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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, 1994 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 (708) 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 26, 1994, the following numbers of shares of the Company's common
stock were outstanding:

Common Stock 31,907,332
Class A Common Stock 31,639,575
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
$711.4 million.
DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Shareholders for the year ended June 30,
1994, 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 21, 1994, are incorporated by reference into Part III of
this report.

Index to Exhibits listed on Pages 26 through 27.


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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 and 14
Management
Item 13. Certain Relationships and Related Transactions 14

Part IV

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

Report of Independent Auditors - Ernst & Young 17
Statements of Changes in Shares Outstanding 18
Schedule II 19
Schedule V 20
Schedule VI 21
Schedule VIII 22
Schedule X 23
Independent Auditors' Report on Schedules 24
Signature Page 25

Index to Exhibits 26


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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.

During fiscal 1994, Molex purchased the remaining shares
outstanding of Molex Nanco Ltd. and acquired an additional 20
percent interest in Dongguan Molex South-China Connector Co. Ltd.
During fiscal 1993, Molex increased its holdings in Molex India
Ltd. (formerly Jalex Connector Systems Ltd.) to 80 percent, and
made investments in Molex-G. Ostervig A/S, MEC International Pte.
Ltd. and Decoupage Moulage de Savoie S.A. All of these companies
operate in the international connector industry.

Molex sold its remaining interest in Flexible Automation Systems
Pte. Ltd., a Singapore subsidiary of Molex, and sold a 15 percent
interest in Zetronic S.p.A. during fiscal 1993.

GENERAL DESCRIPTION OF THE BUSINESS

Molex is a leading manufacturer of electrical, electronic and
fiber optic interconnection systems, ribbon cable, switches and
application tooling. Molex offers its customers extensive global
design, engineering and manufacturing capabilities, while
providing local service through 41 plants in 19 countries.
Products manufactured and sold outside the United States generated
approximately 70% of Molex's fiscal 1994 sales. Molex offers more
than 40,000 products to original equipment manufacturers in
industries that include the computer, computer peripheral,
business equipment, telecommunication, home appliance, home
entertainment, automotive, medical equipment and residential
construction industries. Molex products are sold through direct
sales, distributors and manufacturer's representatives. The
worldwide market for electronic connectors, cable assemblies and
backplanes was estimated to be $20.6 billion* in sales for fiscal
year 1994. With a 4.7 percent market share, Molex is the second
largest independent connector manufacturer in the world.

* Source: Fleck International

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,


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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:




Percentage of
Fiscal 1994
Market Net Revenue Products
------ ----------- --------

Computer/business equipment/ 47% Computers, peripheral
telecommunications equipment, calculators,
copiers, pagers and dictation
equipment

Home entertainment and home 33% Televisions, stereo high
appliance fidelity systems, compact disc
players, video tape recorders,
camcorders and electronic
games, microwave ovens,
refrigerators, freezers,
dishwashers, disposals and air
conditioners

Automotive 12% 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, Ford, General Motors,
Hewlett Packard, IBM, JVC, Matsushita, Motorola, Philips, Sony,
Thomson 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
1994, 1993 or 1992. 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.


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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, England, Italy, Ireland,
France, Spain, Germany, the Netherlands, 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 41 manufacturing facilities in
19 countries on five continents. Molex facilities in the Far East
and Europe are ISO 9000 certified, and programs are underway to
obtain certification for facilities in Molex's other regions.
Besides pursuing ISO 9000 quality certification in the United
States, Molex is working on the suggestions outlined in its
Malcolm Baldrige National Quality Award application feedback
report.

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.

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


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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, 1994, the Company owned 439 United States patents
and had 124 patent applications on file with the United States
Patent Office. The Company also has 497 corresponding patents
issued and 1,841 applied for in other countries as of June 30,
1994. 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, 1994 was approximately
$175.8 million; this compares to $156.5 million at June 30, 1993.
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 $64.8
million in 1994, $56.2 million in 1993, and $47.6 million in 1992.
The Company incurred costs relating to obtaining patents of
$3.3 million in 1994, $2.8 million in 1993, and $2.2 million in
1992 which are included in total research and development costs.
The Company's policy is to charge these costs to operations as
incurred.

The Company had approximately 606 full-time employees in 1994 (558
in 1993 and 532 in 1992), engaged in research, development and
engineering functions.

