UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                           SCHEDULE 14A INFORMATION

          Proxy Statement Pursuant to Section 14(a) of the Securities
                    Exchange Act of 1934 (Amendment No.  )
        
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[_]  Preliminary Proxy Statement         [_]  CONFIDENTIAL, FOR USE OF THE
                                              COMMISSION ONLY (AS PERMITTED BY
                                              RULE 14A-6(E)(2))

[X]  Definitive Proxy Statement 

[_]  Definitive Additional Materials 

[_]  Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

                           METHODE ELECTRONICS, INC.
- --------------------------------------------------------------------------------
               (Name of Registrant as Specified In Its Charter)


- --------------------------------------------------------------------------------
   (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

   
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Notes:

 
                           METHODE ELECTRONICS, INC.
 
                   NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
 
                         TO BE HELD SEPTEMBER 8, 1998
 
To the Stockholders of
METHODE ELECTRONICS, INC.:
 
  Notice is hereby given that the annual meeting of stockholders of Methode
Electronics, Inc., a Delaware corporation, will be held at the Arlington Park
Hilton Conference Center, 3400 West Euclid Avenue, Arlington Heights, Illinois
60005 on Tuesday, September 8, 1998 at 3:30 p.m. for the following purposes:
 
  1.To elect a Board of Directors; and
 
  2.To transact such other business as may properly come before said meeting.
 
  Stockholders of record as of the close of business on July 31, 1998 will be
entitled to vote at such annual meeting. Shares should be represented as fully
as possible, since a majority is required to constitute a quorum.
 
  You are requested to mark, sign, date and mail the accompanying proxy in the
enclosed, self-addressed, stamped envelope, whether or not you expect to
attend the meeting in person. You may revoke your proxy for any reason at any
time prior to the voting thereof, either by written revocation prior to the
meeting or by appearing at the meeting and voting in person. Your cooperation
is respectfully solicited.
 
                                          By order of the Board of Directors.
 
                                          WILLIAM J. McGINLEY
                                          Chairman
 
Chicago, Illinois
August 10, 1998

 
                           METHODE ELECTRONICS, INC.
                            7444 WEST WILSON AVENUE
                         CHICAGO, ILLINOIS 60656-4549
                                (708) 867-9600
 
                                PROXY STATEMENT
 
                        ANNUAL MEETING OF STOCKHOLDERS
                        TO BE HELD ON SEPTEMBER 8, 1998
 
                                 INTRODUCTION
 
  The enclosed proxy is solicited on behalf of the Board of Directors of
Methode Electronics, Inc. (the "Company"), in connection with the annual
meeting of stockholders to be held on September 8, 1998 at 3:30 p.m. and any
adjournment thereof (the "Annual Meeting"), at the Arlington Park Hilton
Conference Center, 3400 West Euclid Avenue, Arlington Heights, Illinois 60005.
 
  The cost of proxy solicitation will be borne by the Company. In connection
with the solicitation of proxies by the use of the mails, the Company has
retained Morrow & Co., Inc. to solicit proxies on behalf of the Board of
Directors for a fee estimated not to exceed $5,000 plus reasonable out-of-
pocket expenses and disbursements. Morrow & Co., Inc. may solicit proxies from
stockholders by mail, telephone, telex, telegraph or in person. In addition,
certain officers and other regular employees of the Company may devote part of
their time (but will not be specifically compensated therefor) to solicitation
by the same means. Proxies may be revoked at any time prior to the voting
thereof. Revocation may be done prior to the Annual Meeting by written
revocation sent to the Secretary of the Company, 7444 West Wilson Avenue,
Chicago, Illinois 60656-4549; or it may be done personally upon oral or
written request at the Annual Meeting; or it may be done by appearing at the
Annual Meeting and voting in person.
 
  This proxy statement was first mailed or delivered to stockholders on or
about August 10, 1998.
 
                  RECORD DATE; VOTING SECURITIES OUTSTANDING
 
  The close of business on July 31, 1998 is the record date for determining
the holders of securities of the Company entitled to notice of and to vote at
the Annual Meeting.
 
  As of July 17, 1998, the Company had outstanding voting securities
consisting of 34,354,793 shares of Class A Common Stock, par value $0.50 per
share ("Class A Common Stock") and 1,191,673 shares of Class B Common Stock,
par value $0.50 per share ("Class B Common Stock"). The presence at the Annual
Meeting, in person or by proxy, of the holders of a majority of the issued and
outstanding shares of both Class A and Class B Common Stock entitled to vote
at the Annual Meeting is necessary to constitute a quorum. With respect to the
election of directors, the affirmative vote of the holders of a majority of
the outstanding Class A Common Stock present in person or by proxy, will elect
three Class A Directors, each Class A share having one vote; the affirmative
vote of the holders of a majority of the outstanding Class B Common Stock
present in person or by proxy, will elect six Class B Directors, each Class B
share having one vote. On all other matters and where otherwise required by
law or the Company's Restated Certificate of Incorporation, the holders of
Class A Common Stock are entitled to one-tenth of a vote per share and the
holders of Class B Common Stock are entitled to one vote per share. A broker
non-vote is not counted in determining voting results. If a stockholder,
present in person or by proxy, abstains on any matter, the stockholder's
shares will not be voted on such matter. Thus, an abstention from voting on a
matter has the same legal effect as a vote "AGAINST" the matter.
 
