Exhibit 3.1


                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                                LITTELFUSE, INC.


         Pursuant to Sectiona242 of the General  Corporation Law of the State of
Delaware,  LITTELFUSE,  INC., a corporation  organized and existing under and by
virtue of the provisions of the General Corporation Law of the State of Delaware
(hereinafter referred to as the oCorporationo), does hereby certify:


     FIRST:  That the original  Certificate of  Incorporation of the Corporation
was filed in the Office of the  Secretary  of State of Delaware on  Novembera25,
1991.


         SECOND:  That, pursuant to the affirmative vote of all of the directors
of the  Corporation  at a meeting of the board of directors  held on February 7,
1997, and the affirmative  vote by stockholders of the Corporation  representing
more than a majority of the  outstanding  shares of the Common Stock,  par value
$.01 per share, of the Corporation at the annual meeting of the  stockholders of
the Corporation held on April 25, 1997, all in accordance with the provisions of
Sectiona242 of the General  Corporation Law of the State of Delaware,  the board
of directors and  stockholders  of the  Corporation  duly approved and adopted a
resolution  providing  that  Section  1 of  Article  IV of  the  Certificate  of
Incorporation of the Corporation be amended in its entirety to read as follows:


                  Section 1.  The  aggregate  number of shares of capital  stock
         which the  Corporation  shall have  authority  to issue is  Thirty-five
         Million  (35,000,000) shares, of which Thirty-four Million (34,000,000)
         shares  shall be  designated  Common  Stock,  par value  $.01 per share
         (oCommon  Stocko),   and  One  Million   (1,000,000)  shares  shall  be
         designated  Preferred  Stock,  par  value  $.01 per  share  (oPreferred
         Stocko).  The shares  designated  as Common Stock shall have  identical
         rights and privileges in every respect.


         THIRD:  That said amendment to the Certificate of  Incorporation  shall
become  effective upon filing of this  Certificate of Amendment in the Office of
the Secretary of State of the State of Delaware.


     IN WITNESS  WHEREOF,  LITTELFUSE,  INC.  has  caused  this  Certificate  of
Amendment to be executed by its President as of the 25th day of April, 1997.


                                                     LITTELFUSE, INC.




                                                      By


                                                      Howard B. Witt, President