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  January 3, 1998
                              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. [ ]

         The aggregate market value of 19,734,809 shares of voting stock held by
non-affiliates  of the registrant was  approximately  $520,505,587  based on the
last reported sale price of the  registrant's  Common Stock,  $.01 par value, as
reported on the Nasdaq stock market on March 13, 1998.

         As of March 13, 1998, the registrant had outstanding  20,932,212 shares
of Common Stock,  $.01 par value,  and Warrants to purchase  2,789,663 shares of
Common Stock, $.01 par value.

     Portions  of the  following  documents  have  been  incorporated  herein by
     reference to the extent indicated herein:

     Littelfuse,   Inc.  Proxy  Statement  dated  March  24,  1998  (the  "Proxy
     Statement") --Part III.

     Littelfuse,  Inc. Annual Report to Stockholders  for the year ended January
     3, 1998 (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 3Com, Canon, Compaq, Hewlett Packard, IBM, LG Electronics, Lucent Technologies, Motorola, Nortel, Panasonic, Samsung, Sharp, Sony, and Toshiba 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 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 (except the Philippines) 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 January 3, 1998, approximately 41% 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 "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. References herein to "1997" or "fiscal 1997" refer to the fiscal year ended January 3, 1998. Business Environment: Circuit Protection Market The circuit protection market can be broadly categorized into five major product areas: electronic, automotive, industrial (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 Products. Electronic circuit protection products are used to protect power circuits in a multitude of electronic systems. Electronics products fall into three major categories: (1) fuses, (2) protectors and (3) resettables. Electronics fuses generally are of two types - 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. Protectors are fuses produced to a less rigorous specification. Resettables are polymer PTC devices that limit the current when an overcurrent condition exists and let current pass again after the cause of the overcurrent is removed. Applications for electronic products include telecommunications equipment, computers and computer peripherals, power supplies, test and medical instrumentation, and consumer electronic products. There is also a special segment of the electronic circuit protection market directed toward the aerospace industry. These special high-reliability fuses are manufactured in small quantities under extremely high quality control standards. Automotive Products. Fuses are extensively used in automobiles, 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 Products. 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. -2- 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 Littelfuse(R) and, where appropriate, Slo-Blo(R) 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: <TABLE> Fiscal Year (in thousands) ----------------------------------------------------------------- -------------------- --------------------- ---------------------- 1997 1996 1995 -------------------- --------------------- ---------------------- -------------------- --------------------- ---------------------- <S> <C> <C> <C> Electronics $135,344 $112,667 $103,809 Automotive 102,774 94,391 83,372 Industrial (Power) 37,047 34,388 32,354 -------------------- --------------------- ---------------------- ==================== ===================== ====================== Total $275,165 $241,446 $219,535 ==================== ===================== ====================== </TABLE> Electronic Products. The Company manufactures and sells a wide range of electronic circuit protection products, including miniature and subminiature fuses, protectors and resettables. Electronic miniature and subminiature fuses are designed to provide circuit protection in the limited space requirements of electronic equipment. The Company entered the protector market in late 1994 and the resettable polymer PTC device market in late 1996. 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 circuit protection products are marketed under the following trademarked and brand names: PICO(R) 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 is 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. -3-

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(TM) Fuse is a plug-in style fuse about the size of a pencil eraser. It is a very fast acting fuse and, like the PICO(R) 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(TM) Fuse. 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(TM) II or "1206" SMF 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. SMTelecom is the first surface mount fuse to comply with UL 1459 and UL 1950 third edition power cross requirements for telecommunications. The new SMTelecom Fuse protects all phone line connected equipment against current surges resulting from power -4-

cross, power induction and lightning strikes. It is rated for 250 volts with a 600 volt short circuit rating. Four current ratings are offered, from 0.75 to 1.5 amperes. Applications include modems, fax machines, desktop telephones, answering machines and line cards. 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 was introduced in early 1997. Radial leaded PTC applications include process and industrial controls, test and measurement equipment, security systems, motors and automotive. Automotive Products. The Company is a primary supplier of automotive fuses to United States, Japanese and European automotive OEMs, automotive component parts manufacturers and 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: AUTOFUSE(R) or ATO(R), 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. MINI(R) Fuse, smaller than its predecessor AUTOFUSE(R), 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(TM) Fuse, a larger version of the AUTOFUSE(R), 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. -5-

MIDI(R) Fuse is a bolt down version of the MAXI(TM) 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(TM) 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. MEGA(R)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. 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 ATO(R), Mini(R) and Maxi(TM) 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 ATO(R) and Mini(R) 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 Products. 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, -6-

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 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 the above products, the Company supplies switches, circuit breakers and indicator lights to the automotive industry and to appliance and general electronics manufacturers. The Company is also a supplier of fuse holders (including OMNI-BLOK(R)), fuse blocks (including Powr-Blok(R) power distribution systems) and fuse clips primarily to customers that purchase circuit protection devices from the Company. The LITTELITES(R) 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. LITTELITES(R) are sold to producers of industrial machinery, office machines, appliances, instruments and computers. Product Design and Development The Company employs scientific, engineering and other personnel 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 60 engineers, chemists, metallurgists, fusologists and technicians. This department is primarily responsible for the design and development of new products and consists of eight major groups. Two 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. -7-

There are two engineering groups dedicated to materials engineering which brings metallurgy, plating and other technologies to bear on the development of new products. One of the eight groups is responsible for developing the technology for advanced new products. There is one group responsible for manufacturing engineering automation. Finally, the two remaining engineering support groups oversee trademark compliance, 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 and maintains the model shop. Proposals for the development of new products are initiated primarily by marketing managers, members of the sales staff and customers. The entire product development process typically takes between 12 and 18 months. During the fiscal years ended January 3, 1998, December 28, 1996, and December 31, 1995, the Company expended approximately $7.9 million, $7.3 million and $7.9 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 and 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 January 3, 1998, the Company owned 101 patents in North America, 19 patents in the European Economic Community and 27 patents in other foreign countries. The Company has also registered trademark protection for certain of its brand names and logos. The 101 North American patents are in the following categories: 48 Electronic, 5 Resettable, 25 Automotive, 15 Power Fuse and 8 miscellaneous. Of the 25 automotive patents, 7 are article and process patents for the ATO(R) type fuses, 9 are for the MINI(R) and MAXITM type fuses, 3 are for the MEGA(R) and MIDI(R) type fuses and 6 are for other automotive products. Patents expiring in 1998 cover products that accounted for 1% of 1997 sales. Patents covering products that accounted for the balance of 1997 sales expire between 1999 and 2016. The first article patent covering the AUTOFUSE(R) or ATO(R) fuse expired on September 30, 1992. However, the last improvement patent covering the ATO(R) fuse expires on August 10, 1999. The ATO(R) 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. -8-

The Company currently licenses its MINI(R) and MAXI(TM) 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 ATO(R) 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 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 MINI(R) 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 $332,000, $266,000 and $349,000 for 1997, 1996 and 1995 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, 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 AUTOFUSE(R), MINI(R) and MAXI(TM) 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 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. -9-

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. 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 January 3, 1998, the Company's operations have been slightly effected by the currency turmoil in Asia Pacific during the fourth quarter of 1997. For information relating to the constant currency effect see "Item 7. Management Discussion and Analysis of Financial Conditions and Results of Operations - 1997 Compared to 1996." For information relating to foreign sales, see note 8 to the Company's consolidated financial statements. Electronic. The Company has retained 23 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 38% of its domestic products directly to OEMs, with the remainder distributed by more than 600 distributors nationwide. In Asia Pacific, the Company maintains a direct sales staff of five people in Singapore, one in Hong Kong, four in Korea, and one or more manufacturers' representatives in Japan, Singapore, Korea, Hong Kong, Taiwan, China, Malaysia, Thailand, Philippines and Australia. The Company also maintains an engineering facility in Japan. 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 fluctuations. -10-

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 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 42 manufacturers' representatives across North America. These representatives sell power fuse products through an electrical distribution network comprised of approximately 1,200 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 1997. The Japanese stocking representative serves over 100 customers in the Asia Pacific electronics market. During the 1997, 1996 and 1995 fiscal years, net sales to customers outside the United States (exports and foreign operations) accounted for approximately 40.6%, 38.5% and 35.3%, 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, -11-

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 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 1997, the Company employed approximately 2,845 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 January 31, 1999. 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 20 owned or leased facilities worldwide, containing approximately 714,000 square feet. The U.S. headquarters and principal fabrication and distribution facility is located in Des Plaines, Illinois, supported by three additional plants in -12-

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, China and the Philippines. 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. The following table provides certain information concerning the Company's facilities: <TABLE> Lease Expir- Size Lease/ Ation Industry Location Use (sq.ft.) Own Date Focus <S> <C> <C> <C> <C> <C> Des Plaines, Illinois Administrative, 340,000 Owned -- Auto, Electronic, Power Engineering, Manufacturing, Testing and Research Centralia, Illinois Manufacturing 45,200 Owned -- Electronic Arcola, Illinois Manufacturing 36,000 Owned -- Power Watseka, Illinois Manufacturing 26,000 Leased(1) 1999 Auto, Electronic Watseka, Illinois Storage 5,000 Owned -- Other Farmington Hills, Michigan Administrative 1,562 Leased 1999 Auto Piedras Negras, Mexico Manufacturing 50,300 Leased 2000 Auto, Electronic, Power Piedras Negras, Mexico Manufacturing 11,848 Leased 1998 Electronic and Power Washington, Manufacturing, 60,000 Owned -- Electronic, Auto, Other England Sales and Distribution Utrecht, The Netherlands Warehousing 8,680 Leased 1998 Auto, Electronic, Other -13-

Utrecht, The Netherlands Sales, 12,000 Owned -- Auto, Electronic, Other Administrative and Engineering Grenchen, Switzerland Manufacturing 11,000 Owned -- Auto Singapore Sales and 5,845 Leased 1998 Electronic Distribution Seoul, Korea Sales and 20,000 Leased 1998 Electronic, Auto Manufacturing Seoul, Korea Sales and 29,175 Owned -- Electronic Manufacturing Philippines Manufacturing 7,530 Leased 1998 Electronic Suzhou, China Manufacturing 40,000 Owned -- Electronic Hong Kong, China Sales 920 Leased 1998 Electronic Yokohama, Japan Engineering 1,815 Leased 1999 Electronic Sao Paulo, Brazil Sales and Distribution 1,200 Leased 1998 Electronic, Auto <FN> (1)...........The lease of the manufacturing facility in Watseka, Illinois, provides that the Company may purchase the leased facility upon certain terms and conditions. </FN> </TABLE> 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 1997. -14-

Executive Officers of Registrant The executive officers of the Company are as follows: Name Age Position Howard B. Witt 57 Chairman of the Board, President and Chief Executive Officer Kenneth R. Audino 54 Vice President, Quality Assurance and Reliability William S. Barron 55 Vice President, Marketing and Sales James F. Brace 52 Vice President, Treasurer and Chief Financial Officer David J. Krueger 60 Vice President, Engineering Lloyd J. Turner 54 Vice President, Operations Hans Ouwehand 51 Vice President, European Operations Mary S. Muchoney 52 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 Material Sciences Corporation. He also is a member of the Electronic Industries Association Board of Governors and is a director of the Artisan Mutual Funds. Kenneth R. Audino, Vice President, Quality Assurance and Reliability, oversees all product reliability and quality assurance activities corporate-wide. He also directs corporate environmental affairs and serves as the acting human resources department head. Mr. Audino -15-

joined Old Littelfuse as a Control Technician in 1964. From 1964 to 1977, he progressed through several quality and reliability positions to Manager 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. -16-

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" on page 39 of the Annual Report to Stockholders is incorporated herein by reference. It is also included in Exhibit 13.1 as filed with the SEC. As of March 13, 1997, there were 301 holders of record of the Company's Common Stock and in excess of 2,400 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 Nasdaq stock market. 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 - Six Year Summary" on page 39 of the Annual Report to Stockholders is incorporated herein by reference. It is also included in Exhibit 13.1 as filed with the SEC. 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" on pages 20 through 25 of the Annual Report to Stockholders is incorporated herein by reference. It is also included in Exhibit 13.1 as filed with the SEC. ITEM 8. Financial Statements and Supplementary Data The Report of Independent Auditors, and the Consolidated Financial Statements and Notes thereto of the Company set forth on pages 26 through 37 of the Annual Report to Stockholders are incorporated herein by reference. They are also included in Exhibit 13.1 as filed with the SEC. -17-

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 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 included in the Annual Report to Stockholders are incorporated herein by reference. (i) Report of Independent Auditors (page 38) (ii) Consolidated Statements of Financial Condition as of January 3, 1998 and December 28, 1996 (pages 26 and 27). (iii) Consolidated Statements of Income for the years ended January 3, 1998, December 28, 1996 and December 31, 1995 (page 28). -18-

(iv) Consolidated Statements of Cash Flows for the years ended January 3, 1998, December 28, 1996 and December 31, 1995 (page 29). (v) Consolidated Statements of Shareholders' Equity for the years ended January 3, 1998, December 28, 1996 and December 31, 1995. (page 30). (vi) Notes to Consolidated Financial Statements (pages 30-37). (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 22-24, incorporated herein by reference. (b) Reports on Form 8-K There were no reports on Form 8-K during the fourth quarter of 1997. -19-

<TABLE> LITTELFUSE, INC. SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (In Thousands) Additions Balance at Charged to Balance at Beginning Costs and Deductions End of Description Of Year Expenses (A) Year ---------- ---------- ---------- ------- Year ended January 3, 1998 Allowance for losses on <S> <C> <C> <C> <C> accounts receivable . . . . . . $ 896 $ 410 $ 188 $ 1,118 ======== ======= ======= ======= Reserves for sales discounts and allowances . . . . . . . . $ 4,161 $ 620 $ -- $ 4,781 ======= ====== ========= ======= 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 ======== ======= ========= ======== <FN> (A) Write-off of uncollectible accounts, net of recoveries and foreign currency translation. </FN> </TABLE> -20-

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 24, 1998 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/ John P. Driscoll Director John P. Driscoll /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) -21-

<TABLE> LITTELFUSE INC. INDEX TO EXHIBITS <S> <C> <C> Sequentialc) Page Number Number Description of Exhibit a) 2.1 Plan of Reorganization under Chapter 11 of the Bankruptcy Code of Old Littelfuse. b) 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.) b)3.2 Bylaws 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. (filed as exhibit 4.1 to the Company's Form 10K for the year ended December 31, 1993) and incorporated herein by reference. 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.) and incorporated herein by reference). 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.) and incorporated herein by reference). 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. (filed as exhibit 4.3A to the Company's Form 10-Q for the quarterly period ended June 28, 1997 (1934 Act File No. -20388) and incorporated herein by reference). ------------ <FN> a) All of the exhibits, (except those filed herewith or specifically noted as being incorporated by reference from a different filing under the Securities as of 1933 or Securities act of 1934) 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. 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. </FN> </TABLE> -22-

<TABLE> <S> <C> <C> Sequentialc) Page Number Description of Exhibit a) Number b)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. b)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. 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. 10.3 Patent License Agreement, dated as of July 28, 1995, between Littelfuse, Inc. and Pacific Engineering Company, Ltd.(filed as exhibit 10.3 to the Company's Form 10K for the year ended December 28, 1996) 10.4 MINI(R) 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. b)10.6 1993 Stock Plan for Employees and Directors of Littelfuse, Inc. d) </TABLE> -23-

<TABLE> <S> <C> <C> Sequentialc) Page Number Number Description of Exhibit a) 10.7 Littelfuse, Inc. Supplemental Executive Retirement Plan.d) 10.8 Littelfuse Deferred Compensation Plan for Non-employee Directors. (filed as exhibit 10.8A to the Company's Form 10-Q for the quarterly period ended June 28, 1997 (1934 Act File No. 0-20388) and incorporated herein by reference.)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) 10.10 Employment Agreement dated as of September 1, 1996 between Littelfuse, Inc. and Howard B. Witt. d) 10.11 Change of Control Employment Agreement dated as of September 1, 1996 between Littelfuse, Inc. and Howard B. Witt. d) 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)13.1 Portions of Littelfuse Annual Report to Stockholders for the fiscal year ended January 3, 1998. b)22.1 Subsidiaries. b)23.1 Consent of Independent Auditors. </TABLE> -24-

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 Littelfuse Triad Inc. Littelfuse Phils Inc -25-

<TABLE> <S> <C>


<ARTICLE>                     5
<MULTIPLIER>                                   1,000
<CURRENCY>                                     usd
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                              Jan-03-1998
<PERIOD-START>                                 Dec-29-1997
<PERIOD-END>                                   Jan-03-1998
<EXCHANGE-RATE>                                1
<CASH>                                         755
<SECURITIES>                                   0
<RECEIVABLES>                                  37,458
<ALLOWANCES>                                   5,899
<INVENTORY>                                    39,075
<CURRENT-ASSETS>                               83,856
<PP&E>                                         141,230
<DEPRECIATION>                                 70,467
<TOTAL-ASSETS>                                 221,885
<CURRENT-LIABILITIES>                          51,725
<BONDS>                                        0
<PREFERRED-MANDATORY>                          0
<PREFERRED>                                    0
<COMMON>                                       199
<OTHER-SE>                                     0
<TOTAL-LIABILITY-AND-EQUITY>                   221,885
<SALES>                                        275,165
<TOTAL-REVENUES>                               275,165
<CGS>                                          164,034
<TOTAL-COSTS>                                  0
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             4,103
<INCOME-PRETAX>                                40,652
<INCOME-TAX>                                   15,310
<INCOME-CONTINUING>                            0
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   25,342
<EPS-PRIMARY>                                  1.28
<EPS-DILUTED>                                  1.07
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                     5
<MULTIPLIER>                                   1,000
<CURRENCY>                                     USD
       
<S>                             <C>                         <C>
<PERIOD-TYPE>                   YEAR                        YEAR
<FISCAL-YEAR-END>                              DEC-28-1996       DEC-31-1995
<PERIOD-START>                                 JAN-01-1996       JAN-01-1995
<PERIOD-END>                                   DEC-28-1996       DEC-31-1995
<EXCHANGE-RATE>                                1                 1
<CASH>                                         1,427             1,308
<SECURITIES>                                   0                 0
<RECEIVABLES>                                  35,468            29,722
<ALLOWANCES>                                   5,057             3,901
<INVENTORY>                                    31,586            30,076
<CURRENT-ASSETS>                               73,809            65,023
<PP&E>                                         121,311           104,764
<DEPRECIATION>                                 57,422            43,535
<TOTAL-ASSETS>                                 209,951           205,186
<CURRENT-LIABILITIES>                          51,044            45,817
<BONDS>                                        0                 0
<PREFERRED-MANDATORY>                          0                 0
<PREFERRED>                                    0                 0
<COMMON>                                       198               102
<OTHER-SE>                                     0                 (3,533)
<TOTAL-LIABILITY-AND-EQUITY>                   209,951           205,186
<SALES>                                        241,446           219,535
<TOTAL-REVENUES>                               241,446           219,535
<CGS>                                          143,158           129,663
<TOTAL-COSTS>                                  0                 0
<OTHER-EXPENSES>                               0                 0
<LOSS-PROVISION>                               0                 0
<INTEREST-EXPENSE>                             4,235             4,279
<INCOME-PRETAX>                                34,094            29,880
<INCOME-TAX>                                   12,359            10,608
<INCOME-CONTINUING>                            0                 0
<DISCONTINUED>                                 0                 0
<EXTRAORDINARY>                                0                 0
<CHANGES>                                      0                 0
<NET-INCOME>                                   21,735            19,272
<EPS-PRIMARY>                                  1.09              0.95
<EPS-DILUTED>                                  0.91              0.78
        


</TABLE>


                                                                 Exhibit 3.1


                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                                LITTELFUSE, INC.


         Pursuant to Sectiona242 of the General  Corporation Law of the State of
Delaware,  LITTELFUSE,  INC., a corporation  organized and existing under and by
virtue of the provisions of the General Corporation Law of the State of Delaware
(hereinafter referred to as the oCorporationo), does hereby certify:


     FIRST:  That the original  Certificate of  Incorporation of the Corporation
was filed in the Office of the  Secretary  of State of Delaware on  Novembera25,
1991.


         SECOND:  That, pursuant to the affirmative vote of all of the directors
of the  Corporation  at a meeting of the board of directors  held on February 7,
1997, and the affirmative  vote by stockholders of the Corporation  representing
more than a majority of the  outstanding  shares of the Common Stock,  par value
$.01 per share, of the Corporation at the annual meeting of the  stockholders of
the Corporation held on April 25, 1997, all in accordance with the provisions of
Sectiona242 of the General  Corporation Law of the State of Delaware,  the board
of directors and  stockholders  of the  Corporation  duly approved and adopted a
resolution  providing  that  Section  1 of  Article  IV of  the  Certificate  of
Incorporation of the Corporation be amended in its entirety to read as follows:


                  Section 1.  The  aggregate  number of shares of capital  stock
         which the  Corporation  shall have  authority  to issue is  Thirty-five
         Million  (35,000,000) shares, of which Thirty-four Million (34,000,000)
         shares  shall be  designated  Common  Stock,  par value  $.01 per share
         (oCommon  Stocko),   and  One  Million   (1,000,000)  shares  shall  be
         designated  Preferred  Stock,  par  value  $.01 per  share  (oPreferred
         Stocko).  The shares  designated  as Common Stock shall have  identical
         rights and privileges in every respect.


         THIRD:  That said amendment to the Certificate of  Incorporation  shall
become  effective upon filing of this  Certificate of Amendment in the Office of
the Secretary of State of the State of Delaware.


     IN WITNESS  WHEREOF,  LITTELFUSE,  INC.  has  caused  this  Certificate  of
Amendment to be executed by its President as of the 25th day of April, 1997.


                                                     LITTELFUSE, INC.




                                                      By


                                                      Howard B. Witt, President



                                                                 Exhibit 3.2
                                                                AMENDED 2/6/98






==============================================================================


















                                     BYLAWS

                                       OF

                                LITTELFUSE, INC.















