Exhibit 4.10





                                 FIRST AMENDMENT
                                       TO
                        LITTELFUSE RIGHTS PLAN AGREEMENT


         THIS  FIRST  AMENDMENT  is made and  entered  into as of the 1st day of
August,   1996,  by  and  between  LITTELFUSE,   INC.,  a  Delaware  corporation
(hereinafter referred to as the "Company"), and LASALLE NATIONAL BANK, as Rights
Agent (hereinafter referred to as the "Rights Agent");

                              W I T N E S S E T H:


         WHEREAS, the Company and the Rights Agent have heretofore executed that
certain  Littelfuse  Rights  Plan  Agreement  dated  as  of  December  15,  1995
(hereinafter referred to as the "Rights Plan"); and


         WHEREAS, the Company and the Rights Agent wish to amend the Rights Plan
in certain respects, all in accordance with the terms and provisions hereof;


         NOW,  THEREFORE,  in  consideration  of the premises and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged and confessed, the parties hereto hereby agree as follows:


         1. The definition of "Acquiring Person" contained in the Rights Plan is
hereby amended by adding the following language to the end of the first sentence
of Section 1(a) of the Rights Plan:


                  ; provided,  however,  that for purposes of  calculating  said
                  15%, there shall be included in the number of Common Shares of
                  the Company then  outstanding  the number of Common  Shares of
                  the  Company  into  which  the then  outstanding  Warrants  to
                  purchase  Common Shares of the Company issued pursuant to that
                  certain Warrant Agreement dated December 20, 1991, between the
                  Company and LaSalle  National  Trust,  N.A., as Warrant Agent,
                  are then exercisable.


         2. Except as  specifically  amended hereby the Rights Plan shall remain
unchanged and continue in full force and effect.


         IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this First
Amendment to Littelfuse Rights Plan Agreement as of the day and year first above
written.

                                              LITTELFUSE, INC.




                                              By
                                              Its_________________________
                                       LASALLE NATIONAL BANK, as Rights Agent



                                              By
                                              Its________________________





                                   CERTIFICATE
                                       OF
                                   ADJUSTMENT
                                   FILED WITH
                              LASALLE NATIONAL BANK
                     AS (i) RIGHTS AGENT UNDER THAT CERTAIN
              LITTELFUSE RIGHTS PLAN AGREEMENT (THE "RIGHTS PLAN")
                         DATED AS OF DECEMBER 15, 1995,
                                     BETWEEN
                         LITTELFUSE, INC. ("LITTELFUSE")
                                       AND
                     LASALLE NATIONAL BANK, AS RIGHTS AGENT,
                                       AND
                (ii) AS THE TRANSFER AGENT FOR THE COMMON STOCK,
                          $.01 PAR VALUE, OF LITTELFUSE


         On April 25,  1997,  the Board of Directors  of  Littelfuse  declared a
stock dividend of one share of the Littelfuse  common stock,  $.01 par value per
share (the "Common Stock"),  on each issued and outstanding  share of the Common
Stock,  which was paid and  distributed  on June 10, 1997,  to those  holders of
record of the Common Stock at the close of business on May 20, 1997.


         Pursuant to Section  11(n) of the Rights Plan,  on June 10, 1997,  each
Right  under the  Rights  Plan shall  entitle  the  holder  thereof to  purchase
1/200ths  of a  Preferred  Share for a  purchase  price of  $67.50.  Each  Right
previously  represented a right to purchase  1/100th of a Preferred  Share for a
purchase price of $135.00. This adjustment reflects said stock dividend.


         IN WITNESS  WHEREOF,  Littelfuse has caused this Certificate to be duly
executed as of the 10th day of June, 1997.

                                                LITTELFUSE, INC.


                                          By
                                          Its________________________________