SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:

[ ] 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-12

LITTELFUSE, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of filing fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

- --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

(5) Total fee paid:

- --------------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

(1) Amount Previously Paid:

- --------------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

- --------------------------------------------------------------------------------

(3) Filing Party:

- --------------------------------------------------------------------------------

(4) Date Filed:

- --------------------------------------------------------------------------------

LITTELFUSE, INC.
800 East Northwest Highway
Des Plaines, Illinois 60016

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

April 26, 2002

The annual meeting of the stockholders of Littelfuse, Inc. (the "Company")
will be held at the offices of the Company located at 800 East Northwest
Highway, Des Plaines, Illinois, on Friday, April 26, 2002, at 9:00 a.m., local
time, for the following purposes as described in the attached Proxy Statement:

1. To elect five Directors to serve a term of one year or until their
successors are elected;

2. To approve and ratify the appointment by the Board of Directors of the
Company of Ernst & Young LLP as the Company's independent auditors for
the fiscal year of the Company ending December 28, 2002;

3. To approve an amendment to the 1993 Stock Plan for Employees and
Directors of Littelfuse, Inc. which would increase the maximum
aggregate number of shares of Common Stock as to which awards of
options, restricted shares, units or rights may be made from time to
time from 2,400,000 to 3,400,000 shares;

and to transact such other business as may properly come before the annual
meeting or any adjournment thereof.

Stockholders of record of the Company at the close of business on March 8,
2002, will be entitled to vote at the meeting.

PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE.

Mary S. Muchoney
Secretary

March 22, 2002

LITTELFUSE, INC.
800 East Northwest Highway
Des Plaines, Illinois 60016

PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON

April 26, 2002

This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of the Company of proxies for use at the Company's annual
meeting of stockholders to be held on April 26, 2002.

Any stockholder giving a proxy will have the right to revoke it at any time
prior to the time it is voted. A proxy may be revoked by written notice to the
Company, execution of a subsequent proxy or attendance at the annual meeting and
voting in person. Attendance at the annual meeting will not automatically revoke
the proxy. All shares represented by effective proxies will be voted at the
annual meeting or at any adjournment thereof.

The cost of soliciting proxies will be borne by the Company. In addition to
solicitation by mail, officers and employees of the Company may solicit proxies
by telephone or in person.

This Proxy Statement and form of proxy are first being mailed to
stockholders on or about March 22, 2002. The Company's 2001 annual report,
including audited financial statements, is included in this mailing.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL OF THE
NOMINEES FOR DIRECTOR NAMED IN PROPOSAL 1, A VOTE FOR THE APPROVAL AND
RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS AS
DISCUSSED IN PROPOSAL 2 AND A VOTE FOR THE APPROVAL OF THE AMENDMENT TO THE 1993
STOCK PLAN FOR EMPLOYEES AND DIRECTORS OF LITTELFUSE, INC. (THE "1993 STOCK
PLAN") AS DISCUSSED IN PROPOSAL 3.

VOTING

Stockholders of record on the books of the Company at the close of business
on March 8, 2002, will be entitled to notice of and to vote at the meeting. A
list of the stockholders entitled to vote at the meeting will be available for
examination by any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least 10 days prior to the meeting
at the Company's headquarters located at 800 East Northwest Highway, Des
Plaines, Illinois 60016 and at LaSalle Bank N.A., 135 South LaSalle Street,
Chicago, Illinois 60603. The Company had outstanding on March 8, 2002,
21,939,517 shares of its common stock, par value $.01 per share (the "Common
Stock"). Each outstanding share of Common Stock entitles the holder to one vote
on each matter submitted to a vote at the meeting.

The shares represented by proxies will be voted as directed in the proxies.
In the absence of specific direction, the shares represented by proxies will be
voted FOR the election of all of the nominees as Directors of the Company, FOR
the approval and ratification of the appointment of Ernst & Young LLP as
independent auditors, and FOR the approval of the amendment to the 1993 Stock
Plan. In the event any nominee for Director is unable to serve, which is not now
contemplated, the shares represented by proxies may be voted for a substitute
nominee. If any matters are to be presented at the annual meeting other than the
matters referred to in this Proxy Statement, the shares represented by proxies
will be voted in the discretion of management.

The Company's bylaws provide that a majority of all of the shares of Common
Stock entitled to vote, whether present in person or represented by proxy, shall
constitute a quorum for the transaction of business at the meeting. Votes for
and against, abstentions and "broker non-votes" will each be counted as present
for purposes of determining the presence of a quorum. To determine whether a
specific proposal has received sufficient votes to be passed, for shares deemed
present, an abstention will have the same effect as a vote "against" the
proposal, while a broker non-vote will not be included in vote totals and will
have no effect on the outcome of the vote. The affirmative vote by the holders
of a majority of the shares present (whether in person or by proxy) at the
meeting will be required for the approval of the ratification of Ernst & Young
LLP as independent auditors and the approval of the amendment to the 1993 Stock
Plan. With respect to the election of Directors, the five nominees who receive
the most votes at the meeting will be elected.

OWNERSHIP OF LITTELFUSE, INC. COMMON STOCK

The following table sets forth certain information with respect to the
beneficial ownership of the Common Stock as of March 8, 2002, by each Director,
by each person known by the Company to be the beneficial owner of more than 5%
of the outstanding Common Stock, by each executive officer named in the Summary
Compensation Table and by all of the Directors and executive officers of the
Company as a group. Information concerning persons known to the Company to be
beneficial owners of more than 5% of its Common Stock is based upon the most
recently available reports furnished by such persons on Schedule 13G as filed
with the Securities and Exchange Commission.

NUMBER OF SHARES OF
COMMON STOCK
BENEFICIALLY OWNED(1)
------------------------

NAME AND ADDRESS OF BENEFICIAL OWNER SHARES PERCENT
- ------------------------------------ ------ -------

Ariel Capital Management, Inc..................... 3,273,255 14.3%
307 North Michigan Avenue, Suite 500
Chicago, Illinois 60601
American Century Investment Management............ 2,495,700 10.9%
Twentieth Century Tower
4500 Main St.
Kansas City, MO 64111

NUMBER OF SHARES OF
COMMON STOCK
BENEFICIALLY OWNED(1)
------------------------

NAME AND ADDRESS OF BENEFICIAL OWNER SHARES PERCENT
- ------------------------------------ ------ -------

T. Rowe Price Associates, Inc.(2)................. 2,470,800 10.8%
100 E. Pratt Street
Baltimore, Maryland 21202

Howard B. Witt.................................... 477,800 2.1%

John P. Driscoll.................................. 14,197 *

Anthony Grillo(3)................................. 68,605 *

Bruce A. Karsh(4)................................. 182,521 *

John E. Major..................................... 36,563 *

John J. Nevin..................................... 27,000 *

William S. Barron................................. 122,100 *

Kenneth R. Audino................................. 73,100 *

Philip G. Franklin................................ 37,200 *

Hans Ouwehand..................................... 52,000 *

All current directors and executive officers
as a group (11 persons)...................... 1,110,686 4.8%

* Indicates ownership of less than 1% of Common Stock.

