UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                   FORM 10-Q


        X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    -------- SECURITIES EXCHANGE ACT OF 1934
    For the quarterly period ended         March 31, 1994
                                     -------------------------------

                                       OR

             TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    -------- SECURITIES EXCHANGE ACT OF 1934
    For the transition period from
                                   -----------------------------------

                         Commission File Number 0-7491

                               MOLEX INCORPORATED
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                Delaware                                   36-2369491
    --------------------------------                  ---------------------
    (State or other jurisdiction                      (I.R.S. Employer
    of incorporation or organization)                  Identification No.)

    2222 Wellington Court, Lisle, Illinois                     60532
    -----------------------------------------------------------------------
    (Address of principal executive offices)                 (Zip Code)


    Registrant's telephone number, including area code:  708-969-4550
                                                         ------------


    Indicate by check mark whether the registrant (1) has filed all reports
    required to be filed by Section 13 or 15(d) of the Securities Exchange
    Act of 1934 during the preceding 12 months (or for such shorter period
    that the registrant was required to file such reports), and (2) has
    been subject to such filing requirements for the past 90 days.

                  Yes       X                   No
                      -----------                  ------------

    Indicate the number of shares outstanding of each of the issuer's
    classes of common stock, as of the latest practicable date (applicable
    only to corporate registrants).   At March 31, 1994:

                  Common Stock            31,784,401   Shares

                  Class A Common Stock    31,587,027   Shares

                  Class B Common Stock        94,255   Shares










                                 MOLEX INCORPORATED
                                     FORM 10-Q
                                   MARCH 31, 1994
                                       INDEX



                                                                          Page
                                                                          ----
                           PART I - FINANCIAL INFORMATION

        Item 1.  Financial Information - Unaudited

                 Condensed Consolidated Balance Sheets --                  2
                 March 31, 1994 and June 30, 1993

                 Condensed Consolidated Statements of Income --            3
                 Three Months and the Nine Months Ended
                 March 31, 1994 and 1993

                 Condensed Consolidated Statements of Cash Flows --        4
                 Nine Months Ended March 31, 1994 and 1993

                 Notes to Condensed Consolidated Financial Statements      5

        Item 2.  Management's Discussion and Analysis of
                 Financial Condition and Results of Operations             6




                            PART II - OTHER INFORMATION                    9
























                                        -1-



                                           MOLEX INCORPORATED
                                  CONDENSED CONSOLIDATED BALANCE SHEETS
                                        (Unaudited - In Thousands)

                           ASSETS
                           ------

                                                               Mar 31,       June 30,
                                                                1994           1993
CURRENT ASSETS:                                              ---------      ---------
                                                                      
   Cash                                                     $   16,911      $  27,160
   Short-term investments                                      220,138        158,893
   Accounts receivable - net                                   191,945        193,192
   Inventories                                                 112,849        104,488
   Other current assets                                         21,938         16,484
                                                             ---------      ---------
         Total current assets                                  563,781        500,217

PROPERTY, PLANT AND EQUIPMENT - NET                            415,483        385,828

OTHER ASSETS                                                    61,789         75,730
                                                             ---------      ---------
                                                            $1,041,053      $ 961,775
                                                             =========      =========

            LIABILITIES AND SHAREHOLDERS' EQUITY
            ------------------------------------

CURRENT LIABILITIES:
   Accounts payable                                          $  81,176      $  79,223
   Accrued expenses                                             74,792         65,716
   Other current liabilities                                    24,416         35,560
                                                             ---------      ---------
         Total current liabilities                             180,384        180,499

DEFERRED ITEMS                                                  11,406         11,378
ACCRUED POSTRETIREMENT BENEFITS OTHER THAN PENSIONS              7,538          6,883
LONG-TERM DEBT, less portion due currently                       7,512          7,510
MINORITY INTEREST                                                4,884          3,851

SHAREHOLDERS' EQUITY
   Common stock                                                  3,282          3,267
   Paid-in capital                                              54,348         47,052
   Retained earnings                                           701,718        637,074
   Treasury stock                                              (31,653)       (31,107)
   Deferred unearned compensation                               (7,996)        (6,235)
   Cumulative translation adjustments                          109,630        101,603
                                                             ---------      ---------
         Total shareholders' equity                            829,329        751,654
                                                             ---------      ---------
                                                            $1,041,053      $ 961,775
                                                             =========      =========

The accompanying notes are an integral part of these condensed consolidated financial statements.

