1
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                   FORM 10-K

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

For the fiscal year ended June 30, 1996   Commission File number 0-7491

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


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

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

     Registrant's telephone number, including area code     (630)  969-4550     
                                                         -------------------


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

         Common Stock, par value $0.05
         ------------------------------                            

         Class A Common Stock, par value, $0.05
         --------------------------------------
     Indicate by check mark whether the registrant (1) has filed all reports    
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject       
to such filing requirements for the past 90 days.   Yes X   No 
                                                       ---    ---
On August 30, 1996, the following numbers of shares of the Company's
common stock were outstanding: 

          Common Stock              50,090,034 
          Class A Common Stock      50,749,436 
          Class B Common Stock          94,255 

The aggregate market value of the voting shares (based on the closing
price of these shares on the National Association of Securities
Dealers Automated Quotation System on such date) held by non-affiliates
was approximately $890.4 million.
                      
                     DOCUMENTS INCORPORATED BY REFERENCE
                     -----------------------------------
     Portions of the Annual Report to Shareholders for the year ended June 30,
1996, are incorporated by reference into Parts I, II and IV of this
report.

     Portions of the Proxy Statement for the annual meeting of Stockholders, to
be held on October 25, 1996 are incorporated by reference into Part III of
this report.

     Index to Exhibits listed on Pages 21 through 22.

                                       1
   2




                               TABLE OF CONTENTS



                                                                                             
    Part I                                                                                      Page
                                                                                                ----

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

    Part II

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

    Part III

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

    Part IV

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

         Statements of Changes in Shares Outstanding                                             17
         Schedule II-Valuation and Qualifying Accounts                                           18
         Independent Auditors' Report on Schedule                                                19
         Signature Page                                                                          20

         Index to Exhibits                                                                       21





                                      2
                                                                         

   3

                                     PART I



ITEM 1 - BUSINESS


                      GENERAL DEVELOPMENT OF THE BUSINESS

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

Molex is a leading manufacturer of electronic, electrical and fiber optic
interconnection products and systems; switches; and application tooling.  Molex
operates 46 plants in 21 countries and employs more than 10,000 people
worldwide.  More than 67% of Fiscal 1996 sales were generated from products
manufactured and sold outside the U.S.

Molex serves original equipment manufacturers in industries that include
automotive, computer, business equipment, consumer products, telecommunications
and premise wiring.  Molex offers more than 100,000 products to customers
primarily through direct sales people and authorized distributors.  The
worldwide market for electronic connectors, cable assemblies and backplanes was
estimated at $25.8 billion*.  With a 5.4% market share, Molex is the
second-largest connector manufacturer in the world in what is a fragmented but
highly competitive industry.

Molex conducts business in one industry segment: the manufacture and sale of
electrical components.  The Company designs, manufactures, and distributes
electrical and electronic devices such as terminals, connectors, planer cables,
cable assemblies, interconnection systems, fiber optic interconnection systems,
backplanes and mechanical and electronic switches.  Crimping machines and
terminal inserting equipment (known as "application tooling") are offered on a
lease or purchase basis to the Company's customers for the purpose of applying
the Company's components to the customers' products.  Net revenue from
application tooling constitutes approximately 2% of the Company's net
revenues.  Molex products are designed for use in a broad range of electrical
and electronic applications as set forth below:


* Source: Fleck International



                                      3
   4



                                               


                                Percentage of
                                Fiscal 1996
Market                           Net Revenue        Products
- ------                           --- -------        --------
                                              
Computer/business equipment/     49%                Computers, peripheral
telecommunications                                  equipment, calculators, copiers, pagers and dictation equipment

Consumer Products                28%                Televisions, stereo high fidelity systems, compact disc players,
                                                    video tape recorders, camcorders and electronic games, microwave ovens, 
                                                    refrigerators, freezers, dishwashers, disposals and air conditioners

Automotive                       15%                Automobiles, trucks, recreational vehicles and farm equipment.

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


The Company sells its products primarily to original equipment manufacturers
and their subcontractors and suppliers.  The Company's customers include
various multinational companies, including Apple, AT&T, Canon, Compaq, Delco,
Ford, Hewlett Packard, IBM, JVC, Matsushita, Motorola, Philips, Sony, Thomson,
Toshiba, and Xerox, many of which Molex serves on a global basis. Net revenues
contributed by different industry groups fluctuate due to various factors
including model changes, new technology, introduction of new products and
composition of customers.  No customer accounted for 10% or more of net
revenues in fiscal years 1996, 1995 or 1994.  While its customers generally
make purchasing decisions on a decentralized basis, Molex believes that, due to
its financial strength and product development capabilities, it has and will
continue to benefit from the trend of many of its customers towards the use of
fewer vendors.

