Exhibit 4.3A
                              
                              
                       First Amendment
                             to
                      Warrant Agreement
     
     This  First Amendment to Warrant Agreement is made  and
entered  into  as  of  the 10th day of June,  1997,  by  and
between   Littelfuse,  Inc.  (the  OCompanyO)  and   LaSalle
National  Bank  (formerly known as LaSalle  National  Trust,
N.A.), as Warrant Agent (the OWarrant AgentO);

                    W i t n e s s e t h:
     
     Whereas,  the  Company  and  the  Warrant  Agent   have
heretofore executed that certain Warrant Agreement dated  as
of December 20, 1991 (the OWarrant AgreementO); and
     
     Whereas,  the Company has received the written consents
of  the holders of the certificates representing at least  a
majority  of  the  outstanding Warrants  under  the  Warrant
Agreement to an amendment to the Warrant Agreement to add  a
new Section 12.19;
     
     Now,  Therefore, in consideration of the  premises  and
other  good  and  valuable consideration,  the  receipt  and
sufficiency  of which are hereby acknowledged,  the  parties
hereto hereby agree as follows:
     
     1.   The Warrant Agreement is hereby amended to add the
following  new  SectionE12.19 to  the  end  of  the  Warrant
Agreement:
     
      12.19.   Adjustments Relating to June 10, 1997, Common
     Stock Dividend.  In the event that the Company pays  on
     or  about  June  10, 1997 (the date  of  payment  being
     hereinafter referred to as the OStock Dividend  Payment
     DateO), a dividend of one share of the Common Stock  on
     each  issued and outstanding share of the Common Stock,
     effective as of the Stock Dividend Payment Date:
          
               (i)    the Exercise Price shall be halved  to
          $4.18;
          
              (ii)    a Stock Unit shall remain at one share
          of   New   Common  Stock,  subject  to  subsequent
          adjustments as provided in this Agreement; and
          
             (iii)    the number of Warrants represented  by
          each certificate representing Warrants outstanding
          on June 10, 1997, shall be doubled.
     
     2.    Except  as specifically amended by this document,
the  Warrant  Agreement  shall remain  unchanged  and  shall
continue in full force and effect.
     
     In  Witness  Whereof, the parties hereto have  executed
this First Amendment to Warrant Agreement as of the day  and
year first above written.
                                    
                                    LaSalle National Bank,
                                       as Warrant Agent
                                    
                                    
                                    By
                                      Authorized Signature
                                    
                                    _______________________
                                       ____
                                      Title
                                    
                                    Littelfuse, Inc.
                                    
                                    
                                    
                                    By
                                      Title
                                       ___________________