1



                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                   FORM 10-K

               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

    For the fiscal year ended June 30, 1995   Commission File number 0-7491

                              MOLEX INCORPORATED
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                                             36-2369491
- -------------------------------                          -------------------
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)

2222 Wellington Court, Lisle, Illinois                         60532
- ----------------------------------------                     ----------
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code         (708) 969-4550
                                                          ----------------

Securities registered pursuant to Section 12 (b) of the Act:  None
                                                             ------

Securities registered pursuant to Section 12 (g) of the Act:

     Common Stock, par value $0.05
                                     

     Class A Common Stock, par value, $0.05

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.   Yes    X    No   
                                                      -----     -----

On August 25, 1995, the following numbers of shares of the Company's
common stock were outstanding and as restated for the August 1995 dividend:


                                            
             Common Stock                      50,230,119
             Class A Common Stock              50,639,983
             Class B Common Stock                  94,255


The aggregate market value of the voting shares (based on the closing
price of these shares on the National Association of Securities Dealers 
Automated Quotation System on such date) held by non-affiliates was 
approximately $952.6 million.

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Shareholders for the year ended June 30,
1995, are incorporated by reference into Parts I, II and IV of this report.

Portions of the Proxy Statement for the annual meeting of Stockholders, to
be held on October 20, 1995 are incorporated by reference into Part III of
this report.

Index to Exhibits listed on Pages 21 through 22.

                                       1
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                              TABLE OF CONTENTS




                                                                                                 Page
                                                                                                 ----
                                                                                              
Part I 
          Item 1.     Business                                                                     3
          Item 2.     Properties                                                                   8
          Item 3.     Legal Proceedings                                                            9
          Item 4.     Submission of Matters to a Vote of Security Holders                          9
                      Executive Officers of the Registrant                                        10

Part II

          Item 5.     Market for the Registrant's Common Equity and                               12
                      Related Stockholder Matters
          Item 6.     Selected Financial Data                                                     12
          Item 7.     Management's Discussion and Analysis of Financial                           13
                      Condition and Results of Operations
          Item 8.     Financial Statements and Supplementary Data                                 13
          Item 9.     Changes in and Disagreements with Accountants on                            13
                      Accounting and Financial Disclosure

Part III

          Item 10.    Directors and Executive Officers of the Registrant                          14
          Item 11.    Executive Compensation                                                      14
          Item 12.    Security Ownership of Certain Beneficial Owners and                         14
                      and Management.
          Item 13.    Certain Relationships and Related Transactions                              14

Part IV

          Item 14.    Exhibits, Financial Statement Schedules, and Reports                        15
                      on Form 8-K

Statements of Changes in Shares Outstanding                                                       17
Schedule II                                                                                       18
Independent Auditor's Report on Schedule                                                          19
Signature Page                                                                                    20

Index to Exhibits                                                                                 21



                                       2
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                                     PART I



ITEM 1 - BUSINESS


                      GENERAL DEVELOPMENT OF THE BUSINESS

     Molex Incorporated originated from an enterprise established in 1938.  It
     was incorporated in 1972 in the state of Delaware.  As used herein the
     term "Molex" or "Company" includes Molex Incorporated and its United
     States and international subsidiaries.

     During fiscal 1995, Molex purchased the remaining shares of Molex Fiber
     Optics Inc. and Molex Eastern Europe, S.A., and increased its holdings in
     Molex (India) Ltd. and DeCoupage Moulage De Savoie S.A. In addition, $9.3
     million in cash, along with 1.2 million shares of Class A Common Stock,
     was used to purchase Mod-Tap W. Corp.  During fiscal 1994, Molex purchased
     the remaining shares outstanding of Molex Nanco Ltd. and acquired an
     additional 20 percent interest of Dongguan Molex South-China Connector Co.
     Ltd.

                      GENERAL DESCRIPTION OF THE BUSINESS

     Molex is a leading manufacturer of electronic, electrical and fiber optic
     interconnection products and systems; switches; and application tooling.
     Molex operates 44 plants in 21 countries and employs 9,500 people
     worldwide.  Molex serves original equipment manufacturers in industries
     that include computer, computer peripheral, business equipment, home
     entertainment and home appliance, automotive, telecommunications, local
     area network and residential construction.  Molex offers more than 50,000
     products to customers primarily through a network of direct sales
     representatives and authorized distributors.  Products manufactured and
     sold outside the U.S. generated more than 70% of Molex sales in fiscal
     1995.  The worldwide market for electronic connectors, cable assemblies
     and backplanes was estimated at $22.4 billion* in sales for fiscal year
     1995.  With 5.3% of that market, Molex is the second-largest connector
     manufacturer in the world.