=============================================================================




<TABLE> TABLE OF CONTENTS SECTION HEADING PAGE <S> <C> ARTICLE I. OFFICES...............................................................................................1 Section 1. Registered Office.................................................................................1 Section 2. Other Offices.....................................................................................1 ARTICLE II. STOCKHOLDERS..........................................................................................1 Section 1. Annual Meeting....................................................................................1 Section 2. Special Meeting...................................................................................1 Section 3. Place of Meeting..................................................................................1 Section 4. Notice of Meeting.................................................................................1 Section 5. Quorum and Adjournment............................................................................2 Section 6. Proxies...........................................................................................2 Section 7. Notice of Stockholder Business and Nominations....................................................2 Section 8. Procedure for Election of Directors; Required Vote................................................4 Section 9. Inspectors of Election; Opening and Closing the Polls.............................................5 Section 10. Record Date for Action by Written Consent.........................................................5 Section 11. Inspectors of Written Consent.....................................................................5 Section 12. Effectiveness of Written Consent..................................................................6 ARTICLE III. DIRECTORS.............................................................................................6 Section 1. Management........................................................................................6 Section 2. Number; Election..................................................................................6 Section 3. Change in Number..................................................................................6 Section 4. Removal...........................................................................................6 Section 5. Vacancies and Newly Created Directorships.........................................................7 Section 6. Election of Directors; Cumulative Voting Prohibited...............................................7 Section 7. Place of Meetings.................................................................................7 Section 8. First Meetings....................................................................................7 Section 9. Regular Meetings..................................................................................7 Section 10. Special Meetings..................................................................................7 Section 11. Quorum............................................................................................7 Section 12. Action Without Meeting; Telephone Meetings........................................................8 Section 13. Chairman of the Board.............................................................................8 Section 14. Compensation......................................................................................8 ARTICLE IV. COMMITTEES............................................................................................8 Section 1. Designation.......................................................................................8 Section 2. Number; Qualification; Term.......................................................................8 Section 3. Authority.........................................................................................9 Section 4. Committee Changes; Removal........................................................................9 Section 5. Alternate Members of Committees...................................................................9 Section 6. Regular Meetings..................................................................................9 Section 7. Special Meetings..................................................................................9 Section 8. Quorum; Majority Vote.............................................................................9 Section 9. Minutes...........................................................................................9 Section 10. Compensation......................................................................................9 Section 11. Responsibility...................................................................................10 ARTICLE V. NOTICES..............................................................................................10 Section 1. Method...........................................................................................10 Section 2. Waiver...........................................................................................10 Section 3. Exception to Notice Requirement..................................................................10 ARTICLE VI. OFFICERS.............................................................................................11 Section 1. Officers.........................................................................................11 Section 2. Election.........................................................................................11 Section 3. Compensation.....................................................................................11 Section 4. Removal and Vacancies............................................................................11 Section 5. President........................................................................................11 Section 6. Vice Presidents..................................................................................11 Section 7. Secretary........................................................................................12 Section 8. Assistant Secretaries............................................................................12 Section 9. Treasurer........................................................................................12 Section 10. Assistant Treasurers.............................................................................12 ARTICLE VII. CERTIFICATES REPRESENTING SHARES.....................................................................12 Section 1. Certificates.....................................................................................12 Section 2. Legends..........................................................................................13 Section 3. Lost Certificates................................................................................13 Section 4. Transfer of Shares...............................................................................13 Section 5. Registered Stockholders..........................................................................13 ARTICLE VIII. GENERAL PROVISIONS...................................................................................13 Section 1. Dividends........................................................................................13 Section 2. Reserves.........................................................................................14 Section 3. Checks...........................................................................................14 Section 4. Fiscal Year......................................................................................14 Section 5. Seal.............................................................................................14 Section 6. Indemnification..................................................................................14 Section 7. Transactions with Directors and Officers.........................................................14 Section 8. Amendments.......................................................................................14 Section 9. Table of Contents; Headings......................................................................15 </TABLE>

BYLAWS OF LITTELFUSE, INC. (the "Corporation") ARTICLE I OFFICES Section 1. Registered Office. The registered office of the Corporation shall be at 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. Section 2. Other Offices. The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or the business of the Corporation may require. ARTICLE II STOCKHOLDERS Section 1. Annual Meeting. An annual meeting of the stockholders of the Corporation shall be held each calendar year on such date and at such place and time as may be fixed by resolution of the Board of Directors. Section 2. Special Meeting. Subject to the rights of the holders of any series of stock having a preference over the Common Stock of the Corporation as to dividends or upon liquidation (oPreferred Stocko) with respect to such series of Preferred Stock, special meetings of the stockholders may be called only by the Chairman of the Board or by the Board of Directors pursuant to a resolution adopted by a majority of the total number of directors which the Corporation would have if there were no vacancies (the oWhole Boardo). Section 3. Place of Meeting. The Board of Directors or the Chairman of the Board, as the case may be, may designate the place of meeting for any annual meeting or for any special meeting of the stockholders called by the Board of Directors or the Chairman of the Board. If no designation is so made, the place of meeting shall be the principal office of the Corporation. Section 4. Notice of Meeting. Written or printed notice, stating the place, day and hour of any annual meeting or special meeting of the stockholders and the purpose or purposes for which the meeting is called, shall be delivered by the Corporation not less than ten (10) days nor more than sixty (60) days before the date of the meeting, either personally or by mail, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at the address therefor as it appears on the stock transfer books of the Corporation. Such further notice shall be given as may be required by law. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the CorporationAEs notice of meeting. Meetings may be held without notice if all stockholders entitled to vote are present or if notice is waived by those not present in accordance with Sectiona2 of ArticleaV of these Bylaws. Any previously scheduled meeting of the stockholders may be postponed, and (unless the Certificate of Incorporation otherwise provides) any special meeting of the stockholders may be cancelled, by resolution of the Board of Directors upon public notice given prior to the date previously scheduled for such meeting of stockholders. Section 5. Quorum and Adjournment. Except as otherwise provided by the Certificate of Incorporation, the holders of a majority of the outstanding shares of the Corporation entitled to vote generally in the election of directors (the oVoting Stocko), represented in person or by proxy, shall constitute a quorum at a meeting of stockholders, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of a majority of the shares of such class or series shall constitute a quorum of such class or series for the transaction of such business. The Chairman of the meeting or a majority of the shares so represented may adjourn the meeting from time to time, whether or not there is such a quorum. No notice of the time and place of adjourned meetings need be given except as required by law. The stockholders present at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Section 6. Proxies. At all meetings of stockholders, a stockholder may vote by proxy executed in writing (or in such manner prescribed by the General Corporation Law of the State of Delaware) by the stockholder, or by such stockholderAEs duly authorized attorney in fact. Section 7. Notice of Stockholder Business and Nominations. (A) Annual Meeting of Stockholders. (1) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (a) pursuant to the Corporation's notice of meeting, (b) by or at the direction of the Board of Directors or (c) by any stockholder of the Corporation who was a stockholder of record at the time of giving of notice provided for in this Section 7(A) who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 7(A). (2) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of Section 7(A)(1) of these Bylaws, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and such other business must otherwise be a proper matter for stockholder action. To be timely, a stockholder's notice shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 60th day nor earlier than the close of business on the 90th day prior to the first anniversary of the preceding year's annual meeting of stockholders; provided, however, that in the event that the date of the annual meeting to which such stockholder's notice relates is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 90th day prior to such annual meeting and not later than the close of business on the later of the 60th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such annual meeting is first made by the Corporation. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder's notice as described above. Such stockholder's notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and Rule 14a-11 thereunder (including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation's books, and of such beneficial owner and (ii) the class and number of shares of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner. (3) Notwithstanding anything in the second sentence of Section 7(A)(2) of these Bylaws to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least 70 days prior to the first anniversary of the preceding yearAEs annual meeting, a stockholder's notice required by this Section 7(A) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation. (B) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the CorporationAEs notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation's notice of meeting (a) by or at the direction of the Board of Directors or (b) provided that the Board of Directors has determined that directors shall be elected at such special meeting, by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for in this Section 7(B), who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 7(B). In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Corporatio'Es notice of meeting, if the stockholder's notice required by Section 7(A)(2) of these Bylaws shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment of a special meeting commence a new time period for the giving of a stockholder's notice as described above. (C) General. (1) Only such persons who are nominated in accordance with the procedures set forth in this Section 7 shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 7. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the Chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 7 and, if any proposed nomination or business is not in compliance with this Section 7, to declare that such defective proposal or nomination shall be disregarded. (2) For purposes of this Section 7, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. (3) Notwithstanding the foregoing provisions of this Section 7, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 7. Nothing in this Section 7 shall be deemed to affect any rights (a) of stockholders to request inclusion of proposals in the Corporation's proxy statement pursuant to Rulea14a-8 under the Exchange Act or (b) of the holders of any series of Preferred Stock to elect directors under specified circumstances. Section 8. Procedure for Election of Directors; Required Vote. Election of directors at all meetings of the stockholders at which directors are to be elected shall be by ballot and, subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, a plurality of the votes cast thereat shall elect directors. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, in all matters other than the election of directors, the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the act of the stockholders. Section 9. Inspectors of Election; Opening and Closing the Polls. The Board of Directors by resolution shall appoint one or more inspectors, which inspector or inspectors may include individuals who serve the Corporation in other capacities, including, without limitation, as officers, employees, agents or representatives, to act at a meeting of stockholders and make a written report thereof. One or more persons may be designated as alternative inspectors to replace any inspector who fails to act. If no inspector or alternate has been appointed to act or is able to act at a meeting of stockholders, the Chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall have the duties prescribed by law. The Chairman of the meeting shall fix and announce at the meeting the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at the meeting. Section 10. Record Date for Action by Written Consent. In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the Board of Directors to fix a record date. The Board of Directors shall promptly, but in all events within ten (10) days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within ten (10) days of the date on which such request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business or to any officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action. Section 11. Inspectors of Written Consent. In the event of the delivery, in the manner provided by Section 10 of this Article II, to the Corporation of the requisite written consent or consents to take corporate action and/or related revocation or revocations, the Corporation shall engage nationally recognized independent inspectors of elections for the purpose of promptly performing a ministerial review of the validity of the consents and revocations. For the purpose of permitting the inspectors to perform such review, no action by written consent without a meeting shall be effective until such date as the independent inspectors certify to the Corporation that the consents delivered to the Corporation in accordance with Section 10 of this Article II represent at least the minimum number of votes that would be necessary to take the corporate action. Nothing contained in this Sectiona11 shall in any way be construed to suggest or imply that the Board of Directors or any stockholder shall not be entitled to contest the validity of any consent or revocation thereof, whether before or after such certification by the independent inspectors, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation). Section 12. Effectiveness of Written Consent. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the date the earliest dated written consent was received in accordance with Section 10 of this Article II, a written consent or consents signed by a sufficient number of holders to take such action are delivered to the Corporation in the manner prescribed in Section 10 of this Article II. ARTICLE III DIRECTORS Section 1. Management. The business and affairs of the Corporation shall be managed by its Board of Directors, who may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute, the Certificate of Incorporation or these Bylaws directed or required to be exercised or done by the stockholders. The Board of Directors shall keep regular minutes of its proceedings. Section 2. Number; Election. The number of directors which shall constitute the whole Board of Directors shall be six (6). No directors need be stockholders or residents of the State of Delaware. The directors shall be elected at the annual meeting of the stockholders, except as hereinafter provided, and each director elected shall hold office until his successor is elected and qualified or until his earlier resignation or removal. Section 3. Change in Number. The number of directors may be increased or decreased from time to time by resolution of the Board of Directors, but no decrease shall have the effect of shortening the term of any incumbent director. Section 4. Removal. Any director may be removed, with or without cause, at any annual or special meeting of stockholders, by the affirmative vote of the holders of a majority of the shares represented in person or by proxy at such meeting and entitled to vote for the election of such director, if notice of the intention to act upon such matters shall have been given in the notice calling such meeting. Section 5. Vacancies and Newly Created Directorships. Vacancies and newly-created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Each director so chosen shall hold office until the first annual meeting of stockholders held after his election and until his successor is elected and qualified or until his earlier resignation or removal. If at any time there are no directors in office, an election of directors may be held in the manner provided by statute. Except as otherwise provided in these Bylaws, when one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in these Bylaws with respect to the filling of other vacancies. Section 6. Election of Directors; Cumulative Voting Prohibited. At every election of directors, each stockholder shall have the right to vote in person or by proxy the number of voting shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote. Cumulative voting shall be prohibited. Section 7. Place of Meetings. The directors of the Corporation may hold their meetings, both regular and special, either within or without the State of Delaware. Section 8. First Meetings. The first meeting of each newly elected Board shall be held without further notice immediately following the annual meeting of stockholders, and at the same place, unless by unanimous consent of the directors then elected and serving, such time or place shall be changed. section 9. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board of Directors. Section 10. Special Meetings. Special meetings of the Board of Directors may be called by the President on twenty-four (24) hoursAE notice to each director, if by telecopier, electronic facsimile or hand delivery, or on three (3) daysAE notice to each director, if by mail or by telegram. Special meetings may be called in like manner and on like notice on the written request of any one of the directors. Except as may be otherwise expressly provided by statute, the Certificate of Incorporation or these Bylaws, neither the business to be transacted at, nor the purpose of, any special meeting need be specified in a notice or waiver of notice. Section 11. Quorum. At all meetings of the Board of Directors, the presence of a majority of the directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, or the Certificate of Incorporation or these Bylaws. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 12. Action Without Meeting; Telephone Meetings. Any action required or permitted to be taken at a meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Board of Directors or committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting. Subject to applicable notice provisions and unless otherwise restricted by the Certificate of Incorporation, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute presence in person at such meeting, except where a personAEs participation is for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Section 13. Chairman of the Board. The Board of Directors may elect a Chairman of the Board to preside at their meetings and to perform such other duties as the Board of Directors may from time to time assign to him. Section 14. Compensation. Directors, as such, shall not receive any stated salary for their services, but, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors; provided, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. ARTICLE IV COMMITTEES Section 1. Designation. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one or more committees. Section 2. Number; Qualification; Term. Each committee shall consist of one or more directors appointed by resolution adopted by a majority of the entire Board of Directors. The number of committee members may be increased or decreased from time to time by resolution adopted by a majority of the entire Board of Directors. Each committee member shall serve as such until the earliest of (i) the expiration of his term as director, (ii) his resignation as a committee member or as a director, or (iii) his removal as a committee member or as a director. Section 3. Authority. Each committee, to the extent expressly provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all of the authority of the Board of Directors in the management of the business and affairs of the Corporation except to the extent expressly restricted by statute, the Certificate of Incorporation or these Bylaws. Section 4. Committee Changes; Removal. The Board of Directors shall have the power at any time to fill vacancies in, to change the membership of, and to discharge any committee. The Board of Directors may remove any committee member, at any time, with or without cause. Section 5. Alternate Members of Committees. The Board of Directors may designate one or more directors as alternate members of any committee. Any such alternate member may replace any absent or disqualified member at any meeting of the committee. Section 6. Regular Meetings. Regular meetings of any committee may be held without notice at such time and place as may be designated from time to time by the committee and communicated to all members thereof. Section 7. Special Meetings Special meetings of any committee may be held whenever called by any committee member. The committee member calling any special meeting shall cause notice of such special meeting, including therein the time and place of such special meeting, to be given to each committee member at least (i)atwenty-four (24) hours before such special meeting if notice is given by telecopy, electronic facsimile or hand delivery or (ii)aat least three days before such special meeting if notice is given by mail or by telegram. Neither the business to be transacted at, nor the purpose of, any special meeting of any committee need be specified in the notice or waiver of notice of any special meeting. Section 8. Quorum; Majority Vote. At meetings of any committee, a majority of the number of members designated by the Board of Directors shall constitute a quorum for the transaction of business. If a quorum is not present at a meeting of any committee, a majority of the members present may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present. The act of a majority of the members present at any meeting at which a quorum is in attendance shall be the act of a committee, unless the act of a greater number is required by law, the Certificate of Incorporation or these Bylaws. Section 9. Minutes. Each committee shall cause minutes of its proceedings to be prepared and shall report the same to the Board of Directors upon the request of the Board of Directors. The minutes of the proceedings of each committee shall be delivered to the Secretary of the Corporation for placement in the minute books of the Corporation. Section 10. Compensation. Committee members may, by resolution of the Board of Directors, be allowed a fixed sum and expenses of attendance, if any, for attending any committee meetings or a stated salary. Section 11. Responsibility. The designation of any committee and the delegation of authority to it shall not operate to relieve the Board of Directors or any director of any responsibility imposed upon it or such director by law. ARTICLE V NOTICES Section 1. Method. Whenever by statute, the Certificate of Incorporation, or these Bylaws, notice is required to be given to any committee member, director, or stockholder and no provision is made as to how such notice shall be given, personal notice shall not be required, and any such notice may be given (a)ain writing, by mail, postage prepaid, addressed to such committee member, director, or stockholder at his address as it appears on the books or (in the case of a stockholder) the stock transfer records of the Corporation, or (b)aby any other method permitted by law (including but not limited to overnight courier service, telegram, telex, or telefax). Any notice required or permitted to be given by mail shall be deemed to be given when deposited in the United States mail as aforesaid. Any notice required or permitted to be given by overnight courier service shall be deemed to be given at the time delivered to such service with all charges prepaid and addressed as aforesaid. Any notice required or permitted to be given by telegram, telefex, or telefax shall be deemed to be delivered and given at the time transmitted with all charges prepaid and addressed as aforesaid. Section 2. Waiver. Whenever any notice is required to be given to any stockholder, director, or committee member of the Corporation by statute, the Certificate of Incorporation or these Bylaws, a written waiver thereof, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to notice. Attendance of a stockholder, director, or committee member at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Section 3. Exception to Notice Requirement. The giving of any notice required under any provision of the General Corporation Law of Delaware, the Certificate of Incorporation or these Bylaws shall not be required to be given to any stockholder to whom (i) notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to such stockholder during the period between such two consecutive annual meetings, or (ii) all, and at least two, payments (if sent by first class mail) of dividends or interest on securities during a twelve-month period, have been mailed addressed to such person at his address as shown on the records of the Corporation and have been returned undeliverable. If any such stockholder shall deliver to the Corporation a written notice setting forth his then current address, the requirement that notice be given to such stockholder shall be reinstated. ARTICLE VI OFFICERS Section 1. Officers. The officers of the Corporation shall be elected by the directors and shall be a President, a Vice President, a Secretary, and a Treasurer. The Board of Directors may also choose a Chairman of the Board, additional Vice Presidents and one or more Assistant Secretaries and Assistant Treasurers. Any two or more offices may be held by the same person, except that no person shall be both the President and the Secretary. Section 2. Election. The Board of Directors at its first meeting after each annual meeting of stockholders shall elect the officers of the Corporation, none of whom need be a member of the Board, a stockholder or a resident of the State of Delaware. The Board of Directors may appoint such other officers and agents as it shall deem necessary, who shall be appointed for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. Section 3. Compensation. The compensation of all officers and agents of the Corporation shall be fixed by the Board of Directors. Section 4. Removal and Vacancies. Each officer of the Corporation shall hold office until his successor is elected and qualified or until his earlier resignation or removal. Any officer or agent elected or appointed by the Board of Directors may be removed either for or without cause by a majority of the directors represented at a meeting of the Board of Directors at which a quorum is represented, whenever in the judgment of the Board of Directors the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors. Section 5. President. The President shall be the chief executive officer of the Corporation. He shall preside at all meetings of the stockholders and the Board of Directors unless the Board of Directors shall elect a Chairman of the Board, in which event the President shall preside at Board meetings in the absence of the Chairman of the Board. The President shall have general and active management of the business and affairs of the Corporation, shall see that all orders and resolutions of the Board are carried into effect, and shall perform such other duties as the Board of Directors shall prescribe. Section 6. Vice Presidents. In the absence of the President or in the event of his inability to refusal to act, the Vice President (or in the event there is more than one Vice President, the vice presidents in the order designated by the Board, or in the absence of any designation, then in the order of their election or appointment) shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all of the restrictions upon the President. Each Vice President shall have only such powers and perform only such duties as the Board of Directors may from time to time prescribe or as the President may from time to time delegate to him. Section 7. Secretary. The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for any committee when required. Except as otherwise provided herein, the Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. He shall keep in safe custody the seal of the Corporation and, when authorized by the Board of Directors, affix the same to any instrument requiring it, and, when so affixed, it shall be attested by his signature or by the signature of the Treasurer or an Assistant Secretary. Section 8. Assistant Secretaries. Each Assistant Secretary shall have only such powers and perform only such duties as the Board of Directors may from time to time prescribe or as the President may from time to time delegate. Section 9. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements of the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board of Directors, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation, and shall perform such other duties as the Board of Directors may prescribe. If required by the Board of Directors, he shall give the Corporation a bond in such form, in such sum, and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in his possession or under his control belonging to the Corporation. Section 10. Assistant Treasurers. Each Assistant Treasurer shall have only such powers and perform only such duties as the Board of Directors may from time to time prescribe. ARTICLE VII CERTIFICATES REPRESENTING SHARES Section 1. Certificates. The shares of the Corporation shall be represented by certificates in such form as shall be determined by the Board of Directors. Such certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued. Each certificate shall state on the face thereof the holderAEs name, the number and class of shares, and the par value of such shares or a statement that such shares are without par value. Each certificate shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and may be sealed with the seal of the Corporation or a facsimile thereof. Any or all of the signatures on a certificate may be facsimile. Section 2. Legends. The Board of Directors shall. have the power and authority to provide that certificates representing shares of stock shall bear such legends as the Board of Directors shall authorize, including, without limitation, such legends as the Board of Directors deems appropriate to assure that the Corporation does not become liable for violations of federal or state securities laws or other applicable law. Section 3. Lost Certificates. The Corporation may issue a new certificate representing shares in place of any certificate theretofore issued by the Corporation, alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed. The Board of Directors, in its discretion and as a condition precedent to the issuance thereof, may require the owner of such lost, stolen or destroyed certificate, or his legal representative, to advertise the same in such manner as it shall specify and/or to give the Corporation a bond in such form, in such sum, and with such surety or sureties as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. Section 4. Transfer of Shares. Shares of stock shall be transferable only on the books of the Corporation by the holder thereof in person or by his duly authorized attorney. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation or the transfer agent of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Section 5. Registered Stockholders. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof for any and all purposes, and, accordingly, shall not be bound to recognize any equitable or other claim or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law. ARTICLE VIII GENERAL PROVISIONS Section 1. Dividends. The directors, subject to any restrictions contained in the Certificate of Incorporation, may declare dividends upon the shares of the CorporationAEs capital stock. Dividends may be paid in cash, in property, or in shares of the Corporation, subject to the provisions of the General Corporation Law of Delaware and the Certificate of Incorporation. Section 2. Reserves. By resolution of the Board of Directors, the directors may set apart out of any of the funds of the Corporation such reserve or reserves as the directors from time to time, in their discretion, think proper to provide for contingencies, or to equalize dividends, or to repair or maintain any property of the Corporation, or for such other purposes as the directors shall think beneficial to the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. Section 3. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. Section 4. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors. Section 5. Seal. The corporate seal shall have inscribed thereon the name of the Corporation. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. Section 6. Indemnification. The Corporation shall indemnify its directors, officers, employees and agents to the fullest extent permitted by the General Corporation Law of Delaware and the Certificate of the Incorporation. Section 7. Transactions with Directors and Officers. No contract or other transaction between the Corporation and any other corporation and no other act of the Corporation shall, in the absence of fraud, be invalidated or in any way affected by the fact that any of the directors of the Corporation are pecuniarily or otherwise interested in such contract, transaction or other act, or are directors or officers of such other corporation. Any director of the Corporation, individually, or any firm or corporation of which any such director may be a member, may be a party to, or may be pecuniarily or otherwise interested in, any contract or transaction of the Corporation; provided, however, that the fact that the director, individually, or the firm or corporation is so interested shall be disclosed or shall have been known to the Board of Directors or a majority of such members thereof as shall be present at any annual meeting or at any special meeting, called for that purpose, of the Board of Directors at which action upon any contract or transaction shall be taken. Any director of the Corporation who is so interested may be counted in determining the existence of a quorum at any such annual or special meeting of the Board of Directors which authorizes such contract or transaction, any may vote thereat to authorize such contract or transaction with like force and effect as if he were not such director or officer of such other corporation or not so interested. Every director of the Corporation is hereby relieved from any disability which might otherwise prevent him from carrying out transactions with or contracting with the Corporation for the benefit of himself or any firm, corporation, trust or organization in which or with which he may be in anywise interested or connected. Section 8. Amendments. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the stockholders or by the Board of Directors at any regular meeting of the stockholders or the Board of Directors, at any special meeting of the stockholders or the Board of Directors if notice of such alteration, amendment, repeal, or adoption of new Bylaws be contained in the notice of such special meeting, or by written consent of the Board of Directors or the stockholders without a meeting. Section 9. Table of Contents; Headings. The Table of Contents and headings used in these Bylaws have been inserted for convenience only and do not constitute matters to be construed in interpretation.

