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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, 1995 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 25, 1995, the following numbers of shares of the Company's
common stock were outstanding and as restated for the August 1995 dividend:



Common Stock 50,230,119
Class A Common Stock 50,639,983
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 $952.6 million.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Shareholders for the year ended June 30,
1995, 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 20, 1995 are incorporated by reference into Part III of
this report.

Index to Exhibits listed on Pages 21 through 22.

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TABLE OF CONTENTS




Page
----

Part I
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
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 18
Independent Auditor's Report on Schedule 19
Signature Page 20

Index to Exhibits 21



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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.

During fiscal 1995, Molex purchased the remaining shares of Molex Fiber
Optics Inc. and Molex Eastern Europe, S.A., and increased its holdings in
Molex (India) Ltd. and DeCoupage Moulage De Savoie S.A. In addition, $9.3
million in cash, along with 1.2 million shares of Class A Common Stock,
was used to purchase Mod-Tap W. Corp. During fiscal 1994, Molex purchased
the remaining shares outstanding of Molex Nanco Ltd. and acquired an
additional 20 percent interest of Dongguan Molex South-China Connector Co.
Ltd.

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 44 plants in 21 countries and employs 9,500 people
worldwide. Molex serves original equipment manufacturers in industries
that include computer, computer peripheral, business equipment, home
entertainment and home appliance, automotive, telecommunications, local
area network and residential construction. Molex offers more than 50,000
products to customers primarily through a network of direct sales
representatives and authorized distributors. Products manufactured and
sold outside the U.S. generated more than 70% of Molex sales in fiscal
1995. The worldwide market for electronic connectors, cable assemblies
and backplanes was estimated at $22.4 billion* in sales for fiscal year
1995. With 5.3% of that market, Molex is the second-largest 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, 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


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4

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 1995
Market Net Revenue Products
------ --- ------- --------

Computer/business equipment/ 48% Computers, peripheral
telecommunications equipment, calculators,
copiers, pagers and
dictation equipment

Home entertainment and home 32% 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
1995, 1994 or 1993. While its customers generally make purchasing
decisions on a decentralized basis, Molex




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5

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.

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 44 manufacturing facilities in 21 countries on
six continents. This year, the Molex factory in Little Rock, Arkansas
became the first U.S. plant to receive the ISO 9000 credential, joining
all of the Molex facilities in the Far East North and Far East South
Regions and all but one plant in the European Region.

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.




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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, 1995, the Company owned 533 United States patents and had
133 patent applications on file with the United States Patent Office. The
Company also has 675 corresponding patents issued and 2,143 applied for in
other countries as of June 30, 1995. 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, 1995 was approximately $245.7
million; this compares to $175.8 million at June 30, 1994. 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 $78.1 million in
1995, $64.8 million in 1994, and $56.2 million in 1993. The Company
incurred costs relating to obtaining patents of $4.9 million in 1995, $3.3
million in 1994, and $2.8 million in 1993 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 630 full-time employees in 1995 (606 in 1994
and 558 in 1993), 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, 1995, the Company employed 9,500 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, 1995 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 42 of the 1995 Annual
Report to Shareholders and is incorporated herein by reference.





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8




ITEM 2 - PROPERTIES

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




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

2,629,000 661,000 3,290,000


The leases are of varying terms with expirations ranging from fiscal 1996
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 INDIA PUERTO RICO
Melton, Victoria Bangalore Ponce (2)

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




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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 54 1965(b)
Executive Officer (1988-);
Vice Chairman (1988-1993).

John H. Krehbiel, Jr.(a) President (1975-). 58 1959(b)

J. Joseph King Group Vice President- 51 1975
International Operations (1988-).

Raymond C. Wieser Corporate Vice President and 57 1965(b)
President of the Commercial
Division-U.S. Operations (1994-);
Group Vice President-
U.S. Operations (1989-1994).

John C. Psaltis Chief Financial Officer (1994-), 55 1973
Corporate Vice President (1982-),
and Treasurer (1979-)


Ronald L. Schubel Corporate Vice President (1982-) 52 1981
and President of Far East South
Operations (1994-); President of
the Commercial Division-U.S.
Operations (1982-1994)










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11





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

Werner W. Fichtner Corporate Vice President 52 1981
(1987-) and President of
European Operations (1981-).

Goro Tokuyama Corporate Vice President 61 1985
(1990-), President of Far East
North Operations (1988-) and
President of Molex Japan Co.,
Ltd. (1985-).

Martin P. Slark Corporate Vice President 40 1976
(1990-) and President of
United States Operations
(1994-); President of Far
East South Operations (1988-
1994).

James E. Fleischhacker Corporate Vice President 51 1984
(1994-) and President of
the DataComm Division-U.S.
Operations (1989-).