                                              -2-







                                     MOLEX INCORPORATED
                         CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                         (Unaudited - In Thousands Except per Share)


                                                                  THREE MONTHS ENDED          NINE MONTHS ENDED
                                                                -----------------------    -----------------------
                                                                 Mar 31,        Mar 31,     Mar 31,        Mar 31,
                                                                  1994           1993        1994           1993
                                                                --------       --------    --------       --------
                                                                                              
NET REVENUE                                                     $238,568       $206,011    $696,708       $623,699

COST OF SALES                                                    138,465        122,844     405,548        369,697
                                                                --------       --------    --------       --------
  Gross Profit                                                   100,103         83,167     291,160        254,002
OPERATING EXPENSES:
   Selling                                                        26,862         23,670      80,641         72,406
   Administrative                                                 34,237         28,832      99,395         87,852
                                                                --------       --------    --------       --------
     Total Operating Expenses                                     61,099         52,502     180,036        160,258

   Income from Operations                                         39,004         30,665     111,124         93,744

OTHER INCOME (EXPENSE):
   Foreign currency transaction loss                                (747)          (910)     (2,118)        (3,579)
   Interest                                                        1,402          1,347       3,712          3,838
                                                                --------       --------    --------       --------
     Total Other Income                                              655            437       1,594            259

   Income before Income Taxes
      and Minority Interest                                       39,659         31,102     112,718         94,003

INCOME TAXES                                                      15,761         13,563      45,374         41,578
                                                                --------       --------    --------       --------
  Income before Minority Interest                                 23,898         17,539      67,344         52,425

MINORITY INTEREST                                                   (302)          (131)       (961)          (209)
                                                                --------       --------    --------       --------
INCOME BEFORE CUMULATIVE EFFECT OF CHANGE
   IN ACCOUNTING PRINCIPLE                                        23,596         17,408      66,383         52,216


   Cumulative effect of change in method of accounting for
      postretirement benefits other than pensions, net of tax          -              -           -          3,605
                                                                --------       --------    --------       --------
NET INCOME                                                      $ 23,596       $ 17,408    $ 66,383       $ 48,611
                                                                ========       ========    ========       ========

EARNINGS PER COMMON SHARE:
   Earnings Per Common Share before cumulative effect
      of change in accounting principle                         $   0.37       $   0.28    $   1.05       $   0.83

   Cumulative effect of change in method of accounting for
      postretirement benefits other than pensions per share            -              -           -           0.06
                                                                --------       --------    --------       --------
   EARNINGS PER COMMON SHARE                                    $   0.37       $   0.28    $   1.05       $   0.77
                                                                ========       ========    ========       ========

   CASH DIVIDENDS PER COMMON SHARE                              $ 0.0100       $ 0.0075    $ 0.0275       $ 0.0190
                                                                ========       ========    ========       ========
WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING
   DURING THE PERIOD                                              63,402         63,041      63,285         62,959
                                                                ========       ========    ========       ========

The accompanying notes are an integral part of these condensed consolidated financial statements.