-----------------
(1) The number of shares listed includes 643,500 shares of Common Stock,
which may be acquired through the exercise of stock options within 60
days of March 8, 2002.

(2) These securities are owned by various individual and institutional
investors for which T. Rowe Price Associates, Inc. (Price Associates)
serves as investment advisor with power to direct investments and/or sole
power to vote the securities. For purposes of the reporting requirements
of the Securities Exchange Act of 1934, Price Associates is deemed to be
a beneficial owner of such securities; however, Price Associates
expressly disclaims that it is, in fact, the beneficial owner of such
securities.

(3) Includes 7,300 shares of Common Stock held in an IRA and in trust for
Mr. Grillo's children.

(4) Includes 14,000 shares of Common Stock held in an IRA and in trust for
Mr. Karsh's children.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, requires the
Company's executive officers, Directors and holders of more than 10% of the
Common Stock to file with the Securities and Exchange Commission initial reports
of ownership and reports of changes in ownership of Common Stock and

other equity securities of the Company. The Company believes that during the
fiscal year ended December 29, 2001, its executive officers and Directors
complied with all Section 16(a) filing requirements. In making these statements,
the Company has relied upon the written representations of its executive
officers and Directors.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Five Directors are to be elected at the annual meeting to serve terms of
one year or until their respective successors have been elected. The nominees
for Director, all of whom are now serving as Directors of the Company, are
listed below together with certain biographical information as of March 8, 2002.
Except as otherwise indicated, each nominee for Director has been engaged in his
present principal occupation for at least the past five years.

The Company would like to take this opportunity to thank John J. Nevin, who
will be retiring from our board when his term expires on April 26, 2002, for his
many contributions over the past 11 years of service. Effective April 26, 2002,
the bylaws of the Company will be amended to reduce the number of Directors of
the Company from six to five.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
ELECTION OF ALL OF THE NOMINEES LISTED BELOW AS DIRECTORS.

Howard B. Witt, age 61, has been a Director of the Company since November
1991 and President and Chief Executive Officer since 1990. In May 1993, Mr. Witt
was elected as the Chairman of the Board of the Company. Prior to his
appointment as President and Chief Executive Officer, Mr. Witt served in several
other key management positions since joining the Company as Operations Manager
in 1979. Mr. Witt serves as a Director of Franklin Electric Co., Inc. and
Material Sciences Corporation and is a member of the Electronic Industries
Alliance Board of Directors and the Board of Governors of the National
Electrical Manufacturers Association. He also serves as a director of the
Artisan Mutual Fund.

John P. Driscoll, age 66, has been a Director of the Company since February
1998. He is Chairman of the Compensation Committee. Mr. Driscoll is President of
Jack Driscoll Enterprises, Inc., a management consulting firm. In June of 1998
Mr. Driscoll retired as Executive Vice President of Murata Electronics North
America, Inc. where he was responsible for corporate policy and strategy and
oversaw government and industry relations. Mr. Driscoll joined Murata
Electronics in 1979 as Vice President of Marketing and Sales, was appointed
Senior Vice President Marketing and Sales in 1985 and assumed the position of
Executive Vice President in 1995. Mr. Driscoll is a former Vice President of the
Components Group of the Electronic Industry Alliance, and a fourteen-year member
of its Board of Governors.

Anthony Grillo, age 46, has been a Director of the Company since December
1991 and is Chairman of the Audit Committee. Mr. Grillo is a Senior Managing
Director of Evercore Partners, Inc. Before joining Evercore Partners, Inc. in
2001, Mr. Grillo was Senior Managing Director of Joseph Littlejohn & Levy, Inc.,
a private equity firm. Prior to joining Joseph Littlejohn & Levy, Inc. in 1999,

Mr. Grillo was a Senior Managing Director of the Blackstone Group L.P., an
investment banking firm which he joined in 1991. Mr. Grillo serves as a Director
of Safeguard Business Systems and several privately held companies.

Bruce A. Karsh, age 46, has been a Director of the Company since December
1991. He is a member of the Compensation Committee. Mr. Karsh is President and
co-founder of Oaktree Capital Management, LLC, an investment advisory firm with
over $18 billion of assets under management. Prior to that, Mr. Karsh
established the TCW Special Credits group of funds at The TCW Group, Inc. and
had primary portfolio management responsibility for their operation. Mr. Karsh
currently serves as a Director of Furniture Brands International.

John E. Major, age 56, has been a Director of the Company since December
1991. He is a member of the Audit Committee. Mr. Major is Chairman and CEO of
Novatel Wireless Inc., which provides wireless data access solutions for PDAs
and notebook PCs. Previously he held positions as Chief Executive Officer of
Wireless Knowledge, a QUALCOMM and Microsoft joint venture. Before joining
Wireless Knowledge in 1998, Mr. Major served as Corporate Executive Vice
President of QUALCOMM, Inc. and President of its Wireless Infrastructure
Division. Prior to joining QUALCOMM, Mr. Major served as Senior Vice President
and Staff Chief Technical Officer at Motorola, Inc. He currently serves on the
Board of Governors' Executive Committee for the EIA (Electronic Industries
Association) and the TIA (Telecommunications Industry Association). He also
serves on the Board of Directors of Verilink Corporation, Identix Incorporated,
Advanced Remote Communications Solutions, Inc. and Lennox International Inc.

ADDITIONAL INFORMATION CONCERNING BOARD OF DIRECTORS

COMPENSATION OF DIRECTORS. Directors who are not employees of the Company
are paid an annual Director's fee of $30,000, $1,500 for each of the four
regularly scheduled Board meetings attended and $500 for attendance at any
special teleconference Board or Committee meetings, plus reimbursement of
reasonable expenses relating to attendance at meetings. Chairman of the
committees of the Board of Directors are paid an annual fee of $3,000. No such
fees are paid to Directors who are also full-time employees of the Company.

Under the Littelfuse Deferred Compensation Plan for Non-employee Directors,
a non-employee Director, at his election, may defer receipt of his Director's
fees. Such deferred fees are used to purchase shares of Common Stock, and such
shares and any distributions thereon are deposited with a third party trustee
for the benefit of the Director until the Director ceases to be a Director of
the Company. All non-employee Directors have elected to be compensated in Common
Stock under the deferred compensation plan.

The 1993 Stock Plan provides for an annual grant to each non-employee
Director of non-qualified stock options to purchase 5,000 shares of Common
Stock. Accordingly, In 2001, each non-employee Director was granted an option to
purchase 5,000 shares of Common Stock.

AUDIT COMMITTEE. The Audit Committee consists of three non-employee
Directors. It is the responsibility of the Audit Committee to, among other
things, (i) recommend each year to the Board of

Directors independent auditors to audit the financial statements of the Company
and its consolidated subsidiaries, (ii) review the scope of the audit plan,
(iii) discuss with the auditors the results of the Company's annual audit and
any related matters, and (iv) review transactions posing a potential conflict of
interest among the Company and its Directors, officers and affiliates. A copy of
the Audit Committee Charter, amended as of February 8, 2002, is included as
Appendix A to this Proxy Statement. The Audit Committee met four times in 2001.
Members of the Audit Committee are John E. Major, John J. Nevin and the Chairman
of the Committee, Anthony Grillo.