                                                                 Exhibit 4.4
                                                                  REVISED 2/6/98


                    STOCK PLAN FOR EMPLOYEES AND DIRECTORS OF
                                LITTELFUSE, INC.


     1. Purpose.  Littelfuse,  Inc. (the  "Corporation")  desires to attract and
retain  Employees  and  directors  of  outstanding  talent.  The Stock  Plan for
Employees  and  Directors of  Littelfuse,  Inc.  (the "Plan")  affords  eligible
Employees and directors the opportunity to acquire proprietary  interests in the
Corporation  and thereby  encourages  their highest  levels of  performance  and
interest.


            2.    Scope and Duration.


            a. Awards under the Plan may be granted in the following forms:


                   (1) incentive stock options  ("incentive stock options"),  as
         provided  in  Section 422  of the  Internal  Revenue  Code of 1986,  as
         amended (the "Code"),  and non-qualified stock options  ("non-qualified
         options";  the term  "options"  includes  incentive  stock  options and
         non-qualified options);


                   (2) shares of Common  Stock of the  Corporation  (the "Common
         Stock") which are restricted as provided in paragraph 10.  ("restricted
         shares"); or


                   (3)  rights  to  acquire  shares of  Common  Stock  which are
         restricted  as  provided  in  paragraph 10.   ("units"  or  "restricted
         units").


Options may be accompanied by stock appreciation rights ("rights").


            b. The  maximum  aggregate  number of  shares of Common  Stock as to
which awards of options,  restricted  shares,  units, or rights may be made from
time to time under the Plan is 1,000,000 shares.  Shares issued pursuant to this
Plan may be in whole or in part,  as the Board of Directors  of the  Corporation
(the "Board of  Directors")  shall from time to time  determine,  authorized but
unissued  shares or issued  shares  reacquired  by the  Corporation.  If for any
reason any shares as to which an option has been granted  cease to be subject to
purchase  thereunder or any restricted  shares or restricted units are forfeited
to the Corporation,  or to the extent that any awards under the Plan denominated
in shares  or units  are paid or  settled  in cash or are  surrendered  upon the
exercise of an option,  then (unless the Plan shall have been  terminated)  such
shares  or  units,  and any  shares  surrendered  to the  Corporation  upon such
exercise, shall become available for subsequent awards under the Plan; provided,
however,  that shares  surrendered  by the  Corporation  upon the exercise of an
incentive  stock  option  and  shares  subject  to  an  incentive  stock  option
surrendered  upon the exercise of a right shall not be available for  subsequent
award of additional stock options under the Plan.


            c. No  incentive  stock  option  shall be  granted  hereunder  after
December 15, 2001.


            3.    Administration.


            a. The Plan shall be administered  by the Stock Option  Committee or
any successor  thereto of the Board of Directors of the  Corporation  or by such
other  committee  (the  "Committee")  as shall  be  determined  by the  Board of
Directors. The Committee shall consist of not less than two members of the Board
of  Directors,  each  of whom  shall  qualify  as a  odisinterested  persono  to
administer  the  Plan as  contemplated  by  Rulea16b-3,  as  amended,  or  other
applicable rules under  Section 16(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").


            b.  The  Committee   shall  have  plenary   authority  in  its  sole
discretion,  subject to and not inconsistent with the express provisions of this
Plan:


                   (1) to grant options,  to determine the purchase price of the
         Common  Stock  covered by each  option,  the term of each  option,  the
         persons  to whom,  and the time or times  at  which,  options  shall be
         granted and the number of shares to be covered by each option;


                   (2) to  designate  options  as  incentive  stock  options  or
         non-qualified   options  and  to  determine   which  options  shall  be
         accompanied by rights;


                   (3) to grant  rights and to determine  the purchase  price of
         the Common Stock covered by each right or related  option,  the term of
         each right or related option,  the Employees and Eligible Directors (as
         such terms are defined  below) to whom, and the time or times at which,
         rights or related  options shall be granted and the number of shares to
         be covered by each right or related option;


                   (4) to grant  restricted  shares and restricted  units and to
         determine   the  term  of  the   Restricted   Period  (as   defined  in
         paragrapha10.) and other conditions applicable to such shares or units,
         the  Employees  to whom,  and the time or  times at  which,  restricted
         shares or restricted units shall be granted and the number of shares or
         units to be covered by each grant;


                    (5)  to interpret the Plan;


                    (6)  to prescribe,  amend and rescind rules and  regulations
                         relating to the Plan;


                    (7)  to determine the terms and provisions of the option and
                         rights agreements (which need not be identical) and the
                         restricted share and restricted unit agreements  (which
                         need not be identical)  entered into in connection with
                         awards under the Plan;


and to make all other  determinations  deemed  necessary  or  advisable  for the
administration of the Plan.


         Without  limiting  the  foregoing,  the  Committee  shall have  plenary
authority in its sole  discretion,  subject to, and not  inconsistent  with, the
express provisions of the Plan, to:


                    (1)  select    Participants    (as   defined    below)   for
                         participation in the plan;


                    (2)  determine the timing, price, and amount of any grant or
                         award under the Plan to any Participant; and


                    (3)  either


                            (a) determine the form in which payment of any right
                  granted or awarded  under the Plan will be made  (i.e.,  cash,
                  securities, or any combination thereof), or


                            (b)  approve  the  election  of the  Participant  to
                  receive  cash in whole or in part in  settlement  of any right
                  granted or awarded under the Plan.


                           As used in the Plan,  the following  terms shall have
                  the following  meanings:  the term oLittelfuse  Officero shall
                  mean an  officer  (other  than an  assistant  officer)  of the
                  Corporation  or any of its  Subsidiaries  and any other person
                  who may be designated as any executive officer by the Board of
                  Directors of the  Corporation;  the term  oParticipanto  shall
                  mean an  Employee or Eligible  Director;  the term  oEmployeeo
                  shall mean a full-time,  non-union,  salaried  employee of the
                  Corporation  or any of its  Subsidiaries;  the term  oEligible
                  Directoro  shall  mean any  individual  who is a member of the
                  Board  of  Directors  of the  Corporation  who is not  then an
                  Employee or a beneficial owner, either directly or indirectly,
                  of more  than ten  percent  (10%) of the  Common  Stock of the
                  Corporation;  and  the  term  oSubsidiarieso  shall  mean  all
                  corporations  in  which  the  Corporation  owns,  directly  or
                  indirectly,  more than fifty percent (50%) of the total voting
                  power of all classes of stock.


                            (c) The Committee may delegate to one or more of its
                  members or to one or more agents such administrative duties as
                  it may deem advisable, and the Committee or any person to whom
                  it has  delegated  duties as aforesaid  may employ one or more
                  persons to render  advice with  respect to any  responsibility
                  the  Committee  or  such  person  may  have  under  the  Plan;
                  provided,  that the Committee may not delegate any duties to a
                  member of the Board of  Directors  who, if elected to serve on
                  the Committee,  would not qualify as a odisinterested  persono
                  to  administer  the Plan as  contemplated  by  Rulea16b-3,  as
                  amended, or other applicable rules under the Exchange Act. The
                  Committee may employ attorneys,  consultants,  accountants, or
                  other  persons,  and  the  Committee,  the  Corporation,   its
                  Subsidiaries,  and their  respective  officers  and  directors
                  shall  be  entitled  to rely  upon  the  advice,  opinions  or
                  valuations  of any such  persons.  All  actions  taken and all
                  interpretations  and  determinations  made by the Committee in
                  good faith shall be final and binding  upon all  Participants,
                  the Corporation,  its  Subsidiaries,  and all other interested
                  persons.  No  member  or  agent  of  the  Committee  shall  be
                  personally   liable   for  any   action,   determination,   or
                  interpretation  made in good faith with respect to the Plan or
                  awards  made  hereunder,  and all  members  and  agents of the
                  Committee  shall  be fully  protected  by the  Corporation  in
                  respect of any such action, determination, or interpretation.


            4.    Eligibility; Factors to be Considered in Making Awards.


            a. Persons  eligible to  participate  in this Plan shall include all
Employees of the Corporation and all Eligible Directors; provided, however, that
Eligible  Directors shall only be eligible to receive grants of options pursuant
to subparagrapha4.e.


            b. In determining  the Employees to whom awards shall be granted and
the number of shares or units to be covered by each award,  the Committee  shall
take into account the nature of the EmployeeAEs  duties,  his or her present and
potential  contributions  to  the  success  of  the  Corporation  or  any of its
Subsidiaries and such other factors as it shall deem relevant in connection with
accomplishing the purposes of the Plan.


            c. Awards may be granted singly,  in  combination,  or in tandem and
may be  made in  combination  or in  tandem  with or in  replacement  of,  or as
alternatives  to, awards or grants under any other  employee plan  maintained by
the Corporation or any of its Subsidiaries.  An award made in the form of a unit
or a right may provide, in the discretion of the Committee, for


                   (1) the  crediting to the account of, or the current  payment
         to, each  Employee who has such an award of an amount equal to the cash
         dividends and stock dividends paid by the Corporation upon one share of
         Common Stock for each  restricted unit or share of Common Stock subject
         to a right included in such award (oDividend Equivalentso), or


                   (2) the deemed reinvestment of such Dividend  Equivalents and
         stock  dividends in shares of Common Stock,  which deemed  reinvestment
         shall  be  deemed  to be made in  accordance  with  the  provisions  of
         paragrapha10.,  and credited to the  EmployeeAEs  account  (oAdditional
         Deemed Shareso).


Such  Additional  Deemed  Shares  shall  be  subject  to the  same  restrictions
(including but not limited to provisions regarding forfeitures)  applicable with
respect to the unit or right with respect to which such credit is made. Dividend
Equivalents  not deemed  reinvested as stock  dividends  shall not be subject to
forfeiture, and may bear amounts equivalent to interest or cash dividends as the
Committee may determine.


            d. The Committee,  in its sole discretion,  may grant to an Employee
who has  been  granted  an  award  under  the Plan or any  other  employee  plan
maintained  by the  Corporation  or any of its  Subsidiaries,  or any  successor
thereto,  in exchange for the surrender and  cancellation  of such award,  a new
award in the same or a different  form and  containing  such  terms,  including,
without limitation, a price which is different (either higher or lower) than any
price provided in the award so surrendered  and cancelled,  as the Committee may
deem appropriate.


            e.  Each  Eligible   Director  shall  be  automatically   granted  a
non-qualified  option to purchase  4,000  shares of Common  Stock,  which option
shall be granted on the earlier of the January, 1992 meeting of the Committee or
the first  meeting of the  Committee  following  the date on which the  Eligible
Director  is  first  elected  as a  member  of the  Board  of  Directors  of the
Corporation. The purchase price for the Common Stock covered by each such option
shall be the fair market  value (as defined  below) of such Common  Stock on the
date the option is  granted,  payable at the time and in the manner  provided in
subparagrapha5.b.  below.  Each option granted to an Eligible  Director shall be
exercisable as follows: with respect to twenty-percent (20%) of the Common Stock
covered  thereby  during  the ten  (10)  year  period  commencing  one (1)  year
following the date of grant;  with respect to an additional twenty percent (20%)
of the Common Stock covered  thereby during the ten (10) year period  commencing
two (2) years following the date of grant;  with respect to an additional twenty
percent  (20%) of the  Common  Stock  covered  thereby  during the ten (10) year
period  commencing three (3) years following the date of grant;  with respect to
an additional  twenty  percent (20%) of the Common Stock covered  thereby during
the ten (10) year period  commencing four (4) years following the date of grant;
and with  respect to the  remaining  twenty  percent  (20%) of the Common  Stock
covered  thereby  during  the ten (10)  year  period  commencing  five (5) years
following the date of grant.  The  foregoing  formula can only be amended to the
extent permitted by Rulea16b-3, as amended, under the Exchange Act.


            5.    Option Price.


            a. The  purchase  price of the Common  Stock  covered by each option
awarded to an Employee shall be determined by the Committee;  provided, however,
that in the case of incentive  stock  options,  the purchase  price shall not be
less  than 100% of the fair  market  value of the  Common  Stock on the date the
option is granted. Fair market value shall mean,


                   (1)  if  the  Common  Stock  is  duly  listed  on a  national
         securities  exchange  or on  the  National  Association  of  Securities
         Dealers Automatic  Quotation  System/National  Market System ("NASDAQ")
         ("Duly Listed"),  the closing price of the Common Stock for the date on
         which the option is granted, or, if there are no sales on such date, on
         the next preceding day on which there were sales, or


                   (2) if the Common Stock is not Duly  Listed,  the fair market
         value of the Common  Stock for the date on which the option is granted,
         as  determined  by the  Committee  in good  faith.  Such price shall be
         subject to adjustment as provided in paragrapha13.


The price so determined shall also be applicable in connection with the exercise
of any related right.


            b. The  purchase  price of the  shares  as to  which  an  option  is
exercised shall be paid in full at the time of exercise;  payment may be made in
cash,  which  may be  paid  by  check  or  other  instrument  acceptable  to the
Corporation,  or, if permitted by the Committee,  in shares of the Common Stock,
valued at the closing price of the Common Stock as reported on either a national
securities  exchange  or NASDAQ  for the date of  exercise,  or if there were no
sales on such date, on the next  preceding day on which there were sales (or, if
the Common Stock is not Duly  Listed,  the fair market value of the Common Stock
on the date of exercise,  as determined by the Committee in good faith),  or, if
permitted by the  Committee  and subject to such terms and  conditions as it may
determine,  by surrender of outstanding awards under the Plan. In addition,  the
Participant shall pay any amount necessary to satisfy applicable federal, state,
or local tax  requirements  promptly  upon  notification  of the amount due. The
Committee may permit such amount to be paid in shares of Common Stock previously
owned by the  Participant,  or a portion  of the  shares of  Common  Stock  that
otherwise would be distributed to such  Participant upon exercise of the option,
or a combination of cash and shares of such Common Stock.


            6. Term of Options.  The term of each incentive stock option granted
under the Plan shall be such period of time as the  Committee  shall  determine,
but not  more  than  ten  years  from  the date of  grant,  subject  to  earlier
termination as provided in paragraphsa11. and 12. The term of each non-qualified
option  granted under the Plan to Employees  shall be such period of time as the
Committee  shall  determine,  subject  to earlier  termination  as  provided  in
paragraphs 11. and 12.


            7.    Exercise of Options.


            a. Each option shall become exercisable, in whole or in part, as the
Committee shall determine;  provided,  however,  that the Committee may also, in
its discretion,  accelerate the exercisability of any option in whole or in part
at any time.


            b.  Subject  to the  provisions  of the  Plan and  unless  otherwise
provided in the option agreement,  an option granted under the Plan shall become
exercisable  in full  at the  earliest  of the  ParticipantAEs  death,  Eligible
Retirement  (as defined  below),  Total  Disability,  or a Change in Control (as
defined  in  paragraph 12.).  For  purposes  of this  Plan,  the term  "Eligible
Retirement"  shall mean (1) the date upon which an Employee,  having attained an
age of not less than  sixty-two,  terminates his employment with the Corporation
and its  Subsidiaries,  provided  that such  Employee  has been  employed by the
Corporation  or  any  of  its  Subsidiaries  or any  corporation  of  which  the
Corporation or any of its Subsidiaries is the successor for a period of not less
than five (5) years  prior to such  termination,  or (2) the date upon  which an
Eligible  Director,  having  attained  the  age  of  not  less  than  sixty-two,
terminates his service as a director of the Corporation.


            c. An  option  may be  exercised,  at any time or from  time to time
(subject,  in the case of an incentive stock option, to such restrictions as may
be imposed by the Code), as to any or all full shares as to which the option has
become exercisable;  provided,  however,  that an option may not be exercised at
any one time as to less than 100  shares or less than the number of shares as to
which the option is then exercisable, if that number is less than 100 shares.


            d. Subject to the provisions of paragraphs 11.  and 12., in the case
of incentive  stock  options,  no option may be exercised at any time unless the
holder thereof is then an Employee.


            e. Upon the exercise of an option or portion  thereof in  accordance
with the Plan,  the option  agreement and such rules and  regulations  as may be
established  by the  Committee,  the holder  thereof  shall have the rights of a
shareholder with respect to the shares issued as a result of such exercise.


            8.    Award and Exercise of Rights.


            a. A right may be awarded by the  Committee in  connection  with any
option  granted  under the Plan,  either at the time the  option is  granted  or
thereafter at any time prior to the exercise,  termination  or expiration of the
option ("tandem right"), or separately ("freestanding right"). Each tandem right
shall be subject  to the same terms and  conditions  as the  related  option and
shall be  exercisable  only to the extent the  option is  exercisable.  No right
shall be exercisable for cash by a Littelfuse Officer within six (6) months from
the date the right is  awarded  (and  then,  as to a tandem  right,  only to the
extent the related option is exercisable) or, if the exercise price of the right
is not fixed on the date of the award,  within six (6) months from the date when
the  exercise  price is so  fixed,  and in any  case  only  when the  Littelfuse
OfficerAEs  election  to  receive  cash in full or partial  satisfaction  of the
right, as well as the Littelfuse  Officer's  exercise of the right for cash, is
made during a Quarterly Window Period (as defined below); provided, that a right
may be  exercised by a  Littelfuse  Officer for cash outside a Quarterly  Window
Period if the date of exercise is automatic  or has been fixed in advance  under
the Plan and is outside the Littelfuse  Officer's control.  The term "Quarterly
Window  Period"  shall  mean the  period  beginning  on the third  business  day
following the date of release of each of the Corporation's quarterly and annual
summary  statements of sales and earnings and ending on the twelfth business day
following  such release;  and the date of any such release shall be deemed to be
the date it either:


                   (1)     appears on a wire service,


                   (2)     appears on a financial news service,


                   (3)     appears in a newspaper of general circulation, or


                   (4) is otherwise  made publicly  available,  for example,  by
         press releases to a wire service, financial news service, or newspapers
         or general circulation.


            b. A right shall  entitle the Employee  upon  exercise in accordance
with  its  terms  (subject,  in the  case of a tandem  right,  to the  surrender
unexercised of the related  option or any portion or portions  thereof which the
Employee from time to time determines to surrender for this purpose) to receive,
subject to the  provisions  of the Plan and such rules and  regulations  as from
time to time may be established by the Committee,  a payment having an aggregate
value equal to the product of


                   (1)     the excess of


                    (a)  the fair market value on the exercise date of one share
                         of Common Stock over


                    (b)  the exercise  price per share,  in the case of a tandem
                         right, or the price per share specified in the terms of
                         the  right,  in  the  case  of  a  freestanding  right,
                         multiplied by


                   (2) the  number of  shares  with  respect  to which the right
shall have been exercised.


The payment may be made only in cash, subject to subparagrapha8.a. hereof.


            c. The  exercise  price per share  specified  in a right shall be as
determined  by the  Committee,  provided  that,  in the case of a  tandem  right
accompanying  an incentive  stock option,  the exercise  price shall be not less
than fair market value of the Common Stock subject to such option on the date of
grant.


            d. If upon the  exercise  of a right the  Employee  is to  receive a
portion of the payment in shares of Common Stock,  the number of shares shall be
determined  by dividing  such portion by the fair market value of a share on the
exercise date. The number of shares received may not exceed the number of shares
covered by any option or portion thereof surrendered.  Cash will be paid in lieu
of any fractional share.


            e. No payment will be required  from an Employee  upon exercise of a
right, except that any amount necessary to satisfy applicable federal, state, or
local tax  requirements  shall be withheld or paid promptly by the Employee upon
notification  of the amount due and prior to or  concurrently  with  delivery of
cash or a certificate  representing shares. The Committee may permit such amount
to be paid in shares of Common  Stock  previously  owned by the  Employee,  or a
portion of the shares of Common Stock that  otherwise  would be  distributed  to
such Employee upon exercise of the right, or a combination of cash and shares of
such Common Stock.


            f. The fair market value of a share shall mean the closing  price of
the Common Stock as reported on either a national  securities exchange or NASDAQ
for the date of  exercise,  or if there are no sales on such  date,  on the next
preceding day on which there were sales; provided,  however, that in the case of
rights that relate to an incentive stock option, the Committee may prescribe, by
rules of general  application,  such other  measure of fair market  value as the
Committee  may in its  discretion  determine  but not in excess  of the  maximum
amount  that  would  be  permissible  under  Section 422  of  the  Code  without
disqualifying such option under Section 422.


            g. Upon exercise of a tandem right,  the number of shares subject to
exercise under the related option shall  automatically  be reduced by the number
of shares represented by the option or portion thereof surrendered.


            h. A  right  related  to an  incentive  stock  option  may  only  be
exercised  if the fair market  value of a share of Common  Stock on the exercise
date exceeds the option price.


