Agreement, a OChange of ControlO shall mean:
     
          (a)   The acquisition in one or more transactions  by
     any  individual, entity or group (hereinafter referred  to
     collectively  as  a  OPersonO)  within  the   meaning   of
     SectionE13(d)(3) of the Securities Exchange Act  of  1934,
     as  amended  (hereinafter referred  to  as  the  OExchange
     ActO), of beneficial ownership (within the meaning of, and
     calculated  in  accordance with,  Rule  13d-3  promulgated
     under  the Exchange Act) of 20% or more of either  (i)Ethe
     then  outstanding shares of common stock  of  the  Company
     (hereinafter  referred  to  as  the  OOutstanding  Company
     Common  StockO) or (ii)Ethe combined voting power  of  the
     then outstanding voting securities of the Company entitled
     to   vote   generally   in  the  election   of   directors
     (hereinafter  referred  to  as  the  OOutstanding  Company
     Voting  SecuritiesO); provided, however, that for purposes
     of  this subsection (a), the following acquisitions  shall
     not  constitute  a Change of Control: (i)Eany  acquisition
     directly  from  the Company, (ii)Eany acquisition  by  the
     Company,  (iii)Eany  acquisition by any  employee  benefit
     plan  (or  related trust) sponsored or maintained  by  the
     Company  or  any  corporation controlled by  the  Company,
     (iv)Eany  acquisition  by any corporation  pursuant  to  a
     transaction  which  complies with  clausesE(i),  (ii)  and
     (iii)  of  subsectionE(c) of this  SectionE2  or  (v)  any
     acquisition   by  Oaktree  Capital  Management,   LLC,   a
     California  limited  liability  company,  or  any  of  its
     Affiliates  or  Associates  (as  used  herein,  the  terms
     OAffiliateO  and  OAssociateO shall  have  the  respective
     meanings  ascribed  to  such terms in  RuleE12b-2  of  the
     General Rules and Regulations under the Exchange Act); or
     
           (b)    Individuals  who,  as  of  the  date  hereof,
     constitute  the  Board (hereinafter  referred  to  as  the
     OIncumbent  BoardO) cease for any reason to constitute  at
     least a majority of the Board; provided, however, that any
     individual  becoming  a director subsequent  to  the  date
     hereof  whose election, or nomination for election by  the
     CompanyOs stockholders, was approved by a vote of at least
     a  majority of the directors then comprising the Incumbent
     Board shall be considered as though such individual were a
     member  of  the Incumbent Board, but excluding,  for  this
     purpose,  any such individual whose initial assumption  of
     office  occurs  as  a  result of an actual  or  threatened
     election  contest with respect to the election or  removal
     of directors or other actual or threatened solicitation of
     proxies or consents by or on behalf of a Person other than
     the Board; or
     
          (c)    Consummation  of a reorganization,  merger  or
     consolidation  or  sale  or other disposition  of  all  or
     substantially   all   of  the  assets   of   the   Company
     (hereinafter  referred  to  as a  OBusiness  CombinationO)
     unless,  following such Business Combination,  (i)Eall  or
     substantially all of the individuals and entities who were
     the  beneficial  owners, respectively, of the  Outstanding
     Company  Common  Stock  and  Outstanding  Company   Voting
     Securities  immediately prior to such Business Combination
     beneficially  own, directly or indirectly, more  than  50%
     of,  respectively, the then outstanding shares  of  common
     stock   and  the  combined  voting  power  of   the   then
     outstanding  voting securities entitled to vote  generally
     in  the election of directors, as the case may be, of  the
     corporation   resulting  from  such  Business  Combination
     (including, without limitation, a corporation which  as  a
     result  of  such transaction owns the Company  or  all  or
     substantially all of the CompanyOs assets either  directly
     or  through one or more subsidiaries) in substantially the
     same proportions as their ownership, immediately prior  to
     such  Business  Combination  of  the  Outstanding  Company
     Common Stock and Outstanding Company Voting Securities, as
     the case may be, (ii)Eno Person (excluding any corporation
     resulting  from such Business Combination or any  employee
     benefit  plan  (or related trust) of the Company  or  such
     corporation  resulting  from  such  Business  Combination)
     beneficially owns, directly or indirectly, 20% or more of,
     respectively, the then outstanding shares of common  stock
     of   the   corporation   resulting  from   such   Business
     Combination,  or  the combined voting power  of  the  then
     outstanding  voting securities of such corporation  except
     to  the  extent that such ownership existed prior  to  the
     Business Combination and (iii)Eat least a majority of  the
     members  of  the  board of directors  of  the  corporation
     resulting  from such Business Combination were members  of
     the  Incumbent Board at the time of the execution  of  the
     initial  agreement,  or  of  the  action  of  the   Board,
     providing for such Business Combination; or
     
         (d)   Approval by the stockholders of the Company of a
     complete liquidation or dissolution of the Company  within
     one year after a Business Combination.

    SectionE3.   Employment Period.  The Company hereby  agrees
to  continue to employ the Executive, and the Executive  hereby
agrees to remain as an employee of the Company, subject to  the
terms   and  conditions  of  this  Agreement,  for  the  period
commencing  on  the  Effective Date and ending  on  the  second
anniversary of such date (the OEmployment PeriodO).

   SectionE4.   Terms of Employment.

     (a)    Position  and  Duties.  (i)EDuring  the  Employment
Period,   (A)Ethe   ExecutiveOs  position  (including   status,
offices, titles and reporting requirements), authority,  duties
and  responsibilities  shall be at least  commensurate  in  all
material  respects  with the most significant  of  those  held,
exercised  and  assigned at any time during the 120-day  period
immediately   preceding   the  Effective   Date   and   (B)Ethe
ExecutiveOs  services shall be performed at the location  where
the  Executive was employed immediately preceding the Effective
Date  or  any office or location less than 20 miles  from  such
location.

    (ii)    During  the  Employment Period, and  excluding  any
periods  of  vacation and sick leave to which the Executive  is
entitled,  the Executive agrees to devote reasonable  attention
and  time  during  normal business hours to  the  business  and
affairs  of  the  Company  and,  to  the  extent  necessary  to
discharge   the  responsibilities  assigned  to  the  Executive
hereunder,  to use the ExecutiveOs reasonable best  efforts  to
perform   faithfully  and  efficiently  such  responsibilities.
During  the  Employment Period it shall not be a  violation  of
this  Agreement  for the Executive to (A)Eserve  on  corporate,
civic or charitable boards or committees, (B)Edeliver lectures,
fulfill   speaking   engagements  or   teach   at   educational
institutions, and (C)Emanage personal investments, so  long  as
such  activities  do  not  significantly  interfere  with   the
performance of the ExecutiveOs responsibilities as an  employee
of  the  Company  in  accordance with this  Agreement.   It  is
expressly  understood and agreed that to the  extent  that  any
such  activities have been conducted by the Executive prior  to
the  Effective  Date, the continued conduct of such  activities
(or  the  conduct  of activities similar in  nature  and  scope
thereto)  subsequent to the Effective Date shall not thereafter
be  deemed to interfere with the performance of the ExecutiveOs
responsibilities to the Company.

    (b)   Compensation. (i) Base Salary.  During the Employment
Period,  the  Executive  shall receive an  annual  base  salary
(hereinafter  referred to as the OAnnual Base  SalaryO),  which
shall be paid at a monthly rate, equal to at least twelve times
the  highest monthly base salary paid or payable, including any
base  salary  which  has  been  earned  but  deferred,  to  the
Executive  by  the  Company  and its  affiliated  companies  in
respect  of  the twelve-month period immediately preceding  the
month   in  which  the  Effective  Date  occurs.   During   the
Employment Period, the Annual Base Salary shall be reviewed  no
more  than 12 months after the last salary increase awarded  to
the  Executive  prior to the Effective Date and  thereafter  at
least  annually.  Any increase in Annual Base Salary shall  not
serve  to limit or reduce any other obligation to the Executive
under  this Agreement.  Annual Base Salary shall not be reduced
after any such increase and the term Annual Base Salary as used
in  this  Agreement  shall refer to Annual Base  Salary  as  so
increased.   As  used in this Agreement, the  term  Oaffiliated
companiesO shall include any company controlled by, controlling
or under common control with the Company.

   (ii)   Annual Bonus.  In addition to the Annual Base Salary,
the  Executive  shall be awarded, for each fiscal  year  ending
during  the  Employment  Period, an annual  bonus  (hereinafter
referred  to as the OAnnual BonusO) in cash at least  equal  to
the  ExecutiveOs  highest bonus under the  CompanyOs  incentive
bonus program or any comparable bonus under any predecessor  or
successor plan, for the last three full fiscal years  prior  to
the  Effective Date (annualized in the event that the Executive
was  not  employed by the Company for the whole of such  fiscal
year)  (hereinafter referred to as the ORecent Annual  BonusO).
Each  such Annual Bonus shall be paid no later than the end  of
the  third  month of the fiscal year next following the  fiscal
year  for  which  the  Annual  Bonus  is  awarded,  unless  the
Executive  shall  elect  to defer the receipt  of  such  Annual
Bonus.

   (iii)   Incentive, Savings and Retirement Plans.  During the
Employment   Period,  the  Executive  shall  be   entitled   to
participate  in  all incentive, savings and  retirement  plans,
practices, policies and programs applicable generally to  other
peer  executives  of the Company and its affiliated  companies,
but  in  no  event  shall such plans, practices,  policies  and
programs  provide  the  Executive with incentive  opportunities
(measured  with  respect to both regular and special  incentive
opportunities, to the extent, if any, that such distinction  is
applicable),  savings  opportunities  and  retirement   benefit
opportunities, in each case, less favorable, in the  aggregate,
than  the  most favorable of those provided by the Company  and
its  affiliated companies for the Executive under  such  plans,
practices,  policies  and programs as in  effect  at  any  time
during  the 120-day period immediately preceding the  Effective
Date  or  if  more favorable to the Executive,  those  provided
generally  at any time after the Effective Date to  other  peer
executives of the Company and its affiliated companies.

   (iv)   Welfare Benefit Plans.  During the Employment Period,
the  Executive and/or the ExecutiveOs family, as the  case  may
be,  shall  be eligible for participation in and shall  receive
all  benefits under welfare benefit plans, practices,  policies
and  programs  provided  by  the  Company  and  its  affiliated
companies    (including,    without    limitation,     medical,
prescription,  dental, disability, employee life,  group  life,
accidental  death  and  travel  accident  insurance  plans  and
programs)  to  the extent applicable generally  to  other  peer
executives of the Company and its affiliated companies, but  in
no  event  shall such plans, practices, policies  and  programs
provide  the Executive with benefits which are less  favorable,
in  the  aggregate,  than  the most favorable  of  such  plans,
practices, policies and programs in effect for the Executive at
any  time  during the 120-day period immediately preceding  the
Effective  Date  or, if more favorable to the Executive,  those
provided  generally  at any time after the  Effective  Date  to
other  peer  executives  of  the  Company  and  its  affiliated
companies.

      (v)    Expenses.   During  the  Employment  Period,   the
Executive shall be entitled to receive prompt reimbursement for
all reasonable expenses incurred by the Executive in accordance
with  the most favorable policies, practices and procedures  of
the  Company  and its affiliated companies in  effect  for  the
Executive  at  any  time during the 120-day period  immediately
preceding  the  Effective Date or, if  more  favorable  to  the
Executive,  as in effect generally at any time thereafter  with
respect  to  other  peer  executives of  the  Company  and  its
affiliated companies.

