As filed with the Securities and Exchange Commission on September 25, 1998

                                                      Registration No. 333-64447

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

                       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)

                          1993 STOCK PLAN FOR EMPLOYEES
                        AND DIRECTORS OF LITTELFUSE, INC.
                            (Full title of the plan)

                       Howard B. Witt              Copies of Communications to:
                    Chairman, President                     Jonathan A. Koff
                 and Chief Executive Officer                Chapman and Cutler
                 800 East Northwest Highway              111 West Monroe Street
                Des Plaines, Illinois  60016           Chicago, Illinois  60603
                       (847) 824-1188                         (312) 845-3000
                (Name, address and telephone
                number of agent for service)
                            -------------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>

====================================================================================================
<S>                 <C>                      <C>                <C>                  <C>
                                                                Proposed               Proposed
 Title of                                                        maximum                maximum
securities              Amount               offering            aggregate             Amount of
    to be                to be                 price             offering            registration
registered            registered(1)         per share(2)        __price__            ___fee____

Common Stock
$.01 par value       600,000 Shares            $18.25          $10,950,000            $3,230.25

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

<FN>

(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)  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 $18.25,  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 September 21, 1998, a date within
five business days prior to the date of filing the Registration Statement.
</FN>
</TABLE>




<PAGE>


                                      II-5


                                EXPLANATORY NOTE

         This  Registration  Statement is being filed by  Littelfuse,  Inc. (the
"Company"),  pursuant to General  Instruction E to Form S-8, with respect to the
registration of additional  securities of the same class as other securities for
which  the  Company's  Registration  Statement  on Form  S-8  (Registration  No.
33-64447)  relating  to the 1993  Stock  Plan for  Employees  and  Directors  of
Littelfuse,  Inc.  (the "1993  Stock  Plan") was filed with the  Securities  and
Exchange   Commission  (the  "Commission")  on  June  15,  1993,  and  which  is
incorporated  herein by  reference.  On May 1,  1998,  the  stockholders  of the
Company approved an increase in the maximum aggregate number of shares of Common
Stock of the Company as to which awards of options,  restricted shares, units or
rights may be made from time to time  under the 1993  Stock Plan from  1,200,000
shares to 1,800,000 shares.  The additional  600,000 shares are being registered
under this Registration Statement.

     In  accordance  with  the  Note  to  Part I of Form  S-8,  the  information
specified  by Part I of  Form  S-8  has  been  omitted  from  this  Registration
Statement.


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  Securities  and
Exchange  Commission by the Company  pursuant to the Securities  Exchange Act of
1934 ("1934 Act") are incorporated herein by reference:

     (a)  The Company's  Registration  Statement on Form S-8  (Registration  No.
          33-64447).

     (b)  The  Company's  Annual  Report on Form 10-K for the fiscal  year ended
          January 3, 1998 (1934 Act File No. 0-20388).

     (c)  The Company's  Quarterly Report on Form 10-Q for the quarterly periods
          ended April 4, 1998, and July 4, 1998 (1934 Act File No. 0-20388).

     (d)  All other  reports  filed  pursuant to Sections  13(a) or 15(d) of the
          1934 Act since January 3, 1998 (1934 Act File No. 0-20388).

     (e)  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,  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.


Item 6.  Indemnification of Directors and Officers

         Section 145 of the  Delaware  General  Corporation  Law 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  of certain  persons  (including
officers  and  directors)  in  connection  with any 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.


Item 8.  Exhibits

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

EXHIBIT
NUMBER                          DESCRIPTION
 4.1         1993 Stock Plan for Employees and Directors of Littelfuse, Inc.,
              as amended

 4.2         Certificate of Incorporation of Littelfuse, Inc.

 4.3         By-laws of Littelfuse, Inc.

 4.4         Specimen Common Stock certificate

 5.1         Opinion of Chapman and Cutler

 24.1         Consent of Chapman and Cutler (included in Exhibit 5.1)

 24.2         Consent of Independent auditors

 25.1         Power of  Attorney  (set forth on page II-4 of this  Registration
               Statement)



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;

               (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;

          (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 the
purpose 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 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 foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  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.


<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 September  22,
1998.

                                                       LITTELFUSE, INC.


                                             By:          //Howard B. Witt//
                                                           Howard B. Witt,
                                                          Chairman, President
                                                     and Chief Executive Officer


                                POWER OF ATTORNEY

         Each person  whose  signature  appears  below  hereby  constitutes  and
appoints Howard B. Witt and James F. Brace 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 September 22, 1998.