                    9.   Non-Transferability  of  Options,  Rights,  and  Units;
                         Holding  Periods for  Littelfuse  Officers and Eligible
                         Directors.


            a.  Options,  rights,  and units granted under the Plan shall not be
transferable  by the  grantee  thereof  otherwise  than by  will or the  laws of
descent and distribution; provided, however, that


                    (1)  the designation of a beneficiary by a Participant shall
                         not constitute a transfer, and


                    (2)  options and rights may be exercised during the lifetime
                         of the  Participant  only by the Participant or, unless
                         such  exercise   would   disqualify  an  option  as  an
                         incentive stock option, by the ParticipantAEs  guardian
                         or legal representative.


            b.   Notwithstanding anything contained in the Plan to the contrary,


                   (1)  any  shares  of  Common  Stock  awarded  hereunder  to a
         Littelfuse  Officer may not be  transferred or disposed of for at least
         six (6) months from the date of award thereof,


                   (2)  any  option,  right,  or  unit  awarded  hereunder  to a
         Littelfuse Officer or Eligible Director,  or the shares of Common Stock
         into which any such option,  right or unit is  exercised or  converted,
         may not be  transferred  or  disposed  of for at least  six (6)  months
         following the date of acquisition by the Littelfuse Officer or Eligible
         Director of such option, right, or unit, and


                   (3) the  Committee  shall take no action  whose  effect would
         cause a Littelfuse  Officer or Eligible  Director to be in violation of
         clausea(1) or (2) above.


            c.  Notwithstanding the foregoing and anything else contained in the
Plan to the  contrary,  up to 25% of the number of  non-qualified  options (said
percentage  to be  calculated  using as the  nominator  the sum of the amountaof
outstanding and  unexercised  non-qualified  options  proposed to be transferred
plus  the  number  of  non-qualified  options  previously  transferred  by  said
Participant  within the  previous  four years and using as the  denominator  the
aggregate number of non-qualified options granted to said Participant within the
previous  four  years)  may be  transferred  (but  only  on a gift  basis)  by a
Participant  to an immediate  family member of the  Participant or a trust which
has as  beneficiaries  at the  time of  transfer  only  the  Participant  and/or
immediate family members of the Participant. As used herein, the term oimmediate
family  memberso  shall  mean the  spouse of the  Participant,  children  of the
Participant  and  their  spouses,  grandchildren  of the  Participant  and their
spouses  and   great-grandchildren   of  the   Participant   and  their  spouses
(hereinafter  referred  to  as  a  oPermitted   Transfereeo).   All  transferred
non-qualified  options shall remain subject to all of the provisions of the Plan
and  any  agreement  between  the  Participant  and the  Corporation  pertaining
thereto, including,  without limitation, all vesting, termination and forfeiture
provisions,  and the rights and  obligations  of a transferee  with respect to a
non-qualified  option  transferred  thereto shall be determined  pursuant to the
provisions of the Plan and any such agreement as if the Participant remained the
holder thereof. In no event shall any transferee of a transferred  non-qualified
option be entitled to transfer such non-qualified  option except pursuant to the
laws of descent and  distribution.  Any transfer of  non-qualified  options made
pursuant to this  subsection  (c) must be made  pursuant to legal  documentation
provided by the Corporation,  which legal  documentation  may contain such terms
and conditions as the Corporation,  in its discretion,  deems  appropriate,  and
shall be subject to  verification  by the  Corporation or its legal counsel that
the  proposed  transferee  is  a  Permitted   Transferee.   Notwithstanding  the
foregoing,  the Committee, in its absolute discretion,  may restrict or deny the
transfer of non-qualified options with respect to one or more Participants.  The
provisions of this  subsection  (c) shall be deemed to override and control over
any  provisions  in  any  Non-Qualified   Stock  Option  Agreement  between  the
Corporation  and a  Participant  which is dated before  January 1, 1998,  to the
extent  such  provisions  would not allow a transfer  of  non-qualified  options
pursuant to the provisions of this subsection (c).


           10.    Award and Delivery of Restricted Shares or Restricted Units.


            a. At the time an award of restricted  shares or restricted units is
made, the Committee shall establish a period of time (the  oRestricted  Periodo)
applicable to such award.  Each award of restricted  shares or restricted  units
may  have a  different  Restricted  Period.  The  Committee  may,  in  its  sole
discretion,  at the  time  an  award  is  made,  prescribe  conditions  for  the
incremental lapse of restrictions during the Restricted Period and for the lapse
or termination of  restrictions  upon the  satisfaction  of other  conditions in
addition to or other than the expiration of the  Restricted  Period with respect
to all or any portion of the restricted shares or restricted  units.  Subject to
paragrapha9.,  the  Committee  may  also,  in its sole  discretion  shorten,  or
terminate  the  Restricted  Period,  or waive  any  conditions  for the lapse or
termination of restrictions with respect to all or any portion of the restricted
shares or  restricted  units.  Notwithstanding  the  foregoing  but  subject  to
paragrapha9.,  all  restrictions  shall lapse or  terminate  with respect to all
restricted  shares  or  restricted  units  upon  the  earliest  to  occur  of an
EmployeeAEs  Eligible  Retirement,   a  Change  in  Control,   death,  or  Total
Disability.


            b.  (1) Unless  such  shares  are  issued as  uncertificated  shares
pursuant to subparagraph 10.b.(2)(a) below, a stock certificate representing the
number of restricted  shares  granted to an Employee  shall be registered in the
Employee's  name but shall be held in  custody by the  Corporation  or an agent
therefor for the  Employee's  account.  The Employee  shall  generally have the
rights and privileges of a shareholder as to such restricted  shares,  including
the right to vote such restricted shares, except that, subject to the provisions
of paragraphs 11. and 12., the following restrictions shall apply:


                   (a) the  Employee  shall not be  entitled  to delivery of the
         certificate  until the  expiration  or  termination  of the  Restricted
         Period and the satisfaction of any other  conditions  prescribed by the
         Committee;


                   (b) none of the restricted  shares may be sold,  transferred,
         assigned,  pledged,  or otherwise  encumbered or disposed of during the
         Restricted  Period and until the  satisfaction of any other  conditions
         prescribed by the Committee; and


                   (c) all of the  restricted  shares shall be forfeited and all
         rights  of the  Employee  to such  restricted  shares  shall  terminate
         without further  obligation on the part of the  Corporation  unless the
         Employee has remained an Employee  until the  expiration or termination
         of the Restricted  Period and the  satisfaction of any other conditions
         prescribed by the Committee  applicable to such restricted  shares.  At
         the discretion of the Committee,


                            (i) cash and stock  dividends  with  respect  to the
                  restricted  shares may be either currently paid or withheld by
                  the Corporation for the Employee's  account, and interest may
                  be paid on the amount of cash dividends withheld at a rate and
                  subject to such terms as determined by the Committee, or


                           (ii)  the   Committee   may  require  that  all  cash
                  dividends be applied to the purchase of  additional  shares of
                  Common Stock,  and such  purchased  shares,  together with any
                  stock  dividends  related  to  such  restricted  shares  (such
                  purchased shares and stock dividends are hereafter referred to
                  as  "Additional   Restricted  Shares")  shall  be  treated  as
                  Additional Shares, subject to forfeiture on the same terms and
                  conditions as the original grant of the  restricted  shares to
                  the Employee.


               (2)  The purchase of any such Additional  Restricted Shares shall
                    be made either


                   (a)  through  a  dividend   reinvestment  plan  that  may  be
         established by the  Corporation  which  satisfies the  requirements  of
         Rule 16b-2  under the  Exchange  Act,  in which event the price of such
         shares so purchased  through the  reinvestment of dividends shall be as
         determined in accordance  with the provisions of that plan and no stock
         certificate  representing such Additional Restricted Shares shall be in
         the EmployeeAEs name, or


                   (b) in  accordance  with  such  alternative  procedure  as is
         determined by the Committee in which event the price of such  purchased
         shares shall be


                            (i) if the Common Stock is Duly Listed,  the closing
                  price of the  Common  Stock as  reported  on either a national
                  securities  exchange  or  NASDAQ  for the date on  which  such
                  purchase is made, or if there were no sales on such date,  the
                  next preceding day on which there were sales, or


                           (ii) if the Common Stock is not Duly Listed, the fair
                  market  value of the  Common  Stock for the date on which such
                  purchase  is made,  as  determined  by the  Committee  in good
                  faith.  In the event  that the  Committee  shall  not  require
                  reinvestment,  cash,  or stock  dividends  so  withheld by the
                  Committee  shall  not  be  subject  to  forfeiture.  Upon  the
                  forfeiture of any restricted  shares (including any Additional
                  Restricted Shares), such forfeited shares shall be transferred
                  to the Corporation without further action by the Employee. The
                  Employee  shall have the same  rights and  privileges,  and be
                  subject to the same  restrictions,  with respect to any shares
                  received pursuant to paragraph 13.


            c. Upon the expiration or  termination of the Restricted  Period and
the satisfaction of any other conditions  prescribed by the Committee or at such
earlier  time as  provided  for in  paragraphs 11.  and  12.,  the  restrictions
applicable to the restricted shares  (including  Additional  Restricted  Shares)
shall  lapse  and a  stock  certificate  for the  number  of  restricted  shares
(including  any  Additional   Restricted  Shares)  with  respect  to  which  the
restrictions  have lapsed  shall be  delivered,  free of all such  restrictions,
except  any that may be  imposed  by law,  to the  Employee  or the  Employee's
beneficiary or estate, as the case may be. The Corporation shall not be required
to deliver any  fractional  share of Common Stock but will pay, in lieu thereof,
the fair market value (determined as of the date the restrictions lapse) of such
fractional  share to the Employee or the Employee's  beneficiary or estate,  as
the case may be. No payment will be required from the Employee upon the issuance
or delivery  of any  restricted  shares,  except  that any amount  necessary  to
satisfy applicable  federal,  state, or local tax requirements shall be withheld
or  paid  promptly  upon  notification  of  the  amount  due  and  prior  to  or
concurrently  with the issuance or delivery of a certificate  representing  such
shares.  The  Committee  may permit  such  amount to be paid in shares of Common
Stock  previously  owned by the  Employee,  or a portion of the shares of Common
Stock that otherwise would be distributed to such Employee upon the lapse of the
restrictions  applicable to the restricted  shares, or a combination of cash and
shares of such Common Stock.


            d. In the case of an award of restricted  units, no shares of Common
Stock shall be issued at the time the award is made, and the  Corporation  shall
not be required to set aside a fund for the payment of any such award.


            e. (1) Upon the expiration or  termination of the Restricted  Period
and the satisfaction of any other  conditions  prescribed by the Committee or at
such earlier time as provided in  paragraphs 11 and 12., the Corporation shall
deliver to the Employee or the  Employee's  beneficiary or estate,  as the case
may be, one share of Common Stock for each restricted unit with respect to which
the restrictions have lapsed ("vested unit").


           (2) In  addition,  if the  Committee  has  not  required  the  deemed
reinvestment of such Dividend Equivalents pursuant to paragraph 4., at such time
the  Corporation  shall  deliver  to the  Employee  cash  equal to any  Dividend
Equivalents  or stock  dividends  credited with respect to each such vested unit
and, to the extent determined by the Committee, the interest thereupon. However,
if the Committee has required such deemed  reinvestment  in connection with such
restricted  unit, in addition to the stock  represented by such vested unit, the
Corporation shall deliver the number of Additional Deemed Shares credited to the
Employee with respect to such vested unit.


           (3)  Notwithstanding  the  foregoing,  the Committee may, in its sole
discretion,  elect to pay cash or part  cash  and part  Common  Stock in lieu of
delivering only Common Stock for the vested units and related  Additional Deemed
Shares. If a cash payment is made in lieu of delivering Common Stock, the amount
of such cash payment shall be equal to


                   (a) if the Common Stock is Duly Listed,  the closing price of
         the Common Stock as reported on either a national  securities  exchange
         or  NASDAQ  for the date on which the  Restricted  Period  lapsed  with
         respect to such vested unit and related  Additional  Deemed Shares (the
         oLapse  Dateo)  or,  if there  are no sales on such  date,  on the next
         preceding day on which there were sales, or


                   (b) if the Common Stock is not Duly  Listed,  the fair market
         value of the Common  Stock for the Lapse  Date,  as  determined  by the
         Committee in good faith.


            f. No payment will be required  from the Employee  upon the award of
any restricted  units,  the crediting or payment of any Dividend  Equivalents or
Additional Deemed Shares, or the delivery of Common Stock or the payment of cash
in  respect  of vested  units,  except  that any  amount  necessary  to  satisfy
applicable  federal,  state, or local tax requirements shall be withheld or paid
promptly  upon  notification  of the amount due. The  Committee  may permit such
amount to be paid in shares of Common Stock previously owned by the Employee, or
a portion of the shares of Common Stock that  otherwise  would be distributed to
such  Employee in respect of vested units and  Additional  Deemed  Shares,  or a
combination of cash and shares of such Common Stock.


            g. In addition,  the Committee shall have the right, in its absolute
discretion,  upon the vesting of any  restricted  shares  (including  Additional
Restricted Shares) and restricted units (including  Additional Deemed Shares) to
award cash  compensation  to the Employee for the purpose of aiding the Employee
in the payment of any and all federal,  state, and local income taxes payable as
a result of such  vesting,  if the  performance  of the  Corporation  during the
Restricted  Period meets such criteria as then or theretofore  determined by the
Committee.


           11.  Termination  of  Employment  or  Service.  In the event that the
employment  of an Employee or the service as a director of an Eligible  Director
to whom an option or right has been granted  under the Plan shall be  terminated
for any reason  other than as set forth in  paragrapha12.,  such option or right
may, subject to the provisions of the Plan, be exercised (but only to the extent
that  the  Employee  or an  Eligible  Director  was  entitled  to  do so at  the
termination of his  employment or service as a director,  as the case may be) at
any time within  three (3) months after such  termination,  but in no case later
than the date on which the option or right terminates.


         Unless  otherwise  determined by the Committee,  if an Employee to whom
restricted  shares  or  restricted  units  have  been  granted  ceases  to be an
Employee, for any reason other than as set forth in paragrapha12.,  prior to the
end of the  Restricted  Period  and the  satisfaction  of any  other  conditions
prescribed  by  the  Committee,  the  Employee  shall  immediately  forfeit  all
restricted  shares and restricted  units,  including all  Additional  Restricted
Shares or Additional Deemed Shares related thereto.


         Any option,  right,  restricted share or restricted unit agreement,  or
any rules and  regulations  relating to the Plan, may contain such provisions as
the Committee  shall  approve with  reference to the  determination  of the date
employment  terminates  and the effect of leaves of absence.  Any such rules and
regulations  with reference to any option agreement shall be consistent with the
provisions  of the Code and any  applicable  rules and  regulations  thereunder.
Nothing in the Plan or in any award  granted  pursuant to the Plan shall  confer
upon any  Participant  any right to  continue  in the  employ or  service of the
Corporation or any of its Subsidiaries or interfere in any way with the right of
the  Corporation or its  Subsidiaries to terminate such employment or service at
any time.


           12. Eligible  Retirement,  Death, or Total  Disability of Employee or
Eligible  Director,  Change in Control.  If any Employee or Eligible Director to
whom an option,  right,  restricted  share,  or restricted unit has been granted
under the Plan  shall die or suffer a Total  Disability  while  employed  by the
Corporation or in the service of the Corporation as a director,  if any Employee
terminates his employment or any Eligible  Director  terminates his service as a
director  pursuant to an Eligible  Retirement,  or if a Change in Control should
occur,  such  option or right may be  exercised  as set  forth  herein,  or such
restricted  shares or restricted  unit shall be deemed to be vested,  whether or
not the Participant was otherwise  entitled at such time to exercise such option
or  right,  or be  treated  as  vested  in such  share or unit.  Subject  to the
restrictions  otherwise  set forth in the Plan,  such  option or right  shall be
exercisable by the Participant,  a legatee or legatees of the Participant  under
the Participant's last will, or by the Participant's personal  representatives
or distributees, whichever is applicable, at the earlier of


                    a.   the date on which  the  option or right  terminates  in
                         accordance with the term of grant, or


                    b.   any time  prior to the  expiration  of three (3) months
                         after   the  date  of  such   ParticipantAEs   Eligible
                         Retirement, his termination due to total disability, or
                         the   occurrence  of  a  Change  in  Control,   or,  if
                         applicable,  within  one  year of  such  ParticipantAEs
                         death.


For  purposes  of this  paragraph 12.,  "Total  Disability"  is  defined  as the
permanent  inability of a Participant,  as a result of accident or sickness,  to
perform  any and every duty  pertaining  to such  Participant's  occupation  or
employment for which the  Participant is suited by reason of the  Participant's
previous training, education, and experience.


         A "Change in Control" shall be deemed to have occurred upon


                    a.  a   business   combination,   including   a  merger   or
         consolidation,   of  the  Corporation  and  the   shareholders  of  the
         Corporation  prior to the combination do not continue to own,  directly
         or indirectly,  more than fifty-one  percent (51%) of the equity of the
         combined entity;


                    b. a sale,  transfer,  or other  disposition  in one or more
         transactions  (other than in  transactions  in the  ordinary  course of
         business  or in the  nature of a  financing)  of the  assets or earning
         power  aggregating more than forty-five  percent (45%) of the assets or
         operating  revenues of the  Corporation  to any person or affiliated or
         associated  group of persons (as defined by  Rule 12b-2 of the Exchange
         Act in effect as of the date hereof);


                    c.     the liquidation of the Corporation;


                    d. one or more transactions  which result in the acquisition
         by  any  person  or  associated   group  of  persons  (other  than  the
         Corporation,   any  employee  benefit  plan  whose   beneficiaries  are
         Employees of the Corporation or any of its Subsidiaries, or TCW Special
         Credits  or any of its  affiliates)  of the  beneficial  ownership  (as
         defined in  Rule 13d-3  of the  Exchange  Act, in effect as of the date
         hereof)  of  forty  percent  (40%) or more of the  Common  Stock of the
         Corporation, securities representing forty percent (40%) or more of the
         combined voting power of the voting securities of the Corporation which
         affiliated  persons  owned less than forty  percent (40%) prior to such
         transaction or transactions; or


                    e. the election or  appointment,  within a twelve (12) month
         period,  of any person or  affiliated or  associated  group,  or its or
         their nominees, to the Board of Directors of the Corporation, such that
         such  persons or  nominees,  when  elected or  appointed,  constitute a
         majority  of the  Board  of  Directors  of the  Corporation  and  whose
         appointment or election was not approved by a majority of those persons
         who were directors at the beginning of such period or whose election or
         appointment was made at the request of an Acquiring Person.


         An  "Acquiring  Person" is any person who, or which,  together with all
affiliates  or  associates  of such person,  is the  beneficial  owner of twenty
percent (20%) or more of the Common Stock of the Corporation  then  outstanding,
except that an Acquiring Person does not include the Corporation or any employee
benefit plan of the Corporation or any of its Subsidiaries or any person holding
Common Stock of the Corporation for or pursuant to such plan. For the purpose of
determining who is an Acquiring Person, the percentage of the outstanding shares
of the Common Stock of which a person is a beneficial  owner shall be calculated
in accordance with Rule 13d-e of the Exchange Act.


           13. Adjustments Upon Changes in Capitalization,  etc. Notwithstanding
any other  provision of the Plan,  the Committee may at any time make or provide
for such  adjustments  to the Plan, to the number and class of shares  available
thereunder or to any outstanding options, restricted shares, or restricted units
as it shall deem  appropriate  to prevent  dilution  or  enlargement  of rights,
including  adjustments in the event of  distributions to holders of Common Stock
other than a normal cash dividend,  changes in the  outstanding  Common Stock by
reason   of   stock   dividends,    split-ups,    recapitalizations,    mergers,
consolidations,    combinations,    or   exchanges   of   shares,   separations,
reorganizations,  liquidations,  and the  like.  In the  event  of any  offer to
holders of Common Stock  generally  relating to the acquisition of their shares,
the  Committee  may make such  adjustment  as it deems  equitable  in respect of
outstanding options,  rights, and restricted units including in the CommitteeAEs
discretion revision of outstanding options, rights, and restricted units so that
they may be  exercisable  for or  payable  in the  consideration  payable in the
acquisition  transaction.  Any  such  determination  by the  Committee  shall be
conclusive.  No  adjustment  shall be made in the minimum  number of shares with
respect to which an option may be exercised at any time. Any  fractional  shares
resulting  from  such  adjustments  to  options,   rights,  limited  rights,  or
restricted units shall be eliminated.


           14.  Effective  Date.  The Plan as  theretofore  amended shall become
effective as of Decembera16,  1991,  provided that the Plan shall be approved by
the Corporation's  stockholders on or before  December 15,  1992. The Committee
may, in its  discretion,  grant awards under the Plan, the grant,  exercise,  or
payment of which  shall be  expressly  subject to the  conditions  that,  to the
extent required at the time of grant, exercise, or payment,


                    a.   the shares of Common Stock covered by such awards shall
                         be Duly Listed, upon official notice of issuance, and


                    b.   if the Corporation  deems it necessary or desirable,  a
                         Registration Statement under the Securities Act of 1933
                         with respect to such shares shall be effective.


           15.  Termination  and  Amendment.  The  Board  of  Directors  of  the
Corporation may suspend, terminate,  modify, or amend the Plan, provided that if
any such amendment requires  shareholder approval to meet the requirement of the
then applicable  rules under  Section 16(b)  of the Exchange Act, such amendment
shall be subject to the approval of the Corporation's stockholders. If the Plan
is terminated,  the terms of the Plan shall,  notwithstanding  such termination,
continue to apply to awards granted prior to such termination.  In addition,  no
suspension, termination, modification, or amendment of the Plan may, without the
consent of the Employee or Eligible  Director to whom an award shall theretofore
have been  granted,  adversely  affect the rights of such  Employee  or Eligible
Director under such award.


           16. Written  Agreements.  Each award of options,  rights,  restricted
shares, or restricted units shall be evidenced by a written agreement,  executed
by the Participant and the Corporation,  which shall contain such  restrictions,
terms and conditions as the Committee may require.


           17. Effect on Other Stock Plans.  The adoption of the Plan shall have
no effect on awards made, or to be made,  pursuant to other stock plans covering
Employees or Eligible Directors of the Corporation or any successors thereto.


                                                            Exhibit 4.10





                                 FIRST AMENDMENT
                                       TO
                        LITTELFUSE RIGHTS PLAN AGREEMENT


         THIS  FIRST  AMENDMENT  is made and  entered  into as of the 1st day of
August,   1996,  by  and  between  LITTELFUSE,   INC.,  a  Delaware  corporation
(hereinafter referred to as the "Company"), and LASALLE NATIONAL BANK, as Rights
Agent (hereinafter referred to as the "Rights Agent");

                              W I T N E S S E T H:


         WHEREAS, the Company and the Rights Agent have heretofore executed that
certain  Littelfuse  Rights  Plan  Agreement  dated  as  of  December  15,  1995
(hereinafter referred to as the "Rights Plan"); and


         WHEREAS, the Company and the Rights Agent wish to amend the Rights Plan
in certain respects, all in accordance with the terms and provisions hereof;


         NOW,  THEREFORE,  in  consideration  of the premises and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged and confessed, the parties hereto hereby agree as follows:


         1. The definition of "Acquiring Person" contained in the Rights Plan is
hereby amended by adding the following language to the end of the first sentence
of Section 1(a) of the Rights Plan:


                  ; provided,  however,  that for purposes of  calculating  said
                  15%, there shall be included in the number of Common Shares of
                  the Company then  outstanding  the number of Common  Shares of
                  the  Company  into  which  the then  outstanding  Warrants  to
                  purchase  Common Shares of the Company issued pursuant to that
                  certain Warrant Agreement dated December 20, 1991, between the
                  Company and LaSalle  National  Trust,  N.A., as Warrant Agent,
                  are then exercisable.


         2. Except as  specifically  amended hereby the Rights Plan shall remain
unchanged and continue in full force and effect.


         IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this First
Amendment to Littelfuse Rights Plan Agreement as of the day and year first above
written.

