Exhibit
10.6B







RESOLVED FURTHER:  That, effective June 10, 1997, Section  2
(b)  of  the 1993 Stock Plan for Employees and Directors  of
Littelfuse,   Inc.  be  amended  to  increase  the   maximum
aggregate  number  of shares of Common  Stock  as  to  which
awards of options, restricted shares, units or rights may be
made  from time to time thereunder from 600,000 to 1,200,000
shares to reflect the Stock Dividend and that the number  of
shares  of Common Stock which shall be reserved for issuance
thereunder be increased to 1,200,000.