                                               -3-







                                            MOLEX INCORPORATED
                              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        (Unaudited - In Thousands)


                                                                 NINE MONTHS ENDED
                                                              -----------------------
                                                               Mar 31,        Mar 31,
                                                                1994           1993
                                                              --------       --------
                                                                       
CASH AND SHORT-TERM INVESTMENTS, Beginning of Period          $186,053       $157,157
CASH AND SHORT-TERM INVESTMENTS
   PROVIDED FROM (USED FOR):
 Operations:
   Net income                                                   66,383         48,611
    Add (Deduct) non-cash items included in net income:
      Cumulative effect of change in accounting for
         postretirement benefits other than pensions                 -          3,605
      Depreciation and amortization                             65,870         55,141
      Minority  interest                                           961            209
      Amortization of deferred unearned compensation             2,049          1,773
      Loss (gain) on sale of property, plant and equipment         371         (1,673)
      Other charges to net income                                  118            301
    Current items:
      Accounts receivable                                        2,146         (4,915)
      Inventories                                               (7,150)        (3,651)
      Prepaid expenses                                          (4,776)          (640)
      Accounts payable                                             404        (18,860)
      Accrued expenses                                           8,994          5,542
      Income taxes                                             (11,144)        (4,785)
                                                              --------       --------
            NET CASH PROVIDED FROM OPERATIONS                  124,226         80,658
 Investments:
   Purchases of property, plant and equipment                  (92,208)       (64,571)
   Proceeds from sale of property, plant and equipment           2,436          4,142
   Decrease in other assets                                     11,490          7,281
                                                              --------       --------
            NET CASH USED FOR INVESTMENTS                      (78,282)       (53,148)
 Financing:
   Increase in long-term debt                                    1,164              -
   Decrease in long-term debt                                   (1,212)          (990)
   Cash dividends paid                                          (1,580)          (975)
   Disposition of treasury stock                                   871            771
   Exercise of stock options                                     2,084          1,454
                                                              --------       --------
            NET CASH PROVIDED FROM FINANCING                     1,327            260

EFFECT OF EXCHANGE RATE CHANGES ON CASH
       AND SHORT-TERM INVESTMENTS                                3,725             82
                                                              --------       --------
                                                                50,996         27,852
                                                              --------       --------
CASH AND SHORT-TERM INVESTMENTS, End of Period                $237,049       $185,009
                                                              ========       ========

The accompanying notes are an integral part of these condensed consolidated financial statements.

                                        -4-





                               MOLEX INCORPORATED

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



        (1)  Consolidated Financial Statements

        The condensed consolidated financial statements have been prepared
        from the Company's books without audit and are subject to year-end
        adjustments.  The interim financial statements reflect all
        adjustments which are, in the opinion of management, necessary for
        a fair presentation of information for the interim periods
        presented.  The condensed consolidated financial statements should
        be read in conjunction with the consolidated financial statements
        and notes thereto included in the Molex Incorporated 1993 Annual
        Report to Shareholders and the 1993 Annual Report on Form 10-K.
        The results of operations for the interim periods should not be
        considered indicative of results to be expected for the full year.


        (2)  Earnings per Common Share

        Earnings per common share (including Common Stock, Class A Common
        Stock and Class B Common Stock) have been computed using the
        weighted average number of common shares outstanding during the
        periods.  For the periods ended March 31, 1994 and 1993, the
        shares shown as outstanding in the Condensed Consolidated
        Statements of Income do not require adjustments for common stock
        equivalents as they do not have a material dilutive effect after
        applying the treasury stock method.


        (3)  Inventories

        Inventories are valued at the lower of first-in, first-out cost or
        market.