     * Source: Fleck International

     Molex conducts business in one industry segment: the manufacture and sale
     of electrical components.  The Company designs, manufactures, and
     distributes electrical and electronic devices such as terminals,
     connectors, planer cables, cable assemblies, interconnection systems,
     fiber optic interconnection systems, backplanes and mechanical and
     electronic switches.  Crimping machines and terminal inserting equipment
     (known as "application tooling") are offered on a lease or purchase basis
     to 


                                      3
   4

     the Company's customers for the purpose of applying the Company's
     components to the customers' products.  Net revenue from application
     tooling constitutes approximately 2% of the Company's net revenues.  Molex
     products are designed for use in a broad range of electrical and
     electronic applications as set forth below:



                                                   Percentage of
                                                    Fiscal 1995
                Market                             Net Revenue                        Products
                ------                             --- -------                        --------
                                                                       
     Computer/business equipment/                   48%                     Computers, peripheral
     telecommunications                                                     equipment, calculators,
                                                                            copiers, pagers and
                                                                            dictation equipment

     Home entertainment and home                    32%                     Televisions, stereo high 
     appliance                                                              fidelity systems,
                                                                            compact disc players,
                                                                            video tape recorders,
                                                                            camcorders and
                                                                            electronic games,
                                                                            microwave ovens,
                                                                            refrigerators, freezers,
                                                                            dishwashers, disposals
                                                                            and air conditioners

     Automotive                                     12%                     Automobiles, trucks,
                                                                            recreational vehicles
                                                                            and farm equipment.

     Other                                           8%                     Electronic medical
                                                                            equipment, vending
                                                                            machines, security
                                                                            equipment and modular
                                                                            office furniture and
                                                                            premise wiring


     The Company sells its products primarily to original equipment
     manufacturers and their subcontractors and suppliers.  The Company's
     customers include various multinational companies, including Apple, AT&T,
     Canon, Compaq, Ford, General Motors, Hewlett Packard, IBM, JVC,
     Matsushita, Motorola, Philips, Sony, Thomson and Xerox, many of which
     Molex serves on a global basis. Net revenues contributed by different
     industry groups fluctuate due to various factors including model changes,
     new technology, introduction of new products and composition of customers.
     No customer accounted for 10% or more of net revenues in fiscal years
     1995, 1994 or 1993.  While its customers generally make purchasing
     decisions on a decentralized basis, Molex




                                      4
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     believes that, due to its financial strength and product development
     capabilities, it has and will continue to benefit from the trend of many
     of its customers towards the use of fewer vendors.

     In the United States and Canada, the Company sells its products primarily
     through direct sales engineers and industrial distributors.
     Internationally, Molex sells primarily through its own sales organizations
     in Japan, Hong Kong, Singapore, Taiwan, South Korea, Malaysia, Thailand,
     China, Australia, England, Italy, Ireland, France, Spain, Germany, the
     Netherlands, Switzerland, Poland, Sweden, Norway, Denmark, South Africa,
     India, Canada, Mexico and Brazil.

     Outside of the United States and Canada, Molex also sells its products
     through manufacturers' representative organizations, some of which act as
     distributors, purchasing from the Company for resale.  The manufacturers'
     representative organizations are granted exclusive territories and are
     compensated on a commission basis.  These relationships are terminable by
     either party on short notice.  All sales orders received are subject to
     approval by the Company.

     The Company promotes its products through leading trade magazines, direct
     mailings, catalogs and other promotional literature.  Molex is a frequent
     participant in trade shows and also conducts educational seminars for its
     customers and its manufacturers' representative organizations.

     There was no significant change in the Company's suppliers, products,
     markets or methods of distribution during the last fiscal year.

     Molex generally seeks to locate manufacturing facilities to serve local
     customers and currently has 44 manufacturing facilities in 21 countries on
     six continents.  This year, the Molex factory in Little Rock, Arkansas
     became the first U.S. plant to receive the ISO 9000 credential, joining
     all of the Molex facilities in the Far East North and Far East South
     Regions and all but one plant in the European Region.