COMPENSATION COMMITTEE. The Compensation Committee consists of two
non-employee Directors. It is the responsibility of the Compensation Committee
to make recommendations to the Board of Directors with respect to compensation
and benefit programs, including the stock-based plans, for Directors, officers
and employees of the Company and its subsidiaries. The Compensation Committee
met four times and acted by written unanimous consent seven times in 2001.
Members of the Compensation Committee are John P. Driscoll, the Chairman of the
Committee and Bruce A. Karsh.

ATTENDANCE AT MEETINGS. The Board of Directors held seven meetings during
2001. All of the Directors attended at least 75% of the meetings of the Board of
Directors and the committees on which they served.

PROPOSAL NO. 2

APPROVAL AND RATIFICATION OF
APPOINTMENT OF INDEPENDENT AUDITORS

Subject to approval of the stockholders, the Board of Directors has
appointed Ernst & Young LLP, certified public accountants, as independent
auditors to examine the annual consolidated financial statements of the Company
and its subsidiary companies for the fiscal year ending December 28, 2002. The
stockholders will be asked at the meeting to approve and ratify such
appointment. Audit fees for the last fiscal year were $332,000 and all other
fees were $345,000, including audit related services for pension and statutory
audits, and SEC filings of $82,000 and non-audit services related to income tax
matters of $263,000. A representative of Ernst & Young LLP will be present at
the meeting to make a statement, if such representative so desires, and to
respond to stockholders' questions.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
FOLLOWING RESOLUTION WHICH WILL BE PRESENTED AT THE MEETING:

RESOLVED: That the appointment by the Board of Directors of the Company of
Ernst & Young LLP as the Company's independent auditors for the fiscal year of
the Company ending December 28, 2002, be approved and ratified.

PROPOSAL NO. 3

APPROVAL OF THE AMENDMENT TO THE 1993 STOCK PLAN
FOR EMPLOYEES AND DIRECTORS OF LITTELFUSE, INC.

The Board of Directors recommends to the stockholders the approval of a
proposed amendment to the 1993 Stock Plan which would increase the maximum
aggregate number of shares of Common Stock as to which awards of options,
restricted shares, units or rights may be made from time to time from 2,400,000
to 3,400,000 shares. The 1993 Stock Plan currently provides that a total of
2,400,000 shares of Common Stock may be issued pursuant to options, restricted
shares, units or rights which may be granted or awarded under the plan. As of
March 8, 2002, a total of 164,400 shares of Common Stock were available for such
purpose. After giving effect to the proposed amendment to the 1993 Stock Plan,
such number of shares of Common Stock available under the 1993 Stock Plan would
be increased to 1,164,400 shares. Management believes that this amendment will
further promote the Company's goals of enhancing the long-term profitability and
stockholder value of the Company by offering stock-based incentives to those
individuals who are key to the growth and success of the Company.

The major provisions of the 1993 Stock Plan relating to stock options and
the proposed amendments are described below:

The 1993 Stock Plan became effective as of February 12, 1993, and has no
fixed expiration date.

The 1993 Stock Plan is administered by the Compensation Committee of the
Board of Directors, which has the exclusive authority to make awards under the
1993 Stock Plan and all interpretations and determinations affecting the 1993
Stock Plan.

Participation in the 1993 Stock Plan is limited to officers, non-employee
Directors and key employees of the Company and its subsidiaries ("Employees")
who are selected from time to time by the Compensation Committee. Participants
in the 1993 Stock Plan who are employees of the Company or its subsidiaries are
also eligible to participate in any other incentive plan of the Company.

Currently, no more than 2,400,000 shares may be issued in the aggregate
under the 1993 Stock Plan (subject to adjustment as described below). The
proposed amendments would increase this amount to 3,400,000 shares. Generally,
any shares which cease to be subject to purchase under a granted option, or any
forfeited restricted shares or restricted units, will become available for
subsequent awards under the 1993 Stock Plan.

Currently, each Non-employee Director is automatically granted a
non-qualified option to purchase 5,000 shares of Common Stock, which option
shall be granted on the date of the first meeting of the Board of Directors of
the Company following each annual meeting of the stockholders of the Company
("Annual Non-employee Director Stock Options"). The number of Annual
Non-employee Director Stock Options to be granted as of the date of any such
meeting of the Board of Directors shall be proportionately adjusted to reflect
any stock splits, stock dividends, recapitalizations or similar transactions
causing an increase or decrease in the number of issued and outstanding shares
of Common Stock which have occurred since the date of the most recent grant of
Annual Non-employee Director Stock Options. Any Non-employee Director may waive
his or her right to be granted Annual Non-employee Director Stock Options. In
the event that the granting of any Annual Non-employee Director Stock Options
would cause the 2,400,000 share limitation (or, in the event the proposed
amendment is adopted, the 3,400,000 share limitation) of the 1993 Stock Plan to
be exceeded, the total number of Annual Non-employee Director Stock Options then
to be granted shall be reduced to a number which

would cause said share limitation not to be exceeded and the amount of
non-qualified options to be granted to each Non-employee Director who has not
waived his or her right to receive Annual Non-employee Director Stock Options
shall be proportionately reduced.

The terms of non-qualified stock options granted to Non-employee Directors
(including the terms of the Annual Non-employee Director Stock Options), the
exercise price for shares purchasable under such options and the date such
options become exercisable are determined pursuant to the formula provision of
the 1993 Stock Plan. Each option shall be exercisable in full or in part,
subject to certain requirements in the 1993 Stock Plan, by payment of the
exercise price in cash or already owned shares for the number of shares to be
purchased or as otherwise permitted by the Compensation Committee pursuant to
the provisions of the 1993 Stock Plan.

The Compensation Committee may, in the event of any stock dividend, stock
split, recapitalization, merger, consolidation or other change in the
capitalization of the Company or similar corporate transaction or event
affecting the Common Stock, in such manner as it deems equitable, adjust, among
other things, (i) the maximum number of shares that may be issued under the 1993
Stock Plan; (ii) the number and class of shares that may be subject to stock
options, restricted shares or restricted units that have not been issued; (iii)
the exercise price to be paid for unexercised stock options; and (iv) the share
value used to determine the amount or value of any award under the 1993 Stock
Plan.

The Board of Directors may suspend, terminate, modify or amend the 1993
Stock Plan at any time, but if any such amendment requires stockholder approval
in order to meet the requirements of the then applicable rules under Section
16(b) of the Exchange Act, such amendment may not be effected without obtaining
stockholder approval. The Board of Directors may terminate the 1993 Stock Plan,
but the terms of the 1993 Stock Plan will continue to apply to awards granted
prior to such termination. No suspension, termination, modification or amendment
of the 1993 Stock Plan may adversely affect the rights of an Employee or
Non-employee Director under previously granted awards.