                                      4

   5

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

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

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

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

Molex generally seeks to locate manufacturing facilities to serve local
customers and currently has 46 manufacturing facilities in 21 countries on six
continents.

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

                                      5

   6


                                  COMPETITION

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


                               PATENTS/TRADEMARKS

As of June 30, 1996, the Company owned 592 United States patents and had 169
patent applications on file with the United States Patent Office.  The Company
also has 1,183 corresponding patents issued and 2,348 applied for in other
countries as of June 30, 1996.  No assurance can be given that any patents will
be issued on pending or future applications.  As the Company develops products
for new markets and uses, it normally seeks available patent protection.  The
Company believes that its patents are of importance but does not consider
itself materially dependent upon any single patent or group of related patents.


                                    BACKLOG

The backlog of unfilled orders at June 30, 1996 was approximately $225.7
million; this compares to $245.7 million at June 30, 1995.  Substantially all
of these orders are scheduled for delivery within twelve months.  The Company's
experience is that orders are normally delivered within ninety days from
acceptance.

                            RESEARCH AND DEVELOPMENT

Molex incurred total research and development costs of $85.5 million in 1996,
$78.1 million in 1995, and $64.8 million in 1994. The Company incurred costs
relating to obtaining patents of $6.7 million in 1996, $4.9 million in 1995,
and $3.3 million in 1994 which are included in total research and development
costs. The Company's policy is to charge these costs to operations as incurred.

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

                                      6
   7


                                   COMPLIANCE

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


                                   EMPLOYEES

As of June 30, 1996, the Company employed 10,100 persons worldwide.  The
Company believes its relations with its employees are favorable.


                            INTERNATIONAL OPERATIONS

The Company is engaged in material operations in foreign countries.  Net
revenue derived from international operations for the fiscal year ended June
30, 1996 was approximately 68% of consolidated net revenue.

The Company believes the international net revenue and earnings will continue
to be significant.  The analysis of the Company's operations by geographical
area appears in footnote 10 on pages 49 - 50 of the 1996 Annual Report to
Shareholders and is incorporated herein by reference.

                                      7
   8



ITEM 2 - PROPERTIES

Molex owns and leases manufacturing, warehousing and office space in over 110
locations around the world.  The total square footage of these facilities is
presented below:




Owned                     Leased                   Total
- -----                     ------                   -----
                                             

  3,334,000                 477,000                3,811,000



The leases are of varying terms with expirations ranging from fiscal 1997
through fiscal 2025.  The leases in aggregate are not considered material to
the financial position of the Company.

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

A listing of principal manufacturing facilities is presented below:

                                                               

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



                                      8
   9


ITEM 3 - LEGAL PROCEEDINGS

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


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


None.

                                      9
   10





Executive Officers of the Registrant

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

                            


                                                                                                            Year       
                                                                                                          Employed  
                                       Positions Held with Registrant                                       by                  
   Name                                During the Last Five Years                      Age              Registrant
- ------------------------               -----------------------------------------       ---              ----------
                                                                                                
Frederick A. Krehbiel(a)               Chairman (1993-); Chief Executive Officer        55                1965(b)
                                       (1988-);Vice Chairman  (1988-1993).          

John H. Krehbiel, Jr.(a)               President (1975-); Chief                         59                1959(b)
                                       Operating Officer (1996-).

J. Joseph King                         Executive Vice President                         52                1975
                                       (1996-); Group Vice President-                       
                                       International Operations (1988-
                                       1996).

Raymond C. Wieser                      Senior Vice President, Americas                  58                1965(b)
                                       Region (1996-); Corporate Vice                     
                                       President and President,                              
                                       Commercial Division-U.S.                           
                                       Operations (1994-1996);                                   
                                       Group Vice President-U.S. Operations               
                                       (1989-1994).                                       
                                                                                          
Robert B. Mahoney                      Corporate Vice President,                        43                1995
                                       Treasurer and Chief Financial                      
                                       Officer (1996-).                                   
                                                                                          
Ronald L. Schubel                       Corporate Vice President (1982-)                53                1981
                                        and Regional President, Far East
                                        South (1994-); President,
                                        Commercial Division-U.S. Operations
                                        (1982-1994).