     The principal raw materials and component parts Molex purchases for the
     manufacture of its products include brass, copper, aluminum, steel, tin,
     nickel, gold, silver, nylon and other molding materials, and nuts, bolts,
     screws and rivets.  Virtually all materials and components used in the
     Company's products are available from several sources.  Although the
     availability of such materials has generally been adequate, no assurance
     can be given that additional cost increases or material shortages or
     allocations imposed by its suppliers in the future will not have a
     materially adverse effect on the operations of the Company.




                                      5
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                                  COMPETITION

     The business in which the Company is engaged is highly competitive.  Most
     of the Company's competitors offer products in some but not all of the
     industries served by the Company.  Molex believes that the ability to meet
     customer delivery requirements and maintenance of product quality and
     reliability are competitive factors that are as important as product
     pricing.  Some of the Company's competitors have been established longer
     and have substantially larger manufacturing, sales, research and financial
     resources.


                               PATENTS/TRADEMARKS

     As of June 30, 1995, the Company owned 533 United States patents and had
     133 patent applications on file with the United States Patent Office.  The
     Company also has 675 corresponding patents issued and 2,143 applied for in
     other countries as of June 30, 1995.  No assurance can be given that any
     patents will be issued on pending or future applications.  As the Company
     develops products for new markets and uses, it normally seeks available
     patent protection.  The Company believes that its patents are of
     importance but does not consider itself materially dependent upon any
     single patent or group of related patents.


                                    BACKLOG

     The backlog of unfilled orders at June 30, 1995 was approximately $245.7
     million; this compares to $175.8 million at June 30, 1994.  Substantially
     all of these orders are scheduled for delivery within twelve months.  The
     Company's experience is that orders are normally delivered within ninety
     days from acceptance.


                            RESEARCH AND DEVELOPMENT

     Molex incurred total research and development costs of $78.1 million in
     1995, $64.8 million in 1994, and $56.2 million in 1993. The Company
     incurred costs relating to obtaining patents of $4.9 million in 1995, $3.3
     million in 1994, and $2.8 million in 1993 which are included in total
     research and development costs. The Company's policy is to charge these
     costs to operations as incurred.

     The Company had approximately 630 full-time employees in 1995 (606 in 1994
     and 558 in 1993), engaged in research, development and engineering
     functions.

     The Company introduced many new products during the year; however, in the
     aggregate, these products did not require a material investment of assets.




                                      6
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                                   COMPLIANCE

     The Company believes it is in full compliance with federal, state and
     local regulations pertaining to environmental protection.  The Company
     does not anticipate that the costs of compliance with such regulations
     will have a material effect on its capital expenditures, earnings or
     competitive position.


                                   EMPLOYEES

     As of June 30, 1995, the Company employed 9,500 persons worldwide.  The
     Company believes its relations with its employees are favorable.


                            INTERNATIONAL OPERATIONS

     The Company is engaged in material operations in foreign countries.  Net
     revenue derived from international operations for the fiscal year ended
     June 30, 1995 was approximately 70% of consolidated net revenue.

     The Company believes the international net revenue and earnings will
     continue to be significant.  The analysis of the Company's operations by
     geographical area appears in footnote 10 on page 42 of the 1995 Annual
     Report to Shareholders and is incorporated herein by reference.





                                      7
   8




ITEM 2 - PROPERTIES

     Molex owns and leases manufacturing, warehousing and office space in over
     99 locations around the world.  The total square footage of these
     facilities is presented below:




             Owned                     Leased                   Total
             -----                     ------                   -----
                                                      
           2,629,000                   661,000                3,290,000


     The leases are of varying terms with expirations ranging from fiscal 1996
     through fiscal 2017.  The leases in aggregate are not considered material
     to the financial position of the Company.

     The Company's buildings, machinery and equipment have been well maintained
     and are adequate for its current needs.

