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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, 2002 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, 2002, the following numbers of shares of the Company's common
stock were outstanding:

Common Stock 99,700,650
Class A Common Stock 93,455,752
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 $1.86
billion.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Shareholders for the year ended June 30, 2002,
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, 2002 are incorporated by reference into Part III of this
report.

Index to Exhibits listed on Pages 18 through 19.


1


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


Part II

Item 5. Market for the Registrant's Common Equity and 9
Related Stockholder Matters
Item 6. Selected Financial Data 10
Item 7. Management's Discussion and Analysis of Financial 10
Condition and Results of Operations
Item 7a. Quantitative and Qualitative Disclosures About 10
Market Risk
Item 8. Financial Statements and Supplementary Data 10
Item 9. Changes in and Disagreements with Accountants on 10
Accounting and Financial Disclosure

Part III

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

Part IV

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

Independent Auditors' Report on Schedule 16
Schedule II - Valuation and Qualifying Accounts 17
Index to Exhibits 18
Signature Page 20
Certifications 21






2





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 components, including electrical
and fiber optic interconnection products and systems, switches, value-added
assemblies and application tooling. The Company operates 55 plants in 19
countries and employs 16,640 people worldwide. In fiscal 2002, products
manufactured and sold outside the U.S. generated 61% of sales.

Molex serves original equipment manufacturers in industries that include
automotive, business equipment, computer, computer peripheral, consumer
products, industrial equipment, premises wiring and telecommunications. The
Company 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 is estimated at $25.6
billion. 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, planar 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. Molex products
are designed for use in a broad range of electrical and electronic applications
as set forth below:





3




Percentage of
Fiscal 2002
Market Net Revenue Products

Computers 34% Computers, peripheral equipment,
copiers, printers and scanners

Telecommunications 21% Networking equipment, switches,
transmission equipment, and cellular
and mobile products

Consumer Products 17% Televisions, HDTV, CD players,
video/electronic equipment,
electronic games, microwave ovens,
refrigeration, washers, dryers,
and dishwashers

Automotive 18% Engine control units, adaptive
breaking systems, panel
instrumentation, and other
automotive electronics

Industrial 6% Factory automation, robotics,
instrumentation and process
controllers, electrical power
equipment and transportation
equipment

Other 4% Miscellaneous





The Company sells its products primarily to original equipment manufacturers
and their subcontractors and suppliers. The Company's customers include
various multinational companies, including AT&T, Canon, Cisco, Compaq, Delphi,
Hewlett Packard, IBM, Lucent, Matsushita, Motorola, Nokia, Philips, Sony,
Tellabs, Thomson, Toshiba, Visteon 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 2002, 2001 or 2000. 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 toward the use of fewer vendors.



4



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, Republic of Korea, Malaysia, Thailand, China, Australia,
England, Italy, Ireland, France, Spain, Germany, the Netherlands, Poland,
Sweden, Turkey, Finland, Czech Republic, Slovenia, Russia, South Africa, India,
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 the internet, 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 55 manufacturing facilities in 19 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






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, 2002, the Company owned 792 United States patents and had 172
patent applications on file with the United States Patent Office. The Company
also has 1,925 corresponding patents issued and 2,657 applied for in other
countries as of June 30, 2002. 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, 2002 was approximately $203.5
million; this compares to $269.4 million at June 30, 2001. 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 $111.8 million in 2002,
$134.6 million in 2001, and $128.8 million in 2000. The Company incurred costs
relating to obtaining patents of $4.6 million in 2002, $6.7 million in 2001,
and $5.9 million in 2000 which are included in total research and development
costs. The Company's policy is to charge these costs to operations as incurred.













6





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, 2002, the Company employed 16,640 people 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, 2002 was approximately 61% 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 12 on page 47 of the 2002 Annual Report to
Shareholders and is incorporated herein by reference.

























7





Item 2 - Properties



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



Owned Leased Total
6,479,802 421,579 6,901,381

The leases are of varying terms with expirations ranging from fiscal 2003
through fiscal 2017. The leases in aggregate are not considered material to
the financial position of the Company.