    (vi)   Fringe Benefits.  During the Employment Period,  the
Executive  shall  be  entitled to fringe  benefits,  including,
without   limitation,  tax  and  financial  planning  services,
payment  of club dues, and, if applicable, use of an automobile
and  payment of related expenses, in accordance with  the  most
favorable  plans,  practices,  programs  and  policies  of  the
Company  and  its  affiliated  companies  in  effect  for   the
Executive  at  any  time during the 120-day period  immediately
preceding  the  Effective Date or, if  more  favorable  to  the
Executive,  as in effect generally at any time thereafter  with
respect  to  other  peer  executives of  the  Company  and  its
affiliated companies.

   (vii)    Office  and Support Staff.  During  the  Employment
Period, the Executive shall be entitled to an office or offices
of  a size and with furnishings and other appointments, and  to
exclusive personal secretarial and other assistance,  at  least
equal  to the most favorable of the foregoing provided  to  the
Executive  by the Company and its affiliated companies  at  any
time  during  the  120-day  period  immediately  preceding  the
Effective  Date  or,  if more favorable to  the  Executive,  as
provided generally at any time thereafter with respect to other
peer executives of the Company and its affiliated companies.

   (viii)    Vacation.   During  the  Employment  Period,   the
Executive shall be entitled to paid vacation in accordance with
the  most favorable plans, policies, programs and practices  of
the  Company and its affiliated companies as in effect for  the
Executive  at  any  time during the 120-day period  immediately
preceding  the  Effective Date or, if  more  favorable  to  the
Executive,  as in effect generally at any time thereafter  with
respect  to  other  peer  executives of  the  Company  and  its
affiliated companies.

   SectionE5.   Termination of Employment.

     (a)   Disability.  If the Company determines in good faith
that  the  Disability of the Executive has occurred during  the
Employment Period (pursuant to the definition of Disability set
forth  below), it may give written notice to the  Executive  of
its intention to terminate the ExecutiveOs employment.  In such
event,  the  ExecutiveOs  employment  with  the  Company  shall
terminate  effective  on the 30th day after  delivery  of  such
notice  to  the  Executive (the ODisability  Effective  DateO),
provided  that,  within the 30 days after  such  delivery,  the
Executive  shall not have returned to full-time performance  of
the  ExecutiveOs  duties.   For  purposes  of  this  Agreement,
ODisabilityO shall mean the absence of the Executive  from  the
ExecutiveOs  duties with the Company on a full-time  basis  for
180 consecutive business days as a result of incapacity due  to
mental or physical illness which is determined to be total  and
permanent  by  a  physician selected  by  the  Company  or  its
insurers  and  reasonably acceptable to the  Executive  or  the
ExecutiveOs legal representative.

     (b)    Cause.   The Company may terminate the  ExecutiveOs
employment  during  the  Employment  Period  for  Cause.    For
purposes of this Agreement, OCauseO shall mean:
     
          (i)    the  willful  and  continued  failure  of  the
     Executive to perform substantially the ExecutiveOs  duties
     with  the  Company (other than any such failure  resulting
     from  incapacity due to physical or mental illness), after
     a  written demand for substantial performance is delivered
     to   the   Executive  by  the  Board  which   specifically
     identifies the manner in which the Board believes that the
     Executive  has not substantially performed the ExecutiveOs
     duties  and  such failure is not cured within  sixty  (60)
     calendar days after receipt of such written demand; or
     
        (ii)   the willful engaging by the Executive in illegal
     conduct  or  gross  misconduct  which  is  materially  and
     demonstrably injurious to the Company.

For  purposes of this provision, any act or failure to  act  on
the  part of the Executive in violation or contravention of any
order, resolution or directive of the Board of Directors of the
Company  shall  be  considered  OwillfulO  unless  such  order,
resolution  or  directive is illegal or  in  violation  of  the
certificate  of  incorporation  or  by-laws  of  the   Company;
provided, however, that no other act or failure to act  on  the
part of the Executive, shall be considered Owillful,O unless it
is  done, or omitted to be done, by the Executive in bad  faith
or  without  reasonable belief that the ExecutiveOs  action  or
omission was in the best interests of the Company.  Any act, or
failure  to  act,  based upon authority  given  pursuant  to  a
resolution  duly adopted by the Board or upon the  instructions
of  the  Chief  Executive Officer or a senior  officer  of  the
Company  or  based upon the advice of counsel for  the  Company
shall  be  conclusively presumed to be done, or omitted  to  be
done,  by the Executive in good faith and in the best interests
of  the  Company.  The cessation of employment of the Executive
shall  not  be  deemed to be for Cause unless and  until  there
shall  have  been  delivered  to the  Executive  a  copy  of  a
resolution  duly adopted by the affirmative vote  of  not  less
than three-quarters of the entire membership of the Board at  a
meeting  of  the Board called and held for such purpose  (after
reasonable  notice  is  provided  to  the  Executive  and   the
Executive is given an opportunity, together with counsel, to be
heard  before  the  Board), finding that,  in  the  good  faith
opinion  of  the Board, the Executive is guilty of the  conduct
described in subparagraph (i) or (ii) above, and specifying the
particulars thereof in detail.

     (c)    Good  Reason.   The ExecutiveOs employment  may  be
terminated  by the Executive for Good Reason.  For purposes  of
this Agreement, OGood ReasonO shall mean:
     
          (i)    the Executive is not elected to, or is removed
     from,  any  elected  office  of  the  Company  which   the
     Executive held immediately prior to the Effective Date;
     
         (ii)    the assignment to the Executive of any  duties
     inconsistent in any respect with the ExecutiveOs position,
     authority,  duties or responsibilities as contemplated  by
     SectionE4(a)  hereof, or any other action by  the  Company
     which results in a diminution in such position, authority,
     duties or responsibilities, excluding for this purpose  an
     isolated,  insubstantial and inadvertent action not  taken
     in bad faith and which is remedied by the Company promptly
     after receipt of notice thereof given by the Executive;
     
       (iii)   any failure by the Company to comply with any of
     the  provisions of this Agreement, other than an isolated,
     insubstantial and inadvertent failure not occurring in bad
     faith  and which is remedied by the Company promptly after
     receipt of notice thereof given by the Executive;
     
         (iv)   the CompanyOs requiring the Executive to travel
     on Company business to a substantially greater extent than
     required immediately prior to the Effective Date; or
     
          (v)   any purported termination by the Company of the
     ExecutiveOs   employment  otherwise  than   as   expressly
     permitted by this Agreement.
     
     For   purposes  of  this  SectionE5(c),  any  good   faith
determination of OGood ReasonO made by the Executive  shall  be
conclusive.

     (d)    Notice  of  Termination.  Any  termination  by  the
Company  for Cause, or by the Executive for Good Reason,  shall
be  communicated  by Notice of Termination to the  other  party
hereto  given  in  accordance with SectionE12(b)  hereof.   For
purposes of this Agreement, a ONotice of TerminationO  means  a
written  notice  which  (i)Eindicates the specific  termination
provision  in  this Agreement relied upon, (ii)Eto  the  extent
applicable,  sets  forth in reasonable  detail  the  facts  and
circumstances claimed to provide a basis for termination of the
ExecutiveOs  employment under the provision  so  indicated  and
(iii)Eif  the Date of Termination (as defined below)  is  other
than  the  date  of  delivery  of such  notice,  specifies  the
termination  date (which date shall be not more  than  30  days
after  the  delivery  of  such notice).   The  failure  by  the
Executive  or  the  Company  to set  forth  in  the  Notice  of
Termination  any  fact or circumstance which contributes  to  a
showing  of Good Reason or Cause shall not waive any  right  of
the  Executive  or  the  Company,  respectively,  hereunder  or
preclude  the  Executive  or  the Company,  respectively,  from
asserting   such   fact  or  circumstance  in   enforcing   the
ExecutiveOs or the CompanyOs rights hereunder.

     (e)    Date  of Termination.  ODate of TerminationO  means
(i)Eif  the ExecutiveOs employment is terminated by the Company
for  Cause,  or by the Executive for Good Reason, the  date  of
delivery  of  the  Notice  of Termination  or  any  later  date
specified  therein, as the case may be, (ii)Eif the ExecutiveOs
employment is terminated by the Company other than for Cause or
Disability, the Date of Termination shall be the date on  which
the   Company  notifies  the  Executive  of  such  termination,
(iii)Eif the ExecutiveOs employment is terminated by reason  of
death or Disability, the Date of Termination shall be the  date
of  death of the Executive or the Disability Effective Date, as
the  case  may  be, and (iv) if the ExecutiveOs  employment  is
terminated by the Executive without Good Reason, the  last  day
of employment of the Executive with the Company.

   SectionE6.   Obligations of the Company upon Termination.

      (a)    Good  Reason;  Other  Than  for  Cause,  Death  or
Disability.   If,  during the Employment  Period,  the  Company
shall terminate the ExecutiveOs employment other than for Cause
or  Disability or the Executive shall terminate his  employment
for Good Reason:
     
         (i)   the Company shall pay to the Executive in a lump
     sum  in  cash within 30 days after the Date of Termination
     the aggregate of the following amounts:
          
                A.   the sum of (1)Ethe ExecutiveOs Annual Base
          Salary  through the Date of Termination to the extent
          not theretofore paid, plus (2)Ethe product of (x)Ethe
          higher  of  (I)Ethe Recent Annual Bonus and  (II)Ethe
          Annual Bonus paid or payable, including any bonus  or
          portion  thereof which has been earned  but  deferred
          (and  annualized  for any fiscal year  consisting  of
          less  than  twelve  full months or during  which  the
          Executive  was  employed for less  than  twelve  full
          months), for the most recently completed fiscal  year
          during  the  Employment Period, if any  (such  higher
          amount  being hereinafter referred to as the OHighest
          Annual  BonusO)  multiplied by  (y)Ea  fraction,  the
          numerator  of  which is the number  of  days  in  the
          current  fiscal year through the Date of Termination,
          and  the  denominator of which is  365  plus  (3)Eany
          compensation  previously deferred  by  the  Executive
          (together  with  any  accrued  interest  or  earnings
          thereon)  and any accrued vacation pay, in each  case
          to  the  extent not theretofore paid (the sum of  the
          amounts  described in clausesE(1), (2)  and  (3)  are
          hereinafter    referred   to    as    the    OAccrued
          ObligationsO); and
          
                B.   the amount equal to the product of (1) two
          multiplied  by  (2)Ethe  sum of  (x)Ethe  ExecutiveOs
          Annual Base Salary plus (y)Ethe Highest Annual Bonus;
     
         (ii)    the  Company shall credit as of  the  Date  of
     Termination  the  Account  of  the  Executive  under   the
     Littelfuse,  Inc. Supplemental Executive  Retirement  Plan
     (hereinafter  referred to as the OSERPO)  with  an  amount
     equal to the sum of the two respective amounts which would
     be credited to the Account of the Executive under the SERP
     on the two Valuation Dates (as such term is defined in the
     SERP) next succeeding the Date of Termination assuming (A)
     the Executive would continue to be employed by the Company
     up   to   and   including  said  second   Valuation   Date
     (hereinafter  said  period from the  Date  of  Termination
     until  said second Valuation Date is referred  to  as  the
     OAssumed  Employment  PeriodO), (B) the  Compensation  (as
     such  term is defined in the SERP) of the Executive during
     each  fiscal  year  during the Assumed  Employment  Period
     would  be equal to the amount of the Compensation  of  the
     Executive  during the most recently ended  Plan  Year  (as
     such  term  is defined in the SERP) prior to the  Date  of
     Termination, and (C) the Company would continue  the  SERP
     up  to and including said second Valuation Date; provided,
     however, that if the Executive would reach the age  of  62
     prior  to the expiration of the Assumed Employment Period,
     no  amounts  shall  be  credited to  the  Account  of  the
     Executive  under the SERP for any Valuation Date occurring
     after the date that the Executive reaches age 62;
     
        (iii)    during  the two years following  the  Date  of
     Termination, the Company shall continue to provide medical
     insurance benefits to the Executive and/or the ExecutiveOs
     family  at  least  equal to those which  would  have  been
     provided  to them in accordance with the medical insurance
     benefits  described  in  SectionE4(b)(iv)  hereof  if  the
     ExecutiveOs employment had not been terminated;  provided,
     however,  that  if the Executive becomes  reemployed  with
     another  employer  and  is  eligible  to  receive  medical
     insurance  benefits under another employer-provided  plan,
     the  medical insurance benefits described herein shall  be
     secondary  to those provided under such other plan  during
     such applicable period of eligibility;
     
         (iv)   to the extent not theretofore paid or provided,
     the  Company shall timely pay or provide to the  Executive
     any  other  amounts or benefits required  to  be  paid  or
     provided  or  which the Executive is eligible  to  receive
     under any plan, program, policy or practice or contract or
     agreement  of  the  Company and its  affiliated  companies
     (such  other  amounts  and benefits shall  hereinafter  be
     referred to collectively as the OOther BenefitsO); and
     
           (v)     notwithstanding  anything  to  the  contrary
     contained  in  any employment agreement, benefit  plan  or
     other  document,  in the event the ExecutiveOs  employment
     shall  be terminated during the Employment Period  by  the
     Executive for Good Reason or by the Company other than for
     Cause  or Disability, on and after the Date of Termination
     the Executive shall not be bound or prejudiced by any non-
     competition  agreement  benefitting  the  Company  or  its
     subsidiaries,  and any provisions contained  in  the  SERP
     which would penalize the Executive for being employed by a
     competitor, including, without limitation, Section  3.6(c)
     thereof,  shall not apply in any respect to the  Executive
     and,  effective as of the Date of Termination, the Company
     waives  any  right to enforce any such provisions  against
     the Executive.