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


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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, 1994, the Company employed over 8,100 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, 1994 was approximately 70% 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 page 44
of the 1994 Annual Report to Shareholders and is incorporated
herein by reference.


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ITEM 2 - PROPERTIES

Molex owns and leases manufacturing, warehousing and office space
in over 75 locations around the world. The total square footage
of these facilities is presented below:

Owned Leased Total
--------- ------- --------
2,406,000 714,000 3,120,000

The leases are of varying terms with expirations ranging from
fiscal 1995 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:

BRAZIL JAPAN THAILAND
Manaus Kagoshima Bangkok
Okayama
CANADA Shioya UNITED STATES
Scarborough, Ontario Shizuoka Huntsville, Alabama
Yamato City Maumelle, Arkansas
CHINA (P.R.C.) Orange, California
Shilong Town MALAYSIA Pinellas Park, Florida
Prai, Penang St. Petersburg, Florida
ENGLAND Addison, Illinois
Bordon, Hampshire MEXICO Des Plaines, Illinois
Guadalajara Lisle, Illinois
FRANCE Magdalena Naperville, Illinois
Chateau Gontier Nogales Schaumburg, Illinois
Lincoln, Nebraska (3)
GERMANY PUERTO RICO
Biberach Ponce (2)
Ettlingen
REPUBLIC OF KOREA
INDIA Ansan City (2)
Bangalore
SINGAPORE
IRELAND Jurong Town
Millstreet Town
Shannon SOUTH AFRICA
Bergvlei (Johannesburg)
ITALY
Padova TAIWAN (R.O.C.)
Taipei


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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.



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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 53 1965(b)
Executive Officer (1988-);
Vice Chairman (1988-1993).

John H. Krehbiel, Jr.(a) President (1975-). 57 1959(b)

J. Joseph King Corporate Vice President- 50 1975
International Operations
(1988-).

Raymond C. Wieser Corporate Vice President and 56 1965(b)
President of the Commercial
Division-U.S. Operations (1994-);
Group Vice President-
U.S. Operations (1989-1994).

John C. Psaltis Corporate Vice President 54 1973
(1982-), Treasurer (1979-) and
Chief Financial Officer (1994-).

Ronald L. Schubel Corporate Vice President (1982-) 51 1981
and President of Far East South
Operations (1994-); President of
the Commerical Division-U.S.
Operations (1982-1994)






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


Werner W. Fichtner Corporate Vice President 51 1981
(1987-) and President of
European Operations (1981-).

Goro Tokuyama Corporate Vice President 60 1985
(1990-), President of Far
East North Operations (1988-)
and President of Molex-Japan
Co., Ltd.(1985-).

Martin P. Slark Corporate Vice President 39 1976
(1990-) and President of
United States Operations
(1994-); President of Far
East South Operations (1988-
1994).

James E. Fleischhacker Corporate Vice President 50 1984
(1994-) and President of
the DataComm Division-U.S.
Operations (1989-).

Kathi M. Regas Corporate Vice President 38 1985
(1994-) and Director, Human
Resources-U.S. Operations
(1989-1994).

Louis A. Hecht Corporate Secretary (1977-) 50 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.

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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
(b) set forth under the captions "Financial Highlights" and "Fiscal
1994, 1993, and 1992 by Quarter (Unaudited)" on the inside front
cover and page 45, respectively, of the 1994 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.



Class A
Common Stock Common Stock

Fiscal Fiscal Fiscal Fiscal
1994 1993 1994 1993
------ ------ ------ ------

Quarter Ended -
September 30, $.0075 $.0040 $.0075 $.0040
December 31, .0100 .0075 .0100 .0075
March 31, .0100 .0075 .0100 .0075
June 30, .0100 .0075 .0100 .0075
------ ------ ------ ------
Total $.0375 $.0265 $.0375 $.0265
====== ====== ====== ======


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

A description of the Company's Common Stock appears in footnote 2
on pages 39 and 40 of the 1994 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,
1994,) on page 29 of the 1994 Annual Report to Shareholders is
incorporated herein by reference.