     A listing of principal manufacturing facilities is presented below:


                                                           
     AUSTRALIA                             INDIA                   PUERTO RICO
      Melton, Victoria                      Bangalore                 Ponce (2)

     BRAZIL                                IRELAND                 REPUBLIC OF KOREA
      Manaus                                Millstreet Town         Ansan City (2)
      Sao Paulo                             Shannon
                                                                   SINGAPORE
     CANADA                                ITALY                    Jurong Town
      Scarborough, Ontario                  Padova
                                                                   SOUTH AFRICA
     CHINA (P.R.C.)                                                 Bergvlei (Johannesburg)
      Shilong Town                         JAPAN
                                            Kagoshima              TAIWAN
     ENGLAND                                Okayama                  Taipei
      Bordon                                Shioya
      Southampton                           Shizuoka               THAILAND
                                            Yamato City              Bangkok
     FRANCE
      Chateau Gontier                      MALAYSIA                UNITED STATES
                                            Prai, Penang             Huntsville, Alabama
     GERMANY                                                         Maumelle, Arkansas
      Biberach                             MEXICO                    Orange, California
      Ettlingen                             Guadalajara              Pinellas Park, Florida
                                            Magdalena                St. Petersburg, Florida
                                            Nogales                  Downers Grove, Illinois
                                                                     Lisle, Illinois
                                           POLAND                    Naperville, Illinois
                                            Starogard                Lincoln, Nebraska (3)
                                                                     Manchester, New Hampshire
                                                 





                                      8
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ITEM 3 - LEGAL PROCEEDINGS

     None deemed material to the Company's financial position or consolidated
     results of operations.


ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


     None.




                                      9
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Executive Officers of the Registrant

         The following information relates to the executive officers of the
Registrant who serve at the discretion of the Board of Directors and are
customarily elected for one-year terms at the Regular Meeting of the Board of
Directors held immediately following the Annual Stockholders' Meeting.  All of
the executive officers named hold positions as officers and/or directors of one
or more subsidiaries of the Registrant.  For purposes of this disclosure, only
the principal positions are set forth.



                                                                                                    Year       
                                                                                                  Employed
                                        Positions Held with Registrant                               by
      Name                              During the Last Five Years                   Age          Registrant
- ---------------------------             -------------------------------            -------        ----------
                                                                                        
Frederick A. Krehbiel(a)               Chairman (1993-); Chief                       54          1965(b)
                                       Executive Officer (1988-);
                                       Vice Chairman (1988-1993).

John H. Krehbiel, Jr.(a)               President (1975-).                            58          1959(b)

J. Joseph King                         Group Vice President-                         51          1975
                                       International Operations (1988-).

Raymond C. Wieser                      Corporate Vice President and                  57          1965(b)
                                       President of the Commercial
                                       Division-U.S. Operations (1994-);
                                       Group Vice President-
                                       U.S. Operations (1989-1994).

John C. Psaltis                        Chief Financial Officer (1994-),              55          1973
                                       Corporate Vice President (1982-),
                                       and Treasurer (1979-)


Ronald L. Schubel                      Corporate Vice President (1982-)              52          1981
                                       and President of Far East South
                                       Operations (1994-); President of
                                       the Commercial Division-U.S.
                                       Operations (1982-1994)
                                                              









                                      10
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                                                                                                 Year       
                                                                                               Employed
                                       Positions Held with Registrant                             by
             Name                      During the Last Five Years              Age             Registrant
- -------------------------------        -------------------------------       -------         --------------
                                                                                 
Werner W. Fichtner                     Corporate Vice President                 52              1981
                                       (1987-) and President of
                                       European Operations (1981-).

Goro Tokuyama                          Corporate Vice President                 61              1985
                                       (1990-), President of Far East
                                       North Operations (1988-) and
                                       President of Molex Japan Co.,
                                       Ltd. (1985-).

Martin P. Slark                        Corporate Vice President                 40              1976
                                       (1990-) and President of
                                       United States Operations
                                       (1994-); President of Far
                                       East South Operations (1988-                             
                                       1994).

James E. Fleischhacker                 Corporate Vice President                 51              1984
                                       (1994-) and President of
                                       the DataComm Division-U.S.
                                       Operations (1989-).

Kathi M. Regas                         Corporate Vice President                 39              1985
                                       (1994-) and Director, Human
                                       Resources-U.S. Operations
                                       (1989-1994).

Louis A. Hecht                         Corporate Secretary (1977-)              51              1974
                                       and General Counsel (1975-).
_________________________________________________________________________________________________



(a)  John H. Krehbiel, Jr. and Frederick A. Krehbiel (the "Krehbiel Family")
are brothers.  The members of the Krehbiel Family may be considered to be
"control persons" of the Registrant.  The other officers listed above have no
relationship, family or otherwise, to the Krehbiel family, Registrant or each
other.