                                      10
   11


                                                                  

                                                                                              Year         
                                                                                                     Employed  
                            Positions Held with Registrant                                              by
Name                        During the Last Five Years                    Age                       Registrant    
- ------------------          -----------------------------                -----                      -----------   
                                                                                                    
                                                                                           
Werner W. Fichtner          Corporate Vice President                      53                          1981
                            (1987-) and Regional President,
                            Europe (1981-).

Goro Tokuyama               Corporate Vice President                      62                          1985
                            (1990-), Regional President,
                            Far East North (1988-) and
                            President of Molex Japan Co.,
                            Ltd. (1985-).

Martin P. Slark             Corporate Vice President                      41                          1976
                            (1990-) and Regional President,
                            Americas (1996-); Regional
                            President, U.S. (1994-1996);
                            Regional President, Far East
                            South (1988-1994).

James E. Fleischhacker      Corporate Vice President                      52                          1984
                            (1994-) and President,
                            DataComm Division Americas
                            (1989-).

Kathi M. Regas              Corporate Vice President                      40                          1985
                            (1994-); Director, Human
                            Resources-U.S. Operations
                            (1989-1994).

Louis A. Hecht              Corporate Secretary (1977-)                   52                          1974
                            and General Counsel (1975-).



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

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

                                      11





   12




                                    PART II


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


  (a)    Molex is traded on the National Market System of the NASDAQ in the
   &     United States and on the London Stock Exchange.  The information
         set forth under the captions
  (b)    "Financial Highlights" and "Fiscal 1996, 1995, and 1994 by Quarter
         (Unaudited)" in the foldout and page 51, respectively, of the 1996
         Annual Report to Shareholders is incorporated herein by reference.

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


 
                                                                              Class A
                                       Common Stock                          Common Stock


                           Fiscal 1996            Fiscal 1995             Fiscal 1996            Fiscal 1995
                        ----------------        ---------------         ---------------        ---------------
                                                                                   
Quarter Ended -
  September 30,              0.0150                 0.0064                  0.0150                  0.0064
  December 31,               0.0150                 0.0080                  0.0150                  0.0080
  March 31,                  0.0150                 0.0080                  0.0150                  0.0080
  June 30,                   0.0150                 0.0080                  0.0150                  0.0080
                             ------                 ------                  ------                  ------
           Total             0.0600                 0.0304                  0.0600                  0.0304
                             ======                 ======                  ======                  ======




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

      A description of the Company's Common Stock appears in footnote 3 on
      page 46 of the 1996 Annual Report to Shareholders and is incorporated 
      herein by reference.


ITEM 6 - SELECTED FINANCIAL DATA

      The information set forth under the caption "Ten Year Financial Highlight
      Summary" (only the five years ended June 30, 1996) on page 33 of the 1996
      Annual Report to Shareholders is incorporated herein by reference.




                                      12
   13

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

      The information set forth under the caption "Management's Discussion of
      Financial Condition and Results of Operations" on pages 34 through 38 
      of the 1996 Annual Report to Shareholders is incorporated herein by
      reference.


ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The following consolidated financial statements of the Company set forth
      on pages 40 through 50 of the 1996 Annual Report to Shareholders and the
      independent auditors' report set forth on page 39 of the 1996 Annual
      Report to Shareholders are incorporated herein by reference:

                Independent Auditors' Report

                Consolidated Balance Sheets - June 30, 1996 and 1995

                Consolidated Statements of Income for the years ended
                June 30, 1996, 1995 and 1994

                Consolidated Statements of Shareholders' Equity for the years
                ended June 30, 1996, 1995 and 1994

                Consolidated Statements of Cash Flows for the years ended
                June 30, 1996, 1995 and 1994

                Notes to Consolidated Financial Statements


      The supplementary data regarding quarterly results of operations, set
      forth under the caption "Fiscal 1996, 1995, and 1994 by Quarter
      (Unaudited)" on page 51 of the 1996 Annual Report to Shareholders, is
      incorporated herein by reference.

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


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

      None.



                                      13

   14

                                   PART III


ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      The information under the caption "Election of Directors" in the Company's
      Proxy Statement for the annual meeting of Stockholders to be held on
      October 25, 1996 (The "Company's 1996 Proxy Statement") is incorporated
      herein by reference.  The information called for by Item 401 of
      Regulation S-K relating to the Executive Officers is furnished in a
      separate item captioned "Executive Officers of the Registrant" in Part I
      of this report.


