MOLEX INC
10-Q, 1999-05-10
ELECTRONIC CONNECTORS
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        UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                   Washington, D.C.  20549

                         FORM 10-Q

    X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended          March 31, 1999

                               OR

        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934
For the transition period from

                    Commission File Number 0-7491

       __________________MOLEX INCORPORATED__________________
       (Exact name of registrant as specified in its charter)

         Delaware                                      36-2369491
(State or other jurisdiction                     (I.R.S. Employer
of 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



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

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date (applicable
only to corporate registrants).  At March 31, 1999:

                     Common Stock            76,123,334 shares
	
                     Class A Common Stock    78,741,008 shares

                     Class B Common Stock        94,255 shares






                        MOLEX INCORPORATED
                            FORM 10-Q
                          MARCH 31, 1999
                             INDEX


                                                                          Page
                                                                          ----

                  PART I - FINANCIAL INFORMATION

Item 1.	Financial Information - Unaudited				

                Condensed Consolidated Balance Sheets --                   2
              		March 31, 1999 and June 30, 1998			

                Condensed Consolidated Statements of Income --             3
              		Three and Nine Months Ended March 31, 1999 and 1998

                Condensed Consolidated Statements of Cash Flows --         4
              		Nine Months Ended March 31, 1999 and 1998

                Notes to Condensed Consolidated Financial Statements       5
		
Item 2.	Management's Discussion and Analysis of
        Financial Condition and Results of Operations                      8

Item 3. Quantitative and Qualitative Disclosure About
        Market Risk                                                       12

                       PART II - OTHER INFORMATION                        13
















- -1-


                           MOLEX INCORPORATED
                  CONDENSED CONSOLIDATED BALANCE SHEET
                       (Unaudited - In Thousands)
<TABLE>
<CAPTION>
                        ASSETS                          Mar. 31,        June 30,
                                                           1999             1998
                                                       _________       _________
CURRENT ASSETS:
<S>                                                   <C>             <C>
 Cash and cash equivalents                            $  205,502      $  205,262
 Marketable securities                                    93,607         117,151
 Accounts receivable - net                               364,867         328,560
 Inventories                                             200,080         184,433
 Other current assets                                     37,412          32,385
   Total current assets                                  901,468         867,791

PROPERTY, PLANT AND EQUIPMENT - NET                      750,574         676,161

OTHER ASSETS                                             116,406          95,682
                                                      $1,768,448      $1,639,634

  LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
 Accounts payable                                     $  135,291      $  140,350
 Accrued expenses                                        124,564         119,161
 Other current liabilities                                59,812          73,363
   Total current liabilities                             319,667         332,874

DEFERRED ITEMS                                             7,757           6,504
ACCRUED POSTRETIREMENT BENEFITS                           34,055          30,536
LONG-TERM DEBT                                             9,967           5,566
MINORITY INTEREST                                            937           2,584

SHAREHOLDERS' EQUITY
 Common stock                                              8,297           8,272
 Paid-in capital                                         154,376         147,782
 Retained earnings                                     1,443,792       1,322,775
 Treasury stock                                         (182,939)       (143,714)
 Deferred unearned compensation                          (14,659)        (19,988)
 Cumulative translation and
   other adjustments                                     (12,802)        (53,557)
   Total shareholders' equity                          1,396,065       1,261,570
                                                      $1,768,448      $1,639,634
</TABLE>

   The accompanying notes are an integral part of these condensed consolidated
   financial statements.




- - 2 -


                         MOLEX INCORPORATED
             CONDENSED CONSOLIDATED STATEMENTS OF INCOME
             (Unaudited - In Thousands Except per Share Data)
<TABLE>
<CAPTION>

                                                THREE MONTHS ENDED        NINE MONTHS ENDED
                                                Mar. 31,   Mar. 31,     Mar. 31,     Mar. 31,
                                                  1999       1998         1999        1998
<S>                                             <C>        <C>         <C>          <C>                 
NET REVENUE                                     $426,178   $409,228    $1,265,788   $1,224,919

COST OF SALES                                    252,504    240,705       749,941      717,554
 Gross Profit                                    173,674    168,523       515,847      507,365
OPERATING EXPENSES:
 Selling                                          34,771     31,921       104,035       97,324
 Administrative                                   75,328     69,924       227,003      210,486
  Total Operating Expenses                       110,099    101,845       331,038      307,810