(b)  Includes period employed by Registrant's predecessor.





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                                    PART II


ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS


  (a)    Molex is traded on the National Market System of the NASDAQ in the
         United States and on the London Stock Exchange.
   &     The information set forth under the captions

  (b)    "Financial Highlights" and "Fiscal 1995, 1994, and 1993 by Quarter
         (Unaudited)" on page 2 and page 43, respectively, of the 1995 Annual 
         Report to Shareholders is incorporated herein by reference.

  (c)    The following table presents quarterly dividends per common share for
         the last two fiscal years.  The fiscal 1995 and fiscal 1994 dividends
         per share have been restated for the August, 1995 25% stock dividend
         and November, 1994 25% stock dividend.



                                                                                      Class A
                                       Common Stock                                 Common Stock


                          Fiscal 1995           Fiscal 1994             Fiscal 1995            Fiscal 1994
                        ----------------      ---------------         ---------------        ---------------
                                                                                 
Quarter Ended -

  September 30,           0.0064                  0.0048                  0.0064                 0.0048
  December 31,            0.0080                  0.0064                  0.0080                 0.0064
  March 31,               0.0080                  0.0064                  0.0080                 0.0064
  June 30,                0.0080                  0.0064                  0.0080                 0.0064
                          ------                  ------                  ------                 ------
              Total       0.0304                  0.0240                  0.0304                 0.0240
                          ======                  ======                  ======                 ======




     Cash dividends on Common Shares have been paid every year since 1977.

     A description of the Company's Common Stock appears in footnote 2 on pages
     37 and 38 of the 1995 Annual Report to Shareholders and is incorporated
     herein by reference.


ITEM 6 - SELECTED FINANCIAL DATA

     The information set forth under the caption "Ten Year Financial Highlight
     Summary" (only the five years ended June 30, 1995) on page 26 of the 1995
     Annual Report to Shareholders is incorporated herein by reference.



                                      12
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ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

     The information set forth under the caption "Management's Discussion of
     Financial Condition and Results of Operations" on pages 27 through 31 of
     the 1995 Annual Report to Shareholders is incorporated herein by
     reference.


ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The following consolidated financial statements of the Company set forth
     on pages 32 through 42 of the 1995 Annual Report to Shareholders and the
     independent auditors' report set forth on page 25 of the 1995 Annual
     Report to Shareholders are incorporated herein by reference:

           Independent Auditors' Report

           Consolidated Balance Sheets - June 30, 1995 and 1994

           Consolidated Statements of Income for the years ended June 30, 1995,
           1994 and 1993

           Consolidated Statements of Shareholders' Equity for the years ended
           June 30, 1995, 1994 and 1993

           Consolidated Statements of Cash Flows for the years ended June 30,
           1995, 1994 and 1993

           Notes to Consolidated Financial Statements


     The supplementary data regarding quarterly results of operations, set
     forth under the caption "Fiscal 1995, 1994, and 1993 by Quarter
     (Unaudited)" on page 43 of the 1995 Annual Report to Shareholders, is
     incorporated herein by reference.

     The statement of changes in shares outstanding appears on Page 17 of this
     Form 10-K.


ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

     None.







                                      13
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                                   PART III


ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information under the caption "Election of Directors" in the Company's
     Proxy Statement for the annual meeting of Stockholders to be held on
     October 20, 1995 (The "Company's 1995 Proxy Statement") is incorporated
     herein by reference.  The information called for by Item 401 of Regulation
     S-K relating to the Executive Officers is furnished in a separate item
     captioned "Executive Officers of the Registrant" in Part I of this report.


ITEM 11 - EXECUTIVE COMPENSATION

     The information under the caption "Executive Compensation" in the
     Company's 1995 Proxy Statement is incorporated herein by reference.


ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

     The information under the caption "Security Ownership of Management and of
     Certain Beneficial Owners" in the Company's 1995 Proxy Statement is
     incorporated herein by reference.


ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information under the captions "Election of Directors", "Indebtedness
     of Management" and "Security Ownership of Management and of Certain
     Beneficial Owners" in the Company's 1995 Proxy Statement is herein
     incorporated by reference.







                                      14
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                                   PART IV


ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
          FORM 8-K

(a)  1. Financial Statements

        The following consolidated financial statements contained in the
        Company's 1995 Annual Report to Shareholders have been incorporated by 
        reference in Item 8.