                                       1

 
                         SECURITY OWNERSHIP OF CERTAIN
                       BENEFICIAL OWNERS AND MANAGEMENT
 
  The following table sets forth, with respect to the Company's voting
securities, all persons known to be the beneficial owners of more than 5% of
the Company's voting securities as of July 17, 1998.
 


                                                   NUMBER OF SHARES
                                                    AND NATURE OF
NAME AND ADDRESS                     TITLE            BENEFICIAL        PERCENT
OF BENEFICIAL OWNER                 OF CLASS         OWNERSHIP(1)       OF CLASS
- -------------------               ------------     ----------------     --------
                                                               
William J. McGinley               Common Stock
 7444 West Wilson Ave.            Class A               277,376(2)         1.0%
 Chicago, Illinois 60656-4549     Class B               890,902(2)        74.8%
Methode Electronics, Inc.         Common Stock
 Employee Stock Ownership Trust   Class A             3,078,704(3)         9.0%
 Continental Bank, N.A.           Class B                60,363(3)         5.1%
 231 South LaSalle Street
 Chicago, Illinois 60697
Fidelity Funds                    Common Stock
 82 Devonshire Street             Class A             3,750,301(4)        11.0%
 Boston, Massachusetts 02109

- --------
(1) Beneficial ownership arises from sole voting and investment power unless
    otherwise indicated by footnote.
 
(2) Includes 116,501 shares of Class A and 7,638 shares of Class B Common
    Stock held by the Employee Stock Ownership Trust under which Mr. W.
    McGinley has sole voting power and, prior to distribution under the terms
    of the Trust, no investment power; 74,765 shares of Class A Common Stock
    granted but not yet vested pursuant to the Incentive Stock Award Plan as
    to which he has sole voting power and 10,000 shares of Class B Common
    Stock held by his wife.
 
(3) Beneficial ownership is disclaimed due to restrictions on the trustee's
    voting and investment power with respect to these shares. Includes 116,501
    shares and 7,638 shares of Class A and Class B Common Stock, respectively,
    held for the account of Mr. W. McGinley.
 
(4) Based solely upon a Schedule 13G provided to the Company.
 
                                       2

 
  The following table sets forth information regarding the Class A and Class B
Common Stock of the Company beneficially owned as of July 17, 1998 by: (i)
each Director and nominee of the Company; (ii) each of the Named Executives
identified in the Summary Compensation Table under "Executive Compensation";
and (iii) all Directors and Executive Officers of the Company as a group.
 


                                                  NUMBER OF SHARES
                                                   AND NATURE OF
                                                     BENEFICIAL        PERCENT
NAME OF BENEFICIAL OWNER       TITLE OF CLASS       OWNERSHIP(1)       OF CLASS
- ------------------------       --------------     ----------------     --------
                                                              
William J. McGinley(2)          Common Stock
                                Class A               277,376(3)          1.0%
                                Class B               890,902(3)         74.8%
George C. Wright                Common Stock
                                Class A                87,559(4)            *
                                Class B                 6,540(4)            *
Raymond J. Roberts              Common Stock
                                Class A               104,200               *
                                Class B                 6,200               *
William C. Croft                Common Stock
                                Class A                98,200               *
                                Class B                 2,020               *
Michael G. Andre                Common Stock
                                Class A               140,810(5)            *
                                Class B                 3,800(5)            *
Kevin J. Hayes                  Common Stock
                                Class A               141,348(6)            *
                                Class B                 3,368(6)            *
James W. McGinley(2)            Common Stock
                                Class A                44,677(7)            *
                                Class B                    21(7)            *
James W. Ashley, Jr.            Common Stock
                                Class A                 3,000               *
                                Class B                     0               0
John R. Cannon                  Common Stock
                                Class A                43,304(8)            *
                                Class B                   526(8)            *
All Directors and Executive     Common Stock
 Officers as a Group (9         Class A               940,474(9)          2.7%
 individuals)                   Class B               913,377(9)         77.0%

- --------
*  Percentage represents less than 1% of the total shares of Common Stock
   outstanding as of July 17, 1998.
 
(1) Beneficial ownership arises from sole voting and investment power unless
    otherwise indicated by footnote.
 
(2) Mr. William J. McGinley is the father of Mr. James W. McGinley.
 
(3) See Note 2 on page 2 hereof regarding nature of stock ownership set forth
    above.
 
(4) All of these shares are held in a living trust jointly with his wife.
 
(5) Includes 58,091 and 3,800 shares of Class A and Class B Common Stock,
    respectively, held by the Employee Stock Ownership Trust for which Mr.
    Andre has sole voting power and, prior to distribution
 
                                       3

 
   under the terms of the Trust, no investment power and 6,075 shares of Class
   A Common Stock granted but not yet vested pursuant to the Incentive Stock
   Award Plan as to which he has sole voting power.
 
(6) Includes 48,056 and 3,146 shares of Class A and Class B Common Stock,
    respectively, held by the Employee Stock Ownership Trust for which Mr.
    Hayes has sole voting power and, prior to distribution under the terms of
    the Trust, no investment power and 29,910 shares of Class A Common Stock
    granted but not yet vested pursuant to the Incentive Stock Award Plan as
    to which he has sole voting power.
 
(7) Includes 8,033 and 21 shares of Class A and Class B Common Stock,
    respectively, held by the Employee Stock Ownership Trust for which Mr. J.
    McGinley has sole voting power and, prior to distribution under the terms
    of the Trust, no investment power and 14,955 shares of Class A Common
    Stock granted but not yet vested pursuant to the Incentive Stock Award
    Plan as to which he has sole voting power.
 