     (b)    Death.  If the ExecutiveOs employment is terminated
by  reason  of  the  ExecutiveOs death  during  the  Employment
Period,   this   Agreement  shall  terminate  without   further
obligations   by   the   Company  to  the   ExecutiveOs   legal
representatives under this Agreement, other than for payment of
Accrued  Obligations  and the timely payment  or  provision  of
Other  Benefits.   Accrued Obligations shall  be  paid  to  the
ExecutiveOs estate or beneficiary, as applicable, in a lump sum
in  cash  within  30  days of the Date  of  Termination.   With
respect  to  the provision of Other Benefits, the  term  OOther
BenefitsO  as  utilized  in  this SectionE6(b)  shall  include,
without   limitation,   and  the  ExecutiveOs   estate   and/or
beneficiaries shall be entitled to receive, benefits  at  least
equal  to  the most favorable benefits provided by the  Company
and  affiliated  companies to the estates and beneficiaries  of
peer  executives  of the Company and such affiliated  companies
under such plans, programs, practices and policies relating  to
death benefits, if any, as in effect with respect to other peer
executives and their beneficiaries at any time during the  120-
day period immediately preceding the Effective Date.

      (c)    Disability.   If  the  ExecutiveOs  employment  is
terminated  by reason of the ExecutiveOs Disability during  the
Employment  Period,  this  Agreement  shall  terminate  without
further obligations by the Company to the Executive under  this
Agreement,  other than for payment of Accrued  Obligations  and
the  timely  payment or provision of Other  Benefits.   Accrued
Obligations  shall be paid to the Executive in a  lump  sum  in
cash  within 30 days of the Date of Termination.  With  respect
to  the  provision of Other Benefits, the term OOther BenefitsO
as  utilized  in  this  SectionE6(c)  shall  include,  and  the
Executive shall be entitled after the Disability Effective Date
to receive, disability and other benefits at least equal to the
most  favorable of those generally provided by the Company  and
its  affiliated companies to disabled executives  and/or  their
families in accordance with such plans, programs, practices and
policies relating to disability, if any, as in effect generally
with respect to other peer executives and their families at any
time  during  the  120-day  period  immediately  preceding  the
Effective Date.

      (d)    Cause;  Other  than  for  Good  Reason.   If   the
ExecutiveOs employment shall be terminated for Cause during the
Employment  Period,  this  Agreement  shall  terminate  without
further  obligations to the Executive other than the obligation
to  pay to the Executive (x)Ehis Annual Base Salary through the
Date   of  Termination,  (y)Ethe  amount  of  any  compensation
previously  deferred by the Executive, and (z)EOther  Benefits,
in  each  case  to  the  extent  theretofore  unpaid.   If  the
Executive  voluntarily  terminates his  employment  during  the
Employment  Period, excluding a termination  for  Good  Reason,
this  Agreement shall terminate without further obligations  of
the  Company to the Executive under this Agreement, other  than
for  payment of Accrued Obligations and the timely  payment  or
provision  of  Other  Benefits.   In  such  case,  all  Accrued
Obligations  shall be paid to the Executive in a  lump  sum  in
cash  within 30 days of the Date of Termination and the Company
shall  timely  pay  or  provide  the  Other  Benefits  to   the
Executive.   In no event shall the Executive be liable  to  the
Company for any damages caused by such voluntary termination by
the  Executive nor shall the Executive be in any way restricted
from  being  employed by any other party after  such  voluntary
termination.

    SectionE7.    Nonexclusivity of Rights.   Nothing  in  this
Agreement shall prevent or limit the ExecutiveOs continuing  or
future  participation in any plan, program, policy or  practice
provided by the Company or any of its affiliated companies  and
for   which   the  Executive  may  qualify,  nor,  subject   to
SectionE12(f) hereof, shall anything herein limit or  otherwise
affect such rights as the Executive may have under any contract
or  agreement  with  the  Company  or  any  of  its  affiliated
companies.   Amounts  which are vested benefits  or  which  the
Executive  is  otherwise entitled to receive  under  any  plan,
policy,  practice  or program of or any contract  or  agreement
with  the  Company  or any of its affiliated  companies  at  or
subsequent  to  the  Date of Termination shall  be  payable  in
accordance  with  such  plan, policy, practice  or  program  or
contract  or agreement, except as explicitly modified  by  this
Agreement.

    SectionE8.   Full Settlement.  The CompanyOs obligation  to
make  the payments provided for in this Agreement and otherwise
to  perform its obligations hereunder shall not be affected  by
any  set-off, counterclaim, recoupment, defense or other claim,
right  or  action  which  the  Company  may  have  against  the
Executive  or  others.   In no event  shall  the  Executive  be
obligated to seek other employment or take any other action  by
way of mitigation of the amounts payable to the Executive under
any  of the provisions of this Agreement and such amounts shall
not  be  reduced  whether  or not the Executive  obtains  other
employment.   The  Company agrees to pay as  incurred,  to  the
fullest  extent permitted by law, all legal fees  and  expenses
which  the  Executive may reasonably incur as a result  of  any
contest  by the Company, the Executive or others in  which  the
Executive is the prevailing party and which involves or relates
to  the validity or enforceability of, or liability under,  any
provision  of  this Agreement or any guarantee  of  performance
thereof  (including as a result of any contest by the Executive
about  the  amount of any payment pursuant to this  Agreement),
plus in each case interest on any delayed payment from the  due
date  thereof  until paid at the prime rate from time  to  time
reported in The Wall Street Journal during said period.

    SectionE9.    Certain Additional Payments by  the  Company.
(a)EAnything  in this Agreement to the contrary notwithstanding
and  except  as  set  forth below, in the  event  it  shall  be
determined  that any payment or distribution by the Company  to
or for the benefit of the Executive (whether paid or payable or
distributed  or  distributable pursuant to the  terms  of  this
Agreement  or otherwise, but determined without regard  to  any
additional payments required under this SectionE9) (hereinafter
referred  to collectively as a OPaymentO) would be  subject  to
the  excise  tax  imposed by SectionE4999 of the  Code  or  any
interest  or  penalties  are incurred  by  the  Executive  with
respect to such excise tax (such excise tax, together with  any
such  interest  and  penalties,  are  hereinafter  collectively
referred  to as the OExcise TaxO), then the Executive shall  be
entitled   to  receive  an  additional  payment  (a   OGross-Up
PaymentO)  in  an  amount  such  that,  after  payment  by  the
Executive  of  all taxes (including any interest  or  penalties
imposed   with  respect  to  such  taxes),  including,  without
limitation,  any income taxes (and any interest  and  penalties
imposed  with respect thereto) and Excise Tax imposed upon  the
Gross-Up Payment, the Executive retains an amount of the Gross-
Up Payment equal to the Excise Tax imposed upon the Payments.

     (b)  Subject to the provisions of SectionE9(c) hereof, all
determinations  required  to  be  made  under  this  SectionE9,
including  whether and when a Gross-Up Payment is required  and
the  amount of such Gross-Up Payment and the assumptions to  be
utilized  in arriving at such determination, shall be  made  by
Ernst  &  Young LLP or such other independent certified  public
accounting   firm  as  may  be  designated  by  the   Executive
(hereinafter referred to as the OAccounting FirmO) which  shall
provide  detailed supporting calculations both to  the  Company
and  the  Executive within 15 business days of the  receipt  of
notice  from  the Executive that there has been a  Payment,  or
such earlier time as is requested by the Company.  In the event
that  the  Accounting Firm is serving as accountant or  auditor
for  the  individual, entity or group effecting the  Change  of
Control,   the  Executive  shall  appoint  another   nationally
recognized accounting firm to make the determinations  required
hereunder (which accounting firm shall then be referred  to  as
the  Accounting Firm hereunder).  All fees and expenses of  the
Accounting  Firm  shall be borne solely by  the  Company.   Any
Gross-Up  Payment,  as determined pursuant to  this  SectionE9,
shall be paid by the Company to the Executive within five  days
of  the  receipt  of the Accounting FirmOs determination.   Any
determination by the Accounting Firm shall be binding upon  the
Company  and the Executive.  As a result of the uncertainty  in
the  application of SectionE4999 of the Code at the time of the
initial determination by the Accounting Firm hereunder,  it  is
possible  that Gross-Up Payments which will not have been  made
by  the Company should have been made (hereinafter referred  to
as   the   OUnderpaymentO)  consistent  with  the  calculations
required  to be made hereunder.  In the event that the  Company
exhausts its remedies pursuant to SectionE9(c) hereof  and  the
Executive  thereafter  is required to make  a  payment  of  any
Excise  Tax, the Accounting Firm shall determine the amount  of
the  Underpayment  that has occurred and any such  Underpayment
shall be promptly paid by the Company to or for the benefit  of
the Executive.