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

A listing of principal manufacturing facilities is presented below:



Australia Italy Singapore
Melton, Victoria Padova Jurong Town

Brazil Japan Slovakia
Manaus Kagoshima (3) Kechnec
Sao Paulo Okayama
Shizuoka Taiwan
China (P.R.C.) Tochigi Taipei
Dongguan (2) Yamato
Shanghai Thailand
Dalian Malaysia Bangpakong
Perai, Penang
England United States
Farnham Mexico Maumelle, Arkansas (2)
Guadalajara Camden, Arkansas
Germany Nogales Pinellas Park, Florida
Biberach St. Petersburg, Florida
Ettlingen Poland Bolingbrook, Illinois
Tczew Downers Grove, Illinois (3)
India Sulencin Lincoln, Nebraska (3)
Bangalore Naperville, Illinois (2)
Gandhinagar Puerto Rico Mooresville, Indiana
Ponce Auburn Hills, Michigan (2)
Ireland Gilford, New Hampshire
Millstreet Republic of Korea
Shannon (2) Ansan City (2)
Ennis Gwang-Ju




8





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.



PART II

Item 5 - Market for the Registrant's Common Equity and Related Stockholder
Matters

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 caption "Fiscal 2002, 2001, and 2000 by Quarter
(Unaudited)" on page 48 of the 2002 Annual Report to Shareholders is
incorporated herein by reference.

The following table presents quarterly dividends per common share for
the last two fiscal years.
Class A
Common Stock Common Stock
------------------------- -------------------------
Fiscal 2002 Fiscal 2001 Fiscal 2002 Fiscal 2001
Quarter Ended - ----------- ----------- ----------- -----------
September 30, $0.0250 $0.0250 $0.0250 $0.0250
December 31, 0.0250 0.0250 0.0250 0.0250
March 31, 0.0250 0.0250 0.0250 0.0250
June 30, 0.0250 0.0250 0.0250 0.0250
----------- ----------- ----------- -----------
Total $0.1000 $0.1000 $0.1000 $0.1000
----------- ----------- ----------- -----------


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 39
of the 2002 Annual Report to Shareholders and is incorporated herein by
reference.








9




Item 6 - Selected Financial Data

The information set forth under the caption "Ten Year Financial Highlight
Summary" (only the five years in the period ended June 30, 2002) on page 26 of
the 2002 Annual Report to Shareholders is incorporated herein by reference.

Item 7 - Management's Discussion and Analysis of Financial Condition and
Results of Operations

The information set forth under the caption "Management's Discussion of
Financial Condition and Results of Operations" on pages 27 through 31 of the
2002 Annual Report to Shareholders is incorporated herein by reference.

Item 7A - Quantitative and Qualitative Disclosures About Market Risk

The information set forth under the caption "Quantitative and Qualitative
Disclosures About Market Risk" on page 31 of the 2002 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 33 through 47 of the 2002 Annual Report to Shareholders and the
independent auditors' report set forth on page 32 of the 2002 Annual Report
to Shareholders are incorporated herein by reference:

Independent Auditors' Report
Consolidated Balance Sheets - June 30, 2002 and 2001
Consolidated Statements of Income for the years ended June 30, 2002, 2001
and 2000
Consolidated Statements of Shareholders' Equity for the years ended
June 30, 2002, 2001 and 2000
Consolidated Statements of Cash Flows for the years ended June 30, 2002,
2001 and 2000
Notes to Consolidated Financial Statements

The supplementary data regarding quarterly results of operations, set forth
under the caption "Fiscal 2002, 2001, and 2000 by Quarter (Unaudited)" on page
48 of the 2002 Annual Report to Shareholders, is incorporated herein by
reference.



Item 9 - Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

None.



10





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, 2002 (the "Company's 2002 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 below.

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 (a) Age Registrant
- ----------------------- ------------------------------- ----- ----------

Frederick A. Krehbiel(b) Co-Chairman (1999-); Co-Chief 61 1965(c)
Executive Officer (1999-2001);
Chairman (1993-1999) and Chief
Executive Officer (1988-1999).

John H. Krehbiel, Jr.(b) Co-Chairman (1999-); Co-Chief 65 1959(c)
Executive Officer (1999-2001);
President (1975-1999) and Chief
Operating Officer (1996-1999).