(8) Includes 9,060 and 26 shares of Class A and Class B Common Stock,
    respectively, held by the Employee Stock Ownership Trust for which Mr.
    Cannon has sole voting power and, prior to distribution under the terms of
    the Trust, no investment power; 19,660 shares of Class A Common Stock
    granted but not yet vested pursuant to the Incentive Stock Award Plan as
    to which he has sole voting power; 436 and 187 shares of Class A and Class
    B Common Stock, respectively, held by his wife and 1,428 shares of Class A
    Common Stock held as custodian for his son.
 
(9) Includes 240,191 shares of Class A and 14,631 shares of Class B Common
    Stock allocated to executive officers under the Employee Stock Ownership
    Trust; 145,356 shares of Class A Common Stock granted to the executive
    officers pursuant to the Incentive Stock Award Plan; and 89,423 and 16,727
    shares of Class A and Class B Common Stock, respectively, with respect to
    which voting and investment powers are shared.
 
                                    ITEM 1
 
                             ELECTION OF DIRECTORS
 
  A Board of nine (9) Directors is to be elected, and each Director will hold
office until the next succeeding annual meeting of stockholders and until his
successor is elected and shall qualify. It is intended that the persons named
in the first portion of the following list will be elected by holders of the
Class A Common Stock and the persons named in the second portion will be
elected by holders of the Class B Common Stock. The shares represented by the
proxies given pursuant to this solicitation will be voted for the following
nominees unless votes are withheld in accordance with the instructions
contained in the proxy: Directors to be elected by holders of Class A Common
Stock are Michael G. Andre, William C. Croft and James W. Ashley, Jr.;
Directors to be elected by holders of Class B Common Stock are William J.
McGinley, Kevin J. Hayes, George C. Wright, Raymond J. Roberts, James W.
McGinley and John R. Cannon. If any of said nominees is not a candidate for
election as a Director at the Annual Meeting, an event which the Board of
Directors does not anticipate, the proxies will be voted for a substitute
nominee or nominees appointed by the Board of Directors. Any such action will
be consistent with the right of the Class A Common Stockholders to elect a
minimum of 25% of the Directors.
 
                                       4

 
  Information Concerning Nominees:
 


                          DIRECTOR PRINCIPAL OCCUPATION FOR LAST 5 YEARS
 NAME                 AGE  SINCE   AND OTHER DIRECTORSHIPS
 ----                 --- -------- -------------------------------------
                          
             DIRECTORS TO BE ELECTED BY CLASS A COMMON STOCKHOLDERS
 Michael G. Andre      58   1984   Senior Executive Vice President of the
                                   Company since December 1994. Prior thereto,
                                   he was Executive Vice President of
                                   Interconnect Products since 1984 and Vice
                                   President of Interconnect Products since
                                   1978.
 William C. Croft      80   1975   Chairman of the Board, Clements National
                                   Company (a manufacturer of electrical
                                   equipment) since 1977. Also a director of
                                   Mercury Finance Co.
 James W. Ashley, Jr.  48   1995   Secretary of the Company since 1995. James
                                   W. Ashley, Jr., has been a partner of Lord,
                                   Bissell & Brook (a law firm retained as
                                   counsel to the Company) since September
                                   1997. Prior thereto, he was the sole
                                   shareholder and President of James W.
                                   Ashley, Jr. P.C., a corporate partner of the
                                   law firm Keck, Mahin & Cate. In December
                                   1997, Keck, Mahin & Cate filed a voluntary
                                   petition in bankruptcy under Chapter 11 of
                                   the United States Bankruptcy Code.
             DIRECTORS TO BE ELECTED BY CLASS B COMMON STOCKHOLDERS
 William J. McGinley   75   1946   Chairman of the Company since 1994.
                                   President of the Company from January 1997
                                   thru July 1998 and from 1946 to 1994.
                                   William J. McGinley is the father of James
                                   W. McGinley.
 Kevin J. Hayes        57   1984   Executive Vice President of the Company
                                   since 1997, Chief Financial Officer since
                                   1996 and Assistant Secretary since 1995.
                                   Prior thereto, Vice President and Treasurer
                                   of the Company since 1974.
 George C. Wright      75   1968   President of Piedmont Co. Inc. (distributor
                                   of marine products).
 Raymond J. Roberts    69   1972   Chief Financial Officer and Secretary-
                                   Treasurer of Coilcraft, Inc. (a manufacturer
                                   of coils and transformers).
 James W. McGinley     43   1993   President of the Company since August 1998.
                                   Prior thereto, Mr. J. McGinley held various
                                   positions with divisions of the Company,
                                   including President from 1994 thru 1998 and
                                   Executive Vice President from 1993 thru 1994
                                   of Optical Interconnect Products, and Vice
                                   President of Connector Products from 1989 to
                                   1993. James W. McGinley is the son of
                                   William J. McGinley.
 John R. Cannon        50   1997   Senior Executive Vice President of the
                                   Company since 1997; prior thereto Senior
                                   Executive Vice President of dataMate
                                   Products since 1996; prior thereto,
                                   Executive Vice President of dataMate
                                   Products.

 
  The Board of Directors of the Company has standing Audit and Compensation
Committees. The Board does not have a standing Nominating Committee.
 