SIGNATURE                                                     TITLE


//Howard B. Witt//                                  Chairman, President
 Howard B. Witt                                      and Chief Executive Officer
                                                   (Principal executive officer)

//James F. Brace//                                  Vice President, Treasurer
  James F. Brace                                    and Chief Financial Officer
                                                    (Principal financial and
                                                        accounting officer)

//John P. Driscoll//                                     Director
 John P. Driscoll

//Anthony Grillo//                                       Director
  Anthony Grillo

//Bruce A. Karsh//                                       Director
  Bruce A. Karsh

//John E. Major//                                        Director
 John E. Major

//John J. Nevin//                                        Director
 John J. Nevin



<PAGE>

<TABLE>

                                       E-1
<S>                <C>                                                                                 <C>
     EXHIBIT                                                                                            PAGE NUMBER IN
      NUMBER                                      DESCRIPTION                                             SEQUENTIAL
                                                                                                       NUMBERING SYSTEM
        4.1        1993 Stock Plan for Employees  and  Directors of  Littelfuse,
                   Inc., as amended (filed as Exhibit 10.1 to the Company's Form
                   10-Q for the  quarterly  period  ended July 4, 1998 (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 Registration Statement (1934 Act File No. 0-20388),
                   and incorporated herein by reference)................................


        4.3        By-laws of Littelfuse, Inc. (filed as Exhibit 3.2 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)......................

        4.4        Specimen  Common Stock  certificate  (filed as Exhibit 4.6 to
                   the  Company's  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), and incorporated herein by reference)

        5.1        Opinion of Chapman and Cutler........................................

       24.1        Consent of Chapman and Cutler (included in Exhibit 5.1)

       24.2        Consent of Independent Auditors......................................

       25.1        Power of  Attorney  (set  forth on page  II-4 of this  Registration
                    Statement)


</TABLE>


<PAGE>




                                                                           -2-



                                                                    EXHIBIT 5.1

                               September 22, 1998



Littelfuse, Inc.
800 East Northwest Highway
Des Plaines, Illinois  60016


         Re:                                             Littelfuse, Inc.
                         Form S-8 Registration Statement
                           (1934 Act File No. 0-20388)

Gentlemen:

         We have acted as special counsel for Littelfuse,  Inc.  ("Littelfuse"),
in connection  with the  registration  statement on Form S-8 (the  "Registration
Statement") of Littelfuse  which is being filed with the Securities and Exchange
Commission on September 25, 1998,  covering up to 600,000 shares of Littelfuse's
Common Stock, $.01 par value (the "Common Stock"), issuable upon the exercise of
options  granted to  participants  under the 1993 Stock Plan for  Employees  and
Directors of Littelfuse, Inc. (the "Stock Plan").

         As such counsel,  we have examined the Certificate of Incorporation and
By-laws of Littelfuse, the Stock Plan, the Registration Statement and such other
corporate  documents  and records and have made such other  inquiries as we have
deemed  necessary  or  advisable  in order to enable us to render  the  opinions
hereinafter set forth.

         The Stock Plan provides  that shares of Common Stock  issuable upon the
exercise  of  options  granted  to  participants  under  the  Stock  Plan may be
authorized but unissued  shares of Common Stock or issued shares of Common Stock
reacquired by Littelfuse.

         Based on the foregoing,  we are of the opinion that when authorized but
unissued shares of Common Stock issuable upon the exercise of options granted to
participants under the Stock Plan have been issued,  sold and delivered pursuant
to and as  provided  by the Stock  Plan,  such  shares of Common  Stock  will be
legally issued, fully paid and nonassessable.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration Statement.

                                                      Respectfully submitted,

                                                       /S/  CHAPMAN AND CUTLER



<PAGE>


[GRAPHIC OMITTED]


                                                                   EXHIBIT 24.2


                         CONSENT OF INDEPENDENT AUDITORS

Littelfuse, Inc.

We consent to the incorporation by reference in this  Registration  Statement on
Form S-8  pertaining  to the 1993  Stock Plan for  Employees  and  Directors  of
Littelfuse,  Inc. of our report  dated  January 23,  1998,  with  respect to the
consolidated  financial  statements  and  schedules  of  Littelfuse,   Inc.  and
subsidiaries included in its Annual Report (Form 10-K) for the fiscal year ended
January 3, 1998, filed with the Securities and Exchange Commission.