Under the applicable provisions of the Internal Revenue Code of 1986, as
amended (the "Internal Revenue Code"), no tax will be payable by the recipient
of a non-qualified option at the time of grant. Upon exercise of a non-qualified
option, the excess, if any, of the fair market value of the shares with respect
to which the option is exercised over the total exercise price of such shares
will be treated for Federal tax purposes as ordinary income. Any profit or loss
realized on the sale or exchange of any share actually received will be treated
as a capital gain or loss. The Company will be entitled to deduct the amount, if
any, by which the fair market value on the date of exercise of the shares with
respect to which the option was exercised exceeds the exercise price.

The number of shares of Common Stock which the executive officers of the
Company were granted options to purchase under the 1993 Stock Plan in the 2001
fiscal year and the exercise price of such options are disclosed in the
"Option/SAR Grants in Last Fiscal Year" table under "Compensation of Executive
Officers". In the 2001 fiscal year, all executive officers as a group received
options to purchase 142,000 shares of Common Stock at an average exercise price
of $27.10 per share, current directors who are not executive officers as a group
received options to purchase 25,000 shares of Common Stock at an average
exercise price of $27.10 per share, and all employees, including all current
officers who are not executive officers, as a group received options to purchase
203,700 shares of

Common Stock at an average exercise price of $25.63 per share. Based upon the
average of the high and low "sales" price of shares of the Common Stock as
reported on The Nasdaq Stock Market on December 28, 2001, the fair market value
of these groups of options was $3,848,200 $677,500, and $5,220,831 respectively.

The proposed amendment would increase the maximum aggregate number of
shares of Common Stock as to which awards of options, restricted shares, units
or rights may be made from time to time from 2,400,000 to 3,400,000 shares. The
1993 Stock Plan currently provides that a total of 2,400,000 shares of Common
Stock may be issued pursuant to options, restricted shares, units or rights
which may be granted or awarded under the plan. After giving effect to the
proposed amendment to the 1993 Stock Plan, such maximum aggregate number of
shares of Common Stock under the 1993 Stock Plan would be increased to 3,400,000
shares.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING RESOLUTION WHICH
WILL BE PRESENTED AT THE ANNUAL MEETING:

RESOLVED: That the amendment to the 1993 Stock Plan for Employees and
Directors of Littelfuse, Inc. which would increase the maximum aggregate number
of shares of Common Stock as to which awards of options, restricted shares,
units or rights may be made from time to time from 2,400,000 to 3,400,000 shares
be approved.

COMPENSATION OF EXECUTIVE OFFICERS

The following table discloses compensation received by the Chief Executive
Officer and each of the other four most highly compensated executive officers
(the "named executive officers") for the last three fiscal years.

SUMMARY COMPENSATION TABLE

LONG TERM COMPENSATION
ANNUAL COMPENSATION AWARDS
---------------------- ------------------------------
YEAR SALARY($) BONUS($)(1) RESTRICTED SECURITIES ALL OTHER
---- --------- ----------- STOCK UNDERLYING COMPENSATION($)(3)
AWARDS($)(2) OPTIONS/SARS(#) ------------------
------------ ---------------
NAME AND PRINCIPAL POSITION
- ---------------------------

Howard B. Witt...................... 2001 475,000 0 0 65,000 164,459
Chairman of the Board, 2000 475,000 356,468 193,830 65,000 186,028
President and 1999 410,417 307,505 184,200 60,000 158,046
Chief Executive Officer

Philip G. Franklin.................. 2001 225,000 0 0 22,000 1,546
Vice President, Treasurer and 2000 225,000 125,632 83,070 22,000 1,008
Chief Financial Officer 1999 201,538 105,977 61,400 30,000 1,478

William S. Barron................... 2001 225,000 0 0 22,000 13,860
Vice President 2000 225,000 147,028 83,070 22,000 14,801
1999 192,500 87,884 61,400 20,000 19,903

Kenneth R. Audino................... 2001 160,000 0 0 15,000 2,270
Vice President 2000 160,000 88,193 83,070 15,000 2,187
1999 147,083 67,839 61,400 14,000 2,829

Hans Ouwehand(4).................... 2001 130,144 0 0 15,000 3,131
Vice President, European Operations 2000 134,176 55,382 0 0 3,142
1999 138,338 37,181 0 12,000 3,353

(1) The amounts disclosed in this column are awards under the Company's Annual
Incentive Compensation Program.

(2) In 2000, the Compensation Committee granted restricted shares awards under
the 1993 Stock Plan to Mr. Witt for 7,000 shares of Common Stock and to
each of Messrs. Audino, Barron and Franklin for 3,000 shares of Common
Stock. The restricted shares subject to such awards had values listed in
the table based upon a $27.69 share average of the high and low "sales"
price of Common Stock as reported on The Nasdaq Stock Market on December
29, 2000. These restricted shares awards are subject to the Company
attaining certain financial performance goals relating to return on net
tangible assets and earnings before interest, taxes, depreciation and
amortization during the three-year period ending December 28, 2002. In
1999, the Compensation Committee granted restricted shares awards under the
1993 Stock Plan to Mr. Witt for 7,500 shares of Common Stock and to each of
Messrs. Audino, Barron, Franklin and Turner for 2,500 shares of Common
Stock. The restricted shares subject to such awards had values listed in
the table based upon a $24.56 share average of the high and low "sales"
price of Common Stock as reported on The Nasdaq Stock Market on December
31, 1999. These restricted shares awards were subject to the Company
attaining certain financial performance goals relating to return on net
tangible assets and earnings before interest, taxes, depreciation and
amortization during the three-year period ending December 29, 2001. Since
these financial performance goals were not attained by the Company,
however, these restricted shares awards have terminated and no restricted
shares will be issued and no cash payments will be made pursuant to these
awards.

(3) The amounts disclosed in this column represent the compensation value to
the named executive officers of life insurance premiums paid by the Company
for life insurance policies on the lives of Messrs. Witt, Franklin, Barron
and Audino. The amounts also include the amount representing total imputed
interest from interest-free loans obtained by the individuals from the
Company pursuant to the Littelfuse Executive Loan Program in fiscal 1999,
2000 and 2001. Total imputed interest for each of Messrs. Witt and Barron
was $145,766 and $15,570, respectively, in fiscal 1999; $176,091 and
$11,734, respectively, in fiscal 2000; and $152,874 and $10,583,
respectively, for 2001. The amount also includes the compensation value of
Company provided vehicles for Mr. Witt and Mr. Ouwehand.

(4) Mr. Ouwehand's compensation was paid in Dutch Guilders for the years
presented. His compensation has been converted to US dollars using the year
to date average exchange rate for the respective years.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

The following table provides information on option grants in fiscal 2001 to the
named executive officers.

POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM(1)
------------------------------------------------------- ------------------------
PERCENTAGE
NUMBER OF OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED(#) FISCAL YEAR(2) ($/SHARE) DATE(3) 5%($) 10%($)
- -------------------------------------------------------------------------------------------------------------

Howard B. Witt 65,000 17.5% 27.10 4/27/2016 1,900,532 5,596,723
Philip G. Franklin 22,000 5.9% 27.10 4/27/2016 643,257 1,894,275
William S. Barron 22,000 5.9% 27.10 4/27/2016 643,257 1,894,275
Kenneth R. Audino 15,000 4.0% 27.10 4/27/2016 438,584 1,291,551
Hans Ouwehand 15,000 4.0% 27.10 4/27/2016 438,584 1,291,551

- ------------------------
(1) Potential realizable value is based on an assumption that the price of the
Common Stock appreciates at the annual rate shown (compounded annually)
from the date of grant until the end of the option term. These numbers are
calculated based on the requirements of the Securities and Exchange
Commission and do not reflect the Company's estimate of future stock price
performance.

(2) The Company granted options representing 370,700 shares to employees in
fiscal 2001

(3) The options become exercisable in 20% increments on April 27, 2002-2006.
The options expire 10 years after the date they become exercisable. The
expiration date shown is the expiration date of the options which will
become exercisable on April 27, 2006.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES

The following table provides information on option exercises in fiscal 2001
by the named executive officers and the value of such officers' unexercised
options at December 29, 2001.

NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/SARS
ACQUIRED OPTIONS/SARS AT AT
ON VALUE DECEMBER 29, 2001(1) DECEMBER 29, 2001($)(2)
EXERCISE REALIZED ---------------------------- ----------------------------
NAME (#) ($)(3) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---------------------

Howard B. Witt......... 0 0 281,000 187,000 2,337,108 276,300
Philip G. Franklin..... 0 0 16,400 57,600 141,376 212,064
William S. Barron...... 11,000 196,486 72,000 62,000 551,031 89,076
Kenneth R. Audino...... 6,000 106,472 44,200 41,800 288,457 61,302
Hans Ouwehand.......... 0 0 30,800 30,200 149,692 62,598

(1) Future exercisability is subject to vesting and the optionee remaining
employed by the Company.

(2) Value is calculated by subtracting the exercise price from the assumed fair
market value of the securities underlying the option at fiscal year-end and
multiplying the result by the number of in-the-money options held. There is
no guarantee that if and when these options are exercised they will have
this value. Fair market value was calculated based on the average high and
low "sales" price of shares of the Common Stock as reported on The Nasdaq
Stock Market on December 28, 2001 ($25.81).

(3) Market value of underlying securities at exercise date (closing price as
reported on The Nasdaq Stock Market on exercise date), minus the exercise
price of in-the-money options.

EMPLOYMENT AGREEMENTS AND CHANGE OF CONTROL EMPLOYMENT AGREEMENTS ENTERED INTO
WITH EXECUTIVE OFFICERS

The Company entered into an employment agreement dated November 2, 2001,
with Howard B. Witt, the Chairman, President and Chief Executive Officer of the
Company. His employment agreement has a term ending on December 31, 2003, and
provides that Mr. Witt will receive an annual salary of no less than $475,000,
plus bonuses to be determined from time to time by the Board of Directors of the
Company. To the extent he is otherwise eligible during the term of his
Employment Agreement, Mr. Witt will participate in and receive the benefits of
any and all stock options, pension, retirement, vacation, profit sharing,
health, disability insurance and other benefit plans, programs and policies
maintained by the Company.

Mr. Witt's employment agreement provides that during its term, but subject
to election and removal by the Board of Directors of the Company, Mr. Witt will
serve as Chairman, President and Chief Executive Officer of the Company.

In the event that the Company were to terminate Mr. Witt's employment
without Cause (as defined in his employment agreement), or Mr. Witt were to
terminate his employment for Good Reason (as defined in his employment
agreement), he would continue to be paid the compensation he would otherwise
have earned for the remaining balance of the term of his employment agreement
plus monthly payments of $20,833.33 for twenty-four months commencing January 1,
2004, in lieu of the compensation which would have been paid to Mr. Witt by the
Company under his consulting agreement described below.

Mr. Witt has agreed that he will not compete with the Company for a period
of two years after any termination of his employment during the term of his
employment agreement, unless the Company shall terminate his employment without
Cause or Mr. Witt terminates his employment for Good Reason.

In the event Mr. Witt continues as an employee of the Company for the
entire term of his employment agreement, the Company and he have agreed to enter
into a two-year consulting agreement which will pay Mr. Witt $250,000 per year
and which will require him to provide certain consulting services to the
Company. If so requested by the Board of Directors of the Company and elected by
the stockholders of the Company, Mr. Witt has agreed to serve as a Director of
the Company during the two-year term of his consulting agreement.

The Company entered into change of control employment agreements dated
November 2, 2001, with Mr. Witt and dated September 1, 2001, with Kenneth R.
Audino, William S. Barron, Philip G. Franklin, Hans Ouwehand and Mary S.
Muchoney. These change of control employment agreements are designed to provide
these individuals with certain employment and compensation protection in the
event that there was a Change of Control (as defined in these agreements) with
respect to the Company at any time prior to January 1, 2004, with respect to Mr.
Witt, and prior to September 1, 2006, with respect to the others. If such a
Change of Control were to occur and any of these individual's employment with
the Company was terminated at any time during the two-year period thereafter,
other than for Cause (as defined in these agreements), or if during these time
periods any of these individuals were to terminate his employment for Good
Reason (as defined in these agreements), then the Company would be obligated to
make the payments described below for the benefit of these individuals.

Under Mr. Witt's change of control employment agreement, and in order to
compensate Mr. Witt for the compensation he would have received under his
consulting agreement, Mr. Witt's annual base salary would be increased by
$250,000 and the Company would pay him his compensation which had accrued prior
to the date of termination, including an annualized bonus, plus an amount equal
to the product of two times the sum of Mr. Witt's annual base salary plus bonus.
Additionally, the Company would contribute on behalf of Mr. Witt to the
Company's Supplemental Executive Retirement Plan (the "SERP") an amount equal to
the amount which would have been credited to Mr. Witt's account under the SERP
if Mr. Witt had continued in the employment of the Company for an additional two
years after the date of termination and Mr. Witt's SERP account balance would no
longer be subject to forfeiture in the event he were to be employed by a
competitor of the Company.

In the event any payments received by Mr. Witt upon a Change of Control
would require him to pay the 20% excise tax imposed by Section 4999 of the
Internal Revenue Code, the Company would make an additional payment to Mr. Witt
in an amount such that, after payment by Mr. Witt of such excise tax, Mr. Witt
would retain the same amount of the payments made by the Company to him which he
would have retained if he had not paid the excise tax.

With respect to the other individuals, under their change of control
employment agreements they will be paid their accrued compensation and
annualized bonus, and will receive an amount equal to two times the sum of their
annual salary plus bonus, two additional years of crediting under the SERP and
two years of continuing medical insurance benefits. They will also receive the
excise tax "gross-up" payment described above. Additionally, if any individual
were to terminate his employment with the Company for Good Reason (as defined in
these agreements) or be terminated by the Company other than for Cause (as
defined in these agreements) during the two-year period following a Change of
Control the individual's account balance under the SERP would not be subject to
forfeiture in the event he were to work for a competitor of the Company.

