<PAGE>
      As filed with the Securities and Exchange Commission on June 2, 2006

                                                     Registration No. 333-______

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                          -----------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                          -----------------------------

                                LITTELFUSE, INC.
               (Exact name of issuer as specified in its charter)

<TABLE>
<CAPTION>

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


<TABLE>
<CAPTION>
<S>                                                          <C>
     800 East Northwest Highway
       Des Plaines, Illinois                                    60016
(Address of principal executive offices)                     (Zip Code)
</TABLE>

                                LITTELFUSE, INC.
                      OUTSIDE DIRECTORS' STOCK OPTION PLAN
                            (Full title of the plan)

<TABLE>
<CAPTION>
<S>                                              <C>
          Gordon Hunter                          Copies of Communications to:
        Chairman, President                           William C. Hermann
   and Chief Executive Officer                      Chapman and Cutler LLP
         Littelfuse, Inc.                           111 West Monroe Street
   800 East Northwest Highway                      Chicago, Illinois  60603
  Des Plaines, Illinois  60016                          (312) 845-3000
          (847) 824-1188
  (Name, address and telephone
   number of agent for service)
</TABLE>

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

                         CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
                                             Proposed               Proposed
 Title of                                     maximum                maximum
securities              Amount               offering               aggregate            Amount of
  to be                 to be                 price                 offering            registration
registered         registered(1)(2)        per share(3)               price                  fee
----------         ----------------        ------------             ---------           ------------
<S>                <C>                     <C>                     <C>                  <C>
Common Stock,
$.01 par value      250,000 Shares            $34.67               $8,667,500              $927.42
</TABLE>
================================================================================

(1)   Pursuant to Rule 416, this Registration Statement also covers an
      indeterminate number of shares as may be issued as a result of the
      anti-dilution provisions of the Plan.

(2)   In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
      amended (the "Securities Act"), to the extent applicable, this
      registration statement also covers an indeterminate amount of interests to
      be offered or sold pursuant to the employee benefit plan described herein.

(3)   Pursuant to Rule 457(c) and (h), the proposed maximum offering price per
      share and maximum aggregate offering price and amount of registration fee
      are calculated based upon a price per share of $34.67, the average of the
      high and low price for the shares of Littelfuse, Inc. Common Stock as
      reported by the Nasdaq Stock Market National Market System on May 30,
      2006, a date within five business days prior to the date of filing the
      Registration Statement.



<PAGE>
                                     PART I


                       INFORMATION REQUIRED IN PROSPECTUS.

ITEM 1.  PLAN INFORMATION.

      The documents containing the information specified in this Item 1 will be
sent or given to employees, officers or others as specified by Rule 428(b)(1).
In accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission") and the instructions to Form S-8, such documents
are not being filed with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.

ITEM 2.  REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

      The documents containing the information specified in this Item 2 will be
sent or given to employees, officers, directors or others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Commission and
the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424. Such documents, together with the
documents incorporated by reference herein pursuant to Item 3 of Part II of this
Registration Statement on Form S-8, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act, and are available, free of
charge, upon written or oral request as follows: Littelfuse, Inc., 800 East
Northwest Highway, Des Plaines, Illinois 60016, attention Secretary; Tel. No.:
(847) 824-1188.


                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents which have been filed with the Commission by the
Company pursuant to the Securities Exchange Act of 1934 ("1934 Act") are
incorporated herein by reference:

            (a) The Company's Annual Report on Form 10-K for the fiscal year
      ended December 31, 2005 (1934 Act File No. 0-20388).

            (b) The Company's Quarterly Report on Form 10-Q for the fiscal
      quarter ended April 1, 2006 (1934 Act File No. 0-20388).

            (c) The Company's Current Reports on Form 8-K filed on February 7,
      2006, February 8, 2006, February 10, 2006, February 23, 2006, March 1,
      2006, March 6, 2006,
                                      II-1
<PAGE>
      March 7, 2006, March 10, 2006, March 20, 2006, May 5, 2006 (including as
      amended), May 9, 2006 and May 11, 2006 (excluding any portions of such
      reports that were furnished).


            (d) The description of the Company's Common Stock which is contained
      in the Form 10: General Form for Registration of Securities pursuant to
      Section 12(b) or (g) of the 1934 Act filed with the Commission on July 7,
      1992 (1934 Act File No. 0-20388).