 Income from Operations                           63,575     66,678       184,809      199,555

OTHER INCOME:
 Foreign currency transaction
  gain/(loss)                                     (1,562)      (234)       (4,217)        (439)
 Interest income, net                              1,958      2,662         6,780        8,877
  Total Other Income/(Loss)                          396      2,428         2,563        8,438

INCOME BEFORE INCOME TAXES                        63,971     69,106       187,372      207,993

INCOME TAXES                                      19,011     22,688        59,366       71,568
NET INCOME                                      $ 44,960   $ 46,418    $  128,006   $  136,425

EARNINGS PER COMMON SHARE:
  BASIC                                         $   0.29   $   0.30    $     0.82   $     0.87
  DILUTED                                       $   0.29   $   0.29    $     0.82   $     0.86

CASH DIVIDENDS PER COMMON SHARE                 $  0.015   $  0.015    $    0.045   $    0.042

WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING
 DURING THE PERIOD: BASIC                         155,017   156,657       155,382      156,757
                    DILUTED                       156,006   158,742       156,416      159,015


</TABLE>

  The accompanying notes are an integral part of these condensed consolidated
  financial statements.



- - 3 -


                             MOLEX INCORPORATED
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (Unaudited - In Thousands)
<TABLE>
<CAPTION>
								    NINE MONTHS ENDED
                                                                 Mar. 31,       Mar. 31,
                                                                   1999           1998
<S>                                                           <C>             <C>
CASH AND CASH EQUIVALENTS, Beginning of Period                $  205,262      $  199,767
CASH AND CASH EQUIVALENTS
 PROVIDED FROM (USED FOR):
 Operations:
  Net income                                                     128,006         136,425
  Add (deduct) non-cash items included
   in net income:
   Depreciation and amortization                                 117,579         109,066
   Amortization of deferred unearned compensation                  5,329           4,131
   Other (credits)/charges to net income                             162           1,333

  Current items:
   Accounts receivable                                           (20,747)        (21,500)
  Inventories                                                     (9,972)        (19,039)
  Other current assets                                            (4,643)         (7,910)
  Accounts payable                                               (15,777)        (19,633)
  Accrued expenses                                                   710          19,292
  Other current liabilities                                      (20,957)         (6,620)
    NET CASH PROVIDED FROM OPERATIONS                            179,690         195,545

 Investments:
  Purchases of property, plant and equipment                    (157,861)       (162,662)
  Proceeds from sale of property, plant
   and equipment                                                   1,916           2,976
  Proceeds from sale of marketable securities                  3,975,107       1,507,892
  Purchases of marketable securities                          (3,961,563)     (1,516,198)
 (Increase)/decrease in other assets                             (43,023)         (4,796)
    NET CASH USED FOR INVESTMENTS                               (185,424)       (172,788)

 Financing:
  Increase in long-term debt                                       4,401           1,231
  Decrease in long-term debt                                           -          (3,000)
  Cash dividends paid                                             (6,932)         (6,187)
  Purchase of treasury stock                                     (39,284)        (20,851)
  Reissuance of treasury stock                                     1,855           1,574
  Exercise of stock options                                        3,755           3,879
    NET CASH USED FOR FINANCING                                  (36,205)        (23,354)

EFFECT OF EXCHANGE RATE CHANGES ON CASH
   AND CASH EQUIVALENTS                                           42,179         (13,825)

CASH AND CASH EQUIVALENTS, End of Period                      $  205,502      $  185,345
</TABLE>
 The accompanying notes are an integral part of these condensed consolidated
 financial statements.
						- 4 -
MOLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(1) Condensed Consolidated Financial Statements

The condensed consolidated financial statements have been prepared
from the Company's books and records without audit and are subject
to year-end adjustments.  The interim financial statements reflect
all adjustments which are, in the opinion of management, necessary
for a fair presentation of information for the interim periods
presented.  The condensed consolidated financial statements should
be read in conjunction with the consolidated financial statements
and notes thereto included in the Molex Incorporated 1998 Annual
Report to Shareholders and the 1998 Annual Report on Form 10-K.
The results of operations for the interim periods should not be
considered indicative of results to be expected for the full year.