     (c)   The Executive shall notify the Company in writing of
any  claim by the Internal Revenue Service that, if successful,
would  require  the  payment by the  Company  of  the  Gross-Up
Payment.   Such  notification  shall  be  given  as   soon   as
practicable  but  no  later than ten business  days  after  the
Executive  is  informed  in writing of  such  claim  and  shall
apprise the Company of the nature of such claim and the date on
which  such claim is requested to be paid.  The Executive shall
not pay such claim prior to the expiration of the 30-day period
following the date on which it gives such notice to the Company
(or such shorter period ending on the date that any payment  of
taxes  with  respect  to such claim is due).   If  the  Company
notifies  the  Executive in writing prior to the expiration  of
such  period  that  it  desires  to  contest  such  claim,  the
Executive shall:
     
          (i)    give  the  Company any information  reasonably
     requested by the Company relating to such claim,
     
         (ii)    take such action in connection with contesting
     such  claim  as  the Company shall reasonably  request  in
     writing  from time to time, including, without limitation,
     accepting legal representation with respect to such  claim
     by an attorney reasonably selected by the Company,
     
        (iii)    cooperate with the Company in  good  faith  in
     order effectively to contest such claim, and
     
         (iv)    permit  the  Company  to  participate  in  any
     proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly
all  costs  and  expenses  (including additional  interest  and
penalties) incurred in connection with such contest  and  shall
indemnify  and  hold the Executive harmless,  on  an  after-tax
basis, for any Excise Tax or income tax (including interest and
penalties  with  respect thereto) imposed as a result  of  such
representation  and  payment of costs  and  expenses.   Without
limitation  on  the foregoing provisions of this  SectionE9(c),
the  Company shall control all proceedings taken in  connection
with  such contest and, at its sole option, may pursue or forgo
any  and all administrative appeals, proceedings, hearings  and
conferences with the taxing authority in respect of such  claim
and may, at its sole option, either direct the Executive to pay
the tax claimed and sue for a refund or to contest the claim in
any  permissible manner, and the Executive agrees to  prosecute
such  contest  to  a  determination before  any  administrative
tribunal, in a court of initial jurisdiction and in one or more
appellate  courts,  as  the Company shall determine;  provided,
however, that if the Company directs the Executive to pay  such
claim  and  sue  for  a refund, the Company shall  advance  the
amount  of  such payment to the Executive, on an  interest-free
basis  and shall indemnify and hold the Executive harmless,  on
an   after-tax  basis,  from  any  Excise  Tax  or  income  tax
(including interest or penalties with respect thereto)  imposed
with  respect  to such advance or with respect to  any  imputed
income with respect to such advance.  The CompanyOs control  of
any  such  contest shall be limited to issues with  respect  to
which  a  Gross-Up Payment would be payable hereunder  and  the
Executive shall be entitled to settle or contest, as  the  case
may  be, any other issue raised by the Internal Revenue Service
or any other taxing authority.

     (d)    If, after the receipt by the Executive of an amount
advanced  by  the Company pursuant to SectionE9(c) hereof,  the
Executive  becomes entitled to receive any refund with  respect
to  such  claim, the Executive shall (subject to the  CompanyOs
complying   with  the  requirements  of  SectionE9(c)   hereof)
promptly pay to the Company the amount of such refund (together
with   any  interest  paid  or  credited  thereon  after  taxes
applicable thereto).  If, after the receipt by the Executive of
an  amount  advanced  by the Company pursuant  to  SectionE9(c)
hereof, a determination is made that the Executive shall not be
entitled  to  any  refund with respect to such  claim  and  the
Company does not notify the Executive in writing of its  intent
to  contest such denial of refund prior to the expiration of 30
days  after  such  determination, then such  advance  shall  be
forgiven and shall not be required to be repaid and the  amount
of such advance shall offset, to the extent thereof, the amount
of Gross-Up Payment required to be paid.

   SectionE10.   Confidential Information.  The Executive shall
hold in a fiduciary capacity for the benefit of the Company all
secret  or confidential information, knowledge or data relating
to  the  Company or any of its affiliated companies, and  their
respective  businesses, which shall have been obtained  by  the
Executive  during the ExecutiveOs employment by the Company  or
any  of  its  affiliated companies and which shall  not  be  or
become public knowledge (other than by acts by the Executive or
representatives   of  the  Executive  in  violation   of   this
Agreement).   After  termination of the ExecutiveOs  employment
with  the  Company, the Executive shall not, without the  prior
written  consent of the Company or as may otherwise be required
by  law  or  legal  process, communicate or  divulge  any  such
information, knowledge or data to anyone other than the Company
and  those  designated by it.  In no event  shall  an  asserted
violation  of  the provisions of this SectionE10  constitute  a
basis  for  deferring  or  withholding  any  amounts  otherwise
payable  to the Executive under this Agreement.  The provisions
of  this  Section  10  shall survive any  termination  of  this
Agreement or any termination of the employment of the Executive
with the Company.

   SectionE11.   Successors.  (a)EThis Agreement is personal to
the  Executive  and without the prior written  consent  of  the
Company shall not be assignable by the Executive otherwise than
by  will  or  the  laws  of  descent  and  distribution.   This
Agreement  shall inure to the benefit of and be enforceable  by
the ExecutiveOs legal representatives.

     (b)   This Agreement shall inure to the benefit of and  be
binding upon the Company and its successors and assigns.

     (c)    The  Company  will require any  successor  (whether
direct  or  indirect,  by  purchase, merger,  consolidation  or
otherwise)  to all or substantially all of the business  and/or
assets  of the Company to assume expressly and agree to perform
this  Agreement in the same manner and to the same extent  that
the  Company  would  be  required to  perform  it  if  no  such
succession  had  taken place.  As used in this  Agreement,  the
term  OCompanyO shall mean the Company as hereinbefore  defined
and  any  successor to its business and/or assets as  aforesaid
which assumes and agrees to perform this Agreement by operation
of law or otherwise.

   SectionE12.    Miscellaneous.  (a)EThis Agreement  shall  be
governed  by and construed in accordance with the laws  of  the
State  of Illinois, without reference to principles of conflict
of  laws.   This  Agreement  may not  be  amended  or  modified
otherwise  than by a written agreement executed by the  parties
hereto    or    their   respective   successors    and    legal
representatives.

     (b)    Each  notice,  request, demand, approval  or  other
communication  which may be or is required to  be  given  under
this  Agreement shall be in writing and shall be deemed to have
been  properly given when delivered personally at  the  address
set  forth below for the intended party during normal  business
hours  at  such  address,  when  sent  by  facsimile  or  other
electronic    transmission   to   the   respective    facsimile
transmission  numbers  of  the parties  set  forth  below  with
telephone  confirmation of receipt, or when sent by  recognized
overnight  courier  or  by  the  United  States  registered  or
certified  mail,  return  receipt requested,  postage  prepaid,
addressed as follows:

          If to the Company:

          Littelfuse, Inc.
          800 E. Northwest Highway
          Des Plaines, Illinois  60016
          Attention:  President (unless the Executive is
                    the President, in which case the
                    communication should be to the
                    attention of all of the Directors
                    of the Company other than the
                    Executive)
          Facsimile:  (847) 824-3864
          Confirm:   (847) 391-0304

          If to the Executive:

          -----------------------------
          
          
Notices  shall be given to such other addressee or address,  or
both, or by way of such other facsimile transmission number, as
a  particular party may from time to time designate by  written
notice  to  the  other  party hereto.   Each  notice,  request,
demand,  approval  or  other communication  which  is  sent  in
accordance with this Section shall be deemed given and received
for  all  purposes  of this Agreement as of two  business  days
after  the  date  of  deposit thereof for  mailing  in  a  duly
constituted  United States post office or branch  thereof,  one
business day after deposit with a recognized overnight  courier
service  or  upon  confirmation of  receipt  of  any  facsimile
transmission.   Notice given to a party  hereto  by  any  other
method  shall  only  be deemed to be given  and  received  when
actually received in writing by such party.

     (c)    The invalidity or unenforceability of any provision
of   this   Agreement  shall  not  affect   the   validity   or
enforceability of any other provision of this Agreement.

     (d)    The  Company may withhold from any amounts  payable
under  this  Agreement such Federal, state,  local  or  foreign
taxes  as  shall  be required to be withheld  pursuant  to  any
applicable law or regulation.

     (e)    The ExecutiveOs or the CompanyOs failure to  insist
upon strict compliance with any provision of this Agreement  or
the  failure to promptly assert any right the Executive or  the
Company may have hereunder, including, without limitation,  the
right  of the Executive to terminate employment for Good Reason
pursuant to SectionE5(c)(i)-(v) hereof, shall not be deemed  to
be  a  waiver of such provision or right or any other provision
or right of this Agreement.

     (f)    The  Executive  and the Company  acknowledge  that,
except  as  may  otherwise be provided under any other  written
agreement between the Executive and the Company, the employment
of  the  Executive by the Company is Oat willO and, subject  to
SectionE1(a) hereof and/or any other written agreement  between
the  Executive and the Company, prior to the Effective Date the
ExecutiveOs employment and/or this Agreement may be  terminated
by either the Executive or the Company at any time prior to the
Effective Date upon written notice to the other party, in which
case  the  Executive shall have no further  rights  under  this
Agreement.   From and after the Effective Date, this  Agreement
shall  supersede any other agreement between the  parties  with
respect to the subject matter hereof.

     (g)    This  Agreement  may be executed  in  two  or  more
counterparts, all of which taken together shall constitute  one
and the same agreement.
     
     In  Witness Whereof, the parties hereto have executed this
Change  of Control Employment Agreement as of the day and  year
first above written.
                                    
                                    
                                    __________________________
                                       _____
                                    Littelfuse, Inc.
                                    
                                    
                                    
                                    By
                                    Its

                               
                               

 EXHIBIT 11.1 - STATEMENT RE:  COMPUTATION OF NET INCOME PER
                            SHARE
                              
              LITTELFUSE, INC. AND SUBSIDIARIES
                              
         (in thousands, except net income per share)
Year Ended December 28, December 31, 1996 1995 1994 Primary Weighted average shares outstanding 9,944 10,104 10,048 Net effect of dilutive stock options and warrants - based on the treasury stock method using the average market price 2,066 2,361 2,136 12,010 12,465 12,184 Net income $21,735 $19,272 $15,227 Net income per share $ 1.81 $ 1.55 $ 1.25 Fully Diluted Weighted average shares outstanding 9,944 10,104 10,048 Net effect of dilutive stock options and warrants - based on the treasury stock method using the year-end market price, if higher than average market price 2,213 2,494 2,343 Fully diluted average shares outstanding 12,157 12,598 12,391 Net income $21,735 $19,272 $15,227 Net income per share $ 1.79 $ 1 .53 $ 1.23
            28                    3/19/97 12:55 PM
Management's  Discussion  and Analysis of Financial  Condition  and
Results  of Operations

The  following discussion provides an analysis of the information
contained  in the  consolidated financial statements and accompanying
notes beginning on  page 26 for the three years ended December 28,
1996.

Highlights

For  Littelfuse, 1996 was an unusual year. For the first time in our
five  year history,  electronics sales growth was less than our
overall average during  the first  three quarters and for the year,
while our automotive segment experienced good  sales  growth all
year. Even though sales growth started  off  slowly  and became
stronger  as  the  year progressed, our product and  geographic
balance helped.  And  our international sales continued to grow much
more strongly  than our  domestic sales.  Sales increased 10 percent
during 1996 compared  to  1995. Operating  income for 1996 increased
12 percent compared to the prior  year  and net   income  increased
by  13  percent.   Earnings  before  interest,   taxes, depreciation
and amortization (EBITDA) increased 13 1/2 percent in 1996 compared
to  the prior year.  The company repurchased 671,000 warrants and
285,000 shares of  its  common  stock for $26.8 million during the
year and our debt  increased $3.7  million.   The  company's total
debt to equity ratio  remains  at  a  very reasonable .5 to 1 at the
end of 1996.

The  company  made  significant  new  product  introductions  and
international facility  expansions  during 1996. In the spring,  we
introduced  a  new  alarm indicating  fuse for use in the electronics
industry and a new J case  cartridge style  fuse for 20 to 80 amp
applications in the automotive market. In the fall, we  introduced an
expanded line of indicating fuses in the electrical market and a
surface mount polymeric PTC device for use in the electronics
industry.   This latest  device  is  our  first  entry into the
conductive  polymeric  resettable market, which is approximately $200
million in size.

The  company also made  significant investments for the future
completing a  new facility in Washington, England that permitted us
to consolidate our two English leased  facilities  into  one  newer
and much  larger  facility,  substantially completing a new facility
in Suzhou, China, and completing the installation of a new computer
system in North America.  We also made a significant investment  in
equipment  and  tooling to support our new surface mount resettable
PTC  device production.  The  company's focus on international sales
and marketing  produced significant  results  in  1996 as sales
outside North America  grew  19  percent compared to 6 percent sales
growth in North America.
Results of Operations

1996 Compared with 1995

Littelfuse  had  record sales and earnings for the fifth straight
year.   Sales increased 10 percent to $241.4 million in 1996 from
$219.5 million in 1995.  The gross margin was 40.7% compared to 40.9%
the prior year and operating income was 15.6%  of net sales compared
to 15.4% the prior year.  EBITDA was $59.4  million compared  to
$52.4 million in 1995.  As a result, the company during  1996  was
able  to  invest  $17.1 million in capital improvements and to
repurchase  $26.8 million  of its warrants and common stock, while
only increasing its  debt  $3.7 million.