      All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act (excluding any portions of such
documents that were furnished), prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all such securities then remaining unsold, shall be deemed to
be incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing such documents. Any statement contained in an
incorporated document shall be deemed to be modified or superseded to the extent
that a statement contained herein or in any subsequently filed incorporated
document modifies or supersedes such statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      The consolidated financial statements of Littelfuse, Inc. incorporated by
reference in Littelfuse, Inc.'s Annual Report (Form 10-K) for the year ended
December 31, 2005 (including the schedule appearing therein), and Littelfuse,
Inc. management's assessment of the effectiveness of internal control over
financial reporting as of December 31, 2005 included therein, have been audited
by Ernst & Young LLP, independent registered public accounting firm, as set
forth in their reports thereon, incorporated by reference therein, and
incorporated herein by reference. Such consolidated financial statements and
management's assessment are incorporated herein by reference in reliance upon
such reports given on the authority of such firm as experts in accounting and
auditing.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 145 of the Delaware General Corporation Law ("DGCL") gives
Delaware corporations the power to indemnify present and former officers and
directors under certain circumstances. The Certificate of Incorporation of the
Company provides for indemnification by the Company to the fullest extent
permitted by Section 145 of the DGCL of certain persons (including officers and
directors) in connection with any threatened, pending or completed action, suit
or proceeding brought or threatened against such person by reason of his
position with the Company or service at the request of the Company. The
Certificate of Incorporation further provides that indemnification shall not be
exclusive of any rights to which those indemnified may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

      In addition, the Company maintains a directors' and officers' liability
insurance policy to insure its liability under the above-described provision of
its Certificate of Incorporation and to insure its individual directors and
officers certain obligations not covered by such provisions.

                                      II-2
<PAGE>
ITEM 8.  EXHIBITS

      The following exhibits are submitted herewith or incorporated by reference
herein.


<TABLE>
<CAPTION>
  EXHIBIT
  NUMBER                                   DESCRIPTION
<S>             <C>
   4.1          Littelfuse, Inc. Outside Directors' Stock Option Plan (filed as Exhibit B to the Company's
                Proxy Statement for Annual Meeting of Stockholders to be held on May 5, 2006 (1934 Act File No.
                0-20388), and incorporated herein by reference)

   4.2          Certificate of Incorporation of Littelfuse, Inc. (filed as Exhibit 3.1 to the Company's Form
                10-K for the fiscal year ended January 3, 1998 (1934 Act File No. 0-20388), and incorporated
                herein by reference)

   4.3          Bylaws of Littelfuse, Inc. (filed as Exhibit 3(II) to the Company's Form 8-K/A dated May 5,
                2006 (1934 Act File No. 0-20388), and incorporated herein by reference)

   5.1          Opinion of Chapman and Cutler LLP

  23.1          Consent of Chapman and Cutler LLP (included in Exhibit 5.1)

  23.2          Consent of Ernst & Young LLP

  24.1          Power of Attorney (set forth on page II-7 of this Registration Statement)
</TABLE>

                                      II-3
<PAGE>
ITEM 9.  UNDERTAKINGS

(a)   The undersigned registrant hereby undertakes:

      (1)   To file, during any period in which offers or sales are being made,
            a post-effective amendment to this registration statement

            (i)   To include any prospectus required by Section 10(a)(3) of the
                  Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of the registration statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in the registration statement.
                  Notwithstanding the foregoing, any increase or decrease in
                  volume of securities offered (if the total dollar value of
                  securities offered would not exceed that which was registered)
                  and any deviation from the low or high end of the estimated
                  maximum offering range may be reflected in the form of
                  prospectus filed with the Commission pursuant to Rule 424(b)
                  if, in the aggregate, the changes in volume and price
                  represent no more than a 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective registration
                  statement;

            (iii) To include any material information with respect to the plan
                  of distribution not previously disclosed in the registration
                  statement or any material change to such information in the
                  registration statement;

            provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
            apply if the information required to be included in a post-effective
            amendment by those paragraphs is contained in reports filed with or
            furnished to the Commission by the registrant pursuant to Section 13
            or Section 15(d) of the Securities Exchange Act of 1934 that are
            incorporated by reference in the registration statement.