ITEM 11 - EXECUTIVE COMPENSATION

      The information under the caption "Executive Compensation" in the
      Company's 1996 Proxy Statement is incorporated herein by reference.


ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            MANAGEMENT

      The information under the caption "Security Ownership of Management and of
      Certain Beneficial Owners" in the Company's 1996 Proxy Statement is
      incorporated herein by reference.


ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The information under the captions "Election of Directors", 
      "Indebtedness of Management" and "Security Ownership of Management and of
      Certain Beneficial Owners" in the Company's 1996 Proxy Statement is
      herein incorporated by reference.


                                      14
   15


                       

                                    PART IV


ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
             FORM 8-K
 
(a)  1. Financial Statements

The following consolidated financial statements contained in the Company's 1996
Annual Report to Shareholders have been incorporated by reference in Item 8.



                                                                     Page(s) in
                                                                    Annual Report
                Item                                                to Shareholders
 ------------------------------                                     ---------------
                                                                              
Independent Auditors' Report                                              39

Consolidated Balance Sheets - June 30, 1996           
and 1995                                                                 40-41

Consolidated Statements of Income - for
the years ended June 30, 1996, 1995 and 1994                              42

Consolidated Statements of Shareholders' Equity -
for the years ended June 30, 1996, 1995 and 1994                          43

Consolidated Statements of Cash Flows - for the
years ended June 30, 1996, 1995 and 1994                                  44

Notes to Consolidated Financial Statements                               45-50

Fiscal 1996, 1995 and 1994 by Quarter (Unaudited)                         51


(a)  2. Financial Statement Schedule                              
                                                                    Page in the
                                                                     Form 10-K
                                                                     ---------    
Schedule II - Valuation and Qualifying Accounts                           18






                                       15
   16




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

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


(a) 3.  Exhibits

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


(b)  Reports on Form 8-K

        Molex filed no reports on Form 8-K with the Securities and Exchange
        Commission during the last quarter of the fiscal year ended June 30, 
        1996.





                                       16
   17
                                       
                              MOLEX INCORPORATED
                  Statements of Changes in Shares Outstanding
               For the Year Ended June 30, 1996, 1995, and 1994





                                                           Class A       Class B
                                              Common        Common       Common   Treasury
                                              Stock         Stock         Stock     Stock
                                            -----------  ----------    --------- ---------

                                                                     
Shares outstanding at                                                
  June 30, 1993                              32,637,286  32,599,585      94,255   2,172,208

Exercise of stock options                       281,551     155,704  

Purchase of treasury stock                                                           30,849

Disposition of treasury stock                                                       (32,770)
                                            -----------  ----------    ---------  ---------
Shares outstanding at                                                
  June 30, 1994                              32,918,837  32,755,289      94,255   2,170,287

Exercise of stock options                       310,593      24,528  

Purchase of treasury stock                                                          125,452

Disposition of treasury stock                                                       (47,247)

Purchase of business                                        974,998  

Stock splits effected in the form            18,666,350  18,677,884               1,236,233
  of dividends                                                         
                                            -----------  ----------    ---------  ---------
Shares outstanding at                                                
  June 30, 1995                              51,895,780  52,432,699      94,255   3,484,725

Exercise of stock options                       471,229       

Purchase of treasury stock                                                          785,000

Disposition of treasury stock                                                       (72,162)

Purchase of business                                        108,257  

Issuance of stock bonus                          11,812              

Other                                                        (1,017)
                                            -----------  ----------    ---------  ---------
Shares outstanding at                                                
  June 30, 1996                              52,378,821  52,539,939      94,255   4,197,563
                                            ===========  ==========    =========  =========


                                       
                                      17

   18
                              MOLEX INCORPORATED
               Schedule II - Valuation and Qualifying Accounts
               For the Year Ended June 30, 1996, 1995, and 1994








Allowance for Losses   Balance at                                               Balance
and Adjustments on     Beginning    Charged to    Accounts      Translation      at End
 Receivables:          of Period      Income     Written Off    Adjustments     of Period
- -------------------    ---------    ----------   -----------    -----------     ---------
                                                                
   1996                $11,934       $ 1,831      ($548)         ($651)         $12,566
                       =======       =======      =====          =====          =======
   1995                $ 8,916       $ 3,332      ($828)          $514          $11,934
                       =======       =======      =====          =====          =======
   1994                $ 8,789       $ 2,354    ($2,344)          $117          $ 8,916
                       =======       =======      =====          =====          =======