Sales  increased $21.9 million during 1996.  The sales growth was
strongest  in the  automotive  segment, followed by  electronics and
power fuses.   Electronic sales increased $8.9 million or 9 percent
to $112.7 million in 1996 compared  to $103.8  million in 1995.  The
electronics business was very strong  in  consumer electronics and
datacommunications all year.  This resulted in very strong sales
growth  in Japan for the year.  However, the electronics business was
relatively
weak in personal computers, telecommunications and general industrial
until late in  the  year.  Automotive sales increased $11.0 million
or 13 percent to  $94.4 million  in 1996 compared to $83.4 million in
1995.  Automotive sales were  very strong  in  Europe  for  the  year
and automotive OEM  markets  were  relatively stronger  than
automotive aftermarkets all year in North  America  and  Europe.
Power  fuse sales increased $2.0 million or 6 percent to $34.4
million  in  1996 compared  to  $32.4 million in 1995.  The company
believes that its  power  fuse business  grew slightly faster than
the underlying markets for capital equipment and construction
spending during 1996.
The  company's business is dependent upon general economic conditions
in  North America,  Europe  and   Asia Pacific.  The Company's
electronic  and  automotive product sales fluctuate with the trends
in their respective end-product markets, while power fuse sales are
dependent upon conditions within the construction and capital
equipment  markets.  North  American  and  Asia  Pacific  sales
almost exclusively  are denominated in US dollars, while European
sales  generally  are denominated  in Dutch guilders or British
pounds.  On a constant currency  basis our  European sales growth
would have been 13 percent rather than the 9  percent reported  and
our consolidated sales growth would have been 11  percent  rather
than  the  10  percent reported.  The company's reported sales in
North  America increased 6 percent during 1996, while its sales in
Europe increased 9  percent, and its sales in the Asia Pacific
increased 29 percent.
Gross  profit  was 40.7% at $98.3 million for 1996 compared to  40.9%
at  $89.9 million in 1995. The gross
margin decline of 0.2 percentage points was primarily
caused  by  the  relatively low margins of our new China and  Korean
operations having a greater impact than our margin improvements due
to cost reductions  and spreading  higher  sales  over  our fixed
costs in  North  America  and  Europe. Margins for both the
automotive and power fuse product segments improved  during 1996,
while  the  margins for the electronic segment declined  slightly.
Auto margins  improved  due to favorable mix as the fuse portion  of
automotive  OEM sales grew to about 90 percent of sales in 1996
compared to about 80 percent  of sales in 1995.

Selling,  general  and  administrative expenses were 22.2%  of  sales
for  1996 compared  to  22.6% for 1995, with selling expenses
accounting for approximately three-fifths of the expenses.  The 0.4
percentage point decrease was due to  the general  and administrative
expense increase of 0.2 percentage point being  more than  offset  by
the research and development decrease of 0.6 percentage  point. The
increase  in  general and administrative expense was due primarily
to  the installation  of  new  information  systems.   The  decrease
in  researchand
development  was  due  to  lower project and patent expenses.
Amortization  of reorganization value and other intangibles was 2.9%
of sales for  1996  compared to  3.0%  the  prior  year.  The total
operating expenses including  intangibles amortization were 25.1% of
sales for 1996 compared to 25.6% of sales for                            1995.
On  a  constant currency basis, Europe's increase in operating income
would have been   $0.5  million  higher.   Therefore,  currency
changes  reduced  Europe's operating income about 4 percent and
reduced consolidated operating income about 1  percent.   Operating
income for 1996 after the intangibles  amortization  was $37.7
million or 15.6% of sales compared to $33.7 million or 15.4% of sales
the prior year.
Interest  expense was $4.2 million for 1996 compared to $4.3 million
for  1995. Interest rates declined slightly and debt increased
slightly year over year  due to  the  stock  and warrant repurchase
program.  Other income,  net,  consisting primarily  of  minority
interest adjustments and royalties,  was  $0.7  million compared to
$0.4 million the prior year.
Income before taxes was $34.1 million in 1996 compared to $29.9
million in 1995. Income tax expense was $12.4 million in 1996
compared to $10.6 million the prior year.   The company's effective
tax rate was 36.25% in 1996 compared to 35.5% in 1995.   Net  income
for the year was $21.7 million in 1996  compared  to  $19.3 million
the prior year.  Earnings per share increased to $1.81 in 1996
compared to  $1.55 in 1995, in part because of the company's stock
and warrant repurchase program reduced the number of shares
outstanding.

EBITDA  grew $7.0 million or 13 1/2% to $59.4 million in 1996
compared to  $52.4 million  in 1995.  EBITDA was 24.6% of sales in
1996 compared to
23.8% of  sales
in 1995 -- an improvement of 0.8 percentage point.  EBITDA for 1996
consisted of the  reported  operating  income of $37.7 million  plus
other  income  of  $0.7 million,  depreciation of $14.0 million, and
amortization of intangibles of $7.0 million.

1995 Compared with 1994

Sales  increased  13 percent to $219.5 million in 1995 from  $194.5
million  in 1994.  The gross margin was 40.9% compared to 39.8% the
prior year and operating income  was
15.4%  of net sales compared to 14.3% the prior year.   EBITDA  was
$52.4  million  in  1995 compared to $45.7 million in 1994.  As  a
result,  the company during 1995 was able to invest $14.6 million in
capital improvements, to pay  down  $17.0 million of debt and to
repurchase $3.5 million  of  its  common stock.

Sales  increased $25.1 million during 1995.  The sales growth was
strongest  in the  electronics  segment, followed by  power fuses and
automotive.   Electronic sales  increased $16.5 million or 19 percent
to $103.8 million in 1995  compared to $87.4 million in 1994.  The
electronic OEM business was very strong worldwide --in  consumer  e
lectronics,  personal  computers,  telecommunications,          and
instrumentation/industrial.   Automotive  sales  increased  $5.6
million  or  7 percent  to $83.4 million in 1995 compared to $77.8
million in 1994.  Automotive
sales were stronger in Europe particularly in the first half of the
year.  North American  sales slowed in the second half of 1995 due to
a slower  U.S.  economy and  also due to lower nonrecurring
fuseholder sales and lower electromechanical relay  sales  compared
to the same period of 1994.  Power fuse  sales  increased $3.1
million or 10 percent to $32.4 million in 1995 compared to $29.3
million in 1994.   The company believes that its power fuse business
grew faster  than  the improving underlying markets for capital
equipment and construction spending.

North  American and Asia-Pacific sales almost exclusively are
denominated in  US dollars,  while  European sales generally are
denominated in Dutch  guilders  or British  pounds.  On  a  constant
currency basis,  European  sales  would  have increased  17 percent
instead of the reported 30 percent and consolidated  sales would
have  increased 10 percent instead of the reported 13  percent.
Japanese sales  probably were aided indirectly by the fact that our
product cost in local currency  averaged approximately 10 percent
less in 1995 compared to 1994.                                  The
company's reported sales in North America increased 5 percent during
1995, while its  sales  in  Europe  increased 30 percent, and  its
sales  in  Asia  Pacific increased 41 percent.

Gross  profit  was 40.9% at $89.9 million for 1995 compared to  39.8%
at  $77.4 million  in 1994. The gross margin improvement of 1.1
percentage points was  not greatly influenced by pricing, but rather
the improvement was primarily  due  to cost reduction activities,
lower fixed manufacturing costs as a percent of sales and  favorable
mix.   The improvement in gross margin by  product  segment  was
somewhat  proportional to each segment's growth in sales.  Margins
for both  the electronic  and  power fuse product segments improved
more  than  the  corporate average during 1995, while the margins for
the automotive segment improved less. Auto  margins  still  improved
due to favorable  mix  as  the  fuse  portion  of automotive OEM
sales grew to about 80 percent of sales in 1995 compared to about 70
percent of sales in 1994.

Selling,  general  and  administrative expenses were 22.6%  of  sales
for  1995 compared  to  22.1% for 1994, with selling expenses
accounting for approximately three-fifths  of  the expenses.  The 0.5
percentage point increase  was  due  to research  and  development
expense  increasing  0.5  points  and  general                  and
administrative  expense  increasing 0.4 points,  partially  offset
by   selling expense  decreasing  0.4  percentage  points.   The
increase  in  general                                           and
administrative expense was due primarily to the installation of new
information systems  and expenses
associated  with  corporate  development   activities.
Amortization of reorganization and other intangibles was 3.0% of
sales for  1995 compared   to  3.4%  the  prior  year.  The total
operating  expenses  including
intangibles amortization were 25.6% of sales for 1995 compared to
25.5% of sales for 1994.
For  1995, the Company adjusted the expected long-term rate of return
assumption for  determining  pension expense from 8.5% to 9.0% and
changed  mortality  and turnover  assumptions, which resulted in a
$0.2 million net increase in  pension expense  for  the  year.
Approximately $1.6 million of  Europe's  increase  in operating
income was due to favorable currency exchange rate  changes  in  1995
compared  to 1994.  Therefore, currency changes account for about 40
percent  of Europe's  increase in operating income and about 25
percent of the  consolidated increase   in   operating  income.
Operating  income  after  the   intangibles amortization  was $33.7
million or 15.4% of sales compared to $27.8  million  or 14.3% of
sales the prior year.
Interest expense was $4.3 million for 1995 compared to $5.0 million
for 1994 due to  declining  debt  levels  during the year.   Other
income,  net,  consisting primarily  of  royalties, was $0.4 million
compared to $0.6  million  the  prior year.
Income before taxes was $29.9 million in 1995 compared to $23.4
million in 1994. Income tax expense was $10.6 million in 1995
compared to $8.2 million the  prior year.   The company's effective
tax rate was 35.5% in 1995 compared to 35.0%  in 1994.   Net  income
for the year was $19.3 million or $1.55 per  share  in  1995 compared
to $15.2 million or $1.25 per share the prior year.
EBITDA  grew  $6.7  million or 15% to $52.4 million in 1995  compared
to  $45.7 million in 1994.  EBITDA was 23.8 % of sales in 1995
compared to 23.5% of  sales in  1994  -- an improvement of 0.3
percentage points.  EBITDA for 1995 consisted of  the  reported
operating income of $33.7 million plus royalty income of  $0.4
million,  depreciation of $11.6 million, and amortization of
intangibles of $6.6 million.
Geographical Business Segments
During  the  last  three  years, the company's international  sales
have  grown dramatically  as a result of increased Asia-Pacific and
European sales  efforts, new  product  introductions, and generally
improved  Asia-Pacific  and  European economies.   International
sales increased 20% in 1996 compared to 32%  in  1995 and  35%  in
1994.  USA sales growth was 5 percent in 1996 compared to 5 percent
in  1995  and 16 percent in 1994.  Over the last five years
international  sales have  increased at a compounded annual rate of
23% versus a USA sales compounded annual growth rate of 8%.
The geographic area of greatest sales growth during the past five
years has been the Asia Pacific.  Sales growth also was strong in the
European Community during the  last three years.  International sales
grew to 38.5 % of net sales in  1996 compared to  35.3% of net sales
in 1995 and  30.1% of net sales in 1994.
The   following  table  summarizes  sales  based  upon  destination
and       total
international sales compared to total company net sales (in
thousands): 

