As filed with the Securities and Exchange Commission on June 26, 1998.
                                               Registration No. ________________



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             BERG ELECTRONICS CORP.

             (Exact Name of Registrant as Specified in Its Charter)

                Delaware                                75-2451903
      (State or Other Jurisdiction                   (I.R.S. Employer
    of Incorporation or Organization)               Identification No.)

                                                      James N. Mills
                                                  101 South Hanley Road
          101 South Hanley Road                 St. Louis, Missouri  63105
       St. Louis, Missouri  63105                     (314) 726-1323
    (Address, Including Zip Code, of         (Name, Address, Including Zip Code,
          Registrant's Principal               and Telephone Number, Including
            Executive Offices)                 Area Code, of Agent for Service)



            Berg Electronics Corp. 1998 Incentive Compensation Plan
                                 (Full Title of the Plan)


                              CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

===================================================================================================
                                           Proposed Maximum   Proposed Maximum
  Title of Securities      Amount to be     Offering Price        Aggregate          Amount of
  to be Registered (1)    Registered (1)     Per Share (2)    Offering Price (2) Registration Fee
---------------------------------------------------------------------------------------------------
    <S>                   <C>                   <C>            <C>                   <C>
     Common Stock,
     $.01 Par Value       977,713 Shares        $20.50         $20,043,116.50        $5,912.72
===================================================================================================
<FN>

(1)   Shares of common stock, $.01 par value per share ("Common Stock"), of Berg
      Electronics  Corp. (the "Company") being  registered  hereby relate to the
      Company's  1998  Incentive  Compensation  Plan.  Pursuant  to Rule  416(a)
      promulgated  under the Securities Act of 1933, as amended (the "Securities
      Act"),  there  is  also  being  registered  an  indeterminate   amount  of
      additional  shares of Common  Stock as may become  issuable as a result of
      stock splits, stock dividends or similar transactions.

(2)   In accordance with sections (c) and (h)(1) of Rule 457  promulgated  under
      the Securities Act, calculated on the basis of the average of the high and
      low prices of the Common Stock as reported on the New York Stock  Exchange
      on June 24, 1998.
</FN>
</TABLE>

                                        1


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

     The following  documents are incorporated by reference in this Registration
Statement:

     (a) The Company's  Annual  Report on Form 10-K for the year ended  December
31, 1997;

     (b) All other  reports  filed by the Company  pursuant to Section  13(a) or
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
since the end of the  fiscal  year  covered  by the  Annual  Report on Form 10-K
referred to in (a) above; and

     (c) The  description of the Company's  Common Stock,  which is contained in
the Company's  Registration Statement on Form 8-A (File No. 1-14080) filed under
Section 12(b) of the Exchange Act on November 9, 1995,  including any amendments
or reports filed for the purpose of updating such description.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this  Registration  Statement that indicates that all of the shares
of Common Stock offered have been sold or which  deregisters  all of such shares
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.  Any statement incorporated or deemed to be incorporated by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Registration Statement to the extent that a statement contained herein or in any
other  subsequently  filed document  modifies or supersedes such statement.  Any
such  statement  so modified  or  superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of this Registration Statement.


Item 4.  Description of Securities.

     Not applicable.



                                    II-1


<PAGE>




Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     The Company is incorporated  in Delaware.  Under Section 145 of the General
Corporation Law of the State of Delaware,  a Delaware corporation has the power,
under specified  circumstances and subject to certain limitations,  to indemnify
its directors,  officers, employees and agents in connection with actions, suits
or  proceedings  brought  against  them by a third  party or in the right of the
corporation,  by  reason  of the fact  that  they  were or are  such  directors,
officers,  employees or agents, against liabilities and expenses incurred in any
such  action,  suit,  or  proceeding.   Article  Tenth  of  the  Certificate  of
Incorporation of the Company provides for mandatory indemnification of directors
and officers to the fullest extent  permitted by the General  Corporation Law of
the State of Delaware.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors,  officers and controlling  persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company 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 and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against  such  liabilities  (other  than the  payment by the Company of expenses
incurred or paid by a director,  officer or  controlling  person  thereof 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 pursuant to this Registration Statement,  the Company will, unless in
the opinion of 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 and will be governed by the final adjudication of such issue.


Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

3.1  Certificate  of  Incorporation  of  Berg  Electronics   Corp.  (f/k/a  Berg
     Electronics Group, Inc.; f/k/a Berg Electronics  Holdings Corp.; f/k/a Berg
     CS Holdings,  Inc.), together with amendments thereto. (Filed previously as
     an exhibit to the  Company's  Registration  Statement on Form S-1 (File No.
     33-98240), and incorporated by reference herein.)



                                    II-2


<PAGE>






3.2  Certificate of Amendment to Certificate  of  Incorporation,  dated February
     29, 1996, of Berg Electronics  Corp. (Filed previously as an exhibit to the
     Company's Form 10-K for the year ended December 31, 1995, and  incorporated
     by reference herein.)

3.3  Certificate of Amendment to Amended Certificate of Incorporation, dated May
     28, 1998, of Berg Electronics Corp.*

3.4  Amended and Restated Bylaws of Berg Electronics  Corp. (Filed previously as
     an exhibit to the  Company's  Registration  Statement on Form S-1 (File No.
     33-98240), and incorporated by reference herein.)

4.1  Certificate  of  Designations,  Preferences  and  Rights of Series A Junior
     Preferred Stock of Berg Electronics  Corp.  (Filed previously as an exhibit
     to the  Company's  Form 10-K for the year  ended  December  31,  1997,  and
     incorporated by reference herein.)

4.2  1998 Incentive Compensation Plan.*

5    Opinion of Weil, Gotshal & Manges LLP.*

23.1 Consent of Arthur Andersen LLP.*

23.2 Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5).

24   Power of Attorney (see pages II-5 and II-6 of this Registration Statement).

--------------------
*     Filed herewith.


Item 9.  Undertakings.

     (a) The undersigned hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective  amendment to this Registration  Statement
               to include any material  information  with respect to the plan of
               distribution  not  previously   disclosed  in  this  Registration
               Statement  or any  material  change to such  information  in this
               Registration Statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities  Act,  each  such  post-effective  amendment  shall be
               deemed  to  be a  new  registration  statement  relating  to  the
               securities offered therein, and the



                                    II-3


<PAGE>





               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 hereby undertakes that, for purposes of determining any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act that is  incorporated  by
reference  in  this  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) See Item 6.


           [The remainder of this page is intentionally left blank.]




                                    II-4


<PAGE>



                                   SIGNATURES

     The Registrant. 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 Clayton, State of Missouri, on this 26th day of
June, 1998.

                                    BERG ELECTRONICS CORP.


                                    By:   /s/ David M. Sindelar
                                       ----------------------------------------
                                          David M. Sindelar
                                          Senior Vice President and
                                             Chief Financial Officer


     Each person whose signature to this  Registration  Statement  appears below
hereby appoints David M. Sindelar as his  attorney-in-fact to sign on his behalf
individually  and in the capacity  stated  below and to file all  post-effective
amendments  to this  Registration  Statement,  which  amendments  may make  such
changes in and additions to this Registration Statement as such attorney-in-fact
may deem necessary or appropriate.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

         Signature                       Title                    Date
         ---------                       -----                    ----
<S>                          <C>                                  <C>


    /s/ James N. Mills       Chairman of the Board of Directors   June 26, 1998
---------------------------  and Chief Executive Officer
      James N. Mills         (Principal Executive Officer)
                             

   /s/ David M. Sindelar     Senior Vice President and Chief      June 26, 1998
---------------------------  Financial Officer (Principal 
     David M. Sindelar       Financial Officer)


  /s/ Joseph S. Catanzaro    Chief Accounting Officer (Principal  June 26, 1998
---------------------------  Accounting Officer)
    Joseph S. Catanzaro 


   /s/ Timothy L. Conlon     Director, President and Chief        June 26, 1998
---------------------------  Operating Officer
     Timothy L. Conlon




                                    II-5


<PAGE>








    /s/ Thomas O. Hicks      Director                             June 26, 1998
--------------------------
      Thomas O. Hicks


     /s/ Charles W. Tate     Director                             June 26, 1998
--------------------------
      Charles W. Tate


   /s/ Richard W. Vieser     Director                             June 26, 1998
--------------------------
     Richard W. Vieser


