EXHIBIT 31.2

                        FORM OF SECTION 302 CERTIFICATION

I, Philip Franklin, certify that:

   1.    I have reviewed this quarterly report on Form 10-Q of Littelfuse, Inc.;

   2.    Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect
         to the period covered by this quarterly report;

   3.    Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented
         in this quarterly report;

   4.    The registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
         and have:

         a)    Designed such disclosure controls and procedures to ensure
               that material information relating to the registrant,
               including its consolidated subsidiaries, is made know to us by
               others within those entities, particularly during the period
               in which this quarterly report is being prepared;

         b)    Evaluated the effectiveness of the registrant's disclosure
               controls and procedures as of a date within 90 days prior to
               the filing date of the quarterly report (the "Evaluation Date");
               and

         c)    Presented in this quarterly report our conclusions about the
               effectiveness of the disclosure controls and procedures based
               on our evaluation as of the Evaluation Date;

   5.    The registrant's other certifying officer and I have disclosed,
         based on our most recent evaluation, to the registrant's auditors
         and the audit committee of the registrant's board of directors (or
         persons performing the equivalent functions):

         a)    All significant deficiencies in the design or operation of
               internal controls which could adversely affect the
               registrant's ability to record,



                  process, summarize and report financial data and have
                  identified for the registrant's auditors any material
                  weaknesses in internal controls; and

            b)    Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

      6.    The registrant's other certifying officer and I have indicated in
            this quarterly report whether there were significant changes in
            internal controls or in other factors that could significantly
            affect internal controls subsequent to the date of our most recent
            evaluation, including any corrective actions with regard to
            significant deficiencies and material weaknesses.

Dated: May 10, 2004

                                           /s/ Philip Franklin
                                           -------------------------------------
                                           Philip Franklin
                                           Vice President, Operations Support
                                           & CFO