                                                    
                                                                                           Page(s) in
                                                                                          Annual Report
                         Item                                                            to Shareholders
        ------------------------------------------------                                 ---------------
                                                                                         
        Independent Auditors' Report                                                            25
                                                                      
        Consolidated Balance Sheets - June 30, 1995                  
         and 1994                                                                              32-33
                                                                      
        Consolidated Statements of Income - for                      
         the years ended June 30, 1995, 1994 and 1993                                           34
                                                                      
        Consolidated Statements of Shareholders' Equity -            
         for the years ended June 30, 1995, 1994 and 1993                                       35
                                                                      
        Consolidated Statements of Cash Flows - for the              
         years ended June 30, 1995, 1994 and 1993                                               36
                                                                      
        Notes to Consolidated Financial Statements                                             37-42
                                                                      
        Fiscal 1995, 1994 and 1993 by Quarter (Unaudited)                                       43



(a)  2. Financial Statement Schedules



                                                                                           Page in the
                                                                                            Form 10-K
                                                                                            ---------
                                                                                            
        Schedule II - Valuation and Qualifying Accounts                                         18




                                       15
   16



      All other schedules are omitted because they are inapplicable, not
      required under the instructions, or the information is included in the
      consolidated financial statements or notes thereto.

      Separate financial statements for the Company's unconsolidated affiliated
      companies, accounted for by the equity method, have been omitted because
      they do not constitute significant subsidiaries.


(a)  3. Exhibits

      The exhibits listed on the accompanying Index to Exhibits are filed or
      incorporated herein as part of this Report.


(b)  Reports on Form 8-K

      Molex filed no reports on Form 8-K with the Securities and Exchange
      Commission during the last quarter of the fiscal year ended June 30,
      1995.




                                      16




   17


                              Molex Incorporated
                  Statements of Changes in Shares Outstanding
               For the Year Ended June 30, 1995, 1994, and 1993




                                                        Class A         Class B
                                         Common         Common          Common      Treasury
                                          Stock          Stock           Stock       Stock
                                        ---------     ------------    -----------   ---------
                                                                       
Shares outstanding at
    June 30, 1992                       25,947,412      26,001,199      94,255     1,749,066

Exercise of stock options                  172,136          93,187

Purchase of treasury stock                                                            22,695

Disposition of treasury stock                                                        (36,392)

Stock split effected in
    the form of a dividend               6,517,738       6,505,199                   436,839
                                        ----------      ----------      ------     ---------
Shares outstanding at
    June 30, 1993                       32,637,286      32,599,585      94,255     2,172,208

Exercise of stock options                  281,551         155,704

Purchase of treasury stock                                                            30,849

Disposition of treasury stock                                                        (32,770)
                                        ----------      ----------      ------     ----------

Shares outstanding at
    June 30, 1994                       32,918,837      32,755,289      94,255     2,170,287

Exercise of stock options                  310,593          24,528

Purchase of treasury stock                                                           125,452

Disposition of treasury stock                                                        (47,247)

Purchase of business                                       974,998

Stock splits effected in
    the form of dividends               18,666,350      18,677,884                 1,236,233
                                        ----------      ----------      ------     ---------

Shares outstanding at
    June 30, 1995                       51,895,780      52,432,699      94,255     3,484,725
                                        ==========      ==========      ======     =========















                                      17
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                               Molex Incorporated
                Schedule II - Valuation and Qualifying Accounts
                For the Year Ended June 30, 1995, 1994, and 1993








Allowance for Losses       Balance at                                                  Balance
and Adjustments on         Beginning       Charged to     Accounts      Translation     at End
  Receivables:             of Period        Income      Written Off     Adjustments   of Period
- --------------------      -----------      ----------   -----------     -----------   ----------
                                                                         
      1995                 $8,916           $3,332        ($828)          $514          $11,934
                           ======           ======        ======          ====          =======


      1994                 $8,789           $2,354      ($2,344)          $117           $8,916
                           ======           ======      ========          ====           ======



      1993                 $8,634           $1,683      ($1,182)         ($346)          $8,789
                           ======           ======      ========         ======          ======












                                      18
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                         INDEPENDENT AUDITORS' REPORT



To the Board of Directors and
Shareholders of Molex Incorporated
Lisle, Illinois

We have audited the consolidated financial statements of Molex Incorporated and
its subsidiaries as of June 30, 1995 and 1994, and for each of the three years
in the period ended June 30, 1995, and have issued our report thereon dated
August 3, 1995; such financial statements and report are included in your 1995
Annual Report to Shareholders and are incorporated herein by reference. Our
audits also included the statements of changes in shares outstanding and the
financial statement schedule of Molex Incorporated and its subsidiaries, listed
in Item 14(a)2. These statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion based on our audits. In our opinion, such statements of changes in
shares outstanding and financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, present fairly, in
all material respects, the information set forth therein.