Unless the Company were to terminate Mr. Witt's employment for Cause or Mr.
Witt were to terminate his employment with the Company without Good Reason, upon
any termination of Mr. Witt's employment with Littelfuse (either during the term
of his employment agreement or his change of control employment agreement) he
will receive the following benefits: (1) the maturity date of any outstanding
loans made by the Company to Mr. Witt under the Littelfuse Executive Loan
Program would be extended until the first anniversary of any such termination;
(2) all of Mr. Witt's outstanding stock options would

vest and he would have three years after any such termination to exercise these
stock options; and (3) Mr. Witt and his spouse would continue to receive for ten
years after any such termination life insurance and medical insurance benefits
comparable to those which were being provided to Mr. Witt and his spouse
immediately prior to such termination.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee oversees the Company's financial reporting process on
behalf of the Board of Directors. Management has the primary responsibility for
the financial statements and the reporting process including the systems of
internal controls. In fulfilling its oversight responsibilities, the Committee
reviewed the audited financial statements in the Annual Report with management
including a discussion of the quality, not just the acceptability, of the
accounting principles, the reasonableness of significant judgements, and the
clarity of disclosures in the financial statements.

The Audit Committee also reviewed and discussed the audited financial
statements with the independent auditors and discussed the matters requiring
discussion pursuant to SAS 61, including the accounting methods used in the
audit. In addition, the Committee has discussed with the independent auditors
the auditors' independence from management and the Company including the matters
in the written disclosures and letter required by the Independence Standards
Board Standard No. 1, Independence Discussions with Audit Committees, and
considered the compatibility of non-audit services with auditor's independence.

The Audit Committee discussed with the independent auditors the overall
scope and plans for their audits. The Audit Committee meets with the independent
auditors, with and without management present, to discuss the results of their
examinations, their evaluations of the Company's internal controls, and the
overall quality of the Company's financial reporting. The Audit Committee held
four meetings during fiscal 2001.

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors (and the Board has approved)
that the audited financial statements be included in the Annual Report on Form
10-K for the year ended December 29, 2001 for filing with the SEC. The Committee
and the Board have also recommended, subject to stockholder approval, the
selection of Ernst & Young LLP as the Company's independent auditors for the
fiscal year ended December 28, 2002.

.
Audit Committee

Anthony Grillo (Chairman)
John Major
John J. Nevin

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

The Compensation Committee administers the Company's executive cash and
benefits compensation program.

The goals of the Company's integrated executive compensation program are
to:

1. Pay competitively to attract, retain and motivate a high-quality
senior management team;

2. Link annual salary increases to the attainment by each executive
officer of individual performance objectives;

3. Tie individual incentive cash compensation to Company and individual
performance goals; and

4. Align executive officers' financial interests with stockholder value.

As one of the factors in its consideration of compensation matters, the
Compensation Committee also considers the anticipated tax treatment to the
Company and to the executive officers of various payments and benefits. However,
since some types of compensation payments and their deductibility depend upon
the timing of an executive officer's exercise of stock options (e.g., the spread
on exercise of non-qualified options), and because interpretations and changes
in the tax laws and other factors beyond the control of the Compensation
Committee may also affect the deductibility of compensation, the Compensation
Committee will not necessarily limit executive compensation to that which is
deductible under applicable provisions of the Internal Revenue Code. The
Compensation Committee will consider various alternatives to preserving the
deductibility of compensation payments and benefits to the extent reasonably
practicable and to the extent consistent with the Company's other compensation
goals.

SALARIES

The Compensation Committee's determination of each executive officer's base
salary is designed to accomplish two goals. The first goal is to pay executive
officers competitively to attract, retain and motivate a high-quality senior
management team. The second goal is to link annual salary increases to the
attainment by each executive officer of individual performance objectives. The
base salary of each executive officer is targeted to be within a range of 80% to
120% of the average base salary received by executive officers in similar
positions with manufacturing companies having comparable annual sales.

In determining the base salary to be paid to each executive officer other
than the Chief Executive Officer (the "Other Executive Officers"), the
Compensation Committee reviews recommendations prepared by the Chief Executive
Officer. These recommendations are based, in part, on executive compensation
surveys. These recommendations are also based on the executive officer's
attainment of individual performance objectives. After consultation with the
Chief Executive Officer, the Compensation Committee reviews the recommendations
and the supporting executive compensation review. The Compensation Committee
then determines the annual base salary of each of the Other Executive Officers.
The determination of the Chief Executive Officer's annual base salary is
specifically discussed below.

ANNUAL INCENTIVE COMPENSATION PROGRAM

The Annual Incentive Compensation Program is designed to accomplish the
goal of tying incentive cash compensation to Company and individual performance
goals. The Compensation Committee annually approves the Annual Incentive
Compensation Program and, after consultation with the Chief Executive Officer,
delegates the administration of the program as it relates to the Other Executive
Officers to the Chief Executive Officer. The Compensation Committee administers
the program as it relates to the Chief Executive Officer.

The Chief Executive Officer establishes a target and a maximum amount that
may be awarded to each of the Other Executive Officers as an annual incentive
compensation award. The target and maximum amounts established for each of the
Other Executive Officers are percentages of such executive officer's base
salary. These amounts are established by the Chief Executive Officer with input
from compensation survey data. In determining each of the Other Executive
Officers' total award, Company performance is determined based on the
achievement by the Company of specified financial objectives, which may include
sales, earnings before interest and taxes ("EBIT") and cash flow, while
individual performance is determined based on each of the Other Executive
Officers' achievement of specified performance objectives. At the end of each
fiscal year, the amount of the total award paid to each of the Other Executive
Officers is determined based on Company and individual performance using the
mathematical formula previously established by the Chief Executive Officer and
the Chief Financial Officer under the program. The determination of whether each
of the Other Executive Officers achieved his or her specified performance
objectives is made by the Chief Executive Officer after consulting with the
Compensation Committee. The Compensation Committee, in administering the Annual
Incentive Compensation Program as it relates to the Chief Executive Officer,
makes all of the determinations described above with respect to the Chief
Executive Officer.

STOCK OPTIONS

The stock-based compensation programs of the Company are administered by
the Compensation Committee. The granting of stock options by the Compensation
Committee is designed to accomplish the goal of aligning the financial interests
of executive officers with stockholder value. The number of stock options
granted to executive officers is determined by the executive officer's position
and responsibilities. Grants of stock options are intended to recognize
different levels of contribution to the achievement by the Company of its
performance goals as well as different levels of responsibility and experience
as indicated by each executive officer's position. Generally, all stock options
granted to executive officers have been granted with an exercise price equal to
the fair market value of the Common Stock on the date of grant. In 1999, stock
options with an exercise price below fair market value were granted to Mr.
Franklin upon commencement of his employment with the Company.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

The Compensation Committee and Mr. Witt agreed that his salary be
maintained in 2001 at the 2000 level due to concerns of global weakness in the
overall electronics market and its effect on the Company's business.