                                    1996        1995         1994

                                                
USA Destinations                $148,588    $142,070     $135,865

Other North American               7,968       6,336        6,144

European Community                35,373      32.607       25,017

Asia Pacific & other              49,517      38,522       27,428

Total company sales             $241,446    $219,535     $194,454

Total international sales        $92,858     $77,465      $58,589

As  percent of total company       38.5%       35.3%        30.1%
sales

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 debt obligations for the foreseeable future. Approximately eighty percent of the company's sales are denominated in US dollars with the balance primarily in two European currencies, Dutch guilders and British pounds. Since over seventy percent of European costs also are in European currencies and the rest of Europe's and the company's costs predominately are denominated in US dollars, there is little need to hedge the company's monetary assets, liabilities or commitments. The company did not have any foreign exchange derivative positions at year end 1996. Littelfuse started 1996 with $1.3 million of cash. Net cash provided by operations was $40.0 million for the year, a significant improvement over 1995. Cash used to invest in net property, plant and equipment was $17.1 million and to invest in a foreign joint venture was $0.3 million. Cash used in financing activities included net borrowings of long term debt of $4.2 million. The purchase of the company's warrants and common stock of $26.8 million was partially offset by cash proceeds from the exercise of stock options of $0.3 million. The effect of exchange rate changes decreased cash by $0.1 million. The net of cash provided by operations, less investing activities, less financing activities, plus the effect of exchange rates resulted in an $0.1 million net increase in cash. This left the company with a cash balance of $1.4 million at the end of 1996. Net working capital used only $ 1.3 million of cash flow from operations for 1996. All asset categories used working capital, except prepaid expenses which declined $0.4 million. Accounts receivable increased $5.6 million and inventory increased $1.8 million. All accruals provided working capital for the year. The greatest benefit in 1996 compared to 1995 came from large increases in accrued taxes of $2.4 million. Accounts payable, accrued payroll, and accrued expenses each increased by about $1.0 million and provided funds of almost $2.9 million. Net working capital changes in 1997 probably will result in a small use of cash, as the company expects current asset increases to exceed current liability increases in 1997. Littelfuse started 1995 with $1.3 million of cash. Net cash provided by operations was $34.3 million for the year, a significant improvement over 1994. Cash used to invest in net property, plant and equipment was $14.6 million, and to invest in a foreign joint venture was $0.3 million. Cash used in financing activities included net payments of long-term debt of $17.0 million and the purchase of the company's common stock for $3.5 million was partially offset by cash proceeds from the exercise of stock options of $0.6 million. The effect of exchange rate changes increased cash by $0.1 million. The net of cash provided, less investing activities, less financing activities, plus the effect of exchange rates resulted in no net change in cash. This left the company with a cash balance of $1.3 million at the end of 1995. Net working capital used only $3.1 million of cash flow from operations for 1995. All asset categories used working capital. Accounts receivable increased $3.3 million and inventory increased $1.8 million. All accruals provided working capital for the year. The greatest benefit in 1995 compared to 1994 came from smaller increases in accounts receivable and inventory. Accrued payroll, accrued taxes and accrued expenses provided funds of almost $3.0 million and accounts payable and prepaid expenses used funds of $1.0 million. The company's capital expenditures were $17.1 million in 1996, $14.6 million in 1995 and $10.7 million in 1994. The company expects that capital expenditures will be approximately $19.5 million or 7.2% of sales in 1997 compared to 7.1% of sales in 1996, 6.7% in 1995 and 5.5% in 1994. The primary purposes for capital expenditures are for capacity expansion and new product tooling and production equipment. As in 1996, capital expenditures in 1997 are expected to be financed by cash flow from operations. The company increased total debt $3.7 million in 1996, after reducing debt by $17.1 million in 1995 and by $20.6 million in 1994. The company is required to repay $9.0 million of long-term debt in 1997. The company also repurchased 671,000 warrants and 285,000 common shares for $26.8 million in 1996, 110,000 common shares for $3.5 million in 1995, and 35,500 warrants for $0.5 million in 1994. Net working capital (working capital less cash and the current portion of longterm debt) as a percent of sales was 13.0% at year end 1996 compared to 12.7% at year end 1995 and to 12.9% at year end 1994. The days sales in receivables was approximately 52 days at year end 1996 compared to 51 days at year end 1995 and 49 days at year end 1994. The company's days sales in receivables grows about 1 day per year as international sales increase, since our international terms average 15 days longer. The inventory turnover rate was approximately 4.5 turns at year end 1996 compared to 4.1 turns at year end 1995 and 4.2 turns at year end 1994. The ratio of current assets to current liabilities was 1.4 to 1 at year end 1996 and 1995 compared to 1.5 to 1 at year end 1994. The ratio of long-term debt to equity was 0.4 to 1 at year end 1996 and 1995 compared to 0.6 to 1 at year end 1994. On April 26, 1996 the company announced that its Board of Directors had authorized the company to repurchase up to 1,000,000 shares of its common stock or 1,000,000 of its warrants, or any combination not to exceed 1,000,000 shares of common stock and warrants from time to time depending on market conditions. The company has repurchased 6,000 warrants and 97,000 common shares in 1996 since the April 26, 1996 authorization. The company has repurchased an additional 50,000 common shares during the first two months of 1997. Long-term debt at year end 1996 consisted of five types of debt totaling $54.6 million. They are as follows: (1) senior notes due August, 2000 totaling $36.0 million, (2) revolver borrowings totaling $16.9 million, (3) notes payable relating to an agreement not to compete totaling $1.0 million, (4) notes payable relating to income taxes totaling $0.5 million, and (5) mortgage notes totaling $0.2 million. These five items include $10.0 million of the bank revolver, tax notes, non-compete notes and mortgage notes, which are considered to be current liabilities, resulting in net long-term debt totaling $44.6 million at the end of the year. The revolver carried an interest rate of LIBOR + 0.5% for the last four months of 1996 or approximately 6.2%. The company expects the interest rate paid on the bank debt to be approximately 6.2% during the first half of 1997. The company at the end of 1996 had unused revolver availability of $48.5 million. In addition, the company had outstanding letters of credit totaling $1.8 million at year end 1996. Outlook Littelfuse has enjoyed compounded annual sales growth of 12.1% for the last five years. Although Littelfuse expects to increase market share during 1997, particularly in the electronics segment in Asia Pacific and Europe, in the automotive segment in Europe and in the power fuse segment in North America, the company expects the sales increases in 1997 to grow at a rate close to our last five year average. We expect sales growth to be slower in the first and fourth quarter and stronger in the second and third quarter. We also expect the first quarter sales growth will not benefit much from our new product introductions compared to the next three quarters. The fourth quarter 1997 sales growth will be compared to a very strong quarter in 1996. Littelfuse expects prices to decline modestly in 1997. Although costs and expenses will rise with inflationary pressures, the company's productivity gains and continued control of spending should help to offset this pressure as we have previously succeeded in doing. The company does expect modest gross margin pressure from expenses related to the start up of the China operations and the launching of new products including the new conductive polymeric resettable PTC devices. The development of new products, global expansion, and reinvestment for the future are the cornerstones of Littelfuse's growth strategy. Accordingly, the company intends to continue its commitment to funding research and development, international sales and marketing activity, and investments in capital equipment and operations improvements. Littelfuse has significantly improved its return on net assets and its return on capital employed the last five years. The company's return on net tangible assets was 25.0% in 1996 compared to 23.8% in 1995 and 19.8% in 1994, or over two times the S&P 500 return on net tangible assets. The company's return on capital employed was 13.3% in 1996 compared to 11.8% in 1995 and 9.3% in 1994, or over 20 percent better than the S&P 500 return on capital employed. These two comparisons demonstrate the company's ability to deliver above-average returns on investment for its shareholders. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995 The statements under "Outlook" and the other statements which are not historical facts contained in this report are forward-looking statements that involve risks and uncertainties, including, but not limited to, product demand and market acceptance risks, the effect of economic conditions, the impact of competitive products and pricing, product development, commercialization and technological difficulties, capacity and supply constraints or difficulties, the results of financing efforts, actual purchases under agreements, the effect of the company's accounting policies, and other risks which may be detailed in the company's Securities and Exchange Commission filings. REPORT OF INDEPENDENT AUDITORS The Board of Directors and Shareholders Littelfuse, Inc. We have audited the accompanying consolidated statements of financial condition of Littelfuse, Inc. and subsidiaries as of December 28, 1996 and December 31, 1995, and the related consolidated statements of income, shareholders' equity, and cash flows for each of the three years in the period ended December 28, 1996. Our audits also included the financial statement schedule listed in the Index at Item 14(a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Littelfuse, Inc. and subsidiaries at December 28, 1996 and December 31, 1995, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 28, 1996, in conformity with generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. /s/ Ernst & Young LLP Chicago, Illinois January 20, 1997 Littelfuse, Inc. and Subsidiaries Consolidated Statements of Financial Condition
December December 28 1996 31 1995 (In Thousands) Assets Current assets: Cash and cash equivalents $ $ 1,427 1,308 Accounts receivable, less allowances (1996 - $5,057; 1995 - $3,901) 35,468 29,722 Inventories 31,586 30,076 Deferred income taxes 3,100 1,336 Prepaid expenses and other current 2,228 2,581 assets Total current assets 73,809 65,023 Property, plant, and equipment: Land 5,383 4,998 Buildings 19,271 16,871 Equipment 96,657 82,895 121,311 104,764 Less: Allowances for depreciation and 57,422 43,535 amortization 63,889 61,229 Intangible assets, net of amortization: Reorganization value in excess of amounts allocable to identifiable 44,635 48,056 assets Patents and licenses 11,102 13,322 Distribution network 7,935 8,817 Trademarks 3,784 4,037 Other 1,157 1,795 68,613 76,027 Other assets 3,640 2,907 $209,951 $205,186 December December 28 1996 31 1995 (In Thousands) Liabilities and shareholders' equity Current liabilities: Accounts payable $ $ 12,775 11,836 Accrued payroll 9,330 8,371 Accrued expenses 8,159 7,183 Accrued income taxes 10,775 8,362 Current portion of long-term debt 10,005 10,065 Total current liabilities 51,044 45,817 Long-term debt, less current portion 44,556 40,804 Deferred income taxes 5,417 4,615 Minority interest in subsidiary 312 568 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; shares issued, including shares in treasury, 103 102 1996 - 10,283,000; 1995 - 10,187,000 Additional paid-in capital 57,426 72,364 Notes receivable - Common stock (1,470) (571) Cumulative foreign currency translation (870) (120) adjustment Retained earnings 66,875 45,140 Cost of common stock in treasury, 1996 - 395,130 shares; 1995 - 110,000 shares (13,442) (3,533) 108,622 113,382 $209,951 $205,186 See accompanying notes.
Littelfuse, Inc. and Subsidiaries Consolidated Statements of Income
Year ended Year ended December December 31 28 1996 1995 1994 (In Thousands, Except Per Share Amounts) Net sales $241,446 $219,535 $194,454 Cost of sales 143,158 129,663 117,038 Gross profit 98,288 89,872 77,416 Selling expenses 34,369 31,278 28,493 Research and development 7,330 7,901 6,111 expenses General and administrative 11,912 10,334 8,283 expenses Amortization of 7,008 6,630 6,683 intangibles Operating income 37,669 33,729 27,846 Interest expense 4,235 4,279 5,014 Other income, net (660) (430) (595) Income before income taxes 34,094 29,880 23,427 Income taxes 12,359 10,608 8,200 Net income $ 21,735 $ 19,272 $ 15,227 Net income per share: Primary $ $ $ 1.81 1.55 1.25 Fully diluted $ $ $ 1.79 1.53 1.23 Weighted-average number of common and common equivalent shares 12,010 12,465 12,184 outstanding - Primary See accompanying notes.
Littelfuse, Inc. and Subsidiaries Consolidated Statements of Shareholders' Equity Period from January 1, 1994 to December 28, 1996
Cumulative Cost Notes Foreign of Additional Receiveable Currency Retained Common Common Paid in Common Stock Translation Earnings Stock in Stock Capital adjustment Treasury Total (In Thousands) Blance at January 1, 1994 $100 $70,065 $ - $(1,566) $10,641 $ - $79,240 Stock options exercised 1 996 - - - - 997 Redemption of 34,500 warrants - (476) - - - - (476) Translation adjustment - - - 711 - - 711 Net income for the year - - - - 15,227 - 15,227 Balance at December 31, 1994 101 70,585 (855) 25,868 - 95,699 Stock options exercised 1 1,779 (571) - - - 1,209 Purchase of 110,000 shares of - - - - - 3,533) (3,533) common stock Translation adjustment - - - 735 - - 735 Net income for the year - - - - 19,272 - 19,272 Balance at December 31, 1995 102 72,364 (571) (120) 45,140 (3,533) 113,38 2 Stock options exercised 1 1,998 (899) - - - 1,100 Purchase of 285,130 shares of - - - - - (9,909 (9,909) common stock Redemption of 671,060 warrants - (16,936) - - - - (16,936) Translation adjustment - - - (750) - - (750) Net income for the year - - - 21,735 - 21,735 Balance at December 28, 1996 $103 $57,426 $(1,470) $(870) $66,875 $(13,442)$108,622 See accompanying notes
. Littelfuse, Inc. and Subsidiaries Consolidated Statements of Cash Flows
Year ended Year ended December December 31 28 1996 1995 1994 (In Thousands) Operating activities Net income $21,735 $19,272 $15,227 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 14,057 11,569 10,527 Amortization of intangibles 7,008 6,630 6,683 Provision for bad debts 236 160 126 Deferred income taxes (962) (78) 1,871 Minority interest (411) (61) - Other (365) - - Changes in operating assets and liabilities: Accounts receivable (5,630) (3,303) (5,560) Inventories (1,816) (1,782) (5,930) Accounts payable and accrued expenses 6,550 1,408 6,401 Other, net (424) 534 162 Net cash provided by 39,978 34,349 29,507 operating activities Investing activities Purchases of property, plant, and (17,094) (14,636) (10,725) equipment, net Foreign investment - (341) 276 - Noncompete payment Net cash used in investing (17,435) (14,360) (10,725) activities Financing activities Proceeds (payments) of long- 4,196 (17,028) (20,557) term debt, net Proceeds from exercise of 276 570 553 stock options Purchase of common stock and redemption of warrants (26,845) (3,533) (476) Net cash used in financing (22,373) (19,991) (20,480) activities Effect of exchange rate (51) 48 72 changes on cash Increase (decrease) in cash and cash equivalents 119 46 (1,626) Cash and cash equivalents at beginning 1,308 1,262 2,888 of year Cash and cash equivalents at $ 1,427 $ 1,308 $ 1,262 end of year See accompanying notes.