                                                    /S/  ERNST & YOUNG LLP



Chicago, Illinois
September 23, 1998
[{"type": "S-8", "sequence": "1", "description": "S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 20080}]
{"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": "333-64285", "film-number": "98714955"}, "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 September 25, 1998

                                                      Registration No. 333-64447

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

                       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)

                          1993 STOCK PLAN FOR EMPLOYEES
                        AND DIRECTORS OF LITTELFUSE, INC.
                            (Full title of the plan)

                       Howard B. Witt              Copies of Communications to:
                    Chairman, President                     Jonathan A. Koff
                 and Chief Executive Officer                Chapman and Cutler
                 800 East Northwest Highway              111 West Monroe Street
                Des Plaines, Illinois  60016           Chicago, Illinois  60603
                       (847) 824-1188                         (312) 845-3000
                (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)         per share(2)        __price__            ___fee____

Common Stock
$.01 par value       600,000 Shares            $18.25          $10,950,000            $3,230.25

====================================================================================================
(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)  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 $18.25,  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 September 21, 1998, a date within
five business days prior to the date of filing the Registration Statement.
II-5

                                EXPLANATORY NOTE

         This  Registration  Statement is being filed by  Littelfuse,  Inc. (the
"Company"),  pursuant to General  Instruction E to Form S-8, with respect to the
registration of additional  securities of the same class as other securities for
which  the  Company's  Registration  Statement  on Form  S-8  (Registration  No.
33-64447)  relating  to the 1993  Stock  Plan for  Employees  and  Directors  of
Littelfuse,  Inc.  (the "1993  Stock  Plan") was filed with the  Securities  and
Exchange   Commission  (the  "Commission")  on  June  15,  1993,  and  which  is
incorporated  herein by  reference.  On May 1,  1998,  the  stockholders  of the
Company approved an increase in the maximum aggregate number of shares of Common
Stock of the Company as to which awards of options,  restricted shares, units or
rights may be made from time to time  under the 1993  Stock Plan from  1,200,000
shares to 1,800,000 shares.  The additional  600,000 shares are being registered
under this Registration Statement.

     In  accordance  with  the  Note  to  Part I of Form  S-8,  the  information
specified  by Part I of  Form  S-8  has  been  omitted  from  this  Registration
Statement.

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  Securities  and
Exchange  Commission by the Company  pursuant to the Securities  Exchange Act of
1934 ("1934 Act") are incorporated herein by reference:

     (a)  The Company's  Registration  Statement on Form S-8  (Registration  No.
          33-64447).

     (b)  The  Company's  Annual  Report on Form 10-K for the fiscal  year ended
          January 3, 1998 (1934 Act File No. 0-20388).

     (c)  The Company's  Quarterly Report on Form 10-Q for the quarterly periods
          ended April 4, 1998, and July 4, 1998 (1934 Act File No. 0-20388).

     (d)  All other  reports  filed  pursuant to Sections  13(a) or 15(d) of the
          1934 Act since January 3, 1998 (1934 Act File No. 0-20388).

     (e)  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,  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.

Item 6.  Indemnification of Directors and Officers

         Section 145 of the  Delaware  General  Corporation  Law 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  of certain  persons  (including
officers  and  directors)  in  connection  with any 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.

Item 8.  Exhibits

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

EXHIBIT
NUMBER                          DESCRIPTION
 4.1         1993 Stock Plan for Employees and Directors of Littelfuse, Inc.,
              as amended

 4.2         Certificate of Incorporation of Littelfuse, Inc.

 4.3         By-laws of Littelfuse, Inc.

 4.4         Specimen Common Stock certificate

 5.1         Opinion of Chapman and Cutler

 24.1         Consent of Chapman and Cutler (included in Exhibit 5.1)

 24.2         Consent of Independent auditors

 25.1         Power of  Attorney  (set forth on page II-4 of this  Registration
               Statement)

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;

               (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;

          (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 the
purpose 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 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 foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  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.
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 September  22,
1998.

                                                       LITTELFUSE, INC.

                                             By:          //Howard B. Witt//
                                                           Howard B. Witt,
                                                          Chairman, President
                                                     and Chief Executive Officer

                                POWER OF ATTORNEY

         Each person  whose  signature  appears  below  hereby  constitutes  and
appoints Howard B. Witt and James F. Brace 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 September 22, 1998.