  The Audit Committee held two meetings during the last fiscal year. The
functions performed by the committee are to meet with and review the results
of the audit of the Company performed by its independent public accountants
and to recommend the selection of independent public accountants. Directors
Raymond J. Roberts and George C. Wright are members of the Audit Committee.
 
  The Compensation Committee held one meeting during the last fiscal year. The
functions performed by the committee are to review salaries and bonuses of all
officers and key management personnel and the overall
 
                                       5

 
administration of the Company's compensation program. Directors William J.
McGinley, Raymond J. Roberts and William C. Croft are members of the
Compensation Committee.
 
  The Board of Directors of the Company held four meetings during the last
fiscal year. No director attended less than 75% of the aggregate of the total
number of meetings of the Board and the total number of meetings held by the
respective committees on which he served.
 
                            EXECUTIVE COMPENSATION
 
  The Summary Compensation Table below includes, for each of the fiscal years
ended April 30, 1998, 1997 and 1996, individual compensation paid for services
to the Company and its subsidiaries to: (i) the Chief Executive Officer, and
(ii) the four other executive officers of the Company (collectively, the
"Named Executives").
 
                          SUMMARY COMPENSATION TABLE
 


                                                               LONG TERM
                                                              COMPENSATION
                                                          --------------------
                                                             AWARDS    PAYOUTS
                                                          ------------ -------
                                  ANNUAL COMPENSATION      RESTRICTED
                               --------------------------    STOCK      LTIP    ALL OTHER
NAME AND                                                    AWARD(S)   PAYOUTS COMPENSATION
PRINCIPAL POSITION        YEAR SALARY ($)(1) BONUS ($)(2) ($)(3)(4)(5) ($)(6)     ($)(7)
- ------------------        ---- ------------- ------------ ------------ ------- ------------
                                                             
William J. McGinley       1998    284,888      808,058      537,017    341,315    2,831
President and Chairman
 (8)                      1997    272,048      838,047      598,859    301,568    2,903
                          1996    261,860      799,286      518,404    237,984    3,326
Michael G. Andre          1998    195,452      160,830       39,662    100,543    3,706
Senior Executive Vice     1997    190,236      188,131       52,678     68,625    3,695
President                 1996    186,400      230,866       88,017     54,301    6,923
Kevin J. Hayes            1998    138,237      263,223      214,807    136,537    6,174
Executive Vice
 President,               1997    133,428      275,219      239,544    120,627    5,929
Chief Financial Officer   1996    127,620      259,715      207,362     95,193    8,945
and Assistant Secretary
James W. McGinley         1998    117,468       66,387      107,403     55,155    2,831
President Optical Inter-  1997    112,244       86,272      119,772     36,188    2,903
Connect Products (8)      1996    107,920       65,005      103,681     28,559    3,326
Mr. John R. Cannon        1998    128,976      186,370      170,711     95,882    2,831
Senior Executive Vice
 President

- --------
(1) Includes the following cash car allowances for the Named Executives in
    1998, 1997 and 1996: $7,800 for Messrs. W. McGinley and Andre; $6,600 for
    Mr. Hayes, $3,900 for Mr. J. McGinley and $4,200 for Mr. Cannon.
 
(2) Includes the following cash bonuses for the Named Executives in 1998, 1997
    and 1996, respectively: Mr. W. McGinley, $408,058, $438,047 and $399,286;
    Mr. Andre, $60,830, $88,131 and $130,866; Mr. Hayes, $163,223, $175,219
    and $159,715; Mr. J. McGinley, $66,387, $86,272 and $65,005; and Mr.
    Cannon in 1998, $186,370. Also includes the following payments to the
    following Named Executives in 1998, 1997 and 1996 pursuant to the
    Supplemental Executive Benefit Plan ("SEBP"): Mr. W. McGinley, $400,000;
    and Messrs. Andre and Hayes $100,000. See "Board Compensation Committee
    Report on Executive Compensation--Bonus Compensation" below for a
    description of the SEBP.
 
                                       6

 
(3) These shares of restricted stock were awarded pursuant to the Company's
    Incentive Stock Award Plan (the "Incentive Plan"). See "Board Compensation
    Committee Report on Executive Compensation--Incentive Award" below for a
    description of the Incentive Plan.
 
(4) All restricted stock is valued at the closing price of the Class A Common
    Stock on the date of grant. On April 30, 1998, Mr. W. McGinley held 70,530
    restricted shares having a value of $1,117,263; Mr. Andre held 8,775
    restricted shares having a value of $140,692; Mr. Hayes held 28,215
    restricted shares having a value of $446,906; Mr. J. McGinley held 14,110
    restricted shares having a value of $223,453; and Mr. Cannon held 14,230
    restricted shares having a value of $224,888. Dividends are paid on
    restricted stock awards at the same rate as paid to all stockholders.
 
(5) Restricted stock awarded under the Incentive Plan vests as of the earliest
    to occur of (i) the first day of the third Plan year following the year
    with respect to which the award was made; (ii) retirement at or after age
    65; (iii) termination on account of disability; or (iv) death, if
    termination of employment has not occurred before the executive's death.
    As Mr. W. McGinley has reached 65 years of age, if he were to retire,
    70,530 shares would immediately vest.
 
(6) Long-Term Incentive Plan ("LTIP") payouts represent amounts paid pursuant
    to the Company's Longevity Contingent Bonus Program. See "Long-Term
    Incentive Plans-Awards in Last Fiscal Year" and "Board Compensation
    Committee Report on Executive Compensation--Long-Term Incentive" below for
    a description of the Longevity Contingent Bonus Program.
 