J. Joseph King Vice Chairman and Chief 58 1975
Executive Officer (2001-);
President and Chief Operating
Officer (1999-2001); Executive
Vice President (1996-1999)

Martin P. Slark President and Chief Operating 47 1976
Officer (2001-); Executive
Vice President (1999-2001);
Corporate Vice President
(1990-1999) and Regional President,
Americas (1996-1998);


Robert B. Mahoney Corporate Vice President, 49 1995
Treasurer and Chief Financial
Officer (1996-).




11

Year
Employed
Positions Held with Registrant by
Name During the Last Five Years (a) Age Registrant
- ----------------------- ------------------------------- ----- ----------

Ronald L. Schubel Executive Vice President (2001-) 59 1981
and Regional President, Americas
(1998-);Corporate Vice President
(1982-2001); Regional President,
Far East South (1994-1998).

James E. Fleischhacker Executive Vice President (2001-); 58 1984
Corporate Vice President (1994-
2001); Regional President, Far
East South (1998-2001); Divisional
President, DataCom Division-Americas
(1989-1998).

Werner W. Fichtner Corporate Vice President 59 1981
(1987-) and Regional President,
Europe (1981-).

Goro Tokuyama Corporate Vice President 68 1985
(1990-), Regional President,
Far East North (1988-), and
President of Molex Japan Co.,
Ltd. (1985-).

Kathi M. Regas Corporate Vice President (1994-); 46 1985

Louis A. Hecht Corporate Secretary (1977-) and 58 1974
General Counsel (1975-).
__________________________________________________________________________

(a) All positions are with Registrant unless otherwise stated.

(b) 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.

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










12





Item 11 - Executive Compensation

The information under the caption "Executive Compensation" in the Company's
2002 Proxy Statement is incorporated herein by reference.


Item 12 - Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters

The information under the captions "Security Ownership of Management and of
Certain Beneficial Owners" and "Equity Compensation Plan Information" in the
Company's 2002 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 2002 Proxy Statement is herein incorporated by
reference.





























13





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
2002 Annual Report to Shareholders have been incorporated by reference in
Item 8.

Page(s) in
Annual Report
Item to Shareholders

Independent Auditors' Report 32

Consolidated Balance Sheets - June 30, 2002
and 2001 33

Consolidated Statements of Income - for
the years ended June 30, 2002, 2001 and 2000 34

Consolidated Statements of Shareholders' Equity -
for the years ended June 30, 2002, 2001 and 2000 35

Consolidated Statements of Cash Flows - for the
years ended June 30, 2002, 2001 and 2000 36

Notes to Consolidated Financial Statements 37-47

Fiscal 2002, 2001 and 2000 by Quarter (Unaudited) 48

(a) 2. Financial Statement Schedule
Page in the
Form 10-K

Independent Auditors' Report 16


Schedule II - Valuation and Qualifying Accounts 17






14




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 fourth quarter of the fiscal year ended June 30, 2002.






























15




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, 2002 and 2001, and for each of the three
years in the period ended June 30, 2002, and have issued our report thereon
dated July 23, 2002; such financial statements and report are included in your
2002 Annual Report to Shareholders and are incorporated herein by reference.
Our audits also included the financial statement schedule of Molex Incorporated
and its subsidiaries, listed in Item 14(a)2. This financial statement schedule
is the responsibility of the Company's management. Our responsibility is to
express an opinion based on our audits. In our opinion, such financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.



/S/ DELOITTE & TOUCHE LLP




Chicago, Illinois
July 23, 2002










16





Molex Incorporated
Schedule II - Valuation and Qualifying Accounts
For the Years Ended June 30, 2002, 2001, and 2000




Balance at Balance
Allowance for Losses Beginning Charged to Accounts Translation at End
and Adjustments: of Period Income Written Off Adjustments of Period
_________________ _________ _________ _________ __________ ________