        Inventories, in thousands of dollars, consisted of the following:


                                          March 31,        June 30,
                                            1994             1993
                                        -----------      -----------

        Raw materials                     $ 19,921         $ 18,600
        Work in process                     43,002           39,379
        Finished goods                      49,926           46,509
                                        -----------      -----------
                                          $112,849         $104,488
                                        ===========      ===========







                                      -5-








                                 MOLEX INCORPORATED

             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                              AND RESULTS OF OPERATIONS


         RESULTS OF OPERATIONS

         Consolidated net revenues for the quarter and nine months ended
         March 31, 1994 increased 15.8 percent and 11.7 percent
         respectively, over net revenues for the corresponding periods
         during the prior fiscal year.  The generally lower value of the
         U.S. dollar compared to other currencies worldwide increased net
         revenues by $4.6 million for the quarter and $8.0 million for the
         nine months ending March 31, 1994.  Excluding the effects of
         currency fluctuation, growth in net revenues would have equaled
         13.6 percent for the quarter and 10.4 percent for the nine months
         ending March 31, 1994.

         Molex continued to gain market share, with nearly all regions
         growing at a rate greater than the general connector industry.
         Net revenues in the U.S. Region increased 12.0 percent for the
         nine months ending March 31, 1994.  The revenue growth was due to
         increased customer penetration through the introduction of new
         products.  For the nine months ending March 31, 1994, the Americas
         (Non-U.S.) Region posted revenue growth of 44.1 percent, due to
         substantially increased sales in Mexico and improved sales in
         Brazil.

         European net revenues for the nine months ending March 31, 1994
         improved 23.1 percent in local currencies, but were up 9.2
         percent in U.S. dollars as the dollar continued to gain strength
         against most European currencies.  Increased customer demand in
         the U.K., Ireland and France offset softness in the German
         connector market.  Net revenues in the Far East North increased
         10.1 percent in U.S. dollars due to the strength of the Japanese
         yen against the U.S. dollar, but declined 2.6 percent in local
         currencies due to the continued recession in Japan.

         The Far East South net revenues for the nine months ended
         March 31, 1994 increased 10.0 percent in U.S. dollars from the
         comparable period last fiscal year.  However, during the third
         quarter of fiscal 1993, Molex sold a manufacturing facility in
         Singapore and transferred a portion of the region's harness
         operations to a newly formed joint venture company.  Adjusting for
         this change, Far East South net revenues for the nine month period
         increased 18.1 percent from the same period a year ago.  This
         regional growth is primarily due to increased customer penetration
         at many of the U.S., Japanese and European multinational companies
         who have relocated manufacturing operations to the region and to
         the strong growth in the personal computer and disk drive
         industries.





                                         -6-







         For the nine months ending March 31, 1994, 70 percent of Molex's
         worldwide net revenues were generated by its international
         operations, compared to 71 percent for the same period during the
         prior fiscal year.  International operations are subject to
         currency fluctuations and government actions.  Molex monitors its
         foreign currency exposure in each country and implements
         strategies responsive to changing economic and political
         environments.  Due to the uncertainty of the foreign exchange
         markets, Molex cannot reasonably predict future trends related to
         foreign currency fluctuations.  Foreign currency fluctuations have
         impacted results in the past and may impact results in the future.

         The gross profit percentage of 42.0 percent and 41.8 percent
         for the respective quarter and nine months ending March 31, 1994
         increased from the 40.4 percent and 40.7 percent reported during
         the comparable periods of the previous fiscal year.  The Company
         was able to offset the effects of price erosion and higher
         depreciation charges with improved manufacturing efficiencies,
         greater absorption of fixed costs due to increased sales volume
         and favorable changes in product mix.  For the nine months ended
         March 31, 1994, depreciation and amortization expenses have
         increased 19.5 percent from a year ago.  The increase is
         attributed to the higher level of capital expenditures during the
         past several years.  This year, as last, the majority of capital
         expenditures will be for new tooling and equipment directly
         related to improving efficiencies and increasing revenues.

         We anticipate that price erosion will continue in the connector
         industry.  To help offset this pressure on margins we will
         continue to focus upon productivity improvements, control of
         expenses and the introduction of new and innovative products.

         Operating expenses as a percent of net revenue for the nine months
         ending March 31, 1994 remained unchanged from the same period a
         year ago, reflecting continued management focus on the control of
         expenses.