                                              LITTELFUSE, INC.




                                              By
                                              Its_________________________
                                       LASALLE NATIONAL BANK, as Rights Agent



                                              By
                                              Its________________________

CERTIFICATE OF ADJUSTMENT FILED WITH LASALLE NATIONAL BANK AS (i) RIGHTS AGENT UNDER THAT CERTAIN LITTELFUSE RIGHTS PLAN AGREEMENT (THE "RIGHTS PLAN") DATED AS OF DECEMBER 15, 1995, BETWEEN LITTELFUSE, INC. ("LITTELFUSE") AND LASALLE NATIONAL BANK, AS RIGHTS AGENT, AND (ii) AS THE TRANSFER AGENT FOR THE COMMON STOCK, $.01 PAR VALUE, OF LITTELFUSE On April 25, 1997, the Board of Directors of Littelfuse declared a stock dividend of one share of the Littelfuse common stock, $.01 par value per share (the "Common Stock"), on each issued and outstanding share of the Common Stock, which was paid and distributed on June 10, 1997, to those holders of record of the Common Stock at the close of business on May 20, 1997. Pursuant to Section 11(n) of the Rights Plan, on June 10, 1997, each Right under the Rights Plan shall entitle the holder thereof to purchase 1/200ths of a Preferred Share for a purchase price of $67.50. Each Right previously represented a right to purchase 1/100th of a Preferred Share for a purchase price of $135.00. This adjustment reflects said stock dividend. IN WITNESS WHEREOF, Littelfuse has caused this Certificate to be duly executed as of the 10th day of June, 1997. LITTELFUSE, INC. By Its________________________________


                                                                 Exhibit 10.6

                                                                REVISED 2/6/98


                 1993 STOCK PLAN FOR EMPLOYEES AND DIRECTORS OF
                                LITTELFUSE, INC.


     1. Purpose.  Littelfuse,  Inc. (the  "Corporation")  desires to attract and
retain  Employees and directors of outstanding  talent.  The 1993 Stock Plan for
Employees  and  Directors of  Littelfuse,  Inc.  (the "Plan")  affords  eligible
Employees and directors the opportunity to acquire proprietary  interests in the
Corporation  and thereby  encourages  their highest  levels of  performance  and
interest.


     2. Scope and Duration.


                    a.   Awards  under the Plan may be granted in the  following
                         forms:


                           (1)incentive   stock   options    ("incentive   stock
                  options"),  as provided in Section 422 of the Internal Revenue
                  Code of 1986, as amended (the "Code"), and non-qualified stock
                  options ("non-qualified  options"; the term "options" includes
                  incentive stock options and non-qualified options);


                    (2)shares of Common  Stock of the  Corporation  (the "Common
                         Stock")  which are  restricted as provided in paragraph
                         10. ("restricted shares"); or


                    (3)rights to  acquire  shares  of  Common  Stock  which  are
                         restricted  as provided in  paragraph  10.  ("units" or
                         "restricted units").


         Options may be accompanied by stock appreciation rights ("rights").


                  b. The maximum  aggregate  number of shares of Common Stock as
         to which awards of options,  restricted shares, units, or rights may be
         made  from  time to time  under the Plan is  1,200,000  shares.  Shares
         issued  pursuant to this Plan may be in whole or in part,  as the Board
         of Directors of the Corporation  (the "Board of Directors")  shall from
         time to time determine, authorized but unissued shares or issued shares
         reacquired by the Corporation. If for any reason any shares as to which
         an option has been granted  cease to be subject to purchase  thereunder
         or any  restricted  shares or  restricted  units are  forfeited  to the
         Corporation,   or  to  the  extent  that  any  awards  under  the  Plan
         denominated  in  shares  or units  are paid or  settled  in cash or are
         surrendered upon the exercise of an option, then (unless the Plan shall
         have been terminated) such shares or units, and any shares  surrendered
         to the  Corporation  upon such  exercise,  shall become  available  for
         subsequent  awards  under  the Plan;  provided,  however,  that  shares
         surrendered by the Corporation  upon the exercise of an incentive stock
         option and shares subject to an incentive stock option surrendered upon
         the exercise of a right shall not be available for subsequent  award of
         additional stock options under the Plan.


                  c. No incentive stock option shall be granted  hereunder after
                     February 11, 2003.


            3.    Administration.


                  a.  The  Plan  shall  be  administered  by  the  Stock  Option
         Committee  or any  successor  thereto of the Board of  Directors of the
         Corporation or by such other  committee (the  "Committee")  as shall be
         determined  by the Board of Directors.  The Committee  shall consist of
         not less than two members of the Board of Directors, each of whom shall
         qualify  as  a  odisinterested   persono  to  administer  the  Plan  as
         contemplated by Rule 16b-3, as amended, or other applicable rules under
         Section 16(b) of the  Securities  Exchange Act of 1934, as amended (the
         "Exchange Act").


                  b. The  Committee  shall have  plenary  authority  in its sole
         discretion, subject to and not inconsistent with the express provisions
         of this Plan:


                    (1)  to grant  options,  to determine the purchase  price of
                         the Common Stock  covered by each  option,  the term of
                         each option, the persons to whom, and the time or times
                         at which,  options  shall be granted  and the number of
                         shares to be covered by each option;


                    (2)  to  designate  options as  incentive  stock  options or
                         non-qualified  options and to determine  which  options
                         shall be accompanied by rights;


                    (3)  to grant rights and to determine the purchase  price of
                         the  Common  Stock  covered  by each  right or  related
                         option,  the term of each right or related option,  the
                         Employees  and  Eligible  Directors  (as such terms are
                         defined below) to whom, and the time or times at which,
                         rights or  related  options  shall be  granted  and the
                         number of shares to be covered by each right or related
                         option;


                    (4)  to grant restricted  shares and restricted units and to
                         determine the term of the Restricted Period (as defined
                         in paragraph  10.) and other  conditions  applicable to
                         such shares or units,  the  Employees to whom,  and the
                         time or times at which, restricted shares or restricted
                         units  shall be  granted  and the  number  of shares or
                         units to be covered by each grant;


                    (5) to interpret the Plan;


                    (6)  to prescribe,  amend and rescind rules and  regulations
                         relating to the Plan;


                    (7)  to determine the terms and provisions of the option and
                         rights agreements (which need not be identical) and the
                         restricted share and restricted unit agreements  (which
                         need not be identical)  entered into in connection with
                         awards under the Plan;


and to make all other  determinations  deemed  necessary  or  advisable  for the
administration of the Plan.


                  Without  limiting  the  foregoing,  the  Committee  shall have
         plenary  authority  in  its  sole  discretion,   subject  to,  and  not
         inconsistent with, the express provisions of the Plan, to:


                    (1)  select    Participants    (as   defined    below)   for
                         participation in the Plan;


                    (2)  determine the timing, price, and amount of any grant or
                         award under the Plan to any Participant; and


                    (3)  either


                         (a)determine  the form in which  payment  of any  right
                    granted or awarded under the Plan will be made (i.e.,  cash,
                    securities, or any combination thereof), or


                         (b)approve  the election of the  Participant to receive
                    cash in whole or in part in  settlement of any right granted
                    or awarded under the Plan.


         As used in the Plan,  the  following  terms  shall  have the  following
         meanings:  the term  "Littelfuse  Officer" shall mean an officer (other
         than  an  assistant   officer)  of  the   Corporation  or  any  of  its
         Subsidiaries  and  any  other  person  who  may  be  designated  as any
         executive  officer by the Board of  Directors of the  Corporation;  the
         term  "Participant"  shall mean an Employee or Eligible  Director;  the
         term "Employee" shall mean a full-time, non-union, salaried employee of
         the  Corporation  or  any  of  its  Subsidiaries;  the  term  "Eligible
         Director"  shall  mean any  individual  who is a member of the Board of
         Directors  of  the  Corporation  who  is  not  then  an  Employee  or a
         beneficial  owner,  either  directly  or  indirectly,  of more than ten
         percent  (10%) of the  Common  Stock of the  Corporation;  and the term
         oSubsidiarieso  shall mean all  corporations  in which the  Corporation
         owns,  directly or  indirectly,  more than fifty  percent  (50%) of the
         total voting power of all classes of stock.


                                    (c)The Committee may delegate to one or more
                           of  its  members  or  to  one  or  more  agents  such
                           administrative  duties as it may deem advisable,  and
                           the  Committee or any person to whom it has delegated
                           duties as aforesaid may employ one or more persons to
                           render advice with respect to any  responsibility the
                           Committee  or such  person  may have  under the Plan;
                           provided,  that the  Committee  may not  delegate any
                           duties to a member of the Board of Directors  who, if
                           elected to serve on the Committee,  would not qualify
                           as a odisinterested persono to administer the Plan as
                           contemplated  by Rule  16b-3,  as  amended,  or other
                           applicable   rules  under  the   Exchange   Act.  The
                           Committee   may   employ   attorneys,    consultants,
                           accountants, or other persons, and the Committee, the
                           Corporation,  its Subsidiaries,  and their respective
                           officers and directors shall be entitled to rely upon
                           the  advice,  opinions  or  valuations  of  any  such
                           persons.  All actions  taken and all  interpretations
                           and  determinations  made  by the  Committee  in good
                           faith   shall  be   final   and   binding   upon  all
                           Participants,  the Corporation, its Subsidiaries, and
                           all other interested  persons.  No member or agent of
                           the  Committee  shall be  personally  liable  for any
                           action, determination, or interpretation made in good
                           faith  with  respect  to  the  Plan  or  awards  made
                           hereunder,   and  all   members  and  agents  of  the
                           Committee shall be fully protected by the Corporation
                           in  respect  of any such  action,  determination,  or
                           interpretation.


            4.    Eligibility; Factors to Be Considered in Making Awards.


                  a. Persons  eligible to participate in this Plan shall include
         all Employees of the Corporation and all Eligible Directors;  provided,
         however,  that  Eligible  Directors  shall only be  eligible to receive
         grants of options pursuant to subparagraph 4.e.


                  b. In  determining  the  Employees  to whom  awards  shall  be
         granted  and the number of shares or units to be covered by each award,
         the  Committee  shall take into  account the nature of the  Employee's
         duties,  his or her present and potential  contributions to the success
         of the Corporation or any of its Subsidiaries and such other factors as
         it shall deem relevant in connection with accomplishing the purposes of
         the Plan.


                  c. Awards may be granted singly, in combination,  or in tandem
         and may be made in combination or in tandem with or in replacement  of,
         or as  alternatives  to, awards or grants under any other employee plan
         maintained by the Corporation or any of its Subsidiaries. An award made
         in the form of a unit or a right may provide,  in the discretion of the
         Committee, for


                           (1)the  crediting  to the  account of, or the current
                  payment to, each  Employee  who has such an award of an amount
                  equal to the cash  dividends and stock  dividends  paid by the
                  Corporation upon one share of Common Stock for each restricted
                  unit or share of Common Stock  subject to a right  included in
                  such award ("Dividend Equivalents"), or


                           (2)the   deemed   reinvestment   of   such   Dividend
                  Equivalents  and stock  dividends  in shares of Common  Stock,
                  which  deemed  reinvestment  shall  be  deemed  to be  made in
                  accordance  with the provisions of paragraph 10., and credited
                  to the Employee's account ("Additional Deemed Shares").


         Such Additional Deemed Shares shall be subject to the same restrictions
         (including  but  not  limited  to  provisions  regarding   forfeitures)
         applicable with respect to the unit or right with respect to which such
         credit is made.  Dividend  Equivalents  not deemed  reinvested as stock
         dividends  shall not be subject  to  forfeiture,  and may bear  amounts
         equivalent  to  interest  or  cash   dividends  as  the  Committee  may
         determine.


                  d. The  Committee,  in its sole  discretion,  may  grant to an
         Employee  who has been  granted  an award  under  the Plan or any other
         employee plan maintained by the Corporation or any of its Subsidiaries,
         or  any   successor   thereto,   in  exchange  for  the  surrender  and
         cancellation of such award, a new award in the same or a different form
         and containing such terms, including, without limitation, a price which
         is different  (either  higher or lower) than any price  provided in the
         award  so  surrendered  and  cancelled,   as  the  Committee  may  deem
         appropriate.


                  e. Each Eligible  Director  shall be  automatically  granted a
         non-qualified  option to purchase  2,000 shares of Common Stock,  which
         option shall be granted on the effective date of the Plan  (hereinafter
         referred  to  as  the  "Initial   Eligible  Director  Stock  Options").
         Commencing  in 1995,  each  Eligible  Director  shall be  automatically
         granted a  non-qualified  option  to  purchase  2,200  shares of Common
         Stock,  and  commencing  in  1997,  each  Eligible  Director  shall  be
         automatically  granted a non-qualified  option to purchase 2,500 shares
         of Common Stock, which option shall be granted on the date of the first
         meeting of the Board of Directors  of the  Corporation  following  each
         annual  meeting of the  stockholders  of the  Corporation  (hereinafter
         sometimes  referred to as the "Annual Eligible  Director Stock Options"
         and  sometimes,  together  with the  Initial  Eligible  Director  Stock
         Options,  as the  'Eligible  Director  Stock  Options").  The number of
         Annual Eligible  Director Stock Options to be granted as of the date of
         any such  meeting of the Board of  Directors  shall be  proportionately
         adjusted   to   reflect   any   stock    splits,    stock    dividends,
         recapitalizations  or  similar  transactions  causing  an  increase  or
         decrease in the number of issued and outstanding shares of Common Stock
         which have  occurred  since the date of the most recent grant of Annual
         Eligible Director Stock Options. Any Eligible Director may waive his or
         her right to be granted Eligible  Director Stock Options.  In the event
         that the granting of any Annual  Eligible  Director Stock Options would
         cause the 1,200,000 share limitation  contained in Section 2.b.  hereof
         to be  exceeded  (after  taking  into  account  any waivers by Eligible
         Directors to accept some or all of the Annual  Eligible  Director Stock
         Options  to which he or she would  otherwise  be  entitled),  the total
         number of Annual  Eligible  Director  Stock  Options then to be granted
         shall be reduced to a number  which  would cause said  1,200,000  share
         limitation not to be exceeded and the amount of  non-qualified  options
         to be granted to each  Eligible  Director who has not waived his or her
         right to  receive  Annual  Eligible  Director  Stock  Options  shall be
         proportionately  reduced.  The  purchase  price  for the  Common  Stock
         covered by each Eligible Director Stock Option shall be the fair market
         value (as defined  below) of the Common  Stock on the date the Eligible
         Director Stock Option is granted, payable at the time and in the manner
         provided in Section 5.b.  below.  Each Eligible  Director  Stock Option
         granted to an Eligible  Director shall be exercisable as follows:  with
         respect to  twenty-percent  (20%) of the Common Stock  covered  thereby
         during the ten (10) year period  commencing  one (1) year following the
         date of grant;  with respect to an additional  twenty  percent (20%) of
         the  Common  Stock  covered  thereby  during  the ten (10) year  period
         commencing two (2) years  following the date of grant;  with respect to
         an additional  twenty percent (20%) of the Common Stock covered thereby
         during the ten (10) year period  commencing  three (3) years  following
         the date of grant;  with respect to an additional  twenty percent (20%)
         of the Common  Stock  covered  thereby  during the ten (10) year period
         commencing four (4) years following the date of grant; and with respect
         to the  remaining  twenty  percent  (20%) of the Common  Stock  covered
         thereby  during  the ten (10)  year  period  commencing  five (5) years
         following the date of grant. The foregoing  formula can only be amended
         to the extent  permitted by Rule 16b-3, as amended,  under the Exchange
         Act.


            5.    Option Price.


                  a. The  purchase  price of the  Common  Stock  covered by each
         option  awarded to an Employee  shall be determined  by the  Committee;
         provided,  however,  that in the case of incentive  stock options,  the
         purchase  price shall not be less than 100% of the fair market value of
         the Common  Stock on the date the option is granted.  Fair market value
         shall mean,


                           (1)if the Common  Stock is duly  listed on a national
                  securities   exchange  or  on  the  National   Association  of
                  Securities Dealers Automatic Quotation  System/National Market
                  System  ("NASDAQ")  ("Duly Listed"),  the closing price of the
                  Common Stock for the date on which the option is granted,  or,
                  if there are no sales on such date, on the next  preceding day
                  on which there were sales, or


                           (2)if the Common Stock is not Duly  Listed,  the fair
                  market  value of the  Common  Stock  for the date on which the
                  option is granted,  as  determined  by the  Committee  in good
                  faith.  Such price shall be subject to  adjustment as provided
                  in paragraph 13.


         The price so determined shall also be applicable in connection with the
exercise of any related right.


                  b. The  purchase  price of the shares as to which an option is
         exercised shall be paid in full at the time of exercise; payment may be
         made in cash, which may be paid by check or other instrument acceptable
         to the Corporation, or, if permitted by the Committee, in shares of the
         Common  Stock,  valued  at the  closing  price of the  Common  Stock as
         reported  on either a national  securities  exchange  or NASDAQ for the
         date of exercise,  or if there were no sales on such date,  on the next
         preceding day on which there were sales (or, if the Common Stock is not
         Duly  Listed,  the fair market value of the Common Stock on the date of
         exercise,  as  determined  by the  Committee  in good  faith),  or,  if
         permitted by the Committee and subject to such terms and  conditions as
         it may determine, by surrender of outstanding awards under the Plan. In
         addition,  the  Participant  shall pay any amount  necessary to satisfy
         applicable  federal,  state,  or local tax  requirements  promptly upon
         notification of the amount due. The Committee may permit such amount to
         be paid in shares of Common Stock  previously owned by the Participant,
         or a portion of the  shares of Common  Stock  that  otherwise  would be
         distributed  to such  Participant  upon  exercise of the  option,  or a
         combination of cash and shares of such Common Stock.


            6. Term of Options.  The term of each incentive stock option granted
under the Plan shall be such period of time as the  Committee  shall  determine,
but not  more  than  ten  years  from  the date of  grant,  subject  to  earlier
termination as provided in paragraphs 11. and 12. The term of each non-qualified
option  granted under the Plan to Employees  shall be such period of time as the
Committee  shall  determine,  subject  to earlier  termination  as  provided  in
paragraphs 11. and 12.


            7.    Exercise of Options.


                  a. Each option shall become exercisable,  in whole or in part,
         as the Committee shall determine; provided, however, that the Committee
         may also,  in its  discretion,  accelerate  the  exercisability  of any
         option in whole or in part at any time.


                  b. Subject to the provisions of the Plan and unless  otherwise
         provided  in the option  agreement,  an option  granted  under the Plan
         shall become  exercisable in full at the earliest of the ParticipantAEs
         death,  Eligible Retirement (as defined below), Total Disability,  or a
         Change in Control (as defined in  paragraph  12).  For purposes of this
         Plan, the term "Eligible Retirement" shall mean (1)athe date upon which
         an  Employee,  having  attained  an  age of not  less  than  sixty-two,
         terminates his employment with the  Corporation  and its  Subsidiaries,
         provided that such Employee has been employed by the Corporation or any
         of its  Subsidiaries or any corporation of which the Corporation or any
         of its Subsidiaries is the successor for a period of not less than five
         (5) years  prior to such  termination,  or  (2)athe  date upon which an
         Eligible Director,  having attained the age of not less than sixty-two,
         terminates his service as a director of the Corporation.


                  c. An  option  may be  exercised,  at any time or from time to
         time  (subject,  in the  case of an  incentive  stock  option,  to such
         restrictions  as may be  imposed  by the  Code),  as to any or all full
         shares  as to  which  the  option  has  become  exercisable;  provided,
         however, that an option may not be exercised at any one time as to less
         than 100  shares  or less  than the  number  of  shares as to which the
         option is then exercisable, if that number is less than 100 shares.


                  d. Subject to the provisions of paragraphs 11. and 12., in the
         case of incentive stock options, no option may be exercised at any time
         unless the holder thereof is then an Employee.


                  e.  Upon the  exercise  of an  option or  portion  thereof  in
         accordance  with the Plan,  the  option  agreement  and such  rules and
         regulations as may be established by the Committee,  the holder thereof
         shall  have the  rights of a  shareholder  with  respect  to the shares
         issued as a result of such exercise.


            8.    Award and Exercise of Rights.


                  a. A right may be awarded by the Committee in connection  with
         any  option  granted  under the Plan,  either at the time the option is
         granted or thereafter at any time prior to the exercise, termination or
         expiration of the option ("tandem right"), or separately ("freestanding
         right").  Each  tandem  right  shall be  subject  to the same terms and
         conditions as the related option and shall be  exercisable  only to the
         extent the option is  exercisable.  No right shall be  exercisable  for
         cash by a  Littelfuse  Officer  within six (6) months from the date the
         right is awarded (and then,  as to a tandem  right,  only to the extent
         the related  option is  exercisable)  or, if the exercise  price of the
         right is not fixed on the date of the award, within six (6) months from
         the date when the exercise price is so fixed, and in any case only when
         the Littelfuse  Officer's  election to receive cash in full or partial
         satisfaction  of  the  right,  as  well  as the  Littelfuse  Officer's
         exercise  of the right  for cash,  is made  during a  Quarterly  Window
         Period (as defined below); provided, that a right may be exercised by a
         Littelfuse  Officer for cash outside a Quarterly  Window  Period if the
         date of exercise is  automatic  or has been fixed in advance  under the
         Plan  and is  outside  the  Littelfuse  Officer's  control.  The  term
         "Quarterly  Window Period" shall mean the period beginning on the third
         business   day   following   the  date  of   release  of  each  of  the
         Corporation's  quarterly  and annual  summary  statements of sales and
         earnings and ending on the twelfth business day following such release;
         and the date of any such  release  shall  be  deemed  to be the date it
         either:


                    (1)  appears on a wire service,


                    (2)  appears on a financial news service,


                    (3)  appears in a newspaper of general circulation, or


                    (4)  is otherwise made publicly  available,  for example, by
                         press  releases  to  a  wire  service,  financial  news
                         service, or newspapers or general circulation.


                  b. A  right  shall  entitle  the  Employee  upon  exercise  in
         accordance with its terms  (subject,  in the case of a tandem right, to
         the  surrender  unexercised  of the  related  option or any  portion or
         portions  thereof  which the Employee  from time to time  determines to
         surrender  for this purpose) to receive,  subject to the  provisions of
         the Plan and such  rules  and  regulations  as from time to time may be
         established by the Committee, a payment having an aggregate value equal
         to the product of


                           (1)the excess of


                    (a)  the fair market value on the exercise date of one share
                         of Common Stock over


                    (b)  the exercise  price per share,  in the case of a tandem
                         right, or the price per share specified in the terms of
                         the  right,  in  the  case  of  a  freestanding  right,
                         multiplied by


                         (2) the  number of  shares  with  respect  to which the
                    right shall have been exercised.

