SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A

         (Mark One)

              X     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             ---    SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD 
                    ENDED July 3, 2004 OR
                           

                    TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE
             ---    SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
                    FROM _________ TO _________


                         Commission file number 0-20388

                                LITTELFUSE, INC.
                              --------------------
             (Exact name of registrant as specified in its charter)


                   DELAWARE                              36-3795742
    ---------------------------------------          ------------------
          (State or other jurisdiction                (I.R.S. Employer
       of incorporation or organization)             Identification No.)

           800 EAST NORTHWEST HIGHWAY
             DES PLAINES, ILLINOIS                         60016
    ----------------------------------------         ------------------
    (Address of principal executive offices)             (Zip Code)

               Registrant's telephone number, including area code:
                                 (847) 824-1188




         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 by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act).     Yes  X     No
                                               ---       ---

         As of July 3, 2004, 22,282,240 shares of common stock, $.01 par value,
of the Registrant were outstanding.




                                EXPLANATORY NOTE


This Amendment Number 1 to our quarterly report on Form 10-Q for the quarter
ended July 3, 2004 is being filed solely to correct typographical errors in the
certifications of the principal executive officer and of the principal financial
officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. This
amendment speaks as of the original filing date of our quarterly report on Form
10-Q. Except for such exhibits, no other information contained in our Form 10-Q
for the quarter ended July 3, 2004 has been updated or amended.


Item 6: Exhibits and Reports on Form 8-K

(a) Exhibit No.     Description
    -----------     -----------
    
    31.1            Certification of Howard B. Witt, Pursuant to Section 302 of
                    the Sarbanes-Oxley Act of 2002
    
    31.2            Certification of Philip G. Franklin, Pursuant to Section 302
                    of the Sarbanes-Oxley Act of 2002, 18 U.S. C Section 1350





                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.


                                LITTELFUSE, INC.

Date:  November 8, 2004                      By  /s/ Howard B. Witt
                                                --------------------------------
                                                 Howard B. Witt
                                                 Chairman, President & CEO


Date:  November 8, 2004                      By  /s/ Philip G. Franklin
                                                --------------------------------
                                                 Philip G. Franklin
                                                 Vice President, Operations 
                                                 Support and Chief Financial 
                                                 Officer
                                                 (As duly authorized officer and
                                                 as the principal financial and
                                                 accounting officer)




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