Littelfuse, Inc. and Subsidiaries Notes to Consolidated Financial Statements December 28, 1996 1. Summary of Significant Accounting Policies and Other Information Nature of Operations Littlefuse, Inc. and its subsidiaries (the company) design, manufacture, and sell fuses and other circuit protection devices for use in the automotive, electronic, and general industrial markets throughout the world. The company also manufactures and supplies relays, switches, circuit breakers, and indicator lights to the automotive industry and to appliance and general electronics manufacturers. The company's operations represent a single industry segment for accounting purposes. Fiscal Year Effective January 1, 1996, the company changed its fiscal year from December 31 to a 52-53-week year ending on the Saturday nearest December 31. Accordingly, the Company's 1996 fiscal year ended on December 28. Principles of Consolidation The consolidated financial statements include the accounts of Littlefuse, Inc. and its subsidiaries. All significant intercompany accounts and transactions have been eliminated. Cash Equivalents All highly liquid investments, with a maturity of three months or less when purchased, are considered to be cash equivalents. Accounts Receivable The company performs credit evaluations of customers' financial condition and generally does not require collateral. Credit losses are provided for in the financial statements and consistently have been within management's expectations. Inventories Inventories are stated at the lower of cost (first in, first out method) or market, which approximates current replacement cost. 1. Summary of Significant Accounting Policies and Other Information (continued) Property, Plant, and Equipment Land, buildings, and equipment are carried at cost. Depreciation is provided under accelerated methods using useful lives of 21 years for buildings, 9 years for equipment, and 7 years for furniture and fixtures. Tooling and computer software are depreciated using the straight-line method over 5 years and 3 years, respectively. Intangible Assets Reorganization value in excess of amounts allocable to identifiable assets and trademarks are amortized using the straight-line method over 20 years. Patents are amortized using the straight-line method over their estimated useful lives, which average approximately 10 years. The distribution network is amortized using an accelerated method over 20 years. Licenses are amortized using an accelerated method over their estimated useful lives, which average approximately nine years. Other intangible assets consist principally of an agreement not to compete that is being amortized over the three-year term of the agreement. Accumulated amortization of these intangible assets was $34.3 million at December 28, 1996, and $27.3 million at December 31, 1995. Revenue Recognition Sales and associated costs are recognized when products are shipped to customers. Advertising Costs The company expenses advertising costs as incurred which amounted to $2.7 million in 1996, and $3.1 million in both 1995 and 1994. Foreign Currency Translation The financial statements of foreign entities have been translated in accordance with Statement of Financial Accounting Standards No. 52 and, accordingly, unrealized foreign currency translation adjustments are reflected as a component of shareholders' equity. Per-Share Data Net income per share is based on the weighted-average number of shares of common shares outstanding during each year after giving effect to stock options and warrants considered to be common stock equivalents. 1. Summary of Significant Accounting Policies and Other Information (continued) Stock-Based Compensation The company accounts for stock option grants to employees and directors in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB No. 25). The company grants stock options for a fixed number of shares with an exercise price equal to the market price of the underlying stock at the date of grant and, accordingly, does not recognize compensation expense. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Reclassifications Certain amounts in the 1995 and 1994 financial statements have been reclassified to conform with the 1996 financial statement presentation. 2. Acquisition of Business On October 28, 1995, the company invested $888,000 in exchange for a 51% interest in Sam Hwa Co. Ltd., a Korean fuse manufacturer, now doing business as Sam Hwa Littelfuse, Inc. The company acquired an additional 14% interest on October 9, 1996, in exchange for $637,000. The company also entered into a three-year noncompete agreement with the original shareholders in 1995. Under the noncompete agreement, the company will pay $1.6 million; $427,000 of which was paid in 1996 and $276,000 paid in 1995. The accounts and transactions of the acquired business have been included in the consolidated financial statements from the date the company acquired majority interest. Pro forma results of operations, assuming this purchase transaction had occurred as of January 1, 1995, would not differ materially from reported results of operations. 3. Inventories The components of inventories are as follows at December 28, 1996 and December 31, 1995 (in thousands): 1996 1995 Raw materials $ 8,411 $ 8,823 Work in process 3,263 3,445 Finished goods 19,912 17,808 $31,586 $30,076
4. Long-Term Debt The carrying amounts of long-term debt, which approximate fair value, are as follows at December 28, 1996 and December 31, 1995 (in thousands): 1996 1995 Senior Notes $36,000 $45,000 Term Loan - 2,000 Revolver 16,500 500 Other 2,061 3,369 54,561 50,869 Less: Current 10,005 10,065 maturities $44,556 $40,804
The company has an unsecured financing arrangement consisting of $45,000,000 of Senior Notes with insurance companies and a Credit Agreement with banks that provides a $65,000,000 revolving loan facility. The Senior Notes require a minimum principal payment of $9,000,000 annually. The first payment was made August 30, 1996. Additional principal payments will be made each year through 2000. No principal payments are required for borrowings against the revolving line of credit until the line matures on August 31, 2000. A commitment fee on the daily unborrowed portion of the revolving credit line is based on the company's debt-to-capital ratio, and is payable quarterly. The company can make additional prepayments under the Credit Agreement at any time without penalty. 4. Long-Term Debt (continued) Interest is payable semiannually on the Senior Notes at 6.31%. Interest is payable quarterly under the Credit Agreement borrowings at LIBOR plus a Eurodollar margin. The Eurodollar margin, which is based on the company's debt to capital ratio, amounted to 0.5% at December 28, 1996. The Credit Agreement provides for letters of credit of up to $3 million as part of the available credit under the revolving line of credit. At December 28, 1996, the company had $1.8 million of outstanding letters of credit. The company is required to pay a fee of .625% of the face amount of each letter of credit issued. The Senior Notes and Credit Agreement contain covenants that, among other matters, impose limitations on the incurrence of additional indebtedness, future mergers, sales of assets, payment of dividends, and changes in control, as defined. In addition, the company is required to satisfy certain financial covenants and tests relating to, among other matters, interest coverage, working capital, leverage, and net worth. Aggregate maturities of long-term debt at December 28, 1996, are as follows (in thousands): 1997 $10,005 1998 9,731 1999 9,198 2000 25,550 2001 77 $54,561
Interest paid on long-term debt totaled $4.0 million in 1996, $4.0 million in 1995, and $4.7 million in 1994. 5. Benefit Plans The company has a defined-benefit pension plan (the Plan) covering substantially all of its employees. The amount of the retirement benefit is based on years of service and final average monthly pay. The Plan also provides postretirement medical benefits to retirees and their spouses if the retiree has reached age 62 and has provided at least ten years of service prior to retirement. Such benefits generally cease once the retiree attains age 65. The company's contributions are made in amounts sufficient to satisfy ERISA funding requirements. 5. Benefit Plans (continued) The components of pension cost are as follows (in thousands): 1996 1995 1994 Service cost - Benefits earned $1,669 $1,056 $ 982 during the period Interest cost on projected benefit 2,558 2,055 1,893 obligation Actual return on plan assets (3,810) (6,512) 353 Net amortization and deferral 1,705 4,933 (2,156) Total pension cost $2,122 $1,532 $1,072
Substantially all Plan assets are invested in listed stocks and bonds. The funded status and amounts recognized in the consolidated statements of financial condition at December 28, 1996 and December 31, 1995, are as follows (in thousands): 1996 1995 Actuarial present value of benefit obligations: Vested benefit obligation $ 26,267 $ 25,586 Accumulated benefit obligation $ 29,366 $ 28,519 Projected benefit obligation $(37,385) $(37,489) Plan assets at fair value 34,381 28,855 Unrecognized net experience loss 5,866 9,971 Unrecognized prior service cost 377 443 Pension asset recognized in the consolidated statements of financial condition (net of a current pension liability of $530 at December 31, 1995) $ 3,239 $ 1,780
The following significant assumptions were used in determining pension cost for the years ended December 28, 1996, December 31, 1995, and December 31, 1994: 1996 1995 1994 Discount rate 7.5% 7.0% 7.5% Rate of increase in 4.5 4.5 5.0 compensation levels Expected long-term rate of 9.0 9.0 8.5 return on assets
5. Benefit Plans (continued) The company provides additional retirement benefits for certain key executives through its unfunded Supplemental Executive Retirement Plan. The charge to expense for this plan amounted to $747,000, $640,000, and $417,000 in 1996, 1995, and 1994, respectively. The company also maintains a 401(k) savings plan covering substantially all U.S. employees. The company matches 50% of the employee's annual contributions for the first 4% of the employee's gross wages. Employees vest in the company contributions after two years of service. Company matching contributions amounted to $457,000 in 1996, $472,000 in 1995, and $346,000 in 1994. 6. Shareholders' Equity Stock Purchase Warrants Warrants to purchase 2,086,222 shares of common stock at $8.36 per share are outstanding at December 28, 1996. The warrants are exercisable at the option of the holder at any time prior to December 27, 2001, and are not callable by the company. Stock Options The company has stock option plans authorizing the granting of both incentive and nonqualified options and other stock of up to 1,100,000 shares to employees and directors. The stock options vest over a five-year period and are exercisable over a ten- year period commencing from the date of vesting. 6. Shareholders' Equity (continued) A summary of stock option information follows: 1996 1995 1994 Weighted- Weighted- Weighted- Average Average Average Options Exercice Options Exercise Options Exercise Price Price Price Outstanding at 618,400 $17.52 603,500 $13.08 563,050 $10.40 beginning of year Granted 125,700 $36.79 118,800 $32.69 116,000 $22.77 Exercised (87,450) $11.61 (98,600) $ 8.60 (67,050) $ 7.67 Forfeited (27,960) $20.85 (5,300) $19.17 (8,500) $10.72 Outstanding at end of 628,690 $21.89 618,400 $17.52 603,500 $13.08 year Exercisable at end of 230,910 166,050 114,900 year Available for future 155,500 297,000 110,500 grant Weighted- average value of options $18.61 $16.08 granted during the year
As of December 28, 1996, the company had the following outstanding options: Weighted- Weighted- Exercise Options Average Average Options Price Outstand Exercise Remaining Exercisa ing Price Life ble $7.357 to 209,400 $ 7.81 3.7 106,200 $10.00 $18.75 to 190,850 21.75 5.1 104,850 $25.25 $32.25 to 228,440 34.97 6.9 19,860 $38.00
6. Share holders' Equity (continued) Disclosure of pro forma information regarding net income and net income per share is required by Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation, and has been determined as if the company had accounted for its stock options granted in 1996 and 1995 under the fair value method using the Black-Scholes option pricing model. The following assumptions were utilized in the valuation: 1996 1995 Risk-free interest rate 6.76% 6.67% Expected dividend yield 0 % 0% Expected stock price volatility .265% .273% Expected life of options 8 years 8 years
Had compensation cost for the company's stock options granted in 1996 and 1995 been determined based on the fair value at the dates of grant, the company's net income and net income per share would have been reduced to the pro forma amounts indicated: 1996 1995 Pro forma net income (in thousands of $21,340 $19,132 dollars) Pro forma primary net income per share $ $ 1.78 1.54 Pro forma fully diluted net income per $ $ share 1.76 1.52
The pro forma effect on net income for 1996 and 1995 is not representative of the pro forma effect on net income in future years as the pro forma disclosures reflect only the fair value of stock options granted in 1996 and 1995 and do not reflect the fair value of outstanding options granted prior to 1995. Notes Receivable - Common Stock In 1995, the company established the Executive Loan Program under which certain management employees may obtain interest-free loans from the company to facilitate their exercise of stock options and payment of the related income tax liabilities. Such loans, limited to 90% of the exercise price plus related tax liabilities, have a five-year maturity, subject to acceleration for termination or death of the employee. Such loans are classified as a reduction of shareholder's equity. 6. Shareholders' Equity (continued) Preferred Stock The Board of Directors may authorize the issuance from time to time of Preferred Stock in one or more series with such designations, preferences, qualifications, limitations, restrictions, and optional or other special rights as the Board may fix by resolution. In connection with the Rights Plan, the Board of Directors has reserved, but not issued, 200,000 shares of preferred stock. Rights Plan In December 1995, the company adopted a shareholder rights plan providing for a dividend distribution of one preferred share purchase right for each share of common stock outstanding on and after December 15, 1995. The rights can be exercised only if an individual or group acquires or announces a tender offer for 15% or more of the company's common stock and warrants. If the rights first become exercisable as a result of an announced tender offer, each right would entitle the holder to buy 1/100th of a share of a new series of preferred stock at an exercise price of $135. Once an individual or group acquires 15% or more of the company's common stock, each right held by such individual or group becomes void and the remaining rights will then entitle the holder to purchase a number of common shares having a market value of twice the exercise price of the right. If the attempted takeover succeeds, each right will then entitle the holder to purchase a number of the acquiring company's common shares having a market value of twice the exercise price of the right. After an individual or group acquires 15% of the company's common stock and before they acquire 50%, the company's Board of Directors may exchange the rights in whole or in part, at an exchange ratio of one share of common stock or 1/100th of a share of a new series of preferred stock per right. Before an individual or group acquires 15% of the company's common stock, or a majority of the company's Board of Directors are removed by written consent, whichever occurs first, the rights are redeemable for $.01 per right at the option of the company's Board of Directors. The company's Board of Directors is authorized to reduce the 15% threshold to no less than 10%. Each right will expire on December 15, 2005, unless earlier redeemed by the company. 7. Income Taxes Federal, state, and foreign income tax expense consists of the following (in thousands): 1996 1995 1994 Current: Federal $7,091 $ 5,552 $2,451 State 1,440 815 1,275 Foreign 4,790 4,319 2,942 13,321 10,686 6,668 Deferred (credit): Federal (872) 21 1,303 Foreign (90) (99) 229 (962) (78) 1,532 $12,359 $10,608 $8,200
Domestic and foreign income before income taxes is as follows (in thousands): 1996 1995 1994 Domestic $21,299 $15,908 $13,499 Foreign 12,795 13,972 9,928 $34,094 $29,880 $23,427
A reconciliation between income taxes computed on income before income taxes at the federal statutory rate and the provision for income taxes is provided below (in thousands): 1996 1995 1994 c> Tax expense at statutory rate of 35% $11,933 $10,458 $8,199 State and local taxes, net of federal tax benefit 936 530 829 Foreign income taxes (181) (482) (303) Foreign losses for which no tax benefit is available 703 - - Other, net (1,032) 102 (525) $12,359 $10,608 $8,200
7. Income Taxes (continued) Deferred income taxes are provided for the tax effects of temporary differences between the financial reporting bases and the tax bases of the company's assets and liabilities. Significant components of the company's deferred tax assets and liabilities at December 28, 1996 and December 31, 1995, are as follows (in thousands): 1996 1995 Deferred tax liabilities Tax over book $3,200 $3,189 depreciation and amortization Prepaid expenses 1,588 2,198 Other 632 730 Total deferred tax 5,420 6,117 liabilities Deferred tax assets Accrued expenses 2,373 1,913 Foreign net operating 703 - loss carryforwards Other 730 925 Total deferred tax 3,806 2,838 assets Less: Valuation (703) - allowance Net deferred tax 3,103 2,838 assets Net deferred tax $2,317 $3,279 liabilities
The deferred tax asset valuation allowance is related to deferred tax assets from foreign net operating losses. The company paid income taxes of $9.0 million in 1996, $9.3 million in 1995, and $6.5 million in 1994. 8. Business Segment Information Operations by geographic segment are as follows: 1996 1995 1994 (In Thousands) Net sales: North America $195,052 $177,222 $163,311 European Community 46,394 42,313 31,143 $241,446 $219,535 $194,454 Operating profit: North America $ 26,009 $ 22,796 $ 20,741 European Community 11,660 10,933 7,105 37,669 33,729 27,846 Interest expense 4,235 4,279 5,014 Corporate income (660) (430) (595) $ 34,094 $ 29,880 $ 23,427 Identifiable assets: North America $112,961 $107,144 $ 98,878 Europe Community 23,310 17,800 15,738 Corporate 73,680 80,242 84,712 $209,951 $205,186 $199,328
8. Business Segment Information (continued) The company's export sales from the United States, principally to the Far East and Canada, amounted to approximately $26.9 million in 1996, $27.0 million in 1995, and $24.0 million in 1994. One customer accounted for 11% of consolidated net sales in 1996. No single customer accounted for 10% or more of consolidated net sales in 1995 or 1994. Corporate assets consist principally of cash, intangible assets and prepaid pension cost. 9. Lease Commitments The company leases certain office and warehouse space under noncancelable operating leases, as well as certain machinery and equipment. Rental expense under these leases was approximately $1,267,000 in 1996, $965,000 in 1995, and $857,000 in 1994. Future minimum payments for all noncancelable operating leases with initial terms of one year or more at December 28, 1996, are as follows (in thousands): 1997 $ 448 1998 336 1999 257 2000 129 2001 and thereafter - $1,170
Selected Financial Data
Five Year Summary ($ In Thousands, Except Per-Share Data) 1996 1995 1994 1993 1992 Net sales $241,446 $219,535 $194,454 $160,712 $149,832 Gross profit 98,288 89,872 77,416 62,588 51,485 Operating income 37,669 33,729 27,846 19,359 10,756 Net income 21,735 19,272 15,227 9,987 654 Net income per share 1.81 1.55 1.25 0.83 0.06 Net working capital 31,343 27,963 25,061 17,641 21,855 Total assets $209,951 $205,186 $199,328 $193,294 $197,749 Long-term debt 44,556 40,804 60,344 80,906 100,965 Quarterly Results of Operations (Unaudited) ($ In Thousands,Except Per-Share Data) 1996 1995 4Q 3Q 2Q 1Q 4Q 3Q 2Q 1Q Net sales $ $ $ $ $ $ $ $ 61,042 60,483 60,843 59,078 52,444 54,688 56,949 55,454 Gross profit 24,794 24,535 24,847 24,112 21,681 22,204 23,225 22,762 Operating income 9,576 9,633 9,574 8,886 7,360 8,408 9,207 8,754 Net income 5,499 5,575 5,436 5,225 4,202 4,830 5,245 4,995 Net income per share: Primary 0.46 0.47 0.46 0.42 0.34 0.39 0.42 0.40 Fully diluted 0.46 0.47 0.46 0.42 0.34 0.39 0.42 0.40 Quarterly Stock Price 1996 1995 4Q 3Q 2Q 1Q 4Q 3Q 2Q 1Q High 48 5/8 39 3/4 40 38 1/2 38 1/2 35 1/4 36 29 1/2 Low 39 32 3/4 36 32 3/4 30 1/4 30 3/4 28 1/4 25 3/4 Close 48 1/2 38 3/4 37 1/2 37 3/4 36 3/4 32 1/2 31 1/3 28 1/2
                               