(7) The figures in this column include amounts allocated under the Methode
    Employee Stock Ownership Plan ("ESOP") and, with respect to Messrs. Andre
    and Hayes, above-market accrued interest and matching amounts under the
    Capital Accumulation Program ("CAP"). Pursuant to the ESOP, the following
    amounts were allocated to the accounts of each of the Named Executives in
    1998, 1997 and 1996, respectively: $2,831, $2,903 and $3,326. Pursuant to
    the CAP, in 1998, 1997 and 1996, respectively, the following Named
    Executives were provided with the matching amounts and the amounts of
    accrued interest in excess of 120% of the applicable federal long-term
    rate at the time the CAP was established as follows: Mr. Andre, $875, $793
    and $3,597; and Mr. Hayes, $3,343, $3,026 and $5,619. Payment of such
    matching amounts and interest is contingent upon satisfaction of certain
    terms of the CAP. Messrs. W. and J. McGinley elected not to participate in
    the CAP. See "Board Compensation Committee Report on Executive
    Compensation--Long-Term Incentive" below for a description of the CAP and
    ESOP.
 
(8) Mr. J. McGinley was elected President of the Company effective August 3,
    1998.
 
             LONG-TERM INCENTIVE PLANS--AWARDS IN LAST FISCAL YEAR
 


                                          ESTIMATED FUTURE PAYOUTS UNDER
                                            NON-STOCK PRICE-BASED PLANS
                  PERFORMANCE OR        -------------------------------------------
                OTHER PERIOD UNTIL       THRESHOLD       TARGET         MAXIMUM
NAME           MATURATION OR PAYOUT         ($)            ($)            ($)
- ----           --------------------     -----------     ----------     ----------
                                                           
W. McGinley          3 years                408,058        408,058        408,058
Andre                3 years                 60,830         60,830         60,830
Hayes                3 years                163,223        163,223        163,223
J. McGinley          3 years                 66,387         66,387         66,387
Cannon               3 years                186,370        186,370        186,370

 
  The Company has a Longevity Contingent Bonus Program which covers certain
officers and key management personnel. The longevity compensation amount is
equal to the current bonus received by an eligible employee for a given
quarter, and is earned and payable three years after the current quarter only
if the eligible employee is still an employee of the Company and his
employment performance is satisfactory. If for any reason other than death,
disability or retirement the officer or key employee terminates his employment
with the
 
                                       7

 
Company during the three-year period or his employment performance is not
satisfactory, no longevity compensation is payable under this program.
 
DIRECTOR COMPENSATION
 
  The Company has a standard arrangement whereby directors who are not
employees of the Company are each compensated at the rate of $2,000 quarterly
plus an attendance fee of $500 for each meeting of the Board of Directors at
which they are present. Directors who are members of the Compensation or Audit
Committees receive an additional $500 for each committee meeting attended. In
addition, each director who is not an employee of the Company participates in
the Incentive Stock Award Plan for Non-Employee Directors which was approved
by stockholders in 1988. Pursuant to this Plan, non-employee directors who
have been such for at least twelve consecutive months receive a certain number
of shares of Class A Common Stock equal to five one- hundredths of one percent
of pre-tax earnings of the Company before extraordinary items of gain or loss
for the fiscal year or 3,000 shares, whichever is greater; such shares to vest
immediately upon the date of grant. Five one-hundredths of one percent of the
applicable earnings of the Company for the fiscal year ended April 30, 1998
was $26,851. According to the formula, each non-employee director of the
Company who has been a director for at least twelve consecutive months, at
present consisting of William C. Croft, Raymond J. Roberts, George C. Wright
and James W. Ashley, Jr., received 3,000 shares. No shares are awarded if the
Company does not have pre-tax earnings. Directors who are also employees of
the Company are not paid for their services as directors or for attendance at
meetings.
 
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
 
  William J. McGinley, who is Chairman and a director of the Company, is on
the Compensation Committee.
 
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
 
  The Company's compensation philosophy is comprised of several elements
designed to retain key management personnel, reward performance, reward
dedication and historical service to the Company, and to relate executive pay
to long-term Company performance. These elements consist of a base salary,
bonus compensation, incentive awards directly relating pay to performance, and
long-term incentive awards designed to align executive interests with
stockholder interests.
 
 Base Salary
 
  The base salaries of the Company's executive officers have remained
relatively flat, with small increases to reflect inflation. Base salaries,
including that of founder William J. McGinley, were originally set by Mr. W.
McGinley. Over the years, the Compensation Committee of the Board has reviewed
the founder's recommendations as to the salaries of the Company's officers and
key management personnel. Although base salaries have not been high relative
to other companies of comparable size, the bonus has been a key tool for
rewarding performance.
 
 Bonus Compensation
 
  Bonus amounts paid to the Named Executives are comprised of two elements:
(i) a quarterly cash bonus; and (ii), with respect to Messrs. W. McGinley,
Andre and Hayes, the Supplemental Executive Benefit Plan (the "SEBP").
 
  Cash bonuses for all officers and managerial personnel are determined
pursuant to a bonus plan reviewed from time to time by the Compensation
Committee. Pursuant to the bonus plan, bonus amounts are calculated according
to a formula which assigns certain percentages to different levels of pre-tax
profits.
 