      (2)   That, for the purpose of determining any liability under the
            Securities Act of 1933, each such post-effective amendment shall be
            deemed to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof.

      (3)   To remove from registration by means of a post-effective amendment
            any of the securities being registered which remain unsold at the
            termination of the offering.

(b)   The undersigned registrant hereby undertakes that, for purposes of
      determining any liability under the Securities Act of 1933, each filing of
      the registrant's annual report pursuant to Section 13(a) or Section 15(d)
      of the Securities Exchange Act

                                      II-4
<PAGE>
      of 1934 (and, where applicable, each filing of an employee benefit plan's
      annual report pursuant to Section 15(d) of the Securities Exchange Act of
      1934) that is incorporated by reference in the Registration Statement
      shall be deemed to be a new registration statement relating to the
      securities offered therein, and the offering of such securities at that
      time shall be deemed to be the initial bona fide offering thereof.

(c)   Insofar as indemnification for liabilities arising under the Securities
      Act of 1933 may be permitted to directors, officers and controlling
      persons of the registrant pursuant to the provisions described under Item
      6 above, or otherwise, the registrant has been advised that in the opinion
      of the Commission such indemnification is against public policy as
      expressed in the Securities Act of 1933 and is, therefore, unenforceable.
      In the event that a claim for indemnification against such liabilities
      (other than the payment by the registrant of expenses incurred or paid by
      a director, officer or controlling person of the registrant in the
      successful defense of any action, suit or proceeding) is asserted by such
      director, officer or controlling person in connection with the securities
      being registered, the registrant will, unless in the opinion of its
      counsel the matter has been settled by controlling precedent, submit to a
      court of appropriate jurisdiction the question whether such
      indemnification by it is against public policy as expressed in the
      Securities Act of 1933 and will be governed by the final adjudication of
      such issue.

                                      II-5
<PAGE>
                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Des Plaines, State of Illinois, on June 2, 2006.


                                            LITTELFUSE, INC.


                                            By:       /s/Gordon Hunter
                                                --------------------------------
                                                        Gordon Hunter,
                                                     Chairman, President
                                                 and Chief Executive Officer



                                      II-6
<PAGE>
                                POWER OF ATTORNEY

      Each person whose signature appears below hereby constitutes and appoints
Gordon Hunter and Philip G. Franklin and each of them, his true and lawful
attorneys-in-fact and agents, with full power and substitution and
resubstitution for him or her in his or her name, place and stead, in any and
all capacities to sign any and all pre-effective and/or post-effective
amendments to this Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission under the Securities Act of 1933.

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 22, 2006.

<TABLE>
<CAPTION>
         SIGNATURE                                           TITLE

<S>                                             <C>
    /s/Gordon Hunter                                  Chairman, President
-------------------------                          and Chief Executive Officer
      Gordon Hunter                               (Principal executive officer)

  /s/Philip G. Franklin                         Vice President, Operations Support
-------------------------                          and Chief Financial Officer
   Philip G. Franklin                               (Principal financial and
                                                       accounting 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/Ronald L. Schubel                                    Director
-------------------------
    Ronald L. Schubel
</TABLE>


                                      II-7
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                DESCRIPTION

<S>          <C>
 4.1         Littelfuse, Inc. Outside Directors' Stock Option Plan (filed as Exhibit B to the Company's
             Proxy Statement for Annual Meeting of Stockholders to be held on May 5, 2006 (1934 Act File No.
             0-20388), and incorporated herein by reference)

 4.2         Certificate of Incorporation of Littelfuse, Inc. (filed as Exhibit 3.1 to the Company's Form
             10-K for the fiscal year ended January 3, 1998 (1934 Act File No. 0-20388), and incorporated
             herein by reference)

 4.3         Bylaws of Littelfuse, Inc. (filed as Exhibit 3(II) to the Company's Form 8-K/A dated May 5,
             2006 (1934 Act File No. 0-20388), and incorporated herein by reference)