                               

                        Exhibit 22.1

                        SUBSIDIARIES


Littelfuse, S.A. de C.V.
Littelfuse FSC
Littelfuse Do Brazil

Littelfuse, B.V.
Littelfuse, A.G.
Littelfuse Limited

Littelfuse Far East PTE Ltd.
Littelfuse HK Limited
Littelfuse Holdings Pte Ltd
Suzhou Littelfuse OVS Ltd
Sam Hwa Littelfuse Inc. (65% owned)
Littelfuse KK





























                                                Exhibit 23.1
                              
                              
               Consent of Independent Auditors


We consent to the incorporation by reference in Registration
Statements (No. 33-55942, 33-64442, 33-95020, and 333-03260)
on Form S-8 of our report dated January 20, 1997, with
respect to the consolidated financial statements and
schedule of Littelfuse, Inc. and subsidiaries included in
the Annual Report (Form 10-K) for the year ended December
28, 1996.


                              /s/ Ernst & Young LLP


Chicago, Illinois
March 17, 1997


 

5 0000889331 LITTELFUSE, INC. 1,000 YEAR YEAR DEC-28-1996 DEC-31-1995 DEC-28-1996 DEC-31-1995 1,427 1,308 0 0 35,468 29,722 5,057 3,901 31,586 30,076 73,809 65,023 121,311 104,764 57,422 43,535 209,951 205,186 51,044 45,817 0 0 0 0 0 0 103 102 (13,442) (3,533) 209,951 205,186 241,446 219,535 241,446 219,535 143,158 129,663 0 0 0 0 0 0 4,235 4,279 34,094 29,880 12,359 10,608 0 0 0 0 0 0 0 0 21,735 19,272 1.81 1.55 1.79 1.53