         Foreign currency transaction losses decreased 17.9 percent for the
         quarter and 40.8 percent for the nine months ending March 31, 1994
         over the prior year's losses when the Company incurred significant
         losses due to the abrupt devaluation of several European
         currencies.

         Interest income, net of interest expense, decreased slightly
         for the quarter and nine months ending March 31, 1994.  The
         decrease reflects lower average interest rates in countries where
         Molex has significant short-term investments.  Interest expense
         has remained relatively unchanged from the prior year.










                                         -7-







         The effective tax rate for the quarter ending March 31, 1994
         equaled 39.7 percent as compared to 43.6 percent reported for the
         same period in the prior year.  This decrease is primarily caused
         by increased pretax profitability in countries with lower
         effective tax rates and increased foreign tax credit utilization.
         The effective tax rates for the comparable nine month periods
         ending March 31, 1994 and 1993, of 40.3 percent and 44.2 percent
         also reflect this trend.

         During the fourth quarter of fiscal 1993 Molex adopted Statement
         of Financial Accounting Standards No. 106, "Employees Accounting
         for Postretirement Benefits Other Than Pensions."  In adopting
         this standard, Molex elected to immediately recognize the
         cumulative effect and restate the previously reported fiscal 1993
         quarterly results.

         Net income for the quarter was $23.6 million or 37 cents per
         share, a 35.5 percent increase compared with $17.4 million or 28
         cents per share for the same quarter last fiscal year.  Excluding
         the effects of currency fluctuations, net income for the quarter
         increased 31.4 percent over the same quarter last fiscal year.
         For the nine months ending March 31, 1994, income before the
         cumulative effect of change in accounting was $66.4 million or
         1.05 cents per share, a 27.1 percent increase compared to $52.2
         million or 83 cents per share for the same period last fiscal
         year.  Excluding the effects of currency fluctuations, income
         before the cumulative effect of change in accounting for the nine
         months increased 24.0 percent over the prior fiscal year.

         LIQUIDITY AND CAPITAL

         Molex maintained its strong financial position during the first
         nine months of fiscal 1994.  Working capital at March 31, 1994 was
         $383.4 million, up from $319.7 million at June 30, 1993.  Current
         assets increased by $63.6 million, primarily due to an increase in
         cash and short-term investments and current liabilities decreased
         slightly.

         Management believes that the Company's current liquidity and
         financial flexibility are adequate to support its current growth.


         OUTLOOK

         We believe Molex remains well positioned to continue increasing
         market share in all regions.  Business remains strong in the Far
         East South, United States and Americas (Non-U.S.).  Economic
         conditions remain difficult in several European countries.  The
         fiscal year 1994 nine month results in this region were
         encouraging and we remain optimistic about the business
         opportunities for Molex in the European automotive,
         telecommunications and local area network markets.  Local business
         remains slow in Japan.  While Japan's economic difficulties may
         last through most of fiscal 1994, we believe that our continuing
         emphasis upon new product introduction, quality, delivery
         performance and improved efficiencies will generate improved long-
         term results.

                                         -8-





                          Part II - Other Information





        Items 1 - 6.   Not Applicable



















































                                     -9-







                              S I G N A T U R E S







    Pursuant to the requirements of the Securities Exchange Act of 1934,

    the registrant has duly caused this report to be signed on its behalf

    by the undersigned thereunto duly authorized.




                                                  MOLEX INCORPORATED
                                                  -------------------
                                                     (Registrant)






    Date    May 13, 1994                     /s/ JOHN C. PSALTIS
           ------------------                    -----------------------
                                                 John C. Psaltis
                                                 Corporate Vice President,
                                                 Treasurer and Chief
                                                 Financial Officer




    Date    May 13, 1994                     /s/ LOUIS A. HECHT
           ------------------                    -----------------------
                                                 Louis A. Hecht
                                                 Corporate Secretary and
                                                 General Counsel