Exhibit 4.5

             AMENDMENT NO. 3 TO RIGHTS AGREEMENT

      This  Amendment No. 3 to Rights Agreement ("Amendment)
is  made  and entered into as of this 11th day of  February,
1998,  by  and  between Robinson Nugent,  Inc.,  an  Indiana
corporation  (the "Company"), and Harris Trust  and  Savings
Bank,  as  successor Rights Agent to Bank One, Indianapolis,
N.A. (the "Rights Agent").

                         WITNESSETH:

      WHEREAS, the Company and the Rights Agent are  parties
to that certain Rights Agreement dated as of April 21, 1998,
as amended (the "Rights Agreement"); and

     WHEREAS,  the  Company and the Rights Agent  desire  to
further amend the Rights agreement;

      NOW  THEREFORE, in consideration of the premises,  the
parties hereby agree as follows:

     1.   Section 1, paragraph P., of the Rights Agreement is
          hereby amended to read in its entirety as follows:

          P.   "Expiration Date" shall mean the Close of Business on
            April 15, 2008.

     2.   This  Amendment may be executed in any  number  of
          counterparts and each of such counterparts shall for all
          purposes be deemed to be an original, and all such
          counterparts shall together constitute but one and the same
          instrument.

     3.   The term "Agreement" as used in the Rights Agreement
          shall be deemed to refer to the Rights Agreement as amended
          hereby.

     
     

     4.
     In  all  respects not inconsistent with the  terms  and
     provisions  of this Amendment, the Rights Agreement  is
     hereby  ratified, adopted, approved and confirmed.   In
     executing  and  delivering this Agreement,  the  Rights
     Agent   shall   be  entitled  to  all  privileges   and
     immunities afforded to the Rights Agent under the terms
     and conditions of the Rights Agreement.

     

     
     IN WITNESS WHEREOF, the parties hereto have caused this
     Amendment  to be duly executed, all as of the  day  and
     year first above written.
     
                         ROBINSON NUGENT, INC.
     
                         By:       /s/ Larry W. Burke
                                   --------------------
     
                         Name:     Larry W. Burke
                                   --------------------
     
                         Title:    President & CEO
                                   --------------------
     
                         HARRIS TRUST AND SAVINGS BANK, as
                         successor Rights Agent to Bank One,
                              Indianapolis, N.A.
     
                         By:       /s/ Simone Harris
                                   --------------------
     
                         Name:     Simone Harris
                                   --------------------
     
                         Title:    Trust Officer
                                   --------------------
     
     
                         CERTIFICATE
     
     
          The undersigned, the Secretary of Robinson Nugent,
     Inc.,   an  Indiana  corporation  (the  "Corporation"),
     hereby  certifies to Harris Trust and Savings Bank,  as
     successor Rights Agent to Bank One, Indianapolis,  N.A.
     (the "Rights Agent"), as follows:
     
          1.   Amendment No. 3 to Rights Agreement, a copy of which is
               attached hereto as Exhibit A (the "Amendment"), was approved
               and adopted by the Board of Directors of the Corporation at
               a meeting held on January 22, 1998.

          2.   The Amendment is in compliance with the provisions of
               Section 27 of the Rights Agreement dated April 21, 1988, as
               amended, between the Corporation and the Rights Agent.

     IN  WITNESS  WEREOF, the undersigned has executed  this
Certificate this 11th day of February, 1998.
          
          
          
          
                              /s/ Richard L. Mattox
                              -------------------------
                              Richard L. Mattox
                              Secretary