  The SEBP recognizes the dedication and contributions made by certain of the
Named Executives and such other persons as determined by the Compensation
Committee during their past years of service to the Company.
 
                                       8

 
In recognition of the more than forty years of service of Mr. McGinley, the
SEBP provides that on an annual basis over a ten year period commencing with
fiscal 1992, Mr. McGinley will receive an amount equal to $10,000 for each
year of past service up to forty years. In recognition of the past years of
service of Messrs. Andre and Hayes, the SEBP provides that on an annual basis
over a ten year period commencing with fiscal 1992, Messrs. Andre and Hayes
will each receive an amount equal to $5,000 and $5,263 respectively, for each
year of past service up to twenty years. No benefits may be paid under the
SEBP in any fiscal year in which the Company has a net loss, nor may benefits
be paid in an amount in excess of 20% of pre-tax income (income before federal
and state income taxes and before extraordinary income and losses) in any
year. To the extent that benefits due are postponed because of a loss or
insufficient earnings, they are to be paid in subsequent years when earnings
are sufficient. Reductions in benefits shall be allocated pro rata to the
participants and no interest is to be paid on deferred amounts.
 
  Pursuant to the SEBP, Mr. McGinley received a $400,000 payment in fiscal
1998.
 
 Incentive Award
 
  The Company's Incentive Stock Award Plan (the "Incentive Plan") is
administered by Directors Roberts and Croft (the "Committee") who are not
eligible to receive awards under the Incentive Plan. The Committee determines
which individuals shall participate in the Incentive Plan in any given year,
which profit centers will be the basis for each participant's award, the
earnings for each profit center and the number of shares of Class A Common
Stock to be awarded to each participant. The number of shares awarded to any
participant in any given year is determined by the Committee and historically
has been determined by dividing 1% of the pre-tax earnings of the applicable
profit center for that year by the fair market value of the Company's Class A
Common Stock on the first business day of the subsequent Incentive Plan year.
Shares awarded to a participant under the Incentive Plan vest on the first day
of the third Incentive Plan year following the year the award was made, or
earlier upon retirement after age 65 or termination of employment on account
of death or disability.
 
 Long-Term Incentive
 
  The Company has instituted several plans which are designed to provide long-
term incentives for executives by relating executive compensation to Company
performance over time as well as by rewarding continued service to the
Company. The Company's Longevity Contingent Bonus Program (the "Bonus
Program") awards officers and key management personnel a matching bonus (equal
to the amount of the current quarterly bonus) which will be considered as
earned and payable in three years provided that the participant is still
employed by the Company at that time and performance has been satisfactory.
If, for any reason, other than death, disability, or retirement, the officer
or key employee terminates his employment with the Company during the three
year period, or his employment performance is not satisfactory, no longevity
compensation is payable under this program.
 
  Mr. McGinley's total quarterly bonus awards in 1998 were $408,058. He is
therefore eligible to receive payments totaling $408,058 in the year 2001.
 
  The Company also instituted a Capital Accumulation Program (the "CAP") under
which, from calendar years 1986 to 1989, the Company matched the amount of
compensation deferred by any executive or director on a dollar-for-dollar
basis, with a limit of $5,000 in any given year. If a participant retires at
age 55 and has been a participant in the CAP for ten years, then that
individual is eligible to receive payments with an annual yield of not less
than 10% on the deferred amount, plus the matching amount. If the participant
retires at age 55 and has been a participant in the CAP between five and nine
years, he is eligible to receive the deferred amount plus interest, plus
between 50% to 90% of the matching amount plus interest. If the participant
resigns or retires before age 55 with at least four years participation in the
CAP, he is eligible to receive the deferred amount with interest although he
is not eligible to receive the matching amount. In the event that an
individual is discharged for cause, he is able to receive the deferred amount
without interest or the matching amount.
 
                                       9

 
  Mr. McGinley did not participate in the CAP.
 
  The Company's Employee Stock Ownership Plan (the "ESOP") provides additional
long-term incentive to employees. The Company contributes either cash or
Company securities to a trust established for the benefit of its employees.
Employees may not make contributions. The primary purpose of the ESOP is to
enable the Company's employees to earn a proprietary interest in the Company
thereby aligning employee interests with those of the stockholders. If cash is
contributed to the ESOP, the cash is used, to the extent practicable, to
purchase Company securities. Any employee who completes 1,000 hours of service
in a twelve month period is eligible to participate in the ESOP. The Company's
contributions to the ESOP are allocated to the accounts of participants in the
same proportion as each participant's compensation bears to the aggregate
compensation of all participants. In compliance with applicable law, the ESOP
provides for gradual vesting of 20% after two years through 100% after seven
years. The ESOP further provides that an employee's account will fully vest
upon termination of employment due to retirement, disability or death, or
resignation or dismissal after seven years of service. The vested portion of
an employee's account is to be distributed upon retirement, disability,
termination or death.
 
  Finally, the Methode Electronics, Inc. 1997 Stock Plan (the "1997 Plan")
also provides long-term incentive to employees. The 1997 Plan provides for the
granting of awards of restricted stock, incentive stock options, nonqualified
stock options and stock appreciation rights with respect to the Class A Common
Stock. The Compensation Committee administers the 1997 Plan and from time to
time grants awards under the 1997 Plan to selected eligible directors and
employees. To date, no awards under the 1997 Plan have been granted to any
director or Named Executive.
 