Kathi M. Regas Corporate Vice President 39 1985
(1994-) and Director, Human
Resources-U.S. Operations
(1989-1994).

Louis A. Hecht Corporate Secretary (1977-) 51 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 set forth under the captions

(b) "Financial Highlights" and "Fiscal 1995, 1994, and 1993 by Quarter
(Unaudited)" on page 2 and page 43, respectively, of the 1995 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 and fiscal 1994 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 1995 Fiscal 1994 Fiscal 1995 Fiscal 1994
---------------- --------------- --------------- ---------------

Quarter Ended -

September 30, 0.0064 0.0048 0.0064 0.0048
December 31, 0.0080 0.0064 0.0080 0.0064
March 31, 0.0080 0.0064 0.0080 0.0064
June 30, 0.0080 0.0064 0.0080 0.0064
------ ------ ------ ------
Total 0.0304 0.0240 0.0304 0.0240
====== ====== ====== ======




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
37 and 38 of the 1995 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, 1995) on page 26 of the 1995
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 27 through 31 of
the 1995 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 32 through 42 of the 1995 Annual Report to Shareholders and the
independent auditors' report set forth on page 25 of the 1995 Annual
Report to Shareholders are incorporated herein by reference:

Independent Auditors' Report

Consolidated Balance Sheets - June 30, 1995 and 1994

Consolidated Statements of Income for the years ended June 30, 1995,
1994 and 1993

Consolidated Statements of Shareholders' Equity for the years ended
June 30, 1995, 1994 and 1993

Consolidated Statements of Cash Flows for the years ended June 30,
1995, 1994 and 1993

Notes to Consolidated Financial Statements


The supplementary data regarding quarterly results of operations, set
forth under the caption "Fiscal 1995, 1994, and 1993 by Quarter
(Unaudited)" on page 43 of the 1995 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.







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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 Stockholders to be held on
October 20, 1995 (The "Company's 1995 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 1995 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 1995 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 1995 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 1995 Annual Report to Shareholders have been incorporated by
reference in Item 8.



Page(s) in
Annual Report
Item to Shareholders
------------------------------------------------ ---------------

Independent Auditors' Report 25

Consolidated Balance Sheets - June 30, 1995
and 1994 32-33

Consolidated Statements of Income - for
the years ended June 30, 1995, 1994 and 1993 34

Consolidated Statements of Shareholders' Equity -
for the years ended June 30, 1995, 1994 and 1993 35

Consolidated Statements of Cash Flows - for the
years ended June 30, 1995, 1994 and 1993 36

Notes to Consolidated Financial Statements 37-42

Fiscal 1995, 1994 and 1993 by Quarter (Unaudited) 43



(a) 2. Financial Statement Schedules



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,
1995.




16




17


Molex Incorporated
Statements of Changes in Shares Outstanding
For the Year Ended June 30, 1995, 1994, and 1993




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

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

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 of dividends 18,666,350 18,677,884 1,236,233
---------- ---------- ------ ---------

Shares outstanding at
June 30, 1995 51,895,780 52,432,699 94,255 3,484,725
========== ========== ====== =========















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Molex Incorporated
Schedule II - Valuation and Qualifying Accounts
For the Year Ended June 30, 1995, 1994, and 1993








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

1995 $8,916 $3,332 ($828) $514 $11,934
====== ====== ====== ==== =======


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



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












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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, 1995 and 1994, and for each of the three years
in the period ended June 30, 1995, and have issued our report thereon dated
August 3, 1995; such financial statements and report are included in your 1995
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
August 3, 1995


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 22, 1995 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.

September 22, 1995 /s/ F. A. KREHBIEL
-----------------------------------
F. A. Krehbiel
Chairman of the Board and
Chief Executive Officer

September 22, 1995 /s/ J. H. KREHBIEL, JR.
-----------------------------------
J. H. Krehbiel, Jr.
President and Director

September 22, 1995 /s/ JOHN C. PSALTIS
-----------------------------------
John C. Psaltis
Corporate Vice President, Treasurer
and Chief Financial Officer

September 22, 1995 /s/ F. L. KREHBIEL
-----------------------------------
F. L. Krehbiel
Director

September 22, 1995 /s/ DR. ROBERT J. POTTER
-----------------------------------
Dr. Robert J. Potter
Director

September 22, 1995 /s/ E. D. JANNOTTA
-----------------------------------
E. D. Jannotta
Director


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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 restated)

4 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 From 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).


21
22




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


13 Molex Incorporated Annual report to
Shareholders for the year ended
June 30, 1995. (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' Consent

27 Financial Data Schedule


(All other exhibits are either inapplicable or not required)





22