                         The  payment  may be made  only  in  cash,  subject  to
                    subparagraph 8.a. hereof.


                  c. The exercise price per share  specified in a right shall be
         as determined by the Committee,  provided that, in the case of a tandem
         right  accompanying an incentive stock option, the exercise price shall
         be not less than fair market value of the Common Stock  subject to such
         option on the date of grant.


                  d. If upon the  exercise of a right the Employee is to receive
         a portion  of the  payment  in shares of Common  Stock,  the  number of
         shares shall be  determined by dividing such portion by the fair market
         value of a share on the exercise  date.  The number of shares  received
         may not exceed  the  number of shares  covered by any option or portion
         thereof surrendered. Cash will be paid in lieu of any fractional share.


                  e. No payment will be required  from an Employee upon exercise
         of a right,  except  that any amount  necessary  to satisfy  applicable
         federal,  state,  or local tax  requirements  shall be withheld or paid
         promptly by the Employee upon  notification of the amount due and prior
         to or concurrently with delivery of cash or a certificate  representing
         shares.  The  Committee  may permit such amount to be paid in shares of
         Common  Stock  previously  owned by the  Employee,  or a portion of the
         shares of Common  Stock that  otherwise  would be  distributed  to such
         Employee  upon  exercise  of the right,  or a  combination  of cash and
         shares of such Common Stock.


                  f. The fair  market  value of a share  shall mean the  closing
         price of the Common  Stock as reported on either a national  securities
         exchange or NASDAQ for the date of  exercise,  or if there are no sales
         on such date,  on the next  preceding  day on which  there were  sales;
         provided,  however,  that  in the  case of  rights  that  relate  to an
         incentive  stock  option,  the  Committee  may  prescribe,  by rules of
         general  application,  such other  measure of fair market  value as the
         Committee  may in its  discretion  determine  but not in  excess of the
         maximum amount that would be permissible  under Section 422 of the Code
         without disqualifying such option under Section 422.


                  g.  Upon  exercise  of a tandem  right,  the  number of shares
         subject to exercise  under the related  option shall  automatically  be
         reduced  by the number of shares  represented  by the option or portion
         thereof surrendered.


                  h. A right  related to an  incentive  stock option may only be
         exercised  if the fair market  value of a share of Common  Stock on the
         exercise date exceeds the option price.


                    9.   Non-Transferability  of  Options,  Rights,  and  Units;
                         Holding  Periods for  Littelfuse  Officers and Eligible
                         Directors.


                  a. Options, rights, and units granted under the Plan shall not
         be transferable  by the grantee  thereof  otherwise than by will or the
         laws of descent and distribution; provided, however, that


          (1)  the  designation  of a  beneficiary  by a  Participant  shall not
               constitute a transfer, and


          (2)  options and rights may be  exercised  during the  lifetime of the
               Participant  only by the  Participant  or,  unless such  exercise
               would  disqualify an option as an incentive stock option,  by the
               Participant's guardian or legal representative.


          b. Notwithstanding anything contained in the Plan to the contrary,


                           (1)any shares of Common Stock awarded  hereunder to a
                  Littelfuse  Officer may not be  transferred or disposed of for
                  at least six (6) months from the date of award thereof,


                           (2)any option,  right, or unit awarded hereunder to a
                  Littelfuse  Officer  or  Eligible  Director,  or the shares of
                  Common  Stock  into  which any such  option,  right or unit is
                  exercised or converted,  may not be transferred or disposed of
                  for at least six (6) months  following the date of acquisition
                  by the Littelfuse Officer or Eligible Director of such option,
                  right, or unit, and


                    (3) the  Committee  shall take no action  whose effect would
               cause  a  Littelfuse  Officer  or  Eligible  Director  to  be  in
               violation of clause (1) or (2) above.


                  c.  Notwithstanding  the foregoing and anything else contained
         in the Plan to the contrary,  up to 25% of the number of  non-qualified
         options (said  percentage  to be calculated  using as the nominator the
         sum of the amountaof outstanding and unexercised  non-qualified options
         proposed to be  transferred  plus the number of  non-qualified  options
         previously  transferred  by said  Participant  within the previous four
         years  and  using  as  the   denominator   the   aggregate   number  of
         non-qualified  options granted to said Participant  within the previous
         four  years)  may  be  transferred  (but  only  on a gift  basis)  by a
         Participant to an immediate family member of the Participant or a trust
         which has as beneficiaries at the time of transfer only the Participant
         and/or immediate family members of the Participant. As used herein, the
         term   oimmediate   family  memberso  shall  mean  the  spouse  of  the
         Participant,   children   of  the   Participant   and  their   spouses,
         grandchildren    of   the    Participant    and   their   spouses   and
         great-grandchildren  of the Participant and their spouses  (hereinafter
         referred to as a "Permitted Transferee"). All transferred non-qualified
         options shall remain  subject to all of the  provisions of the Plan and
         any agreement  between the Participant  and the Corporation  pertaining
         thereto,  including,  without limitation, all vesting,  termination and
         forfeiture  provisions,  and the rights and obligations of a transferee
         with respect to a  non-qualified  option  transferred  thereto shall be
         determined  pursuant  to  the  provisions  of the  Plan  and  any  such
         agreement  as if the  Participant  remained the holder  thereof.  In no
         event shall any  transferee  of a transferred  non-qualified  option be
         entitled to transfer such  non-qualified  option except pursuant to the
         laws of descent and distribution. Any transfer of non-qualified options
         made  pursuant to this  subsection  (c) must be made  pursuant to legal
         documentation  provided by the Corporation,  which legal  documentation
         may  contain  such  terms and  conditions  as the  Corporation,  in its
         discretion,  deems appropriate, and shall be subject to verification by
         the Corporation or its legal counsel that the proposed  transferee is a
         Permitted Transferee.  Notwithstanding the foregoing, the Committee, in
         its  absolute  discretion,   may  restrict  or  deny  the  transfer  of
         non-qualified  options  with respect to one or more  Participants.  The
         provisions  of this  subsection  (c) shall be deemed  to  override  and
         control over any provisions in any Non-Qualified Stock Option Agreement
         between the Corporation and a Participant which is dated before January
         1, 1998,  to the extent such  provisions  would not allow a transfer of
         non-qualified  options  pursuant to the  provisions of this  subsection
         (c).


           10.    Award and Delivery of Restricted Shares or Restricted Units.


                  a. At the time an award of  restricted  shares  or  restricted
         units is made,  the  Committee  shall  establish  a period of time (the
         "Restricted Period") applicable to such award. Each award of restricted
         shares or restricted units may have a different  Restricted Period. The
         Committee  may, in its sole  discretion,  at the time an award is made,
         prescribe  conditions for the incremental lapse of restrictions  during
         the Restricted  Period and for the lapse or termination of restrictions
         upon the  satisfaction of other conditions in addition to or other than
         the  expiration  of the  Restricted  Period with  respect to all or any
         portion  of the  restricted  shares or  restricted  units.  Subject  to
         paragraph 9., the Committee may also, in its sole  discretion  shorten,
         or terminate the  Restricted  Period,  or waive any  conditions for the
         lapse or termination of restrictions with respect to all or any portion
         of the  restricted  shares or  restricted  units.  Notwithstanding  the
         foregoing but subject to paragraph 9., all restrictions  shall lapse or
         terminate  with respect to all  restricted  shares or restricted  units
         upon the earliest to occur of an  Employee's  Eligible  Retirement,  a
         Change in Control, death, or Total Disability.


                  b. (1) Unless such shares are issued as uncertificated  shares
         pursuant  to  subparagraph   10.b.(2)(a)  below,  a  stock  certificate
         representing  the number of  restricted  shares  granted to an Employee
         shall  be  registered  in the  Employee's  name  but  shall be held in
         custody by the  Corporation  or an agent  therefor for the  Employee's
         account. The Employee shall generally have the rights and privileges of
         a shareholder as to such restricted shares, including the right to vote
         such  restricted  shares,  except that,  subject to the  provisions  of
         paragraphs 11. and 12., the following restrictions shall apply:


                           (a)the  Employee shall not be entitled to delivery of
                  the  certificate  until the  expiration or  termination of the
                  Restricted Period and the satisfaction of any other conditions
                  prescribed by the Committee;


                           (b)none  of  the  restricted   shares  may  be  sold,
                  transferred,  assigned,  pledged,  or otherwise  encumbered or
                  disposed  of  during  the  Restricted  Period  and  until  the
                  satisfaction  of  any  other  conditions   prescribed  by  the
                  Committee; and


                           (c)all of the  restricted  shares  shall be forfeited
                  and all rights of the Employee to such restricted shares shall
                  terminate  without  further  obligation  on  the  part  of the
                  Corporation unless the Employee has remained an Employee until
                  the expiration or termination of the Restricted Period and the
                  satisfaction  of  any  other  conditions   prescribed  by  the
                  Committee   applicable  to  such  restricted  shares.  At  the
                  discretion of the Committee,


                                    (i)cash and stock  dividends with respect to
                           the restricted shares may be either currently paid or
                           withheld  by  the  Corporation  for  the  EmployeeAEs
                           account,  and  interest  may be paid on the amount of
                           cash dividends withheld at a rate and subject to such
                           terms as determined by the Committee, or


                                    (ii)the  Committee may require that all cash
                           dividends  be applied to the  purchase of  additional
                           shares of Common Stock,  and such  purchased  shares,
                           together  with any stock  dividends  related  to such
                           restricted  shares (such  purchased  shares and stock
                           dividends  are hereafter  referred to as  "Additional
                           Restricted  Shares")  shall be treated as  Additional
                           Shares,  subject to  forfeiture on the same terms and
                           conditions  as the original  grant of the  restricted
                           shares to the Employee.


          (2)  The purchase of any such  Additional  Restricted  Shares shall be
               made either


                           (a)through a dividend  reinvestment  plan that may be
                  established   by   the   Corporation   which   satisfies   the
                  requirements  of Rule 16b-2 under the  Exchange  Act, in which
                  event  the  price of such  shares  so  purchased  through  the
                  reinvestment of dividends shall be as determined in accordance
                  with the  provisions  of that  plan  and no stock  certificate
                  representing such Additional Restricted Shares shall be in the
                  Employee's name, or


                    (b)in  accordance  with  such  alternative  procedure  as is
               determined  by the  Committee  in which  event  the price of such
               purchased shares shall be


                                    (i)if the Common Stock is Duly  Listed,  the
                           closing  price of the  Common  Stock as  reported  on
                           either a national  securities  exchange or NASDAQ for
                           the date on which such  purchase is made, or if there
                           were no sales on such date, the next preceding day on
                           which there were sales, or


                                    (ii)if the Common  Stock is not Duly Listed,
                           the fair  market  value of the  Common  Stock for the
                           date on which such purchase is made, as determined by
                           the  Committee  in good faith.  In the event that the
                           Committee  shall not require  reinvestment,  cash, or
                           stock  dividends so withheld by the  Committee  shall
                           not be subject to forfeiture.  Upon the forfeiture of
                           any  restricted   shares  (including  any  Additional
                           Restricted  Shares),  such forfeited  shares shall be
                           transferred to the Corporation without further action
                           by the  Employee.  The  Employee  shall have the same
                           rights  and  privileges,  and be  subject to the same
                           restrictions,  with  respect to any  shares  received
                           pursuant to paragraph 13.


                  c. Upon the expiration or termination of the Restricted Period
         and  the  satisfaction  of  any  other  conditions  prescribed  by  the
         Committee or at such earlier time as provided for in paragraphs 11. and
         12., the restrictions  applicable to the restricted  shares  (including
         Additional  Restricted  Shares) shall lapse and a stock certificate for
         the number of restricted  shares  (including any Additional  Restricted
         Shares)  with  respect to which the  restrictions  have lapsed shall be
         delivered,  free of all  such  restrictions,  except  any  that  may be
         imposed by law,  to the  Employee  or the  Employee's  beneficiary  or
         estate,  as the case may be. The  Corporation  shall not be required to
         deliver  any  fractional  share of Common  Stock but will pay,  in lieu
         thereof,  the  fair  market  value  (determined  as  of  the  date  the
         restrictions  lapse) of such  fractional  share to the  Employee or the
         Employee's  beneficiary or estate, as the case may be. No payment will
         be  required  from the  Employee  upon the  issuance or delivery of any
         restricted  shares,   except  that  any  amount  necessary  to  satisfy
         applicable federal,  state, or local tax requirements shall be withheld
         or paid  promptly upon  notification  of the amount due and prior to or
         concurrently   with  the   issuance  or   delivery  of  a   certificate
         representing  such shares.  The  Committee may permit such amount to be
         paid in shares of Common Stock previously  owned by the Employee,  or a
         portion  of  the  shares  of  Common  Stock  that  otherwise  would  be
         distributed  to  such  Employee  upon  the  lapse  of the  restrictions
         applicable  to the  restricted  shares,  or a  combination  of cash and
         shares of such Common Stock.


                  d. In the case of an award of restricted  units,  no shares of
         Common  Stock  shall be issued  at the time the award is made,  and the
         Corporation  shall not be  required to set aside a fund for the payment
         of any such award.

                  e. (1) Upon the  expiration or  termination  of the Restricted
         Period and the satisfaction of any other  conditions  prescribed by the
         Committee  or at such earlier  time as provided in  paragraphs  11. and
         12., the  Corporation  shall deliver to the Employee or the Employee's
         beneficiary  or estate,  as the case may be, one share of Common  Stock
         for each  restricted unit with respect to which the  restrictions  have
         lapsed ("vested unit").


                           (2) In addition,  if the  Committee  has not required
         the  deemed  reinvestment  of such  Dividend  Equivalents  pursuant  to
         paragraph  4.,  at such  time  the  Corporation  shall  deliver  to the
         Employee  cash equal to any  Dividend  Equivalents  or stock  dividends
         credited  with  respect  to each such  vested  unit and,  to the extent
         determined by the Committee,  the interest  thereupon.  However, if the
         Committee has required such deemed reinvestment in connection with such
         restricted  unit, in addition to the stock  represented  by such vested
         unit,  the  Corporation  shall deliver the number of Additional  Deemed
         Shares credited to the Employee with respect to such vested unit.


                           (3) Notwithstanding the foregoing, the Committee may,
         in its sole discretion,  elect to pay cash or part cash and part Common
         Stock in lieu of delivering  only Common Stock for the vested units and
         related  Additional Deemed Shares. If a cash payment is made in lieu of
         delivering Common Stock, the amount of such cash payment shall be equal
         to


                           (a)if the Common  Stock is Duly  Listed,  the closing
                  price of the  Common  Stock as  reported  on either a national
                  securities  exchange  or  NASDAQ  for the  date on  which  the
                  Restricted  Period lapsed with respect to such vested unit and
                  related  Additional  Deemed  Shares (the "Lapse  Date") or, if
                  there are no sales on such date, on the next  preceding day on
                  which there were sales, or


                    (b)if the Common Stock is not Duly  Listed,  the fair market
               value of the Common Stock for the Lapse Date,  as  determined  by
               the Committee in good faith.


                  f. No payment  will be  required  from the  Employee  upon the
         award of any restricted units, the crediting or payment of any Dividend
         Equivalents  or  Additional  Deemed  Shares,  or the delivery of Common
         Stock or the  payment of cash in respect of vested  units,  except that
         any amount necessary to satisfy applicable federal, state, or local tax
         requirements  shall be withheld or paid promptly upon  notification  of
         the amount  due.  The  Committee  may permit  such amount to be paid in
         shares of Common Stock previously  owned by the Employee,  or a portion
         of the shares of Common Stock that  otherwise  would be  distributed to
         such Employee in respect of vested units and Additional  Deemed Shares,
         or a combination of cash and shares of such Common Stock.


                  g. In addition,  the  Committee  shall have the right,  in its
         absolute  discretion,   upon  the  vesting  of  any  restricted  shares
         (including   Additional   Restricted   Shares)  and  restricted   units
         (including  Additional Deemed Shares) to award cash compensation to the
         Employee  for the purpose of aiding the  Employee in the payment of any
         and all federal,  state,  and local income taxes payable as a result of
         such  vesting,  if  the  performance  of  the  Corporation  during  the
         Restricted Period meets such criteria as then or theretofore determined
         by the Committee.


           11.  Termination  of  Employment  or  Service.  In the event that the
employment  of an Employee or the service as a director of an Eligible  Director
to whom an option or right has been granted  under the Plan shall be  terminated
for any reason  other than as set forth in paragraph  12.,  such option or right
may, subject to the provisions of the Plan, be exercised (but only to the extent
that  the  Employee  or an  Eligible  Director  was  entitled  to  do so at  the
termination of his  employment or service as a director,  as the case may be) at
any time within  three (3) months after such  termination,  but in no case later
than the date on which the option or right terminates.


         Unless  otherwise  determined by the Committee,  if an Employee to whom
restricted  shares  or  restricted  units  have  been  granted  ceases  to be an
Employee,  for any reason other than as set forth in paragraph 12., prior to the
end of the  Restricted  Period  and the  satisfaction  of any  other  conditions
prescribed  by  the  Committee,  the  Employee  shall  immediately  forfeit  all
restricted  shares and restricted  units,  including all  Additional  Restricted
Shares or Additional Deemed Shares related thereto.


         Any option,  right,  restricted share or restricted unit agreement,  or
any rules and  regulations  relating to the Plan, may contain such provisions as
the Committee  shall  approve with  reference to the  determination  of the date
employment  terminates  and the effect of leaves of absence.  Any such rules and
regulations  with reference to any option agreement shall be consistent with the
provisions  of the Code and any  applicable  rules and  regulations  thereunder.
Nothing in the Plan or in any award  granted  pursuant to the Plan shall  confer
upon any  Participant  any right to  continue  in the  employ or  service of the
Corporation or any of its Subsidiaries or interfere in any way with the right of
the  Corporation or its  Subsidiaries to terminate such employment or service at
any time.


           12. Eligible  Retirement,  Death, or Total  Disability of Employee or
Eligible  Director,  Change in Control.  If any Employee or Eligible Director to
whom an option,  right,  restricted  share,  or restricted unit has been granted
under the Plan  shall die or suffer a Total  Disability  while  employed  by the
Corporation or in the service of the Corporation as a director,  if any Employee
terminates his employment or any Eligible  Director  terminates his service as a
director  pursuant to an Eligible  Retirement,  or if a Change in Control should
occur,  such  option or right may be  exercised  as set  forth  herein,  or such
restricted  shares or restricted  unit shall be deemed to be vested,  whether or
not the Participant was otherwise  entitled at such time to exercise such option
or  right,  or be  treated  as  vested  in such  share or unit.  Subject  to the
restrictions  otherwise  set forth in the Plan,  such  option or right  shall be
exercisable by the Participant,  a legatee or legatees of the Participant  under
the ParticipantAEs last will, or by the ParticipantAEs personal  representatives
or distributees, whichever is applicable, at the earlier of


          a.   the date on which the option or right  terminates  in  accordance
               with the term of grant, or


          b.   any time prior to the  expiration  of three (3) months  after the
               date of such Participant's Eligible Retirement,  his termination
               due  to  total  disability,  or the  occurrence  of a  Change  in
               Control,   or,   if   applicable,   within   one   year  of  such
               Participant's death.


For  purposes  of this  paragraph  12.,  "Total  Disability"  is  defined as the
permanent  inability of a Participant,  as a result of accident or sickness,  to
perform  any and every duty  pertaining  to such  Participant's  occupation  or
employment for which the  Participant is suited by reason of the  Participant's
previous training, education, and experience.


         A "Change in Control" shall be deemed to have occurred upon


                  a.   a   business   combination,   including   a   merger   or
         consolidation,   of  the  Corporation  and  the   shareholders  of  the
         Corporation  prior to the combination do not continue to own,  directly
         or indirectly,  more than fifty-one  percent (51%) of the equity of the
         combined entity;


                  b. a  sale,  transfer,  or  other  disposition  in one or more
         transactions  (other than in  transactions  in the  ordinary  course of
         business  or in the  nature of a  financing)  of the  assets or earning
         power  aggregating more than forty-five  percent (45%) of the assets or
         operating  revenues of the  Corporation  to any person or affiliated or
         associated  group of persons (as defined by Rule 12b-2 of the  Exchange
         Act in effect as of the date hereof);


                  c.       the liquidation of the Corporation;


                  d. one or more transactions which result in the acquisition by
         any person or associated  group of persons (other than the Corporation,
         any employee  benefit  plan whose  beneficiaries  are  Employees of the
         Corporation or any of its  Subsidiaries,  or TCW Special Credits or any
         of its  affiliates)  of the  beneficial  ownership  (as defined in Rule
         13d-3 of the  Exchange  Act, in effect as of the date  hereof) of forty
         percent  (40%)  or  more  of  the  Common  Stock  of  the  Corporation,
         securities  representing  forty  percent  (40%) or more of the combined
         voting  power  of  the  voting  securities  of  the  Corporation  which
         affiliated  persons  owned less than forty  percent (40%) prior to such
         transaction or transactions; or


                  e. the  election  or  appointment,  within a twelve (12) month
         period,  of any person or  affiliated or  associated  group,  or its or
         their nominees, to the Board of Directors of the Corporation, such that
         such  persons or  nominees,  when  elected or  appointed,  constitute a
         majority  of the  Board  of  Directors  of the  Corporation  and  whose
         appointment or election was not approved by a majority of those persons
         who were directors at the beginning of such period or whose election or
         appointment was made at the request of an Acquiring Person.


         An  "Acquiring  Person" is any person who, or which,  together with all
affiliates  or  associates  of such person,  is the  beneficial  owner of twenty
percent (20%) or more of the Common Stock of the Corporation  then  outstanding,
except that an Acquiring Person does not include the Corporation or any employee
benefit plan of the Corporation or any of its Subsidiaries or any person holding
Common Stock of the Corporation for or pursuant to such plan. For the purpose of
determining who is an Acquiring Person, the percentage of the outstanding shares
of the Common Stock of which a person is a beneficial  owner shall be calculated
in accordance with Rule 13d-e of the Exchange Act.


           13. Adjustments Upon Changes in Capitalization,  etc. Notwithstanding
any other  provision of the Plan,  the Committee may at any time make or provide
for such  adjustments  to the Plan, to the number and class of shares  available
thereunder or to any outstanding options, restricted shares, or restricted units
as it shall deem  appropriate  to prevent  dilution  or  enlargement  of rights,
including  adjustments in the event of  distributions to holders of Common Stock
other than a normal cash dividend,  changes in the  outstanding  Common Stock by
reason   of   stock   dividends,    split-ups,    recapitalizations,    mergers,
consolidations,    combinations,    or   exchanges   of   shares,   separations,
reorganizations,  liquidations,  and the  like.  In the  event  of any  offer to
holders of Common Stock  generally  relating to the acquisition of their shares,
the  Committee  may make such  adjustment  as it deems  equitable  in respect of
outstanding options,  rights, and restricted units including in the CommitteeAEs
discretion revision of outstanding options, rights, and restricted units so that
they may be  exercisable  for or  payable  in the  consideration  payable in the
acquisition  transaction.  Any  such  determination  by the  Committee  shall be
conclusive.  No  adjustment  shall be made in the minimum  number of shares with
respect to which an option may be exercised at any time. Any  fractional  shares
resulting  from  such  adjustments  to  options,   rights,  limited  rights,  or
restricted units shall be eliminated.