Mr. Witt's total award under the Annual Incentive Compensation Program is
determined based on Company and individual performance using the mathematical
formula established under the program by the Compensation Committee prior to the
beginning of each fiscal year. There was no award to Mr. Witt under the Annual
Incentive Compensation Program for the 2001 fiscal year.

The Compensation Committee in 2001 granted Mr. Witt options to purchase
65,000 shares of Common Stock. The number of stock options granted to Mr. Witt
reflects the Compensation Committee's recognition of the performance of his
duties as the Chief Executive Officer.

COMPENSATION COMMITTEE

John P. Driscoll (Chairman)
Bruce A. Karsh

Notwithstanding anything to the contrary set forth in any of the Company's
previous or future filings under the Securities Act of 1933 or the Exchange Act
that might incorporate by reference filings, including this Proxy Statement, in
whole or in part, the preceding Report of the Compensation Committee on
Executive Compensation and the Performance Graph included in "Company
Performance" shall not be incorporated by reference into any such filings.

COMPANY PERFORMANCE

The following graph compares the five-year cumulative total return on
the Common Stock to the five-year cumulative total returns on the Nasdaq
Non-Financial Index, and the Russell 2000 Index. The Company does not include a
comparator group because companies that it competes with are typically either
privately-held or comprise divisions of much larger public entities. As a
result, the Company has determined that a group of companies with similar market
capitalization is an appropriate comparator group and has selected the Russell
2000 Index for such purpose.

------------------------------------------------------------
1996 1997 1998 1999 2000 2001
------------------------------------------------------------

------------------------------------------------------------
Littelfuse, Inc. $132 $ 139 $105 $ 132 $100 $108
------------------------------------------------------------

------------------------------------------------------------
NASDAQ Non-Financial $121 $ 142 $209 $ 409 $337 $150
------------------------------------------------------------

------------------------------------------------------------
Russell 2000 $115 $ 138 $134 $ 160 $139 $135
------------------------------------------------------------

In the case of the Nasdaq Non-Financial Index and the Russell 2000 Index, a
$100 investment made on December 31, 1996, and reinvestment of all dividends are
assumed. In the case of the Company, a $100 investment made on December 31, 1996
is assumed (the Company paid no dividends in 1997, 1998, 1999, 2000 or 2001).
Returns are at December 31 of each year, with the exception of 1999, 2000 and
2001 for the Company, which are at January 1, 2000, December 30, 2000 and
December 29, 2001, respectively.

PENSION PLAN TABLE

The Company has two non-contributory defined benefit retirement plans in
which the named executive officers participate. One of these plans is qualified
under the applicable provisions of the Internal Revenue Code (the "Qualified
Plan"), and the other is a non-qualified Supplemental Executive Retirement Plan
("SERP"). The total annual combined pension benefits payable under the Qualified
Plan and SERP to the named executive officers are determined on the basis of a
final five-year average annual compensation formula.

The compensation covered by the retirement plans for each of the named
executive officers is the sum of the amounts reported in the salary and bonus
columns of the Summary Compensation Table. The table shows the total combined
annual pension benefits payable under the current provisions of both retirement
plans assuming retirement of an employee who has continued employment to age 62.

FINAL AVERAGE YEARS OF SERVICE
----------------------------------------------------------
COMPENSATION 10 15 20 25 30 35

$ 125,000...... $ 59,866 $ 73,408 $ 73,408 $ 73,408 $ 73,408 $ 73,408
150,000...... 73,408 89,658 89,658 89,658 89,658 89,658
175,000...... 86,949 105,908 105,908 105,908 105,908 105,908
200,000...... 100,491 122,158 122,158 122,158 122,158 122,158
225,000...... 114,033 138,408 138,408 138,408 138,408 138,408
250,000...... 127,574 154,658 154,658 154,658 154,658 154,658
300,000...... 154,657 187,158 187,158 187,158 187,158 187,158
400,000...... 208,824 252,158 252,158 252,158 252,158 252,158
500,000...... 262,990 317,158 317,158 317,158 317,158 317,158

- -------------------

(1) Payable in the normal form of payment which is a single life annuity for a
single person (if a person is married, the form of payment is joint and 50%
to surviving spouse). For 2001, the maximum annual social security payment
at age 62 for a single person is $15,684. The formula under the SERP is
offset for one-half of the $15,684.

(1) Maximum normal retirement benefit is earned after 12 years of service.
Under an alternative form, payments from the SERP can be guaranteed over 10
years.

The years of service (to the nearest year) as of December 29, 2001, for the
named executive officers are as follows: Messrs. Witt, 23 years; Franklin, 3
years; Barron, 11 years; Audino, 37 years and Ouwehand, 18 years.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In 1995, the Board of Directors of the Company adopted the Littelfuse
Executive Loan Program to provide interest-free loans to management for the
purpose of enabling them to exercise their Company stock options and pay the
resulting income taxes. Pursuant to this Program, Mr. Witt has obtained
interest-free loans from the Company in the aggregate amount of $3,069,746.
There were no loans taken by Mr. Witt in 2001. Imputed interest on such loans
for fiscal 2001 was $152,874. Funds obtained from such loans were used by Mr.
Witt to exercise Company stock options and to pay income taxes arising from such
exercise. In addition to Mr. Witt's loans described above, Mr. Barron obtained
interest-free loans from the Company pursuant to the Littelfuse Executive Loan
Program totaling $294,219. Imputed interest on such loan for fiscal 2001 was
$10,583.

STOCKHOLDER PROPOSALS

Any stockholder proposal intended to be presented at the 2003 annual
meeting of the Company's stockholders must be received at the principal
executive offices of the Company by November 12, 2002, in order to be considered
for inclusion in the Company's proxy materials relating to that meeting.

The Company's bylaws require that in order to nominate persons to the
Company's Board of Directors or to present a proposal for action by stockholders
at an annual meeting of stockholders, a stockholder must provide advance written
notice to the secretary of the Company, which notice must be delivered to or
mailed and received at the Company's principal executive offices not later than
the close of business on the 60th day nor earlier than the close of business on
the 90th day prior to the first anniversary of the preceding year's annual
meeting of stockholders; provided that in the event that the date of the annual
meeting to which such stockholder's notice relates is more than 30 days before
or more than 60 days after such anniversary date, for notice by the stockholder
to be timely it must be so delivered not earlier than the close of business on
the 90th day prior to such annual meeting and not later than the close of
business on the later of the 60th day prior to such annual meeting or the 10th
day following the day on which public announcement of the date of such annual
meeting is first made by the Company. In the event that the number of Directors
to be elected to the Board of Directors is increased and there is no public
announcement by the Company naming all of the nominees for Director or
specifying the size of the increased Board of Directors at least 70 days prior
to the first anniversary of the preceding year's annual meeting, a stockholder's
notice will be considered timely, but only with respect to nominees for any new
positions created by such increase, if it is delivered to or mailed and received
at the Company's principal executive offices not later than the close of
business on the 10th day following the day on which such public announcement is
first made by the Company. The stockholder's notice must contain detailed
information specified in the Company's bylaws. As to any proposal that a
stockholder intends to present to stockholders without inclusion in the
Company's proxy statement for the Company's 2003 annual meeting of the Company's
stockholders, the proxies named in management's proxy for that meeting will be
entitled to exercise their discretionary authority on that proposal by advising
stockholders of such proposal and how they intend to exercise their discretion
to vote on such matter, unless the stockholder making the proposal solicits
proxies with respect to the proposal to the extent required by Rule 14a-4(c)(2)
under the Exchange Act.