 5.1         Opinion of Chapman and Cutler LLP

23.1         Consent of Chapman and Cutler LLP (included in Exhibit 5.1)

23.2         Consent of Ernst & Young LLP

24.1         Power of Attorney (set forth on page II-7 of this Registration Statement)
</TABLE>

                                      E-1
[{"type": "S-8", "sequence": "1", "filename": "c05676sv8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 20377}]
{"company-data": {"conformed-name": "LITTELFUSE INC /DE", "cik": "0000889331", "assigned-sic": "3613", "irs-number": "363795742", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-134699", "film-number": "06883559"}, "business-address": {"street1": "800 E NORTHWEST HWY", "city": "DES PLAINES", "state": "IL", "zip": "60016", "phone": "7088241188"}, "mail-address": {"street1": "800 E. NORTHWEST HWY", "city": "DES PLAINES", "state": "IL", "zip": "60016"}}
As filed with the Securities and Exchange Commission on June 2, 2006

                                                     Registration No. 333-______

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                          -----------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                          -----------------------------

                                LITTELFUSE, INC.
               (Exact name of issuer as specified in its charter)
Delaware                                            36-3795742
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)
800 East Northwest Highway
       Des Plaines, Illinois                                    60016
(Address of principal executive offices)                     (Zip Code)
LITTELFUSE, INC.
                      OUTSIDE DIRECTORS' STOCK OPTION PLAN
                            (Full title of the plan)
Gordon Hunter                          Copies of Communications to:
        Chairman, President                           William C. Hermann
   and Chief Executive Officer                      Chapman and Cutler LLP
         Littelfuse, Inc.                           111 West Monroe Street
   800 East Northwest Highway                      Chicago, Illinois  60603
  Des Plaines, Illinois  60016                          (312) 845-3000
          (847) 824-1188
  (Name, address and telephone
   number of agent for service)
-------------------------

                         CALCULATION OF REGISTRATION FEE
================================================================================
Proposed               Proposed
 Title of                                     maximum                maximum
securities              Amount               offering               aggregate            Amount of
  to be                 to be                 price                 offering            registration
registered         registered(1)(2)        per share(3)               price                  fee
----------         ----------------        ------------             ---------           ------------
Common Stock,
$.01 par value      250,000 Shares            $34.67               $8,667,500              $927.42
================================================================================

(1)   Pursuant to Rule 416, this Registration Statement also covers an
      indeterminate number of shares as may be issued as a result of the
      anti-dilution provisions of the Plan.

(2)   In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
      amended (the "Securities Act"), to the extent applicable, this
      registration statement also covers an indeterminate amount of interests to
      be offered or sold pursuant to the employee benefit plan described herein.

(3)   Pursuant to Rule 457(c) and (h), the proposed maximum offering price per
      share and maximum aggregate offering price and amount of registration fee
      are calculated based upon a price per share of $34.67, the average of the
      high and low price for the shares of Littelfuse, Inc. Common Stock as
      reported by the Nasdaq Stock Market National Market System on May 30,
      2006, a date within five business days prior to the date of filing the
      Registration Statement.
PART I

                       INFORMATION REQUIRED IN PROSPECTUS.

ITEM 1.  PLAN INFORMATION.

      The documents containing the information specified in this Item 1 will be
sent or given to employees, officers or others as specified by Rule 428(b)(1).
In accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission") and the instructions to Form S-8, such documents
are not being filed with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.

ITEM 2.  REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

      The documents containing the information specified in this Item 2 will be
sent or given to employees, officers, directors or others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Commission and
the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424. Such documents, together with the
documents incorporated by reference herein pursuant to Item 3 of Part II of this
Registration Statement on Form S-8, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act, and are available, free of
charge, upon written or oral request as follows: Littelfuse, Inc., 800 East
Northwest Highway, Des Plaines, Illinois 60016, attention Secretary; Tel. No.:
(847) 824-1188.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents which have been filed with the Commission by the
Company pursuant to the Securities Exchange Act of 1934 ("1934 Act") are
incorporated herein by reference:

            (a) The Company's Annual Report on Form 10-K for the fiscal year
      ended December 31, 2005 (1934 Act File No. 0-20388).

            (b) The Company's Quarterly Report on Form 10-Q for the fiscal
      quarter ended April 1, 2006 (1934 Act File No. 0-20388).

            (c) The Company's Current Reports on Form 8-K filed on February 7,
      2006, February 8, 2006, February 10, 2006, February 23, 2006, March 1,
      2006, March 6, 2006,
                                      II-1
March 7, 2006, March 10, 2006, March 20, 2006, May 5, 2006 (including as
      amended), May 9, 2006 and May 11, 2006 (excluding any portions of such
      reports that were furnished).