                                      18
   19




                         INDEPENDENT AUDITORS REPORT


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

We have audited the consolidated financial statements of Molex Incorporated and
its subsidiaries as of June 30, 1996 and 1995, and for each of the three years
in the period ended June 30, 1996, and have issued our report thereon dated
July 25, 1996; such financial statements and report are included in your 1996
Annual Report to Shareholders and are incorporated herein by reference.  Our
audits also included the statements of changes in shares outstanding and the
financial statement schedule of Molex Incorporated and its subsidiaries, listed
in Item 14 (a) 2.  These statements and financial statement schedule are the
responsibility of the Company's management.  Our responsibility is to express
an opinion based on our audits.  In our opinion, such statements of changes in
shares outstanding and financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, present fairly, in
all material respects, the information set forth therein.



/s/ Deloitte & Touche LLP
Chicago, Illinois
July 1996

                                      19
   20


                              S I G N A T U R E S

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

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


                                           
                                       /s/ JOHN C. PSALTIS            
                                       ----------------------------------------
September 20, 1996                     By: John C. Psaltis
                                           Corporate Vice President, Treasurer
                                           and Chief Financial Officer (Retired)


                                       /s/ ROBERT B. MAHONEY                    
September 20, 1996                     ----------------------------------------
                                       By: Robert B. Mahoney
                                           Corporate Vice President, Treasurer
                                           and Chief Financial Officer

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


September 20, 1996                     /s/ F. A. KREHBIEL       
                                       --------------------------------------- 
                                           F. A. Krehbiel
                                           Chairman of the Board and
                                           Chief Executive Officer

September 20, 1996                     /s/ J. H. KREHBIEL, JR.    
                                       ---------------------------------------
                                           J. H. Krehbiel, Jr.
                                           President, Chief Operating Officer 
                                           and Director

September 20, 1996                     /s/ JOHN C. PSALTIS    
                                       ---------------------------------------
                                           John C. Psaltis             
                                           Corporate Vice President, Treasurer
                                           and Chief Financial Officer (Retired)

September 20, 1996                     /s/ ROBERT B. MAHONEY                  
                                       ---------------------------------------
                                           Robert B. Mahoney                  
                                           Corporate Vice President, Treasurer
                                           and Chief Financial Officer

September 20, 1996                     /s/ F. L. KREHBIEL                     
                                       ---------------------------------------
                                           F. L. Krehbiel
                                           Director

September 20, 1996                     /s/ MICHAEL J. BIRCK            
                                       ---------------------------------------
                                           Michael J. Birck
                                           Director

September 20, 1996                     /s/ E. D. JANNOTTA              
                                       ---------------------------------------
                                           E. D. Jannotta       
                                           Director


   21





                               MOLEX INCORPORATED
                                 EXHIBIT INDEX


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

                                                          
    3              3.1  Certificate of Incorporation
                   (incorporated by reference to 1990
                   Form 10-K, Exhibit 3.1)

                   3.2  By-Laws (as amended)
                   (incorporated by reference to 1995
                   Form 10-K, Exhibit 3.2)

    4              Instruments defining rights of
                   security holders including
                   indentures.                                  See Exhibit 3.1

   10              Material Contracts

                   10.1 The Molex Deferred Compensation
                        Plan (incorporated by reference
                        to 1984 Form 10-K, Exhibit 10.6)

                   10.2 The 1990 Molex Incorporated
                        Executive Stock Bonus Plan
                        (incorporated by reference to
                        1991 From 10-K, Exhibit 10.4)

                   10.3 The 1990 Molex Incorporated
                        Stock Option Plan (incorporated
                        by reference to 1991 Form 10-K,
                        Exhibit 10.5)

                   10.4 The 1991 Molex Incorporated
                        Incentive Stock Option Plan
                        (incorporated by reference to
                        Appendix A of the registrant's
                        Proxy Statement for 1991).

    13             Molex Incorporated Annual report to
                   Shareholders for the year ended
                   June 30, 1996.  (Such Report, except
                   to the extent incorporated herein by
                   reference, is being furnished for the
                   information of the Securities and
                   Exchange Commission only and is not
                   to be deemed filed as a part of this
                   annual report on Form 10-K)





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

22                 Subsidiaries of registrant

24                 Independent Auditors' Consent

27                 Financial Data Schedule


(All other exhibits are either inapplicable or not required)