Edgar Filing: LITTELFUSE INC /DE

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

AUDINO KENNETH R

2. Issuer Name and Ticker or Trading Symbol
LITTELFUSE INC /DE [LFUS]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
V.P. Organization Dev. & TQM

(Last)

(First)

(Middle)

800 EAST NORTHWEST HIGHWAY

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2006

(Street)

DES PLAINES, IL 60016

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								5,000	D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy) ⁽¹⁾ ⁽²⁾

$ 35.5

02/24/2006

3,000

03/01/2006⁽³⁾

05/30/2006⁽³⁾

Common Stock

3,000

$ 0

Stock Option (Right to Buy) ⁽¹⁾ ⁽²⁾

$ 35.5

02/24/2006

3,000

03/01/2006⁽³⁾

12/31/2006⁽³⁾

Common Stock

3,000

$ 0

3,000

Stock Option (Right to Buy) ⁽¹⁾ ⁽²⁾

$ 27.1

02/24/2006

3,000

03/01/2006⁽³⁾

05/30/2006⁽³⁾

Common Stock

3,000

$ 0

Stock Option (Right to Buy) ⁽¹⁾ ⁽²⁾

$ 27.1

02/24/2006

3,000

03/01/2006⁽³⁾

12/31/2006⁽³⁾

Common stock

3,000

$ 0

3,000

Stock Option (Right to Buy) ⁽¹⁾ ⁽²⁾

$ 25.2

02/24/2006

6,000

03/01/2006⁽³⁾

05/30/2006⁽³⁾

Common Stock

6,000

$ 0

Stock Option (Right to Buy) ⁽¹⁾ ⁽²⁾

$ 25.2

02/24/2006

6,000

03/01/2006⁽³⁾

12/31/2006⁽³⁾

Common Stock

6,000

$ 0

6,000

Stock Option (Right to Buy) ⁽¹⁾ ⁽²⁾

$ 20.24

02/24/2006

9,000

03/01/2006⁽³⁾

05/30/2006⁽³⁾

Common Stock

9,000

$ 0

Stock Option (Right to Buy) ⁽¹⁾ ⁽²⁾

$ 20.24

02/24/2006

9,000

03/01/2006⁽³⁾

12/31/2006⁽³⁾

Common Stock

9,000

$ 0

9,000

Stock Option (Right to Buy) ⁽¹⁾ ⁽²⁾

$ 38.11

02/24/2006

15,000

03/01/2006⁽³⁾⁽⁴⁾

05/30/2006⁽³⁾

Common Stock

15,000

$ 0

Stock Option (Right to Buy) ⁽¹⁾ ⁽²⁾

$ 38.11

02/24/2006

15,000

03/01/2006⁽³⁾⁽⁴⁾

12/31/2006⁽³⁾

Common Stock

15,000

$ 0

15,000

Stock Option (Right to Buy) ⁽¹⁾ ⁽²⁾

$ 27.21

02/24/2006

15,000

03/01/2006⁽³⁾

05/30/2006⁽³⁾

Common Stock

15,000

$ 0

Stock Option (Right to Buy) ⁽¹⁾ ⁽²⁾

$ 27.21

02/24/2006

15,000

03/01/2006⁽³⁾

12/31/2006⁽³⁾

Common Stock

15,000

$ 0

15,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
AUDINO KENNETH R 800 EAST NORTHWEST HIGHWAY DES PLAINES, IL 60016			V.P. Organization Dev. & TQM

Signatures

Kenneth R. Audino		02/24/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Non-qualified Stock Option
(2)	Outstanding options were amended to extend the expiration date from 90 days after the reportintg person's retirement until 12/31/06. The options were originally granted on various dates between 4/28/2000 and 5/06/2005.
(3)	The reporting person is retiring on 3/1/2006. Under the terms of the company's stock option plan, this will cause all of the options to become vested on 3/1/2006 and to expire 90 days after the retirement dates, which is 5/30/2006. The original expiration dates of the options (prior to the reporting person's retirement) were between 5/2/2013 and 4/26/2017. The amedment to the options extended the expiration date from 5/30/2006 to 12/31/2006, in consideration of consulting services to be provided by the reporting person after retirement, but did not change the vesting date.
(4)	This option had already vested with respect to 3,000 shares prior to the reporting person's retirement dates. See note 3.

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