SIGNATURE                                                     TITLE

//Howard B. Witt//                                  Chairman, President
 Howard B. Witt                                      and Chief Executive Officer
                                                   (Principal executive officer)

//James F. Brace//                                  Vice President, Treasurer
  James F. Brace                                    and Chief Financial Officer
                                                    (Principal financial and
                                                        accounting officer)

//John P. Driscoll//                                     Director
 John P. Driscoll

//Anthony Grillo//                                       Director
  Anthony Grillo

//Bruce A. Karsh//                                       Director
  Bruce A. Karsh

//John E. Major//                                        Director
 John E. Major

//John J. Nevin//                                        Director
 John J. Nevin
E-1
EXHIBIT                                                                                            PAGE NUMBER IN
      NUMBER                                      DESCRIPTION                                             SEQUENTIAL
                                                                                                       NUMBERING SYSTEM
        4.1        1993 Stock Plan for Employees  and  Directors of  Littelfuse,
                   Inc., as amended (filed as Exhibit 10.1 to the Company's Form
                   10-Q for the  quarterly  period  ended July 4, 1998 (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 Registration Statement (1934 Act File No. 0-20388),
                   and incorporated herein by reference)................................

        4.3        By-laws of Littelfuse, Inc. (filed as Exhibit 3.2 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)......................

        4.4        Specimen  Common Stock  certificate  (filed as Exhibit 4.6 to
                   the  Company's  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), and incorporated herein by reference)

        5.1        Opinion of Chapman and Cutler........................................

       24.1        Consent of Chapman and Cutler (included in Exhibit 5.1)

       24.2        Consent of Independent Auditors......................................

       25.1        Power of  Attorney  (set  forth on page  II-4 of this  Registration
                    Statement)
-2-

                                                                    EXHIBIT 5.1

                               September 22, 1998

Littelfuse, Inc.
800 East Northwest Highway
Des Plaines, Illinois  60016

         Re:                                             Littelfuse, Inc.
                         Form S-8 Registration Statement
                           (1934 Act File No. 0-20388)

Gentlemen:

         We have acted as special counsel for Littelfuse,  Inc.  ("Littelfuse"),
in connection  with the  registration  statement on Form S-8 (the  "Registration
Statement") of Littelfuse  which is being filed with the Securities and Exchange
Commission on September 25, 1998,  covering up to 600,000 shares of Littelfuse's
Common Stock, $.01 par value (the "Common Stock"), issuable upon the exercise of
options  granted to  participants  under the 1993 Stock Plan for  Employees  and
Directors of Littelfuse, Inc. (the "Stock Plan").

         As such counsel,  we have examined the Certificate of Incorporation and
By-laws of Littelfuse, the Stock Plan, the Registration Statement and such other
corporate  documents  and records and have made such other  inquiries as we have
deemed  necessary  or  advisable  in order to enable us to render  the  opinions
hereinafter set forth.

         The Stock Plan provides  that shares of Common Stock  issuable upon the
exercise  of  options  granted  to  participants  under  the  Stock  Plan may be
authorized but unissued  shares of Common Stock or issued shares of Common Stock
reacquired by Littelfuse.

         Based on the foregoing,  we are of the opinion that when authorized but
unissued shares of Common Stock issuable upon the exercise of options granted to
participants under the Stock Plan have been issued,  sold and delivered pursuant
to and as  provided  by the Stock  Plan,  such  shares of Common  Stock  will be
legally issued, fully paid and nonassessable.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration Statement.

                                                      Respectfully submitted,

                                                       /S/  CHAPMAN AND CUTLER
[GRAPHIC OMITTED]

                                                                   EXHIBIT 24.2

                         CONSENT OF INDEPENDENT AUDITORS

Littelfuse, Inc.

We consent to the incorporation by reference in this  Registration  Statement on
Form S-8  pertaining  to the 1993  Stock Plan for  Employees  and  Directors  of
Littelfuse,  Inc. of our report  dated  January 23,  1998,  with  respect to the
consolidated  financial  statements  and  schedules  of  Littelfuse,   Inc.  and
subsidiaries included in its Annual Report (Form 10-K) for the fiscal year ended
January 3, 1998, filed with the Securities and Exchange Commission.

                                                    /S/  ERNST & YOUNG LLP

Chicago, Illinois
September 23, 1998