  During 1993, the Internal Revenue Code of 1986 (the "Code") was amended to
include a provision which denies a deduction to any publicly held corporation
for compensation paid to any "covered employee" (defined as the CEO and the
Company's other four most highly compensated officers, as of the end of a
taxable year) to the extent that the compensation exceeds $1,000,000 in any
taxable year of the corporation beginning after 1993. Compensation which is
payable pursuant to written binding agreements entered into before February
18, 1993 and compensation which constitutes "performance-based compensation"
is excludable in applying the $1,000,000 limit. It is the Company's policy to
qualify compensation paid to its top executives, in a manner consistent with
the Company's compensation policies, for deductibility under the new law in
order to maximize the Company's income tax deductions.
 
                            Compensation Committee
 
                              William J. McGinley
                              Raymond J. Roberts
                               William C. Croft
 
                                      10

 
                               PERFORMANCE GRAPH
 
  The following graph sets forth a comparison of the cumulative total
stockholder returns for the five year period ended April 30, 1998 for: (i) the
Class A Common Stock of the Company, (ii) the Class B Common Stock of the
Company, (iii) the CRSP Index for the Nasdaq Stock Market, (iv) the CRSP Index
for the Nasdaq Electronics Components Stocks and (v) a peer group selected in
good faith by the Company (the "Peer Group"). The Company believes the CRSP
Index for the Nasdaq Electronics Components Stocks includes too many companies
which operate in industries outside of the Company's industry and believes the
Peer Group represents a better index for comparison. The Peer Group includes
companies which manufacture or have business units which manufacture
electrical and electronic connectors, interconnect devices, controls, and
components for the computer, communications systems, automotive and other
industries. The Peer Group includes the following companies: AMP Inc.,
Amphenol Corporation, Berg Electronics Corp., Breed Technologies, Inc., CTS
Corporation, The Cherry Corporation (Class A Common Stock), Eaton Corporation,
Molex Incorporated (Common Stock), Robinson Nugent, Inc., Thomas & Betts
Corporation and United Technologies Corporation. The performance of the CRSP
Index for the Nasdaq Electronics Components Stocks is presented for
comparative purposes as required by applicable securities regulations and will
not be provided in the future. All returns were calculated assuming dividend
reinvestment on a quarterly basis.
 
                                     LOGO
 


                         1993      1994      1995      1996      1997      1998
- ---------------------------------------------------------------------------------
                                                        
  Methode Class A       100.000   140.526   155.010   228.248   194.694   222.939
- ---------------------------------------------------------------------------------
  Methode Class B       100.000   117.549   125.176   177.609   150.141   176.166
- ---------------------------------------------------------------------------------
  NASDAQ Market Index   100.000   111.289   129.375   184.427   195.193   292.114
- ---------------------------------------------------------------------------------
  NASDAQ Elect. Comp.   100.000   134.973   213.060   284.144   461.083   511.792
- ---------------------------------------------------------------------------------
  Peer Group Index      100.000   123.903   147.488   181.851   211.069   275.783

 
 
                                      11

 
                                 OTHER MATTERS
 
INDEPENDENT PUBLIC ACCOUNTANTS
 
  The Board of Directors of the Company has selected Ernst & Young LLP to
examine the consolidated financial statements of the Company and its
subsidiaries for the fiscal year ending April 30, 1999. Ernst & Young LLP has
served the Company in this capacity since 1966. Representatives of Ernst &
Young LLP are expected to be present at the Annual Meeting to be held on
September 8, 1998 and will have the opportunity to make a statement if they so
desire. These representatives are also expected to be available to respond to
appropriate questions of stockholders.
 
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
 
  Under the securities laws of the United States, the Company's Directors, its
executive officers, and any persons holding more than 10% of the Company's
Class A or Class B Common Stock are required to report their initial ownership
of the Company's Class A or Class B Common Stock and any subsequent changes in
that ownership to the Securities and Exchange Commission. Specific due dates
for these reports have been established and the Company is required to
disclose in this proxy statement any failure to file by the required dates
during its fiscal year ended April 30, 1998. All of these filing requirements
were satisfied except that Mr. Wright filed one late report covering one
transaction. In making these disclosures, the Company has relied solely on
written representations of its Directors and executive officers and copies of
the reports that they have filed with the Commission.
 
STOCKHOLDER PROPOSALS
 
  All stockholder proposals to be presented at the Company's Annual Meeting to
be held in 1999 must be received by April 12, 1999 in order to be considered
for inclusion in the Company's Proxy Statement relating to the 1999 Annual
Meeting. If a stockholder intends to present a proposal at the 1999 Annual
Meeting but does not intend to have such proposal included in the Company's
Proxy Statement, notice of such proposal must be received by the Company prior
to June 26, 1999 in order to be considered "timely." If notice of such
proposal is not received by the Company prior to June 26, 1999, the proposal
shall be deemed "untimely" and the Company will have the right to exercise
discretionary voting authority with respect to such proposal. These notices
should be directed to the Secretary of Methode Electronics, Inc. at 7444 West
Wilson Avenue, Chicago, Illinois 60656-4549.
 
SEC FORM 10-K
 
  A copy of the Company's annual report to the Securities and Exchange
Commission will be provided to stockholders without charge upon written
request directed to the Secretary of Methode Electronics, Inc. at 7444 West
Wilson Avenue, Chicago, Illinois 60656-4549.
 
OTHER BUSINESS
 
  The Board of Directors knows of no other business that will be presented at
the Annual Meeting. Should any other business come before the Annual Meeting,
it is the intention of the persons named in the enclosed proxy form to vote in
accordance with their best judgment.
 