           14.  Effective  Date.  The Plan as  theretofore  amended shall become
effective as of February 12, 1993,  provided  that the Plan shall be approved by
the  Corporation's  stockholders  on or before February 11, 1994. The Committee
may, in its  discretion,  grant awards under the Plan, the grant,  exercise,  or
payment of which  shall be  expressly  subject to the  conditions  that,  to the
extent required at the time of grant, exercise, or payment,


          a.   the shares of Common  Stock  covered by such awards shall be Duly
               Listed, upon official notice of issuance, and


          b.   if  the   Corporation   deems  it  necessary  or   desirable,   a
               Registration  Statement  under  the  Securities  Act of 1933 with
               respect to such shares shall be effective.


           15.  Termination  and  Amendment.  The  Board  of  Directors  of  the
Corporation may suspend, terminate,  modify, or amend the Plan, provided that if
any such amendment requires  shareholder approval to meet the requirement of the
then  applicable  rules under Section 16(b) of the Exchange Act, such  amendment
shall be subject to the approval of the Corporation's stockholders. If the Plan
is terminated,  the terms of the Plan shall,  notwithstanding  such termination,
continue to apply to awards granted prior to such termination.  In addition,  no
suspension, termination, modification, or amendment of the Plan may, without the
consent of the Employee or Eligible  Director to whom an award shall theretofore
have been  granted,  adversely  affect the rights of such  Employee  or Eligible
Director under such award.


           16. Written  Agreements.  Each award of options,  rights,  restricted
shares, or restricted units shall be evidenced by a written agreement,  executed
by the Participant and the Corporation,  which shall contain such  restrictions,
terms and conditions as the Committee may require.


           17. Effect on Other Stock Plans.  The adoption of the Plan shall have
no effect on awards made, or to be made,  pursuant to other stock plans covering
Employees or Eligible Directors of the Corporation or any successors thereto.



                                                            Exhibit 13.1





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 January 3, 1998.


Highlights

The engine of our sales growth in 1997 again was electronics.  Electronics sales
increased  20% in US dollars and 22 % in constant  currency.  Over the last five
years,  electronics  sales  have  grown  at a  compounded  annual  rate  of 15%.
Automotive  sales  in  1997  increased  9% in US  dollars  and  13% in  constant
currency.  Europe's automotive sales were very strong in local currencies.  Over
the last five years,  automotive sales have grown at a compounded annual rate of
12%.  Power fuse sales in 1997  increased  8% both in US dollars and in constant
currency.  Over the last five years, power fuse sales have grown at a compounded
annual rate of 10%. The  company's  focus on  international  sales and marketing
produced  significant  results in 1997 as sales  outside  North America grew 20%
compared to 11% sales growth in North America.

Sales  increased 14 percent during 1997 compared to 1996.  Operating  income for
1997 increased 16 percent compared to the prior year and net income increased by
17 percent.  Earnings before  interest,  taxes,  depreciation  and  amortization
(EBITDA)  increased 10 percent in 1997  compared to the prior year.  The company
repurchased  210,000  warrants  and 205,000  shares of its common stock for $8.6
million during the year and our debt decreased $4.0 million. The company reduced
its total  debt to equity  ratio to .40 to 1 at the end of 1997 from .50 to 1 at
the end of 1996.

The  company  made  significant  new  product  introductions  and  international
facility  expansions  during  1997.  In the spring,  we  introduced  a new alarm
indicating  fuse for use in the  electronics  industry and a new JCASE cartridge
style fuse for 20 to 60 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  downsized  SMD  entry  into  the  conductive  polymeric
resettable market.

The company  also made  significant  investments  for the future,  completing  a
facility  addition  in  Switzerland  for  molding  equipment  and auto MAXI fuse
production and substantially completing a small facility addition in Des Plaines
to increase thin-film production  capacity.  The company also made a significant
investment  in equipment and tooling to add capacity for auto MINI fuses and for
electronic PICO fuses and to support our new electronic surface mount resettable
PTC device production.



Results of Operations
1997 Compared with 1996
Littelfuse  had record  sales and earnings for the sixth  straight  year.  Sales
increased 14 percent to $275.2  million in 1997 from $241.4 million in 1996. The
gross margin was 40.4% compared to 40.7% the prior year and operating income was
15.9% of net sales  compared to 15.6% the prior year.  EBITDA was $65.1  million
compared to $59.4 million in 1996. As a result, the company during 1997 was able
to invest $18.9 million in capital  improvements  and to repurchase $8.6 million
of its warrants and common stock, while decreasing its debt $4.0 million.

Sales increased $33.8 million during 1997. The sales growth was strongest in the
electronics  segment,  followed by automotive and power fuses.  Electronic sales
increased  $22.7  million or 20 percent to $135.3  million in 1997  compared  to
$112.7  million in 1996.  The  electronics  business was very strong in personal
computers,  tele-  and  data-communications  as  well  as  consumer  electronics
throughout the year.  Electronics sales enjoyed significant growth Asia-Pacific,
Europe and North America in 1997.  Automotive  sales increased $8.4 million or 9
percent to $102.8 million in 1997 compared to $94.4 million in 1996.  Automotive
sales were very strong in the OEM markets,  while they declined  slightly in the
automotive  aftermarkets on a worldwide  basis.  Power fuse sales increased $2.7
million or 8 percent to $37.0 million in 1997 compared to $34.4 million in 1996.
The  company  believes  that its power fuse  business  grew twice as fast as the
underlying markets for capital equipment and construction spending during 1997.

The  company's  business is dependent on 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 on conditions  within the  construction and
capital  equipment   markets.   North  American  and  Asia-  Pacific  sales  are
denominated  primarily  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 16 percent  rather than the 5 percent
reported,  our Asia-Pacific  sales growth would have been 36 percent rather than
the 32 percent  reported,  and our consolidated  sales growth would have been 16
percent rather than the 14 percent reported.

Gross  profit was 40.4% at $111.1  million  for 1997  compared to 40.7% at $98.3
million  in 1996.  The gross  margin  decline of 32 basis  points was  primarily
caused by the lower  margins  of our new China and  Korean  operations  having a
greater impact than our margin improvements due to cost reductions and spreading
our fixed costs over higher sales in North America and Europe.  Margins for both
the automotive and power fuse product  segments  improved during 1997, while the
margins for the  electronic  segment  declined  slightly  primarily due to lower
Asia-Pacific  margins.  Auto margins  improved due to favorable  mix as the fuse
portion  of  automotive  OEM  sales  grew to about 94  percent  of sales in 1997
compared to about 90 percent of sales in 1996.

Selling,  general  and  administrative  expenses  were  21.9% of sales  for 1997
compared to 22.2% for 1996, with selling expenses  accounting for  approximately
three-fifths  of the expenses.  The 34 basis point decrease was due primarily to
fixed selling  expenses being spread over higher sales.  The increase in general
and  administrative  expense  was  due  primarily  to  the  installation  of new
information  systems.  The decrease in research and development was due to lower
legal patent expense. Amortization of reorganization value and other intangibles
was 2.6% of sales for 1997 compared to 2.9% the prior year. The total  operating
expenses including intangible amortization were 24.5% of sales for 1997 compared
to 25.1% of sales for 1996.

Operating income for 1997 after the intangible amortization was $43.7 million or
15.9% of sales  compared to $37.7 million or 15.6% of sales the prior year. On a
constant  currency  basis,  Europe's  operating  income was unchanged  since the
currency  translation  losses  were  offset  by  currency  translation  gains on
intercompany   transactions   with  the  US.  On  a  constant   currency  basis,
Asia-Pacific's  operating  income was  reduced  since the  currency  translation
losses were additive to the translation losses on the intercompany transactions.
The Asia- Pacific  operating  income would have been $0.5 million more and taxes
would have been $0.3 million less on a constant currency basis.

Interest expense was $4.1 million for 1997 compared to $4.2 million for 1996 due
to declining  debt levels  during the year.  Other  income,  net,  consisting of
royalties, minority interest adjustments,  revaluation of the Korean non-compete
agreement and government  grants,  was $1.0 million compared to $0.7 million the
prior year.

Income before taxes was $40.7 million in 1997 compared to $34.1 million in 1996.
Income tax expense was $15.3 million in 1997 compared to $12.4 million the prior
year.  The company's  effective tax rate was 37 2/3% in 1997 compared to 36 1/4%
in 1996.  Net income for the year was $25.3  million in 1997  compared  to $21.7
million the prior year. Diluted earnings per share (split adjusted) increased to
$1.07 in 1997 compared to $0.91 in 1996.

EBITDA  grew $5.7  million  or 10% to $65.1  million in 1997  compared  to $59.4
million in 1996. EBITDA was 23.7% of sales in 1997 compared to 24.6% of sales in
1996.  EBITDA  for 1997  consisted  of the  reported  operating  income of $43.8
million plus other income of $1.0 million,  depreciation  of $13.2 million,  and
amortization of intangibles of $7.2 million.


1996 Compared with 1995

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  reported sales in North
America  increased 6 percent during 1996, while its sales in Europe increased 11
percent,  and its sales in  Asia-Pacific  increased  28  percent.  On a constant
currency  basis our European sales growth would have been 15 percent rather than
the 11 percent  reported  and our  consolidated  sales growth would have been 11
percent rather than the 10 percent reported.

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 20 basis  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 our fixed costs over higher sales 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 primarily due to
lower volume than  planned.  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 40 basis point decrease was due to the general
and administrative expense increase of 20 basis points being more than offset by
the  research  and  development  decrease of 60 basis  points.  The  increase in
general and administrative  expense was due primarily to the installation of new
information  systems.  The decrease in research and 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  intangible  amortization were 25.1% of sales
for 1996 compared to 25.6% of sales for 1995.

Operating income for 1996 after the intangible amortization was $37.7 million or
15.6% of sales  compared to $33.7 million or 15.4% of sales the prior year. 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.

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 1/4% in 1996 compared to 35 1/2%
in 1995.  Net income for the year was $21.7  million in 1996  compared  to $19.3
million the prior year. Diluted earnings per share (split adjusted) increased to
$0.91 in 1996 compared to $0.78 in 1995, in part because 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 80 basis  points.  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.


Geographical Business Segments

During  the last five  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  strong  Asia-Pacific  and  European
economies.  International  sales  increased 20% in 1997 compared to 20% in 1996,
32% in 1995 and 35% in 1994. USA sales growth was 10 percent in 1997 compared to
5 percent in 1996, 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 1/4%.

The geographic area of greatest sales growth during the past five years has been
the Asia Pacific region. Sales growth in Europe has averaged higher than in the
U.S.A. International sales grew to 40.6% of net sales in 1997 compared to 38.5 %
of net sales in 1996, 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):
<TABLE>


                                                       1997              1996              1995               1994
                                            ---------------- ----------------- ----------------- ------------------

<S>                                                <C>               <C>               <C>                <C>     
USA Destinations                                   $163,539          $148,588          $142,070           $135,865

Other Americas                                        9,775             8,009             6,398              6,144

Europe                                               39,949            38,077            34,448             25,017

Asia-Pacific & other                                 61,902            46,772            36,619             27,428
                                            ---------------- ----------------- ----------------- ------------------

Total company sales                                $275,165          $241,446          $219,535           $194,454
                                           ================ ================= ================= ==================
                                            

Total international sales                          $111,626           $92,858           $77,465            $58,589
                                            ================ ================= ================= ==================
                          


As percent of total company sales                     40.6%             38.5%             35.3%              30.1%
                                            ================ ================= ================= ==================
</TABLE>
                                            


Liquidity and Capital Resources

Assuming no material adverse changes in market  conditions,  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,
and in one Asian  currency,  Korean won. 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,  the company has decided not
to hedge its monetary  assets,  liabilities  or  commitments  at this time.  The
company did not have any foreign exchange derivative positions at year end 1997.

Littelfuse  started  1997  with  $1.4  million  of cash.  Net cash  provided  by
operations was $36.8 million for the year.  Cash used to invest in net property,
plant and equipment  was $18.9  million,  to invest in a new Korean  acquisition
called  Samjoo  was $5.3  million  and to make a  non-compete  payment  was $0.4
million.  Cash used in financing  activities  included net payments of long term
debt of $5.2 million.  The purchase of the  company's  warrants and common stock
for $8.6  million was  partially  offset by cash  proceeds  from the exercise of
stock  options of $1.0 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 $0.6 million net  decrease in cash.  This left the company with a
cash balance of $0.8 million at the end of 1997.

Net working capital used $9.4 million of cash flow from operations for 1997. All
asset  categories  used working  capital.  Accounts  receivable  increased  $3.3
million and inventory  increased $8.3 million.  Most accruals  provided  working
capital  for the year.  Accounts  payable,  accrued  payroll,  and  accrued  and
deferred  taxes each  increased  by a little less than $1 million  and  provided
funds over $2.5 million.  Accrued expenses  declined $0.6 million using funds of
that amount. Net working capital changes in 1998 probably will result in a small
use of cash, as the company  expects  current asset  increases to exceed current
liability increases in 1998.

Littelfuse  started  1996  with  $1.3  million  of cash.  Net cash  provided  by
operations was $40.3 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  make a  non-compete  payment  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 for $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 $0.4 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.

The company's capital  expenditures were $18.9 million in 1997, $17.1 million in
1996 and $14.6 million in 1995.  The company  expects that capital  expenditures
will be  approximately  $22 million or 7.3% of sales in 1998 compared to 6.9% of
sales in 1997,  7.1% in 1996 and 6.7% in 1995. 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  decreased total debt $5.2 million in 1997, after increasing debt by
$4.2 million in 1996 and  increasing  debt by $17.1 million in 1995. The company
is required to repay $9.0  million of long-term  debt in 1998.  The company also
repurchased 210,000 warrants and 205,000 common shares for $8.6 million in 1997,
1,342,000  warrants and 570,000  common  shares for $26.8  million in 1996,  and
220,000 common shares for $3.5 million in 1995.

Net  working  capital  (working  capital  less cash and the  current  portion of
long-term  debt),  as a percent of sales was 15.1% at year-end  1997 compared to
13.0%  at  year-end  1996  and to  12.7% at  year-end  1995.  The days  sales in
receivables  was  approximately  52 days at year-end 1997 compared to 52 days at
year-end 1996 and 51 days at year-end  1995.  This was excellent  performance as
our  international  sales  increased  but our  days  sales  outstanding  did not
increase.  The days inventory  outstanding was approximately 89 days at year-end
1997 compared to 79 days at year-end 1996 and 89 days at year-end 1995. The days
inventory  outstanding increase in 1997 of 10 days or about $4.0 million was due
to new products such as electronic resettables and power fuse indicator product.

The ratio of current assets to current liabilities was 1.6 to 1 at year-end 1997
compared to 1.4 to 1 at year-end 1996 and 1.4 to 1 at year-end  1995.  The ratio
of long-term  debt to equity was 0.3 to 1 at year-end  1997 compared to 0.4 to 1
at year-end 1996 and 1995.

Long-term  debt at year-end 1997  consisted of five types of debt totaling $50.6
million.  They are as follows:  (1) senior notes due August 2000, totaling $27.0
million, (2) US revolver borrowings totaling $20.0 million, (3) foreign revolver
borrowings totaling $2.3 million, (4) notes payable relating to an agreement not
to compete totaling $0.5 million,  and (5) mortgage notes totaling $0.8 million.
These five items include $10.2  million of senior notes,  non-compete  notes and
mortgage notes, which are considered to be current liabilities, resulting in net
long-term  debt  totaling  $40.4  million at the end of the year.  The  revolver
carried an interest rate of LIBOR + 0.5% during 1997 or approximately  6.4%. The
company expects the interest rate paid on the bank debt to be approximately  the
same  during the first half of 1998.  The  company at the end of 1997 had unused
revolver availability of $45.0 million. In addition, the company had outstanding
letters of credit totaling $1.8 million at year-end 1997.

On April  25,  1997  the  company  announced  that its  Board of  Directors  had
authorized the company to repurchase up to 2,000,000  shares of its common stock
or 2,000,000 of its warrants,  or any combination not to exceed 2,000,000 shares
of common stock and warrants,  from time to time depending on market conditions.
The  company  repurchased  105,000  common  shares  since the  April  25,  1997,
authorization through year-end 1997.

On April 25, 1997, the Company's Board of Directors approved a two-for-one stock
split to stockholders  of record on May 20, 1997,  payable June 10, 1997, in the
form of a stock  dividend.  All prior year number of share and per share amounts
have been restated to reflect the stock split.


Recently Issued Accounting Pronouncements

In June 1997, the Financial  Accounting  Standards Board (FASB) issued Statement
of  Financial  Accounting  Standards  (SFAS) No. 130,  "Reporting  Comprehensive
Income" (SFAS 130). SFAS 130 establishes  standards for reporting and display of
comprehensive income and its components in the financial statements. SFAS 130 is
effective for fiscal years  beginning after December 15, 1997. The company is in
the process of evaluating the specific  requirements  of SFAS 130.  However,  it
believes  the  adoption  of SFAS  130  will  have  no  impact  on the  company's
consolidated results of operations, financial position, or cash flows.

In June 1997,  the FASB issued SFAS No. 131  "Disclosures  about  Segments of an
Enterprise and Related  Information" (SFAS 131). SFAS 131 establishes  standards
for the way in  which  public  business  enterprises  report  information  about
operating segments in annual financial  statements and interim financial reports
issued to shareholders.  It also establishes  standards for related  disclosures
about products and services,  geographic areas, and major customers. SFAS 131 is
effective for financial statements for fiscal years beginning after December 15,
1997.  Management  has evaluated  the  disclosure  requirements  of SFAS 131 and
believes that its adoption  will not have a significant  impact on the company's
reported segments.

Year 2000 Issues

Many currently installed computer systems and software programs,  including many
of those used by the  company,  are coded to accept only two digit  entries into
the date code  field.  Beginning  in the year 2000,  these date code fields will
need to accept four digit  entries to  distinguish  21st century dates from 20th
century dates.  Therefore,  the company's date critical functions related to the
year  2000  and  beyond,  such as  sales,  distribution,  purchasing,  inventory
control,  planning and replenishment,  facilities,  and financial systems may be
adversely  affected  unless  these  computer  systems  are or  become  year 2000
compliant.

The  company has hired two  outside  consulting  firms to assess the systems and
procedures and to inform us what actions will be needed to address our year 2000
issues.  The company  expects that the results of the  assessment  will indicate
that the company will have to replace or modify certain portions of its software
so that the company's  computer  systems will function  properly with respect to
dates in the year  2000 and  after.  Certain  software  used by the  company  is
licensed  from third party  vendors who have planned  releases  addressing  this
issue. Other software has been internally generated by the company.

We  currently  have in  excess  of one  million  dollars  in our  total  planned
expenditures for the next two years to address the year 2000 issues. The company
has the cash resources to increase this investment if our circumstances call for
a higher level of expenditure.


Outlook

Littelfuse has enjoyed  compounded  annual sales growth of 13% for the last five
years.  Although  Littelfuse  expects to  increase  market  share  during 1998 -
particularly  in the  electronics  segment  in  South  Asia and  Europe,  in the
automotive  segment in Europe,  and in the power fuse segment in North America -
the company  expects the sales  increases in 1998 to be lower than 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.

Littelfuse  expects  costs to  increase  modestly  in 1998.  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 consolidation of the Korean operations and
the launching of new products  including the downsized  surface mount resettable
PTC  devices,  the  automotive  JCASE,  and the  electronic  SMT  fuse  and chip
protector.