(2)  Earnings per Common Share

The reconciliation of common shares outstanding to dilutive common
shares outstanding is as follows:
<TABLE>
<CAPTION>
                                                							Three Months Ended	    Nine Months Ended
                                                      Mar. 31,      Mar. 31,       Mar. 31,   Mar. 31,
                                                        1999          1998           1999        1998
<S>                                                   <C>           <C>            <C>        <C>
Weighted average shares outstanding - basic           155,017       156,657        155,382    156,775
Dilutive effect of stock options                          989         2,085          1,034      2,240

Weighted average shares outstanding - diluted         156,006       158,742        156,416    159,015
</TABLE>
	
(3)  Comprehensive Income

Effective July 1, 1998, the Company adopted the Financial
Accounting Standards Board's (FASB) Statement of Financial
Accounting Standards (SFAS) No. 130, "Reporting Comprehensive
Income".  SFAS No. 130 establishes standards for reporting and
display of comprehensive income and its components.  Comprehensive
income includes all non-shareowner changes in equity and consists
of net income, foreign currency translation adjustments and
unrealized gains and losses on available-for-sale securities.









						-5-

Total comprehensive income, in thousands of dollars, is as follows:
<TABLE>
<CAPTION>
                                                							Three Months Ended	         Nine Months Ended
                                                      Mar. 31,      Mar. 31,       Mar. 31,    Mar. 31,
                                                        1999          1998           1999        1998
<S>                                                   <C>           <C>           <C>         <C>
Net income                                            $44,960       $46,418       $128,006    $136,425
Currency translation and other adjustments            (38,956)       (2,172)        39,507     (87,654)

Total comprehensive income                            $ 6,004       $44,246       $167,513    $ 48,771
</TABLE>

4)  Inventories

Inventories are valued at the lower of first-in, first-out cost or market.

Inventories, in thousands of dollars, consist of the following:

                                                Mar. 31,        June 30,
                                                  1999            1998

Raw Materials                                  $ 49,095        $ 48,324
Work in Process                                  47,932          49,025
Finished Goods                                  103,053          87,084
                                               --------        --------
                                               $200,080        $184,433
                                               ========        ========

(4)  New Accounting Pronouncements

In 1997, FASB issued SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information." In 1998, FASB issued SFAS
No. 132, "Employers' Disclosures about Pensions and Other
Postretirement Benefits." Both are effective for fiscal years
beginning after December 15, 1997, or the Company's fiscal year
ending June 30, 1999.  SFAS No. 131 establishes standards for
reporting information about operating segments and related
disclosures about products and services, geographic areas and
major customers.  SFAS No. 132 revises employers' disclosures
about pensions and other postretirement benefit plans.  The
requirements of these statements only impact financial statement
disclosure.  Accordingly, these statements will have no impact on
the Company's financial position or the results of its operations.

Also in 1998, the FASB issued SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities", effective for all
fiscal quarters of all fiscal years beginning after June 15, 1999.
It establishes accounting and reporting standards for derivative
instruments and for hedging activities.  It requires that an
						-6-
entity recognize all derivatives as either assets or liabilities
in the statement of financial position and measure those
instruments at fair value.  The Company is assessing the impact
this statement will have on its statement of financial position
and the results of its operations.

- -7-

MOLEX INCORPORATED

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Consolidated net revenues were $426.2 million for the quarter
ended March 31, 1999, increasing 4.1 percent in US dollars and 2.1
percent in local currencies over the corresponding quarter of the
prior fiscal year.  The strengthening of other currencies against
the US dollar caused net revenue to increase $8.2 million for the
quarter. For the nine months ended March 31, 1999
revenue grew to $1,265.8 million from $1,224.9 million in the
prior year, resulting in growth of 3.3 percent in US dollars and
4.6 percent in local currencies. The generally higher value of the
US dollar compared to other currencies worldwide decreased net
revenue by $14.9 million for the nine months ended March 31, 1999.

Management believes that Molex continues to grow at a rate higher
than the connector industry and achieve profitability above the
corporate goal of 10 percent net return on sales.

For the quarter ended March 31, 1999, revenue in the Americas
region increased 3.7 percent in US dollars and 3.9 percent in
local currencies over the prior year period which was
exceptionally strong.  For the nine months ended March 31, 1999,
the revenue growth over the same period in the prior year was 4.5
percent in US dollars and 4.7 percent in local currencies.
Improved sales of data communications and telecommunications
products as well as strong sales of fiber optic products were
partially offset by a softening in distribution sales of
commercial products and the effects of price erosion in the
computer market.