   /s/ Kenneth F. Yontz      Director                             June 26, 1998
--------------------------
     Kenneth F. Yontz

</TABLE>



                                    II-6


<PAGE>



                                  Exhibit Index



 Exhibit
   No.     Description
 -------   -----------

     3.1   Certificate of Incorporation of Berg  Electronics  Corp.  (f/k/a Berg
           Electronics Group, Inc.; f/k/a Berg Electronics Holdings Corp.; f/k/a
           Berg CS Holdings,  Inc.),  together with amendments  thereto.  (Filed
           previously as an exhibit to the Company's  Registration  Statement on
           Form S-1 (File No. 33-98240), and incorporated by reference herein.)

     3.2   Certificate  of  Amendment to  Certificate  of  Incorporation,  dated
           February 29, 1996, of Berg Electronics  Corp. (Filed previously as an
           exhibit to the Berg  Electronics  Corp.  Form 10-K for the year ended
           December 31, 1995 and incorporated by reference herein.)

     3.3   Certificate  of Amendment to Amended  Certificate  of  Incorporation,
           dated May 28, 1998, of Berg Electronics Corp.

     3.4   Amended  and  Restated  Bylaws  of  Berg  Electronics   Corp.  (Filed
           previously as an exhibit to the Company's  Registration  Statement on
           Form S-1 (File No. 33-98240), and incorporated by reference herein.)

     4.1   Certificate  of  Designations,  Preferences  and  Rights  of Series A
           Junior Preferred Stock of Berg Electronics Corp. (Filed previously as
           an exhibit to the Company's Form 10-K for the year ended December 31,
           1997, and incorporated by reference herein.)

     4.2   1998 Incentive Compensation Plan.

      5    Opinion of Weil, Gotshal & Manges LLP.

    23.1   Consent of Arthur Andersen LLP.

    23.2   Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5).

     24    Power of  Attorney  (see  pages  II-5  and II-6 of this  Registration
           Statement).
[{"type": "S-8", "sequence": "1", "description": "COMMON STOCK", "secsgml_size_bytes": 16042}]
{"company-data": {"conformed-name": "BERG ELECTRONICS CORP /DE/", "cik": "0000904900", "assigned-sic": "3678", "irs-number": "752451903", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57903", "film-number": "98655489"}, "business-address": {"street1": "101 S HANLEY RD", "city": "ST LOUIS", "state": "MO", "zip": "63105", "phone": "3147261323"}, "mail-address": {"street1": "101 S HANLEY RD", "street2": "STE 400", "city": "ST LOUIS", "state": "MO", "zip": "63105"}, "former-company": {"former-conformed-name": "BERG ELECTRONICS  CORP  /DE/", "date-changed": "19951120"}}
As filed with the Securities and Exchange Commission on June 26, 1998.
                                               Registration No. ________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             BERG ELECTRONICS CORP.

             (Exact Name of Registrant as Specified in Its Charter)

                Delaware                                75-2451903
      (State or Other Jurisdiction                   (I.R.S. Employer
    of Incorporation or Organization)               Identification No.)

                                                      James N. Mills
                                                  101 South Hanley Road
          101 South Hanley Road                 St. Louis, Missouri  63105
       St. Louis, Missouri  63105                     (314) 726-1323
    (Address, Including Zip Code, of         (Name, Address, Including Zip Code,
          Registrant's Principal               and Telephone Number, Including
            Executive Offices)                 Area Code, of Agent for Service)

            Berg Electronics Corp. 1998 Incentive Compensation Plan
                                 (Full Title of the Plan)

                              CALCULATION OF REGISTRATION FEE
===================================================================================================
                                           Proposed Maximum   Proposed Maximum
  Title of Securities      Amount to be     Offering Price        Aggregate          Amount of
  to be Registered (1)    Registered (1)     Per Share (2)    Offering Price (2) Registration Fee
---------------------------------------------------------------------------------------------------
Common Stock,
     $.01 Par Value       977,713 Shares        $20.50         $20,043,116.50        $5,912.72
===================================================================================================
(1)   Shares of common stock, $.01 par value per share ("Common Stock"), of Berg
      Electronics  Corp. (the "Company") being  registered  hereby relate to the
      Company's  1998  Incentive  Compensation  Plan.  Pursuant  to Rule  416(a)
      promulgated  under the Securities Act of 1933, as amended (the "Securities
      Act"),  there  is  also  being  registered  an  indeterminate   amount  of
      additional  shares of Common  Stock as may become  issuable as a result of
      stock splits, stock dividends or similar transactions.