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 25.8% in 1997 compared to 25.0% in 1996 and 23.8% in 1995, or over 50
percent  better than the S&P 500 return on net tangible  assets.  The  company's
return on capital employed was 14.6% in 1997 compared to 13.3% in 1996 and 11.8%
in 1995, or over 25 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 consolidated statements of financial condition of Littelfuse, Inc. and subsidiaries as of January 3, 1998 and December 28, 1996, and the related consolidated statements of income, shareholders' equity, and cash flows for each of the three years in the period ended January 3, 1998. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements 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 financial statements referred to above present fairly, in all material respects, the consolidated financial position of Littelfuse, Inc. and subsidiaries as of January 3, 1998 and December 28, 1996, and the consolidated results of their operations and their cash flows for each of the three years in the period ended January 3, 1998, in conformity with generally accepted accounting principles. January 23, 1998

Littelfuse, Inc. and Subsidiaries Consolidated Statements of Financial Condition <TABLE> January 3 1998 December 28 1996 ------------------------------------ (In Thousands) Assets Current assets: <S> <C> <C> Cash and cash equivalents $ 755 $ 1,427 Accounts receivable, less allowances (1997 - $5,899; 1996 - $5,057) 37,458 35,468 Inventories 39,075 31,586 Deferred income taxes 3,672 3,100 Prepaid expenses and other current assets 2,896 2,228 ------------------------------------ ------------------------------------ Total current assets 83,856 73,809 Property, plant, and equipment: Land 6,355 5,383 Buildings 23,152 19,271 Equipment 111,723 96,657 ------------------------------------ 141,230 121,311 Less: Allowances for depreciation and amortization 70,467 57,422 ------------------------------------ ------------------------------------ 70,763 63,889 Intangible assets, net of amortization: Reorganization value in excess of amounts allocable to identifiable assets 41,202 44,635 Patents and licenses 8,785 11,102 Distribution network 7,126 7,935 Trademarks 3,527 3,784 Other 3,348 1,157 ------------------------------------ 63,988 68,613 Other assets 3,278 3,640 ------------------------------------ $221,885 $209,951 ==================================== </TABLE>

Littelfuse, Inc. and Subsidiaries Consolidated Statements of Financial Condition (continued) <TABLE> January 3 1998 December 28 1996 ------------------------------------ (In Thousands) Liabilities and shareholders' equity Current liabilities: <S> <C> <C> Accounts payable $ 13,858 $ 12,775 Accrued payroll 10,316 9,330 Accrued expenses 7,427 8,159 Accrued income taxes 9,952 10,775 Current portion of long-term debt 10,172 10,005 ------------------------------------ ------------------------------------ Total current liabilities 51,725 51,044 Long-term debt, less current portion 40,385 44,556 Deferred income taxes 6,205 5,417 Minority interest in subsidiary 65 312 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: 38,000,000 shares authorized; shares issued and outstanding, 1997 - 19,873,140; 1996 - 19,775,358 199 198 Additional paid-in capital 52,540 54,569 Notes receivable - Common stock (1,960) (1,470) Cumulative foreign currency translation adjustment (4,767) (870) Retained earnings 77,493 56,195 ------------------------------------ 123,505 108,622 ------------------------------------ $221,885 $209,951 ==================================== See accompanying notes. </TABLE>

<TABLE> Littelfuse, Inc. and Subsidiaries Consolidated Statements of Income Year ended Year ended Year ended January 3 December 28 December 31 1998 1996 1995 ----------------------------------------------------------- (In Thousands, Except Per Share Amounts) <S> <C> <C> <C> Net sales $275,165 $241,446 $219,535 Cost of sales 164,034 143,158 129,663 ----------------------------------------------------------- ----------------------------------------------------------- Gross profit 111,131 98,288 89,872 Selling expenses 38,266 34,369 31,278 Research and development expenses 7,927 7,330 7,901 General and administrative expenses 13,960 11,912 10,334 Amortization of intangibles 7,210 7,008 6,630 ----------------------------------------------------------- Operating income 43,768 37,669 33,729 Interest expense 4,103 4,235 4,279 Other income, net (987) (660) (430) ----------------------------------------------------------- ----------------------------------------------------------- Income before income taxes 40,652 34,094 29,880 Income taxes 15,310 12,359 10,608 =========================================================== Net income $ 25,342 $ 21,735 $ 19,272 =========================================================== =========================================================== Net income per share: Basic $ 1.28 $ 1.09 $ 0.95 Diluted $ 1.07 $ 0.91 $ 0.78 =========================================================== See accompanying notes. </TABLE>

<TABLE> Littelfuse, Inc. and Subsidiaries Consolidated Statements of Cash Flows Year ended Year ended Year ended January 3 December 28 December 31 1998 1996 1995 ------------------------------------------------------ (In Thousands) Operating activities <S> <C> <C> <C> Net income $25,342 $21,735 $19,272 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 13,184 14,057 11,569 Amortization of intangibles 7,210 7,008 6,630 Provision for bad debts 410 236 160 Deferred income taxes 215 (962) (78) Minority interest (159) (411) (61) Changes in operating assets and liabilities: Accounts receivable (3,331) (5,630) (3,303) Inventories (8,281) (1,816) (1,782) Accounts payable and accrued expenses 1,950 6,550 1,408 Other, net 217 (424) 1,086 ------------------------------------------------------ ------------------------------------------------------ Net cash provided by operating activities 36,757 40,343 34,901 Investing activities Purchases of property, plant, and equipment, net (18,936) (17,094) (14,636) Purchase of business (5,268) - - Other (357) (341) (276) ------------------------------------------------------ Net cash used in investing activities (24,561) (17,435) (14,912) Financing activities Proceeds (payments) of long-term debt, net (5,192) 4,196 (17,028) Proceeds from exercise of stock options and warrants 1,055 276 570 Purchases of common stock and redemption of warrants (8,642) (26,845) (3,533) ------------------------------------------------------ Net cash used in financing activities (12,779) (22,373) (19,991) Effect of exchange rate changes on cash (89) (416) 48 ------------------------------------------------------ ------------------------------------------------------ Increase (decrease) in cash and cash equivalents (672) 119 46 Cash and cash equivalents at beginning of year 1,427 1,308 1,262 ====================================================== Cash and cash equivalents at end of year $ 755 $ 1,427 $ 1,308 ====================================================== See accompanying notes. </TABLE>

<TABLE> Littelfuse, Inc. and Subsidiaries Consolidated Statements of Shareholders' Equity Period from January 1, 1995 to January 3, 1998 Cumulative Notes Foreign Currency Additional Receivable - Translation Common Paid-in Common Stock Adjustment Retained Stock Capital Earnings Total ------------------------------------------------------------------------------------- (In Thousands) <S> <C> <C> <C> <C> <C> <C> Balance at January 1, 1995 $202 $70,484 $ - $ (855) $25,868 $ 95,699 Stock options and warrants exercised 2 1,778 (571) - - 1,209 Purchase of 220,000 shares of common stock (2) (768) - - (2,763) (3,533) Translation adjustment - - - 735 - 735 Net income for the year - - - - 19,272 19,272 ------------------------------------------------------------------------------------- Balance at December 31, 1995 202 71,494 (571) (120) 42,377 113,382 Stock options and warrants exercised 2 1,997 (899) - - 1,100 Purchase of 570,260 shares of common stock (6) (1,986) - - (7,917) (9,909) Redemption of 1,342,120 warrants - (16,936) - - - (16,936) Translation adjustment - - - (750) - (750) Net income for the year - - - 21,735 21,735 ------------------------------------------------------------------------------------- Balance at December 28, 1996 198 54,569 (1,470) (870) 56,195 108,622 Stock options and warrants exercised 3 2,567 (490) - - 2,080 Purchase of 205,000 shares of common stock (2) (720) - - (4,044) (4,766) Redemption of 210,250 warrants - (3,876) - - - (3,876) Translation adjustment - - - (3,897) - (3,897) Net income for the year - - - - 25,342 25,342 ===================================================================================== Balance at January 3, 1998 $199 $52,540 $(1,960) $(4,767) $77,493 $123,505 ===================================================================================== See accompanying notes. </TABLE>

Littelfuse, Inc. and Subsidiaries Notes to Consolidated Financial Statements January 3, 1998 and December 28, 1996 1. Summary of Significant Accounting Policies and Other Information Nature of Operations Littelfuse, 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 end from December 31 to a 52-53-week year ending on the Saturday nearest December 31. The Company's 1997 fiscal year ended January 3, 1998 contained 53 weeks. The Company's 1996 fiscal year ended December 28, 1996 contained 52 weeks. Principles of Consolidation The consolidated financial statements include the accounts of Littelfuse, 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. 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, 7 to 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 and goodwill that is being amortized over 20 years. Accumulated amortization of these intangible assets was $39.9 million at January 3, 1998, and $34.3 million at December 28, 1996. 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 $2.8 million in 1997, $2.7 million in 1996, and $3.1 million in 1995. 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 In February 1997, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share" (SFAS 128). SFAS 128 simplifies the standards for computing earnings per share and is effective for financial statements for both interim and annual periods ending after December 15, 1997. The Company has adopted SFAS 128, and has restated all prior periods presented to conform with the requirements of SFAS 128. 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. Recently Issued Accounting Pronouncements In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income" (SFAS 130). SFAS 130 establishes standards for reporting and display of comprehensive income and its components in the financial statements. SFAS 130 is effective for fiscal years beginning after December 15, 1997. The Company is in the process of evaluating the specific requirements of SFAS 130. However, it believes the adoption of SFAS 130 will have no impact on the Company's consolidated results of operations, financial position, or cash flows. In June 1997, the FASB issued SFAS No. 131 "Disclosures about Segments of an Enterprise and Related Information" (SFAS 131). SFAS 131 establishes standards for the way in which public business enterprises report information about operating segments in annual financial statements and interim financial reports issued to shareholders. It also establishes standards for related disclosures about products and services, geographic areas, and major customers. SFAS 131 is effective for financial statements for fiscal years beginning after December 15, 1997. Management has evaluated the disclosure requirements of SFAS 131 and believes that its adoption will not have a significant impact on the Company's reported segments. Reclassifications Certain amounts in the 1996 and 1995 financial statements have been reclassified to conform with the 1997 financial statement presentation. 2. Acquisition of Business On May 30, 1997, the Company invested $5.3 million in exchange for a 97% interest in Samjoo Elec. Ind. Co. Ltd., a Korean fuse manufacturer, now doing business as Littelfuse Triad. This acquisition has been accounted for through the use of the purchase method of accounting. Accordingly, the accompanying financial statements include the results of its operations since the acquisition date. Goodwill arising from this acquisition of approximately $2.9 million is being amortized over twenty years. Pro forma results of operations, assuming this acquisition had occurred as of January 1, 1996, would not differ materially from reported results of operations. 3. Inventories The components of inventories are as follows at January 3, 1998 and December 28, 1996 (in thousands): <TABLE> 1997 1996 ------------------------------------- ------------------------------------- <S> <C> <C> Raw materials $ 8,788 $ 8,411 Work in process 3,556 3,263 Finished goods 26,731 19,912 ------------------------------------- ===================================== $39,075 $31,586 ===================================== </TABLE>

4. Long-Term Debt The carrying amounts of long-term debt, which approximate fair value, are as follows at January 3, 1998 and December 28, 1996 (in thousands): <TABLE> 1997 1996 ------------------------------------- ------------------------------------- <S> <C> <C> Senior Notes $27,000 $36,000 Revolver 20,000 16,500 Other 3,557 2,061 ------------------------------------- ------------------------------------- 50,557 54,561 Less: Current maturities 10,172 10,005 ===================================== $40,385 $44,556 ===================================== </TABLE> The Company has an unsecured financing arrangement consisting 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. 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 .5% at January 3, 1998. The Company's interest rate under the Credit Agreement was 6.41% at January 3, 1998. 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 January 3, 1998, the Company had $1.9 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.

4. Long-Term Debt (continued) Aggregate maturities of long-term debt at January 3, 1998, are as follows (in thousands): 1998 $10,172 1999 10,002 2000 29,372 2001 244 2002 and thereafter 767 =================== $50,557 =================== Interest paid on long-term debt approximated $4.0 million in 1997, 1996, and 1995. 5. Benefit Plans The Company has a defined-benefit pension plan (the Plan) covering substantially all of its North American 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. The components of pension cost are as follows (in thousands): <TABLE> 1997 1996 1995 ------------------------------------------- <S> <C> <C> <C> Service cost - Benefits earned during the period $1,657 $1,669 $1,056 Interest cost on projected benefit obligation 2,654 2,558 2,055 Actual return on plan assets (6,365) (3,810) (6,512) Net amortization and deferral 3,832 1,705 4,933 ------------------------------------------- =========================================== Total pension cost $1,778 $2,122 $1,532 =========================================== </TABLE>

5. Benefit Plans (continued) 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 January 3, 1998 and December 28, 1996, are as follows (in thousands): <TABLE> 1997 1996 ------------------------------------ ------------------------------------ Actuarial present value of benefit obligations: <S> <C> <C> Vested benefit obligation $ 29,754 $ 26,267 ==================================== Accumulated benefit obligation $ 32,426 $ 29,366 ==================================== ==================================== Projected benefit obligation $(41,649) $(37,385) Plan assets at fair value 39,703 34,381 Unrecognized net experience loss 4,094 5,866 Unrecognized prior service cost 311 377 ------------------------------------ ==================================== Pension asset recognized in the consolidated statements of financial condition $ 2,459 $ 3,239 ==================================== </TABLE> The following significant assumptions were used in determining pension cost for the years ended January 3, 1998, December 28, 1996, and December 31, 1995: <TABLE> 1997 1996 1995 ------------------------------------------------- <S> <C> <C> <C> Discount rate 7.0% 7.5% 7.0% Rate of increase in compensation levels 4.5 4.5 4.5 Expected long-term rate of return on assets 9.0 9.0 9.0 </TABLE> The Company provides additional retirement benefits for certain key executives through its unfunded Supplemental Executive Retirement Plan. The charge to expense for this plan approximated $832,000, $747,000 and $640,000 in 1997, 1996, and 1995, 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 $523,000, $457,000 and $472,000 in 1997, 1996 and 1995, respectively.

6. Shareholders' Equity Stock Split On April 29, 1997, the Company's Board of Directors approved a two-for-one stock split to stockholders of record on May 20, 1997, payable June 10, 1997, in the form of a stock dividend. All prior year number of share and per share amounts have been restated to reflect the stock split. Stock Purchase Warrants Warrants to purchase 3,815,582 shares of common stock at $4.18 per share are outstanding at January 3, 1998. 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 2,200,000 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. A summary of stock option information follows: <TABLE> 1997 1996 1995 ------------------------------------------------------------------------------------- Weighted-Average Weighted-Average Weighted-Average Exercise Price Exercise Price Exercise Price Options Options Options ------------------------------------------------------------------------------------- Outstanding at <S> <C> <C> <C> <C> <C> <C> beginning of year 1,257,380 $10.95 1,236,800 $ 8.76 1,207,000 $ 6.54 Granted 274,300 25.29 251,400 18.40 237,600 16.35 Exercised (156,170) 6.70 (174,900) 5.81 (197,200) 4.30 Forfeited (14,200) 15.69 (55,920) 10.43 (10,600) 9.59 ===================================================================================== Outstanding at end of year 1,361,310 14.28 1,257,380 $10.95 1,236,800 $ 8.76 ===================================================================================== ===================================================================================== Exercisable at end of year 671,126 461,820 332,100 Available for future grant 138,420 398,520 594,000 Weighted-average value of options granted $11.16 $ 9.31 $ 8.04 </TABLE>

6. Shareholders' Equity (continued) As of January 3, 1998, the Company had the following outstanding options: <TABLE> Weighted- Weighted- Exercise Options Average Average Options Price Outstanding Exercise Price Remaining Life Exercisable ----------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> <C> $3.688 to $5.532 306,400 $ 3.86 4.2 303,600 $7.50 to $11.25 228,200 10.18 5.9 157,440 $11.625 to $12.625 121,350 11.94 6.3 82,330 $16.125 to $23.00 597,060 19.01 6.8 127,756 $28.875 to $34.125 108,300 28.95 9.6 - </TABLE> 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 1997, 1996, and 1995 under the fair value method using the Black-Scholes option pricing model. The following assumptions were utilized in the valuation: <TABLE> 1997 1996 1995 ------------------------------------------------------ <S> <C> <C> <C> Risk-free interest rate 6.63% 6.76% 6.67% Expected dividend yield 0% 0% 0% Expected stock price volatility .195% .265% .273% Expected life of options 8 years 8 years 8 years </TABLE> Had compensation cost for the Company's stock options granted in 1997, 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: <TABLE> 1997 1996 1995 ------------------------------------------------------ <S> <C> <C> <C> Pro forma net income (in thousands of dollars) $24,621 $21,340 $19,132 Pro forma basic net income per share $ 1.24 $ 1.08 $ 0.95 Pro forma diluted net income per share $ 1.04 $ 0.90 $ 0.78 </TABLE>

6. Shareholders' Equity (continued) The pro forma effect on net income for 1997, 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 1997, 1996, and 1995 and do not reflect the fair value of outstanding options granted prior to 1995. Restricted Stock Plan In 1997, the Company established a Restricted Stock Plan for certain management employees. Under terms of the plan, up to 120,000 shares and equivalent shares of the Company's common stock may be awarded in 1999 based on the attainment of certain financial performance targets. The awarded shares vest over various dates through 2002. The charge to expense for the plan during 1997 was $340,000. 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. 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. Treasury Shares During 1997, the Company elected to constructively retire shares of common stock held in treasury. For financial statement presentation, the constructive retirement has been retroactively applied.

6. Shareholders' Equity (continued) 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 1/200th of a share of a new series of preferred stock at an exercise price of $67.50. 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 1/200th 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): <TABLE> 1997 1996 1995 ------------------------------------------------------ Current: <S> <C> <C> <C> Federal $ 7,845 $7,091 $ 5,552 State 1,859 1,440 815 Foreign 5,391 4,790 4,319 ------------------------------------------------------ ------------------------------------------------------ 15,095 13,321 10,686 Deferred (credit): Federal 5 (872) 21 Foreign 210 (90) (99) ------------------------------------------------------ ------------------------------------------------------ 215 (962) (78) ====================================================== $15,310 $12,359 $10,608 ====================================================== </TABLE>

7. Income Taxes (continued) Domestic and foreign income before income taxes is as follows (in thousands): <TABLE> 1997 1996 1995 ------------------------------------------------------ <S> <C> <C> <C> Domestic $26,494 $21,299 $15,908 Foreign 14,158 12,795 13,972 ------------------------------------------------------ ====================================================== $40,652 $34,094 $29,880 ====================================================== </TABLE> 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): <TABLE> 1997 1996 1995 ------------------------------------------------------ <S> <C> <C> <C> Tax expense at statutory rate of 35% $14,228 $11,933 $10,458 State and local taxes, net of federal tax benefit 1,208 936 530 Foreign income taxes (705) (181) (482) Foreign losses for which no tax benefit is available 974 703 - Other, net (395) (1,032) 102 ------------------------------------------------------ ====================================================== $15,310 $12,359 $10,608 ====================================================== </TABLE> 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 January 3, 1998 and December 28, 1996, are as follows (in thousands): <TABLE> 1997 1996 ------------------------------------ Deferred tax liabilities <S> <C> <C> Tax over book depreciation and amortization $4,740 $3,200 Prepaid expenses 1,346 1,588 Other 639 632 ------------------------------------ ------------------------------------ Total deferred tax liabilities 6,725 5,420 Deferred tax assets Accrued expenses 3,146 2,373 Foreign net operating loss carryforwards 1,820 703 Other 1,045 730 ------------------------------------ Total deferred tax assets 6,011 3,806 Less: Valuation allowance (1,820) (703) ------------------------------------ Net deferred tax assets 4,191 3,103 ==================================== ==================================== Net deferred tax liabilities $2,534 $2,317 ==================================== </TABLE>

7. Income Taxes (continued) The deferred tax asset valuation allowance is related to deferred tax assets from foreign net operating losses. The net operating loss carryforwards will expire at various dates through the year 2002. The Company paid income taxes of $14.0 million in 1997, $9.0 million in 1996, and $9.3 million in 1995. 8. Business Segment and Geographical Information The Company operates in one business segment, circuit protection. Products include electronic, automotive and power fuses which serve customers worldwide. The Company operates in three principal geographic areas: North America, Europe and Asia Pacific. A summary of the Company's operations by area is presented below: <TABLE> 1997 1996 1995 ------------------------------------------------------ (In Thousands) Net sales: <S> <C> <C> <C> North America $174,097 $158,049 $147,973 Europe 40,096 38,243 34,784 Asia Pacific 60,972 45,154 36,778 ====================================================== $275,165 $241,446 $219,535 ====================================================== Operating income: North America $ 33,227 $ 28,553 $ 24,516 Europe 11,352 9,210 8,956 Asia Pacific 6,399 6,914 6,887 Corporate (7,210) (7,008) (6,630) ====================================================== $ 43,768 $ 37,669 $ 33,729 ====================================================== Identifiable assets: North America $112,462 $100,537 $ 98,588 Europe 23,442 23,310 17,800 Asia Pacific 17,960 12,424 7,242 Corporate 68,021 73,680 80,242 ====================================================== $221,885 $209,951 $203,872 ====================================================== </TABLE> Corporate assets consist primarily of cash, intangible assets, and prepaid pension costs. Corporate operating expense consists of the amortization of intangible assets. The Company's Asia Pacific sales and operating income include export sales from the United States and Europe into the region. The Company's export sales from the United States amounted to approximately $22.0 million in 1997, $19.6 million in 1996, and $11.7 million in 1995. 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 $1.3 million in 1997 and 1996 and $1.0 in 1995. Future minimum payments for all noncancelable operating leases with initial terms of one year or more at January 3, 1998, are as follows (in thousands): 1998 $509 1999 365 2000 93 2001 2 2002 and thereafter - ------------------- $969 ===================

10. Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share: <TABLE> 1997 1996 1995 ------------------------------------------------------ (In Thousands) Numerator: <S> <C> <C> <C> Net income $25,342 $21,735 $19,272 Denominator: Denominator for basic earnings per share - Weighted average shares 19,824 19,888 20,207 Effect of dilutive securities: Warrants 3,335 3,520 4,081 Employee stock options and restricted shares 464 393 642 ====================================================== Denominator for diluted earnings per share - Adjusted weighted average shares and assumed conversions $23,623 $23,801 $24,930 ====================================================== Basic earnings per share $ 1.28 $ 1.09 $ 0.95 ====================================================== Diluted earnings per share $ 1.07 $ 0.91 $ 0.78 ====================================================== </TABLE>

<TABLE> Selected Financial Data ----------------------------------------------------------------------------------------------------------------------------------- <CAPTION> Six Year Summary ----------------------------------------------------------------------------------------------------------------------------------- ($ In Thousands, Except Per-Share Data) 1997 1996 1995 1994 1993 1992 ----------------------------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> <C> Net sales $275,165 $241,446 $219,535 $194,454 $160,712 $149,832 Gross profit 111,131 98,288 89,872 77,416 62,588 51,485 Operating income 43,768 37,669 33,729 27,846 19,359 10,756 Net income 25,342 21,735 19,272 15,227 9,987 654 Net income per share- Diluted 1.07 0.91 0.78 0.63 0.42 0.03 Net working capital $ 41,548 $ 31,343 $ 27,963 $ 25,061 $ 17,641 $ 21,855 Total assets 221,885 209,951 205,186 199,328 193,294 197,749 Long-term debt 40,385 44,556 40,804 60,344 80,906 100,965 ----------------------------------------------------------------------------------------------------------------------------------- <CAPTION> Quarterly Results of Operations (Unaudited) ----------------------------------------------------------------------------------------------------------------------------------- ($ In Thousands, Except Per-Share Data) 1997 1996 4Q 3Q 2Q 1Q 4Q 3Q 2Q 1Q ----------------------------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> <C> <C> <C> Net sales $ 70,761 $ 68,993 $ 69,828 $ 65,583 $ 61,042 $ 60,483 $ 60,843 $ 59,078 Gross profit 27,843 27,860 28,609 26,819 24,794 24,535 24,847 24,112 Operating income 10,196 11,220 11,770 10,582 9,576 9,633 9,574 8,886 Net income 5,767 6,412 6,896 6,267 5,499 5,575 5,436 5,225 Net income per share: Basic 0.29 0.32 0.35 0.32 0.28 0.28 0.27 0.26 Diluted 0.24 0.27 0.29 0.27 0.23 0.24 0.23 0.21 ----------------------------------------------------------------------------------------------------------------------------------- <CAPTION> Quarterly Stock Price ----------------------------------------------------------------------------------------------------------------------------------- 1997 1996 4Q 3Q 2Q 1Q 4Q 3Q 2Q 1Q ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> High 35 1/2 34 1/2 28 1/2 25 24 1/3 19 7/8 20 19 1/4 Low 21 3/4 27 1/4 22 22 1/8 19 1/2 16 3/8 18 16 3/8 Close 25 1/2 33 7/8 27 23 1/8 24 1/4 19 3/8 18 3/4 18 7/8 </TABLE>


                                                                  Exhibit 23.1


                         Consent of Independent Auditors


We consent to the  incorporation  by reference in this Annual Report (Form 10-K)
of Littelfuse,  Inc. of our report dated January 23, 1998,  included in the 1997
annual Report to Stockholders of Littelfuse, Inc.

Our audit also included the financial  statement  schedule of  Littelfuse,  Inc.
listed in Item 14(a).  This  schedule  is the  responsibility  of the  Company's
management.  Our responsibility is to express an opinion based on our audits. In
our opinion, the financial statement schedule referred to above, when considered
in relation to the basic financial  statements taken as a whole,  present fairly
in all material respects the information set forth therein.

We also consent to the incorporation by reference in the Registration Statements
(No.  33-55943,  33-64442,  33-95020,  and  333-03260) on Form S-8 of our report
dated January 23, 1998, with respect to the  consolidated  financial  statements
incorporated  herein by  reference,  and our report  included  in the  preceding
paragraph  with respect to the  financial  statement  schedule  included in this
Annual Report (Form 10-K) of Littelfuse, Inc.



Chicago, Illinois
March 24, 1998

                                                        /S/  Ernst & Young LLP