Quarterly net revenue in the Far East North increased 21.2 percent
in US dollars and 11.8 percent in local currencies compared to the
prior year. For the nine months ended March 31, 1999, revenue
increased 6.1 percent over the prior year period in US dollars and
7.1 percent in local currencies. Improvements in traditional
computer and consumer markets, as well as the penetration of new
market areas contributed to the local currency growth.

Far East South net revenue for the quarter ended March 31, 1999
increased 22.7 percent in US dollars and 22.0 percent in local
currencies from the prior year.  For the nine months ended March
31, 1999, revenue increased over the same period in the prior year
by 13.0 percent in US dollars and 19.8 percent in local currencies.
Personal computer and computer-peripheral products continue to
produce strong results.

In Europe, net revenue declined 17.5 percent in US dollars and
19.0 percent in local currencies over a very strong prior year quarter.
                                                -8-

For the nine months ended March 31, 1999, revenue declined from
the comparable prior year period by 1.7 percent in US dollars and
4.4 percent in local currencies. The weakened economic environment
in Europe continues to impact growth.

For the nine months ended March 31, 1999, 63.3 percent of Molex's
worldwide net revenue was generated from its international
operations.  International operations are subject to currency
fluctuations and government actions.  The devaluations of several
Asian currencies have had an adverse effect on reported sales and
profits for the nine month period, but showed improvement during
the third quarter.  Molex monitors its currency exposure in each
country and continues to implement defensive strategies to respond
to changing economic environments.  Due to the uncertainty of the
foreign exchange markets, Molex cannot reasonably predict future
trends related to foreign currency fluctuations.  Foreign currency
fluctuations have impacted results in the past and may impact
results in the future.

Gross profit as a percent of net revenue was 40.8 percent for the
quarter ended March 31, 1999 compared to 41.2 percent for the quarter
ended March 31, 1998.  For the nine months ended March 31, 1999 the
gross profit percentage was 40.8 percent, down from 41.4 percent for
the same period in the prior year.  This decrease is primarily due to
depreciation expense associated with the Company's increased level of
capital investments in new products and manufacturing capacity partially
offset by favorable raw material costs and productivity improvements.

Selling and administrative expenses were $110.1 million and $331.0
million, respectively, for the quarter and nine month period ended
March 31, 1999 as compared to $101.8 million and $307.8 million,
respectively, for the comparable periods in the prior year.  For
the quarter and nine months ended March 31, 1999, selling and
administrative expenses as a percent of net revenue were 25.8
percent and 26.2 percent, respectively, as compared to 24.9
percent and 25.1 percent, respectively, for the same period in the
prior year.  The addition of new entities and new product lines
contributed to the higher spending.  Also included in selling and
administrative expenses are research and development expenditures
which for the nine months ended March 31, 1999, increased at a higher
rate as a percent of net revenue than the prior year period, 6.1 percent
versus 5.8 percent, respectively.

Foreign currency transaction losses were $1.6 million and $4.2 million,
respectively, for the quarter and nine months ended March 31, 1999
compared with $.2 million and $.4 million for the prior year periods.
The transaction losses were largely a result of the strengthening
Japanese Yen.

Interest income, net of interest expense, was $2.0 million in the
quarter ended March 31, 1999 as compared to $2.7 million in the
prior year and was $6.8 million for the nine months ended March
31, 1999 as compared to $8.9 million a year ago.  The decline is
primarily due to lower global interest rates.

The effective tax rate was 30.0 percent for the quarter ended
March 31, 1999, as compared to 32.8 percent in the prior year
period and was 31.7 percent for the nine months ended March 31,
						-9-
1999 as compared to 34.4 percent last year.  The reduction was
caused by the Company implementing a more aggressive repatriation
strategy, Japanese tax rate reductions, tax exemptions in the Far
East South and the continuing effort to reduce the US local income
tax burden.
						