/s/ DELOITTE & TOUCHE LLP
Chicago, Illinois
August 3, 1995


                                      19



   20

                              S I G N A T U R E S

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this Annual Report to be signed on its
behalf by the undersigned, there unto duly authorized.

                                           MOLEX INCORPORATED               
                                           -----------------------------------
                                           (Company)

                                           /s/ JOHN C. PSALTIS
                                           -----------------------------------
September 22, 1995                    By:  John C. Psaltis
                                           Corporate Vice President, Treasurer
                                           and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

September 22, 1995                         /s/ F. A. KREHBIEL
                                           -----------------------------------
                                           F. A. Krehbiel
                                           Chairman of the Board and
                                           Chief Executive Officer

September 22, 1995                         /s/ J. H. KREHBIEL, JR.
                                           -----------------------------------
                                           J. H. Krehbiel, Jr.
                                           President and Director

September 22, 1995                         /s/ JOHN C. PSALTIS
                                           -----------------------------------
                                           John C. Psaltis
                                           Corporate Vice President, Treasurer
                                           and Chief Financial Officer

September 22, 1995                         /s/ F. L. KREHBIEL
                                           -----------------------------------
                                           F. L. Krehbiel
                                           Director

September 22, 1995                         /s/ DR. ROBERT J. POTTER
                                           -----------------------------------
                                           Dr. Robert J. Potter
                                           Director

September 22, 1995                         /s/ E. D. JANNOTTA
                                           -----------------------------------
                                           E. D. Jannotta
                                           Director


                                       20
   21



                               MOLEX INCORPORATED
                                 EXHIBIT INDEX



Exhibit
Number             Exhibit                                                            
- ------             --------------------------------------------
                                                                      

  3                3.1  Certificate of Incorporation
                   (incorporated by reference to 1990
                   Form 10-K, Exhibit 3.1)
                   
                   3.2  By-Laws (as restated)
                   
  4                Instruments defining rights of
                   security holders including
                   indentures.                                              See Exhibit 3.1
                   
 10                Material Contracts
                   
                   10.1    The 1985 Molex Incorporated
                           Executive Stock Bonus Plan
                           (incorporated by reference to
                           Appendix A of the registrant's
                           Proxy Statement for 1985)
                   
                   10.2    The 1981 Molex Incorporated
                           Incentive Stock Option Plan
                           (incorporated by reference to
                           Appendix A of the registrant's
                           Proxy Statement for 1982)
                   
                   10.3    The Molex Deferred Compensation
                           Plan (incorporated by reference
                           to 1984 Form 10-K, Exhibit 10.6)
                   
                   10.4    The 1990 Molex Incorporated
                           Executive Stock Bonus Plan
                           (incorporated by reference to
                           1991 From 10-K, Exhibit 10.4)
                   
                   10.5    The 1990 Molex Incorporated
                           Stock Option Plan (incorporated
                           by reference to 1991 Form 10-K,
                           Exhibit 10.5)
                   
                   10.6    The 1991 Molex Incorporated
                           Incentive Stock Option Plan
                           (incorporated by reference to
                           Appendix A of the registrant's
                           Proxy Statement for 1991).


                                       21
   22




Exhibit            
Number             Exhibit                                  
- ------             -----------------------------------------
                

  13               Molex Incorporated Annual report to
                   Shareholders for the year ended
                   June 30, 1995.  (Such Report, except
                   to the extent incorporated herein by
                   reference, is being furnished for the
                   information of the Securities and
                   Exchange Commission only and is not
                   to be deemed filed as a part of this
                   annual report on Form 10-K)
                   
  22               Subsidiaries of registrant
                   
  24               Independent Auditors' Consent
                   
  27               Financial Data Schedule


(All other exhibits are either inapplicable or not required)





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