                                          By order of the Board of Directors
 
                                          WILLIAM J. McGINLEY
                                          Chairman
 
Chicago, Illinois
August 10, 1998
 
                                      12

 
PROXY CARD                 METHODE ELECTRONICS, INC.
                             CLASS B COMMON STOCK
               Annual Meeting of Stockholders, September 8, 1998

     The undersigned stockholder of Methode Electronics, Inc. does hereby
acknowledge receipt of Notice of said Annual Meeting and accompanying Proxy
Statement and constitutes and appoints William J. McGinley, Kevin J. Hayes and
James W. Ashley, Jr., or any one or more of them, with full powers of
substitution and revocation, to be the attorneys and proxies to vote all shares
of Class B Common Stock of  Methode Electronics, Inc. which the undersigned is
entitled to vote, with all the powers which the undersigned would possess if
personally present at the Annual Meeting of Stockholders of said Corporation to
be held on Tuesday, September 8,1998 at 3:30 p.m. Chicago time at the Arlington
Park Hilton Conference Center, 3400 West Euclid Avenue, Arlington Heights,
Illinois 60005, and at any adjournments thereof:

                        (PLEASE SIGN ON THE OTHER SIDE)

 
This proxy shall be voted in accordance with the instructions given and in the
absence of such instructions shall be voted for Item 1. If other business is
presented at said meeting, this proxy shall be voted in accordance with the best
judgment of the persons named as proxies on reverse side.

Please mark    [X]
your votes     
as indicated   
in this
example
 
          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

1.  The election of William J. McGinley, Kevin J. Hayes, George C. Wright,
    Raymond J. Roberts, James W. McGinley and John R. Cannon as Class B
    directors.
 
FOR ALL NOMINEES EXCEPT        WITHHOLD
 NOMINEE(S) WRITTEN BY        AUTHORITY
 THE UNDERSIGNED IN THE      TO VOTE FOR
     SPACE PROVIDED          ALL NOMINEES
                                          ______________________________________

          [_]                   [_]

________________________________________________________________________________
                          Any proxy heretofore given by the undersigned to vote
                          at said Annual Meeting is hereby revoked.
 
           _______        You are urged to mark, sign, date and return your
                 |        proxy without delay in the return envelope provided
                 |        for that purpose, which requires no postage if mailed
                 |        in the United States.
 
                          Date____________________________________________, 1998
 
                          ______________________________________________________
 
                          ______________________________________________________
                          When signing the proxy, please date it and take care
                          to have the signature conform to the stockholder's
                          name as it appears on this side of the proxy. If
                          shares are registered in the names of two or more
                          persons, each person should sign. Executors,
                          administrators, trustees and guardians should so
                          indicate when signing.
 
                                  DO NOT FOLD OR PERFORATE THIS CARD
________________________________________________________________________________

 
PROXY CARD                 METHODE ELECTRONICS, INC.
                             CLASS A COMMON STOCK
               Annual Meeting of Stockholders, September 8, 1998

     The undersigned stockholder of Methode Electronics, Inc. does hereby
acknowledge receipt of Notice of said Annual Meeting and accompanying Proxy
Statement and constitutes and appoints William J. McGinley, Kevin J. Hayes and
James W. Ashley, Jr., or any one or more of them, with full powers of
substitution and revocation, to be the attorneys and proxies to vote all shares
of Class A Common Stock of  Methode Electronics, Inc. which the undersigned is
entitled to vote, with all the powers which the undersigned would possess if
personally present at the Annual Meeting of Stockholders of said Corporation to
be held on Tuesday, September 8,1998 at 3:30 p.m. Chicago time at the Arlington
Park Hilton Conference Center, 3400 West Euclid Avenue, Arlington Heights,
Illinois 60005, and at any adjournments thereof:

                        (PLEASE SIGN ON THE OTHER SIDE)

 
This proxy shall be voted in accordance with the instructions given and in the
absence of such instructions shall be voted for Item 1. If other business is
presented at said meeting, this proxy shall be voted in accordance with the best
judgment of the persons named as proxies on reverse side.

Please mark    [X]
your votes     
as indicated   
in this        
example         

 
          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

1.  The election of Michael G. Andre, William C. Croft and James W. Ashley, Jr.
    as Class A directors.
 
FOR ALL NOMINEES EXCEPT       WITHHOLD
 NOMINEE(S) WRITTEN BY       AUTHORITY
 THE UNDERSIGNED IN THE     TO VOTE FOR
     SPACE PROVIDED         ALL NOMINEES
                                          ______________________________________

          [_]                   [_]

________________________________________________________________________________

                          Any proxy heretofore given by the undersigned to vote
                          at said Annual Meeting is hereby revoked.
 
             _______      You are urged to mark, sign, date and return your
                   |      proxy without delay in the return envelope provided
                   |      for that purpose, which requires no postage if mailed
                   |      in the United States.
 
                          Date____________________________________________, 1998

                          ______________________________________________________
 
                          ______________________________________________________
                          When signing the proxy, please date it and take care
                          to have the signature conform to the stockholder's
                          name as it appears on this side of the proxy. If
                          shares are registered in the names of two or more
                          persons, each person should sign. Executors,
                          administrators, trustees and guardians should so
                          indicate when signing.
 
                                  DO NOT FOLD OR PERFORATE THIS CARD
________________________________________________________________________________