Net income for the quarter was $45.0 million or 29 cents per basic
and diluted share, a 3.1 percent decrease compared with $46.4
million or 30 cents per basic and 29 cents per diluted share for
the same quarter last fiscal year.  Net income for the nine months
ended March 31, 1999 was $128.0 million or 82 cents per basic and
diluted share, as compared to net income of $136.4 million or 87
cents per basic and 86 cents per diluted share, for the same
period in the prior year.  Excluding the effects of currency
translation, net income decreased 4.3 percent for the quarter and
4.5 percent for the nine months ended March 31, 1999 from the
comparable prior year periods.

LIQUIDITY AND CAPITAL RESOURCES

Molex's balance sheet continues to be exceptionally strong.
Working capital at March 31, 1999 was $581.8 million, an increase
from $544.8 million at June 30, 1998.

During the nine months ended March 31, 1999, the Company has
purchased an aggregate of 1,369,000 shares of treasury stock at an
aggregate cost of $39.3 million.  This is in accordance with
authorization by the Board of Directors allowing for the purchase
of up to $50 million of Company stock during the current fiscal year.

Management believes that the Company's current liquidity and
financial flexibility are adequate to support its continued growth.
	
YEAR 2000

Molex recognizes the importance of the Year 2000 issue and has
been giving high priority to it.  The Company has completed an
assessment of its business and other information systems as well
as the non-information system aspects of its business that could
be impacted by the Year 2000 issue.  Over the past few years, the
Company has developed and is currently implementing its Global
Information System (GIS), which is Year 2000 compliant.  The GIS
project is approximately 65 percent implemented and is expected to
be substantially complete by September 1999.  The Company
presently believes that with modifications to existing software
and the GIS implementation, the Year 2000 issue will not pose
material operational problems for its information systems.  While
considered unlikely, management believes that the most likely,
worst case Year 2000 scenario would be a delay in the completion
of the GIS implementation at one or more of its operating
subsidiaries and the need for rapid remediation of legacy systems
to make them Year 2000 compliant.  At this time management has not
 						-10-
determined the impact this worst case scenario would have on its
financial position, results of operations or cash flows, but
believes that its experience implementing GIS to date mitigates this risk.

While the GIS implementation addresses many of the Company's Year
2000 issues, the Company does not consider the GIS implementation
costs to be related to the Year 2000 issue as such costs are a
strategic expenditure to enhance future operations and would be
incurred regardless of the Year 2000 issue.  Total costs related
to the GIS project are expected to reach $55-60 million once
complete.  Expenditures related to the Year 2000 date conversion
effort, principally the cost to remediate existing software or
microprocessors embedded in the Company's manufacturing systems,
are not expected to be significant and management expects the
total costs of such remediation effort to range from $2-5 million.
Such costs will be incurred principally during calendar 1999 and
should not have a material impact on the Company's financial
position, results of operations or cash flows.

Part of the risk inherent in the Year 2000 issue results from the
general uncertainty of the readiness of material third-party
relationships.  Although the company cannot know or foresee every
eventually that suppliers and customers may face which could
impact its operations, the Company has been actively communicating
with its critical external relationships to determine the extent
to which the Company may be vulnerable to such parties' failure to
resolve their own Year 2000 issues.  At present, the Company is in
the process of developing contingency plans where practicable, and
continues to assess its risks with respect to the failure of these
entities to be Year 2000 ready.  The Company cannot estimate the
cost to the Company of the failure of third parties to address
their Year 2000 issues and there can be no assurance that there
will not be a material adverse effect on the Company if third
parties do not convert their systems in a timely manner and in a
way that is compatible with the Company's systems.


OUTLOOK

The outlook for the remainder of fiscal 1999 remains cautious for
Molex in light of continuing soft economic conditions in many
parts of the world.  Due to the uncertainty of the foreign currency
exchange markets, Molex cannot reasonably predict future trends related
to foreign currency fluctuations.  Foreign currency fluctuations
have impacted the Company's results in the past and may impact results
in the future.  Notwithstanding the effects of currency fluctuations,
the underlying Molex growth rates in Asia are  encouraging.  This strength
in the Far East will increasingly benefit the Company as its customers
continue to move production to this region.  Coupled with weakened economic
conditions in Europe and the moderation of growth in the Americas,
the outlook for the remaining year is one of guarded optimism.

To further expand the Company's global presence, offer innovative
products at an accelerated pace, and improve internal
productivity, Molex plans to invest approximately $230 million in
capital expenditures and approximately $105 million in research
						-11-	
and development for the fiscal year ending June 30, 1999.
						