2002

Receivables $19,741 $ 237 ($ 1,593) $ 307 $18,692

Inventories 67,445 19,418 (44,292) 4,346 46,917

2001

Receivables $23,712 ($ 634) ($ 1,329) ($ 2,008) $19,741

Inventories 49,148 41,305 (20,066) ( 2,942) 67,445


2000

Receivables $19,215 $ 5,197 ($ 1,142) $ 442 $23,712

Inventories 29,151 21,505 (3,750) 2,242 49,148




















17




MOLEX INCORPORATED EXHIBIT INDEX
Exhibit
Number Exhibit

3 3.1 Certificate of Incorporation
(as amended and restated) (incorporated by
reference to 2000 Form 10-K, Exhibit 3.1)

3.2 By-laws (as amended and restated)
(incorporated by reference to 2000 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
(as amended)(incorporated by reference
to 1998 Form 10-K, Exhibit 10.2)

10.3 The 1990 Molex Incorporated
Stock Option Plan (as amended)
(incorporated by reference
to 1998 Form 10-K, Exhibit 10.3)

10.4 The 1991 Molex Incorporated Incentive
Stock Option Plan (as amended) (incorporated
by reference to 1999 Form 10-K, Exhibit 10.4)

10.5 The 1998 Molex Incorporated
Stock Option Plan (incorporated by reference
to 1999 Form 10-K, Exhibit 10.5)

10.6 The 2000 Molex Incorporated
Incentive Stock Option Plan (incorporated by
reference to 2001 Form 10-K, Exhibit 10.6)

10.7 The 2000 Molex Incorporated
Executive Stock Bonus Plan (as amended)
(incorporated by reference to 2001 Form
10-K, Exhibit 10.7)

10.8 The 2000 Molex Incorporated
Long-Term Stock Plan (incorporated by
reference to 2001 Form 10-K, Exhibit 10.8)

18

Exhibit
Number Exhibit


13 Molex Incorporated Annual report to
Shareholders for the year ended
June 30, 2002. (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)





21 Subsidiaries of registrant

23 Independent Auditors' Consent


(All other exhibits are either inapplicable or not required)
























19







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)

September 20, 2002 /S/ ROBERT B. MAHONEY

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, 2002 /S/ F. A. KREHBIEL
F. A. Krehbiel
Co-Chairman of the Board

September 20, 2002 /S/ J. H. KREHBIEL, JR.
J. H. Krehbiel, Jr.
Co-Chairman of the Board

September 20, 2002 /S/ J. JOSEPH KING
J. Joseph King
Vice Chairman and
Chief Executive Officer
Director

September 20, 2002 /S/ MARTIN P. SLARK
Martin P. Slark
President and Chief Operating
Officer
Director

September 20, 2002 /S/ ROBERT B. MAHONEY
Robert B. Mahoney
Corporate Vice President,
Treasurer and Chief Financial
Officer

September 20, 2002 /S/ F. L. KREHBIEL
F. L. Krehbiel
Director

September 20, 2002 /S/ MICHAEL J. BIRCK
Michael J. Birck
Director

September 20, 2002 /S/ DOUGLAS K. CARNAHAN
Douglas K. Carnahan
Director

September 20, 2002 /S/ EDGAR D. JANNOTTA
Edgar D. Jannotta
Director

September 20, 2002 /S/ DONALD G. LUBIN
Donald G. Lubin
Director

September 20, 2002 /S/ MASAHISA NAITOH
Masahisa Naitoh
Director

September 20, 2002 /S/ DR. ROBERT J. POTTER
Dr. Robert J. Potter
Director



20




CERTIFICATIONS



I, J. Joseph King, Vice Chairman and Chief Executive Officer of Molex
Incorporated, certify that:

1. I have reviewed this annual report on Form 10-K of Molex Incorporated;

2. Based on my knowledge, this annual 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 annual report; and

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


Date: September 20, 2002 /S/ J. JOSEPH KING
-------------------------
J. Joseph King
Vice Chairman and Chief Executive
Officer





I, Robert B. Mahoney, Vice President, Treasurer and Chief Financial
Officer of Molex Incorporated, certify that:

1. I have reviewed this annual report on Form 10-K of Molex Incorporated;

2. Based on my knowledge, this annual 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 annual report; and

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


Date: September 20, 2002 /S/ ROBERT B. MAHONEY
--------------------------
Robert B. Mahoney
Vice President, Treasurer and
Chief Financial Officer


21