            (d) The description of the Company's Common Stock which is contained
      in the Form 10: General Form for Registration of Securities pursuant to
      Section 12(b) or (g) of the 1934 Act filed with the Commission on July 7,
      1992 (1934 Act File No. 0-20388).

      All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act (excluding any portions of such
documents that were furnished), prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all such securities then remaining unsold, shall be deemed to
be incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing such documents. Any statement contained in an
incorporated document shall be deemed to be modified or superseded to the extent
that a statement contained herein or in any subsequently filed incorporated
document modifies or supersedes such statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      The consolidated financial statements of Littelfuse, Inc. incorporated by
reference in Littelfuse, Inc.'s Annual Report (Form 10-K) for the year ended
December 31, 2005 (including the schedule appearing therein), and Littelfuse,
Inc. management's assessment of the effectiveness of internal control over
financial reporting as of December 31, 2005 included therein, have been audited
by Ernst & Young LLP, independent registered public accounting firm, as set
forth in their reports thereon, incorporated by reference therein, and
incorporated herein by reference. Such consolidated financial statements and
management's assessment are incorporated herein by reference in reliance upon
such reports given on the authority of such firm as experts in accounting and
auditing.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 145 of the Delaware General Corporation Law ("DGCL") gives
Delaware corporations the power to indemnify present and former officers and
directors under certain circumstances. The Certificate of Incorporation of the
Company provides for indemnification by the Company to the fullest extent
permitted by Section 145 of the DGCL of certain persons (including officers and
directors) in connection with any threatened, pending or completed action, suit
or proceeding brought or threatened against such person by reason of his
position with the Company or service at the request of the Company. The
Certificate of Incorporation further provides that indemnification shall not be
exclusive of any rights to which those indemnified may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

      In addition, the Company maintains a directors' and officers' liability
insurance policy to insure its liability under the above-described provision of
its Certificate of Incorporation and to insure its individual directors and
officers certain obligations not covered by such provisions.

                                      II-2
ITEM 8.  EXHIBITS

      The following exhibits are submitted herewith or incorporated by reference
herein.
EXHIBIT
  NUMBER                                   DESCRIPTION
4.1          Littelfuse, Inc. Outside Directors' Stock Option Plan (filed as Exhibit B to the Company's
                Proxy Statement for Annual Meeting of Stockholders to be held on May 5, 2006 (1934 Act File No.
                0-20388), and incorporated herein by reference)

   4.2          Certificate of Incorporation of Littelfuse, Inc. (filed as Exhibit 3.1 to the Company's Form
                10-K for the fiscal year ended January 3, 1998 (1934 Act File No. 0-20388), and incorporated
                herein by reference)

   4.3          Bylaws of Littelfuse, Inc. (filed as Exhibit 3(II) to the Company's Form 8-K/A dated May 5,
                2006 (1934 Act File No. 0-20388), and incorporated herein by reference)

   5.1          Opinion of Chapman and Cutler LLP

  23.1          Consent of Chapman and Cutler LLP (included in Exhibit 5.1)

  23.2          Consent of Ernst & Young LLP

  24.1          Power of Attorney (set forth on page II-7 of this Registration Statement)
II-3
ITEM 9.  UNDERTAKINGS

(a)   The undersigned registrant hereby undertakes:

      (1)   To file, during any period in which offers or sales are being made,
            a post-effective amendment to this registration statement

            (i)   To include any prospectus required by Section 10(a)(3) of the
                  Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of the registration statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in the registration statement.
                  Notwithstanding the foregoing, any increase or decrease in
                  volume of securities offered (if the total dollar value of
                  securities offered would not exceed that which was registered)
                  and any deviation from the low or high end of the estimated
                  maximum offering range may be reflected in the form of
                  prospectus filed with the Commission pursuant to Rule 424(b)
                  if, in the aggregate, the changes in volume and price
                  represent no more than a 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective registration
                  statement;

            (iii) To include any material information with respect to the plan
                  of distribution not previously disclosed in the registration
                  statement or any material change to such information in the
                  registration statement;

            provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
            apply if the information required to be included in a post-effective
            amendment by those paragraphs is contained in reports filed with or
            furnished to the Commission by the registrant pursuant to Section 13
            or Section 15(d) of the Securities Exchange Act of 1934 that are
            incorporated by reference in the registration statement.