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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 30 through 33 of the 1994 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 34 through 44 of the 1994 Annual Report to
Shareholders and the independent auditors' report set forth on
page 28 of the 1994 Annual Report to Shareholders are incorporated
herein by reference:

Independent Auditors' Report

Consolidated Balance Sheets - June 30, 1994 and 1993

Consolidated Statements of Income for the years ended
June 30, 1994, 1993 and 1992

Consolidated Statements of Shareholders' Equity for the
years ended June 30, 1994, 1993 and 1992

Consolidated Statements of Cash Flows for the years ended
June 30, 1994, 1993 and 1992

Notes to Consolidated Financial Statements


The supplementary data regarding quarterly results of operations,
set forth under the caption "Fiscal 1994, 1993, and 1992 by
Quarter (Unaudited)" on page 45 of the 1994 Annual Report to
Shareholders, is incorporated herein by reference.

The statements of changes in shares outstanding appears on Page 18
of this Form 10-K.


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

None.




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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 Shareholders
to be held on October 21, 1994 (The "Company's 1994 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 1994 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 1994
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 1994 Proxy
Statement is herein incorporated by reference.





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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 1994 Annual Report to Shareholders have been
incorporated by reference in Item 8.

Page(s) in
Annual Report
Item to Shareholders
----------------------------------------------- ----------------
Independent Auditors' Report 28

Consolidated Balance Sheets - June 30, 1994
and 1993 34-35

Consolidated Statements of Income - for
the years ended June 30, 1994, 1993 and 1992 36

Consolidated Statements of Shareholders' Equity
- for the years ended June 30, 1994, 1993 and 1992 37

Consolidated Statements of Cash Flows - for the
years ended June 30, 1994, 1993 and 1992 38

Notes to Consolidated Financial Statements 39-44

Fiscal 1994, 1993 and 1992 by Quarter (Unaudited) 45


The independent auditors' report of Ernst & Young is included on
page 17 of this Form 10-K.


(a) 2. Financial Statement Schedules

Page in the
Form 10-K
------------
Schedule II - Amounts Receivable from Related 19
Parties and Underwriters,
Promoters and Employees Other
than Related Parties

Schedule V - Property, Plant and Equipment 20

Schedule VI - Accumulated Depreciation and 21
Amortization of Property,
Plant and Equipment

Schedule VIII - Valuation and Qualifying Accounts 22

Schedule X - Supplementary Income Statement 23
Information


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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, 1994.





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Report of Independent Auditors



The Board of Directors
Molex Incorporated

We have audited the statements of income and cash flows of the Domestic
Component of Molex Incorporated (the Company), as defined in Note 1, for the
year ended June 30, 1992 (not presented separately herein). We have also
audited Schedules II, V, VI, VIII and X of the Company for the year ended June
30, 1992 (not presented separately herein). These financial statements and
schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedules based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of the Company's operations and its cash
flows for the year ended June 30, 1992 in conformity with generally accepted
accounting principles. Also, in our opinion, the related financial statement
schedules, when considered in relation to the basic financial statements taken
as a whole, present fairly in all material respects the information set forth
therein.

The Company is a part of Molex Incorporated and has no separate legal status or
existence; the nature and extent of the Company's activities are determined and
directed by Molex Incorporated. The method of determining the portions of the
assets, liabilities, income and expenses of Molex Incorporated included in the
financial statements of the Company is described in Note 1.

/s/ ERNST & YOUNG

July 31, 1992




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MOLEX INCORPORATED
STATEMENTS OF CHANGES IN SHARES OUTSTANDING
FOR THE YEAR ENDED JUNE 30, 1994, 1993 AND 1992






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

Shares outstanding at
July 1, 1991 25,754,051 25,847,933 94,255 1,746,609

Exercise of stock options 186,741 146,646

Purchase of treasury stock 25,740

Disposition of treasury stock (23,283)

Issuance of stock bonus 6,620 6,620
---------- ---------- ------ ---------
Shares outstanding at
June 30, 1992 25,947,412 26,001,199 94,255 1,749,066

Exercise of stock options 172,136 93,187

Purchase of treasury stock 22,695

Disposition of treasury stock (36,392)

Stock split effected in
the form of a dividend 6,517,738 6,505,199 436,839
---------- ---------- ------ ---------
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
========== ========== ====== =========





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MOLEX INCORPORATED
SCHEDULE II - AMOUNTS RECEIVABLE FROM RELATED PARTIES AND
UNDERWRITERS, PROMOTERS, AND EMPLOYEES OTHER THAN RELATED PARTIES
FOR THE YEAR ENDED JUNE 30, 1994, 1993 AND 1992
($000)