Management believes the Company is well positioned to continue
growing faster than the overall connector industry.  The Company
continues to emphasize expansion in rapidly growing industry
segments, product lines and geographic regions.  Molex remains
committed to providing high quality products and a full range of
services to its customers worldwide.

						
FORWARD LOOKING STATEMENT

This document contains various forward looking statements.
Statements that are not historical are forward looking statements
and are subject to various risks and uncertainties which could
cause actual results to vary materially from those stated.  Such
risks and uncertainties include:  economic conditions in various
regions, product and price competition, raw material prices,
foreign currency exchange rates, technology changes, patent
issues, litigation results, legal and regulatory developments, and
other risks and uncertainties described in documents filed with
the Securities and Exchange Commission.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is subject to market risk associated with changes in foreign
currency exchange rates, interest rates and certain commodity prices.  The
Company mitigates its foreign currency exchange rate risk principally through
the establishment of local production facilities in the markets it serves and
invoicing of customers in the same currency as the source of
the products.  Molex also monitors its foreign currency exposure in each
country and implements strategies to respond to changing economic and
political environments.  Examples of these strategies include the prompt
payment of intercompany balances utilizing a global netting system, the
establishing of contra-currency accounts in several international
subsidiaries, development of natural hedges and occasional use of foreign
exchange contracts.  One of the Company's subsidiaries utilizes derivative
commodity futures contracts to hedge against fluctuations in commodity
price fluctuations.  Such commodity futures contracts are limited to a
maximum duration of eighteen months.
- -12-
A formalized treasury risk management policy has been implemented by the
Company which describes the procedures and controls over derivative
financial and commodity instruments.  Under the policy, the Company does
not use derivative financial or commodity instruments for trading purposes
and the use of such instruments are subject to strict approval levels by
senior officers.  Typically, the use of such derivative instruments is
limited to hedging activities related to specific foreign currency cash
flows or inventory purchases.  The Company's exposure related to such
transactions is, in the aggregate, not material to the Company's financial
position, results of operations and cash flows.

Interest rate exposure is principally limited to the $93.6 million of
marketable securities owned by the Company.  Such securities are debt
instruments which generate interest income for the Company on temporary
excess cash balances.  The Company does not actively manage the risk of
interest rate fluctuations, however, such risk is mitigated by the
relatively short term, less than twelve months, nature of these investments.


                    Part II - Other Information


Items 1 - 4.    Not Applicable

Item 5.  Other Information
	
On April 30, 1999, the Board of Directors approved for Molex to enter into an
agreement to acquire Cardell Corporation, an Auburn Hills, Michigan-based
privately-owned automotive terminal and connector manufacturer.  Closing of
the transaction is subject to satisfaction or waiver of various conditions,
but is currently expected to occur in June 1999.  Terms of the transaction
were not disclosed.

Also on April 30, 1999, the Board of Directors approved the appointment of
J. Joseph King to the Board of Directors, effective July 1, 1999.  This
addition expands Molex's Board to ten directors, including six outside
directors.  In addition to his appointment as director, Mr. King will assume
the position of President and Chief Operating Officer.  J. Joseph King has
been with Molex over 24 years and is currently Executive Vice President.
This is the first time in the Company's 61 year history that a non-Krehbiel
family member has served as President of the Company. John H. Krehbiel, Jr.,
currently President and Chief Operating Officer, will join Fred A. Krehbiel
as Co-Chairman and Co-Chief Executive Officer of Molex.

Item 6.  Exhibits and Reports on Form 8-K

         None

						-13-







                          S I G N A T U R E S





Pursuant to the requirements of the Securities Exchange Act of

1934, the registrant has duly caused this report to be signed on

its behalf by the undersigned thereunto duly authorized.




                                                  MOLEX INCORPORATED
                                                --------------------
                                                    (Registrant)





Date         May 10, 1999                       /s/ ROBERT B. MAHONEY
	   -----------------			--------------------
                                                Robert B. Mahoney
                                                Corporate Vice President,
                                                Treasurer and
                                                Chief Financial Officer




Date         May 10, 1999                       /s/ LOUIS A. HECHT
	   -----------------			--------------------
                                                Louis A. Hecht
                                                Corporate Secretary and
                                                General Counsel





















<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JUN-30-1999
<PERIOD-END>                               MAR-31-1999
<CASH>                                         205,502
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