OTHER MATTERS

As of the date of this Proxy Statement, management knows of no matters to
be brought before the meeting other than the matters referred to in this Proxy
Statement.

By order of the Board of Directors,

Mary S. Muchoney
Secretary
March 22, 2002

APPENDIX A

LITTELFUSE, INC.
AUDIT COMMITTEE CHARTER

ORGANIZATION

The audit committee is a committee of the board of directors, which shall be
comprised of directors who are independent of the management of the Company and
are free of any relationship that, in the opinion of the board of directors,
would interfere with their exercise of independent judgment as committee
members.

STATEMENT OF POLICY

The audit committee shall provide assistance to the directors in fulfilling
their responsibility to the shareholders, potential shareholders and investment
community relating to accounting and reporting practices of the company and the
quality and integrity of financial reports. In so doing, it is the
responsibility of the audit committee to maintain free and open communication
between the directors, the independent auditors and the financial management of
the company.

RESPONSIBILITIES

The audit committee believes its policies and procedures should remain flexible,
in order to best react to changing conditions and to ensure to the directors and
shareholders that the accounting and reporting practices of the company are in
accordance with all requirements and are of the highest quality.

In carrying out these responsibilities, the audit committee will:

- - Review and recommend to the directors the independent auditors to be
nominated to audit the company's financial statements. Have a clear
understanding with the independent auditors that they are ultimately
accountable to the board of directors and the audit committee, who have
ultimate authority to engage, evaluate and, if appropriate, terminate their
services.

- - Meet with the independent auditors and financial management of the Company
to review the scope of the proposed audit and the audit procedures to be
utilized for the current year and to approve the fee of the independent
auditors. At the conclusion of the audit, review the findings, comments and
recommendations of the independent auditors.

- - Review with the independent auditors and the company's financial
management, the adequacy and effectiveness of the accounting and financial
controls of the company, and elicit any recommendations for the improvement
of such internal controls or particular areas where new or more detailed
controls or procedures are desirable.

- - Review any legal or regulatory matters that may have a material effect on
the financial statements of the company or related company compliance
policies.

- - Inquire of management and the independent auditors about significant risks
or exposures and assess the steps management has taken to minimize such
risks to the Company.

- - Review the financial statements contained in the annual report to
shareholders with management and the independent auditors to determine that
the independent auditors are satisfied with the disclosure and content of
the financial statements to be presented to the shareholders. Any changes
in accounting principles should be reviewed.

- - Review with financial management and the independent auditors the results
of their timely analysis of significant financial reporting issues and
practices, including changes in, or adoptions of, accounting

principles and disclosure practices. Also review with financial management
and the independent auditors their qualitative judgments about the
appropriateness, not just acceptability, of accounting principles and
financial disclosure practices used or proposed to be used, and
particularly, the degree of aggressiveness or conservatism of the
organization's accounting principles and underlying estimates.

- - Provide sufficient opportunity for the independent auditors to meet with
the members of the audit committee without members of management present.
Among the items to be discussed in these meetings are the independent
auditors' evaluation of the company's financial and accounting personnel,
and the cooperation that the independent auditors received during the
course of audit.

- - Review accounting and financial personnel and succession planning within
the Company.

- - Report the results of the annual audit to the board of directors.

- - Review the nature and scope of other professional services provided to the
company by the independent auditors and consider the potential effects of
these other relationships on the auditors' independence.

- - Submit the minutes of all meetings of the audit committee to, or discuss
the matters discussed at each committee meeting with, the board of
directors.

- - Investigate any matter brought to its attention within the scope of its
duties, with the power to retain outside counsel for this purpose if, in
its judgment, that is appropriate.

The audit committee is responsible for the duties set forth in this charter but
is not responsible for either preparation of the financial statements or
auditing of the financial statements. Management has the responsibility for
preparing the financial statements and implementing internal controls, and the
independent auditors have the responsibility for auditing the financial
statements and monitoring the effectiveness of the internal controls. The review
of the financial statements by the audit committee is not of the same quality as
the audit performed by the independent auditors.

PROXY LITTELFUSE, INC.

PROXY CARD FOR ANNUAL MEETING ON APRIL 26, 2002

The undersigned hereby appoints Philip G. Franklin and Mary S. Muchoney,
jointly and severally, with full power of substitution, to vote all shares of
Common Stock which the undersigned is entitled to vote at the Annual Meeting of
Stockholders to be held at the offices of the Company located at 800 East
Northwest Highway, Des Plaines, Illinois, on Friday April 26, 2002, at 9:00 a.m.
local time, and at any adjournment thereof, with all powers the undersigned
would possess if personally present, as follows:

(1) Election of five nominees to the Board of Directors to serve terms of
one year or until their successors are elected.

[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(Except as marked to the contrary below) to vote for all nominees
listed below

Howard B. Witt, John P. Driscoll, Anthony Grillo, Bruce A. Karsh
and John E. Major

(INSTRUCTION: To withhold authority to vote for any individual
nominee, strike a line through that nominee's name)

(2) Approval and ratification of the Directors' appointment of Ernst &
Young LLP as the Company's independent auditors for the fiscal year
ending December 28, 2002.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

(3) Approval of the proposed amendment to the 1993 Stock Plan for the
Employees and Directors of Littelfuse, Inc. which would increase the
maximum aggregate number of shares of Common Stock as to which awards
of options, restricted shares, units or rights may be made from time
to time from 2,400,000 to 3,400,000 shares

[ ] FOR [ ] AGAINST [ ] ABSTAIN

The Board of Directors unanimously recommends a vote "FOR" these proposals.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY.

(continued, and to be signed on the other side)

Account No. of Shares Proxy No.

THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO INSTRUCTIONS ARE GIVEN, IT
WILL BE VOTED "FOR" ELECTION OF ALL NOMINEES AS DIRECTORS OF THE COMPANY, "FOR"
APPROVAL AND RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS, "FOR"
APPROVAL OF THE PROPOSED AMENDMENT TO THE 1993 STOCK PLAN FOR THE EMPLOYEES AND
DIRECTORS OF LITTELFUSE, INC., AND IN THE DISCRETION OF THE NAMED PROXIES UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR AN
ADJOURNMENT THEREOF.

Dated: , 2002
---------------------------------

----------------------------------------------
(Signature)

Please sign exactly as name appears on stock certificate(s). Executors,
administrators, trustees, guardians, attorneys-in-fact, etc., should give their
full titles. If signer is a corporation, please give full corporate name and
have a duly authorized officer sign, stating title. If a partnership, please
sign in partnership name by authorized person. If a limited liability company,
please sign in limited liability company name by authorized person. If stock is
registered in two names, both should sign.

Please vote, sign, date and return this proxy promptly.