Balance at Balance
Beginning Amounts Amounts at End
Name of Debtor Year of Period Additions Collected Written Off of Period
- - -------------- ---- --------- --------- --------- ----------- ---------



F. A. Krehbiel 1) 1994 $507 $1,256 $1,330 - $433


1993 $377 $1,953 $1,823 - $507


1992 $234 $1,950 $1,807 - $377


M. Didier 2) 1994 $518 $125 $100 $38 $505


1993 $471 $47 - - $518


1992 $501 $170 - $200 $471


W. Fichtner 3) 1994 $1,425 $78 $136 - $1,367


1993 $1,514 - - $89 $1,425


1992 $0 $1,514 - - $1,514


G. Tokuyama 4) 1994 $149 $94 $149 - $94


1993 $22 $127 - - $149


1992 $67 $43 $88 - $22


1) Amounts represent compensation advances with interest payable at the
floating six month federal interest rate (6.0% at June 30, 1994).

2) Amounts represent personal advances with interest payable at the
prevailing rate offered by Banque Nationale de Paris in Paris France if
the advances are not paid by maturity.

3) Amounts represent personal advances with interest payable between 5% and
8% per annum. All amounts are due on or before June 30, 1995.

4) Amounts represent interest free demand loans in order to exercise various
stock options.

Note: The Company also has certain loans to employees made in connection with
relocations. These loans are excluded from this schedule as they are
considered to arise in the normal course of business.




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MOLEX INCORPORATED
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
FOR THE YEAR ENDED JUNE 30, 1994, 1993 AND 1992
($000)




Balance at Balance
Beginning Additions Retirements Translation at End
of Period at Cost and Sales Adjustments of Period
---------- --------- ----------- ----------- ---------
1994


Land and improvements $ 37,249 $ 5,283 $( 118) $ 2,111 $ 44,525
Buildings and leasehold
improvements 175,851 14,786 ( 919) 9,805 199,523
Machinery and equipment 441,791 70,856 ( 17,588) 15,084 510,143
Molds and dies 199,286 38,533 ( 6,181) 14,565 246,203
-------- -------- --------- ------- ----------
TOTAL $854,177 $129,458 $(24,806) $41,565 $1,000,394
======== ======== ========= ======= ==========
1993

Land and improvements $ 33,982 $ 1,200 $( 85) $ 2,152 $ 37,249
Buildings and leasehold
improvements 158,339 13,564 ( 757) 4,705 175,851
Machinery and equipment 389,352 59,415 ( 16,856) 9,880 441,791
Molds and dies 177,035 19,002 ( 4,788) 8,037 199,286
-------- -------- --------- ------- ----------
TOTAL $758,708 $ 93,181 $(22,486) $24,774 $854,177
======== ======== ========= ======= ==========

1992

Land and improvements $ 30,167 $ 1,487 $ 0 $ 2,328 $ 33,982
Buildings and leasehold
improvements 117,957 30,617 ( 326) 10,091 158,339
Machinery and equipment 309,003 73,501 (15,767) 22,615 389,352
Molds and dies 144,401 27,067 ( 4,909) 10,476 177,035
-------- -------- --------- ------- ----------
TOTAL $601,528 $132,672 $(21,002) $45,510 $758,708
======== ======== ========= ======= ==========






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MOLEX INCORPORATED
SCHEDULE VI - ACCUMULATED DEPRECIATION AND AMORTIZATION OF PROPERTY, PLANT AND
EQUIPMENT
FOR THE YEAR ENDED JUNE 30, 1994, 1993 AND 1992
($000)




Balance at Provision Balance
Beginning Charged to Retirements Translation at End
of Period Income and Sales Adjustments of Period
---------- ---------- ----------- ----------- ---------
1994

Buildings and leasehold
improvements $ 50,684 $ 7,809 $( 520) $ 2,935 $ 60,908
Machinery and equipment 264,761 51,668 (15,879) 13,583 314,133
Molds and dies 152,904 27,618 ( 4,745) 8,581 184,358
--------- -------- --------- ------- --------
TOTAL $ 468,349 $ 87,095 $(21,144) $25,099 $559,399
========= ======== ======== ======= ========
1993