(2)   In accordance with sections (c) and (h)(1) of Rule 457  promulgated  under
      the Securities Act, calculated on the basis of the average of the high and
      low prices of the Common Stock as reported on the New York Stock  Exchange
      on June 24, 1998.
1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents are incorporated by reference in this Registration
Statement:

     (a) The Company's  Annual  Report on Form 10-K for the year ended  December
31, 1997;

     (b) All other  reports  filed by the Company  pursuant to Section  13(a) or
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
since the end of the  fiscal  year  covered  by the  Annual  Report on Form 10-K
referred to in (a) above; and

     (c) The  description of the Company's  Common Stock,  which is contained in
the Company's  Registration Statement on Form 8-A (File No. 1-14080) filed under
Section 12(b) of the Exchange Act on November 9, 1995,  including any amendments
or reports filed for the purpose of updating such description.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this  Registration  Statement that indicates that all of the shares
of Common Stock offered have been sold or which  deregisters  all of such shares
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.  Any statement incorporated or deemed to be incorporated by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Registration Statement to the extent that a statement contained herein or in any
other  subsequently  filed document  modifies or supersedes such statement.  Any
such  statement  so modified  or  superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

     Not applicable.

                                    II-1
Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     The Company is incorporated  in Delaware.  Under Section 145 of the General
Corporation Law of the State of Delaware,  a Delaware corporation has the power,
under specified  circumstances and subject to certain limitations,  to indemnify
its directors,  officers, employees and agents in connection with actions, suits
or  proceedings  brought  against  them by a third  party or in the right of the
corporation,  by  reason  of the fact  that  they  were or are  such  directors,
officers,  employees or agents, against liabilities and expenses incurred in any
such  action,  suit,  or  proceeding.   Article  Tenth  of  the  Certificate  of
Incorporation of the Company provides for mandatory indemnification of directors
and officers to the fullest extent  permitted by the General  Corporation Law of
the State of Delaware.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors,  officers and controlling  persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company 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 and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against  such  liabilities  (other  than the  payment by the Company of expenses
incurred or paid by a director,  officer or  controlling  person  thereof 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 pursuant to this Registration Statement,  the Company will, unless in
the opinion of 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 and will be governed by the final adjudication of such issue.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

3.1  Certificate  of  Incorporation  of  Berg  Electronics   Corp.  (f/k/a  Berg
     Electronics Group, Inc.; f/k/a Berg Electronics  Holdings Corp.; f/k/a Berg
     CS Holdings,  Inc.), together with amendments thereto. (Filed previously as
     an exhibit to the  Company's  Registration  Statement on Form S-1 (File No.
     33-98240), and incorporated by reference herein.)

                                    II-2
3.2  Certificate of Amendment to Certificate  of  Incorporation,  dated February
     29, 1996, of Berg Electronics  Corp. (Filed previously as an exhibit to the
     Company's Form 10-K for the year ended December 31, 1995, and  incorporated
     by reference herein.)

3.3  Certificate of Amendment to Amended Certificate of Incorporation, dated May
     28, 1998, of Berg Electronics Corp.*

3.4  Amended and Restated Bylaws of Berg Electronics  Corp. (Filed previously as
     an exhibit to the  Company's  Registration  Statement on Form S-1 (File No.
     33-98240), and incorporated by reference herein.)

4.1  Certificate  of  Designations,  Preferences  and  Rights of Series A Junior
     Preferred Stock of Berg Electronics  Corp.  (Filed previously as an exhibit
     to the  Company's  Form 10-K for the year  ended  December  31,  1997,  and
     incorporated by reference herein.)

4.2  1998 Incentive Compensation Plan.*

5    Opinion of Weil, Gotshal & Manges LLP.*

23.1 Consent of Arthur Andersen LLP.*

23.2 Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5).

24   Power of Attorney (see pages II-5 and II-6 of this Registration Statement).

--------------------
*     Filed herewith.

Item 9.  Undertakings.