      (2)   That, for the purpose of determining any liability under the
            Securities Act of 1933, each such post-effective amendment shall be
            deemed to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof.

      (3)   To remove from registration by means of a post-effective amendment
            any of the securities being registered which remain unsold at the
            termination of the offering.

(b)   The undersigned registrant hereby undertakes that, for purposes of
      determining any liability under the Securities Act of 1933, each filing of
      the registrant's annual report pursuant to Section 13(a) or Section 15(d)
      of the Securities Exchange Act

                                      II-4
of 1934 (and, where applicable, each filing of an employee benefit plan's
      annual report pursuant to Section 15(d) of the Securities Exchange Act of
      1934) that is incorporated by reference in the Registration Statement
      shall be deemed to be a new registration statement relating to the
      securities offered therein, and the offering of such securities at that
      time shall be deemed to be the initial bona fide offering thereof.

(c)   Insofar as indemnification for liabilities arising under the Securities
      Act of 1933 may be permitted to directors, officers and controlling
      persons of the registrant pursuant to the provisions described under Item
      6 above, or otherwise, the registrant has been advised that in the opinion
      of the Commission such indemnification is against public policy as
      expressed in the Securities Act of 1933 and is, therefore, unenforceable.
      In the event that a claim for indemnification against such liabilities
      (other than the payment by the registrant of expenses incurred or paid by
      a director, officer or controlling person of the registrant in the
      successful defense of any action, suit or proceeding) is asserted by such
      director, officer or controlling person in connection with the securities
      being registered, the registrant will, unless in the opinion of its
      counsel the matter has been settled by controlling precedent, submit to a
      court of appropriate jurisdiction the question whether such
      indemnification by it is against public policy as expressed in the
      Securities Act of 1933 and will be governed by the final adjudication of
      such issue.

                                      II-5
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Des Plaines, State of Illinois, on June 2, 2006.

                                            LITTELFUSE, INC.

                                            By:       /s/Gordon Hunter
                                                --------------------------------
                                                        Gordon Hunter,
                                                     Chairman, President
                                                 and Chief Executive Officer

                                      II-6
POWER OF ATTORNEY

      Each person whose signature appears below hereby constitutes and appoints
Gordon Hunter and Philip G. Franklin and each of them, his true and lawful
attorneys-in-fact and agents, with full power and substitution and
resubstitution for him or her in his or her name, place and stead, in any and
all capacities to sign any and all pre-effective and/or post-effective
amendments to this Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission under the Securities Act of 1933.

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 22, 2006.
SIGNATURE                                           TITLE
/s/Gordon Hunter                                  Chairman, President
-------------------------                          and Chief Executive Officer
      Gordon Hunter                               (Principal executive officer)

  /s/Philip G. Franklin                         Vice President, Operations Support
-------------------------                          and Chief Financial Officer
   Philip G. Franklin                               (Principal financial and
                                                       accounting 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/Ronald L. Schubel                                    Director
-------------------------
    Ronald L. Schubel
II-7
EXHIBIT
NUMBER                                DESCRIPTION
4.1         Littelfuse, Inc. Outside Directors' Stock Option Plan (filed as Exhibit B to the Company's
             Proxy Statement for Annual Meeting of Stockholders to be held on May 5, 2006 (1934 Act File No.
             0-20388), and incorporated herein by reference)

 4.2         Certificate of Incorporation of Littelfuse, Inc. (filed as Exhibit 3.1 to the Company's Form
             10-K for the fiscal year ended January 3, 1998 (1934 Act File No. 0-20388), and incorporated
             herein by reference)

 4.3         Bylaws of Littelfuse, Inc. (filed as Exhibit 3(II) to the Company's Form 8-K/A dated May 5,
             2006 (1934 Act File No. 0-20388), and incorporated herein by reference)

 5.1         Opinion of Chapman and Cutler LLP

23.1         Consent of Chapman and Cutler LLP (included in Exhibit 5.1)

23.2         Consent of Ernst & Young LLP

24.1         Power of Attorney (set forth on page II-7 of this Registration Statement)
E-1