Buildings and leasehold
improvements $ 41,478 $ 7,380 $( 221) $ 2,047 $ 50,684
Machinery and equipment 228,098 44,132 (13,445) 5,976 264,761
Molds and dies 126,413 23,456 ( 3,742) 6,777 152,904
--------- -------- --------- ------- --------
TOTAL $ 395,989 $ 74,968 $(17,408) $14,800 $468,349
========= ======== ======== ======= ========

1992

Buildings and leasehold
improvements $ 33,034 $ 5,963 $( 286) $ 2,767 $ 41,478
Machinery and equipment 184,694 40,062 (10,574) 13,916 228,098
Molds and dies 103,039 20,296 ( 4,354) 7,432 126,413
--------- -------- --------- ------- --------
TOTAL $ 320,767 $ 66,321 $(15,214) $24,115 $395,989
========= ======== ======== ======= ========






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22

MOLEX INCORPORATED
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEAR ENDED JUNE 30, 1994, 1993 AND 1992
($000)




Allowances for losses Balance at Balance
and adjustments on Beginning Charged to Accounts Translation at End
receivables: of Period Income Written Off Adjustments of Period
- - ------------------ --------- ---------- ----------- ----------- ---------

1994 $8,789 $2,354 $( 2,344) $ 117 $8,916
====== ====== ========= ======== ======

1993 $8,634 $1,683 $( 1,182) $( 346) $8,789
====== ====== ========= ======== ======


1992 $6,882 $1,488 $( 336) $ 600 $8,634
====== ====== ========= ======== ======



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23
MOLEX INCORPORATED
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
FOR THE YEAR ENDED JUNE 30, 1994, 1993 AND 1992
($000)







1994 1993 1992
---- ---- ----


Maintenance and Repairs $19,232 $18,483 $18,091
======= ======= =======





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24
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, 1994
and 1993, and for each of the three years in the period ended
June 30, 1994, and have issued our report thereon dated
August 9, 1994; such financial statements and report are
included in your 1994 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 schedules of Molex Incorporated and its
subsidiaries, listed in Item 14(a)2. These statements and
financial statement schedules are the responsibility of the
Company's management. Our responsibility is to express an
opinion based on our audits. In our opinion, which is based
upon our audits and the report of other auditors in 1992
included herein, such statements of changes in shares
outstanding and financial statement schedules, 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
August 9, 1994





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25
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 23, 1994 By: --------------------------------------
John C. Psaltis
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.


/s/ F. A. KREHBIEL
September 23, 1994 --------------------------------------
F. A. Krehbiel
Chairman of the Board and Chief
Executive Officer

/s/ J. H. KREHBIEL, JR.
September 23, 1994 --------------------------------------
J. H. Krehbiel, Jr.
President and Director

/s/ JOHN C. PSALTIS
September 23, 1994 --------------------------------------
John C. Psaltis
Corporate Vice President, Treasurer
and Chief Financial Officer

/s/ F. L. KREHBIEL
September 23, 1994 --------------------------------------
F. L. Krehbiel
Director

/s/ DR. ROBERT J. POTTER
September 23, 1994 --------------------------------------
Dr. Robert J. Potter
Director

/s/ E. D. JANNOTTA
September 23, 1994 --------------------------------------
E. D. Jannotta
Director





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26
MOLEX INCORPORATED
EXHIBIT INDEX




Exhibit Page
Number Exhibit Reference(a)
----------- ------------------------------------ ---------

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

4 3.2 By-Laws (as amended)

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

10 Material Contracts

10.1 The 1985 Molex Incorporated
Executive Stock Bonus Plan
(incorporated by reference to
Appendix A of the registrant's
Proxy Statement for 1985)

10.2 The 1981 Molex Incorporated
Incentive Stock Option Plan
(incorporated by reference to
Appendix A of the registrant's
Proxy Statement for 1982)

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

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

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

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





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27


Exhibit Page
Number Exhibit Reference(a)
----------- ------------------------------------ ---------

13 Molex Incorporated Annual Report to __
Shareholders for the year ended
June 30, 1994. (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)

22 Subsidiaries of registrant __


24 Independent Auditors' Consents __


27 Financial Data Schedule __



(All other exhibits are either inapplicable or not required)

(a) - Included only in the electronically filed copy of the
report filed with the Securities Exchange Commission.





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