     (a) The undersigned hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective  amendment to this Registration  Statement
               to include any material  information  with respect to the plan of
               distribution  not  previously   disclosed  in  this  Registration
               Statement  or any  material  change to such  information  in this
               Registration Statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities  Act,  each  such  post-effective  amendment  shall be
               deemed  to  be a  new  registration  statement  relating  to  the
               securities offered therein, and the

                                    II-3
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 hereby undertakes that, for purposes of determining any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act that is  incorporated  by
reference  in  this  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) See Item 6.

           [The remainder of this page is intentionally left blank.]

                                    II-4
SIGNATURES

     The Registrant. 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 Clayton, State of Missouri, on this 26th day of
June, 1998.

                                    BERG ELECTRONICS CORP.

                                    By:   /s/ David M. Sindelar
                                       ----------------------------------------
                                          David M. Sindelar
                                          Senior Vice President and
                                             Chief Financial Officer

     Each person whose signature to this  Registration  Statement  appears below
hereby appoints David M. Sindelar as his  attorney-in-fact to sign on his behalf
individually  and in the capacity  stated  below and to file all  post-effective
amendments  to this  Registration  Statement,  which  amendments  may make  such
changes in and additions to this Registration Statement as such attorney-in-fact
may deem necessary or appropriate.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                       Title                    Date
         ---------                       -----                    ----
/s/ James N. Mills       Chairman of the Board of Directors   June 26, 1998
---------------------------  and Chief Executive Officer
      James N. Mills         (Principal Executive Officer)
                             

   /s/ David M. Sindelar     Senior Vice President and Chief      June 26, 1998
---------------------------  Financial Officer (Principal 
     David M. Sindelar       Financial Officer)

  /s/ Joseph S. Catanzaro    Chief Accounting Officer (Principal  June 26, 1998
---------------------------  Accounting Officer)
    Joseph S. Catanzaro 

   /s/ Timothy L. Conlon     Director, President and Chief        June 26, 1998
---------------------------  Operating Officer
     Timothy L. Conlon

                                    II-5
/s/ Thomas O. Hicks      Director                             June 26, 1998
--------------------------
      Thomas O. Hicks

     /s/ Charles W. Tate     Director                             June 26, 1998
--------------------------
      Charles W. Tate

   /s/ Richard W. Vieser     Director                             June 26, 1998
--------------------------
     Richard W. Vieser

   /s/ Kenneth F. Yontz      Director                             June 26, 1998
--------------------------
     Kenneth F. Yontz
II-6
Exhibit Index

 Exhibit
   No.     Description
 -------   -----------

     3.1   Certificate of Incorporation of Berg  Electronics  Corp.  (f/k/a Berg
           Electronics Group, Inc.; f/k/a Berg Electronics Holdings Corp.; f/k/a
           Berg CS Holdings,  Inc.),  together with amendments  thereto.  (Filed
           previously as an exhibit to the Company's  Registration  Statement on
           Form S-1 (File No. 33-98240), and incorporated by reference herein.)

     3.2   Certificate  of  Amendment to  Certificate  of  Incorporation,  dated
           February 29, 1996, of Berg Electronics  Corp. (Filed previously as an
           exhibit to the Berg  Electronics  Corp.  Form 10-K for the year ended
           December 31, 1995 and incorporated by reference herein.)

     3.3   Certificate  of Amendment to Amended  Certificate  of  Incorporation,
           dated May 28, 1998, of Berg Electronics Corp.

     3.4   Amended  and  Restated  Bylaws  of  Berg  Electronics   Corp.  (Filed
           previously as an exhibit to the Company's  Registration  Statement on
           Form S-1 (File No. 33-98240), and incorporated by reference herein.)

     4.1   Certificate  of  Designations,  Preferences  and  Rights  of Series A
           Junior Preferred Stock of Berg Electronics Corp. (Filed previously as
           an exhibit to the Company's Form 10-K for the year ended December 31,
           1997, and incorporated by reference herein.)

     4.2   1998 Incentive Compensation Plan.

      5    Opinion of Weil, Gotshal & Manges LLP.

    23.1   Consent of Arthur Andersen LLP.

    23.2   Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5).

     24    Power of  Attorney  (see  pages  II-5  and II-6 of this  Registration
           Statement).