SecProbe.io

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Mail Stop 0306

      December 17, 2004

Via Facsimile and U.S. Mail

Mr. Robert B. Mahoney
Acting Chief Financial Officer, Executive
  Vice President, and President, Far East South
Molex, Inc.
2222 Wellington Court
Lisle, Illinois  60532

	Re:	Molex, Inc.
		Form 10-K for the year ended June 30, 2004
      Filed September 10, 2004
		Form 10-Q as of September 30, 2004
		Form 8-K`s dated November 11 and December 1, 2004
      File No. 0-07491

Dear Mr. Mahoney:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
documents in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the Fiscal Year Ended June 30, 2004

Item 6. Selected Financial Data - Page 8

1. In future filings, please define how you calculated working
capital, current ratio, and return on beginning shareholders`
equity.

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations - Page 9

Results of Operations - Page 10

2. In the Business section of your Form 10-K for fiscal 2002, 2003
and 2004 you report the approximate percentage of net revenue by
industry market for the latest fiscal year. In your MD&A analysis,
your discussion of the reasons for changes in revenues includes a
discussion of the changes within these markets. Please respond to
the
following comments:

(A) Please consider revising future filings to include a table of
the
approximate percentage of net revenue by industry market for each
fiscal year included in your statements of operations. Consider
including this table, or one based upon actual revenues by market,
in
MD&A. If you do not believe that inclusion is appropriate, please
tell us why.
(B) Please tell us why you do not report revenues by groups of
similar products in the notes to your financial statements. See
paragraph 37 of SFAS 131.
(C) The descriptive terms for each of your market groups used in
MD&A
is not always consistent with the terms used in the table of
revenues
in your Business section. Please revise future filings to be
consistent, or provide appropriate definitions and reconciliations
of
the industry group to which you refer.
3. We note that your revenues increased $404 million from 2003 to
2004, or 22%. You explain this significant increase as being due
to
(a) strengthening of foreign currencies of $89 million (22%), (b)
acquisition of Cinch adding $20.5 million (5%), and (c) increase
in
revenue of $44.9 million in the Americas due to "broad improvement
across all markets" (11%), (d) increase in revenue in Far East -
North of $92 million exclusive of $33 million for foreign currency
translation due to strong demand and improved revenue, and (e)
increase in revenue in Far East - South of $164.8 million due to
strong demand.

Under Item 303(a)(3)(iii) of Regulation S-K you should disclose
the
extent to which the increases in revenues are attributable to (a)
increases in prices or (b) to increases in the volume or amount of
goods or services being sold or (c) to the introduction of new
products or services. Further, we note that a similar comment was
issued to you on your June 30, 2003 Form 10-K wherein you agreed
to
provide these disclosures in future filings. Please tell us why
you
believe your current disclosure complies with Item 303(a)(3)(iii)
of
Regulation S-K.

In addition, changes in revenue should not be evaluated solely in
terms of volume and price changes, but you should also include an
analysis of the reasons and factors contributing to the increase
or
decrease.

Under SAB Topic 13.B -

"The Commission stated in FRR 36 that MD&A should "give investors
an
opportunity to look at the registrant through the eyes of
management
by providing a historical and prospective analysis of the
registrant`s financial condition and results of operations, with a
particular emphasis on the registrant`s prospects for the future."

"Examples of such revenue transactions or events that the staff
has
asked to be disclosed and discussed in accordance with FRR 36 are:
* Shipments of product at the end of a reporting period that
significantly reduce customer backlog and that reasonably might be
expected to result in lower shipments and revenue in the next
period.
* Granting of extended payment terms that will result in a longer
collection period for accounts receivable (regardless of whether
revenue has been recognized) and slower cash inflows from
operations,
and the effect on liquidity and capital resources. (The fair value
of
trade receivables should be disclosed in the footnotes to the
financial statements when the fair value does not approximate the
carrying amount.)
* Changing trends in shipments into, and sales from, a sales
channel
or separate class of customer that could be expected to have a
significant effect on future sales or sales returns.
* An increasing trend toward sales to a different class of
customer,
such as a reseller distribution channel that has a lower gross
profit
margin than existing sales that are principally made to end users.
Also, increasing service revenue that has a higher profit margin
than
product sales.
* Seasonal trends or variations in sales."

Further, in Release No. 33-8350 - "Interpretation - Commission
Guidance Regarding Management`s Discussion and Analysis of
Financial
Condition and Results of Operations," issued in December 2003,
"[t]he
SEC staff believes that the effects of offsetting developments or
events should be disclosed. Material increases in net revenues
must
be explained as being attributable to price or volume changes or
new
products. If the changes are a result of several factors,
disclosure
of the relative extent of each factor contributing to the increase
must be made.

"For example, if a company`s financial statements reflect
materially
lower revenues resulting from a decline in the volume of products
sold when compared to a prior period, MD&A should not only
identify
the decline in sales volume, but also should analyze the reasons
underlying the decline in sales when the reasons are also material
and determinable. The analysis should reveal underlying material
causes of the matters described, including for example, if
applicable, difficulties in the manufacturing process, a decline
in
the quality of a product, loss in competitive position and market
share, or a combination of conditions."

Also, "if a change in an estimate has a material favorable impact
on
earnings, the change and the underlying reasons should be
disclosed
so that readers do not incorrectly attribute the effect to
operational improvements."

Please supplementally tell us why you believe your current
disclosure
complies, and similarly respond for the discussion of the
comparison
of your revenues in the MD&A of your September 30, 2004 Form 10-Q.

Fiscal 2004 Compared to Fiscal 2003 - Page 10

4. On page 11 you disclose a non-GAAP financial measure for gross
profit margin excluding restructuring costs of $29.5 million.  In
future filings, please comply with Item 10 of Regulation S-K
whenever
you present a non-GAAP financial measure that is subject to that
Item, or tell us why you believe your current disclosure does
comply.

Contractual Obligations and Commercial Commitments - Page 14

5. Please respond to the following comments:
(A) Under Item 303(a)(5) you should present your table of
contractual
obligations for at least the periods specified which are (a)
total,
(b) less than one year, (c) 1 - 3 years, (d) 3 - 5 years, and (e)
more than 5 years. Your table only includes 2005, 2006, 2007,
2008,
and thereafter. As such, you have not provided a total column, nor
amounts for the 3 - 5 year and more than 5 year categories. Please
revise future filings to comply.
(B) Please tell us why you have not reflected categories in the
table
for (a) purchase obligations and (b) other long-term liabilities
reflected on your balance sheet under GAAP.

Financial Statements and Supplementary Data - Page 19

Consolidated Statements of Income - Page 22

6. With respect to your impairment and write-down of investments
of
$5,089,000 in fiscal 2003, we note that $3.5 million of this
charge
relates to the write-off of certain licensed technology for a
product
that you intended to or did manufacture and market. As such, it
appears that this charge should be reflected within your cost of
sales and income from operations. Please revise future filings to
comply, or tell us why the current classification as a non-
operating
loss is appropriate under U.S. GAAP.
7. With respect to your impairment and write-down of investments
of
$12,570,000 in fiscal 2003, we note that at least $10 million of
this
charge relates to the write-off of an investment in a certain
affiliate`s common and preferred convertible securities. The
affiliate subsequently filed for Chapter 11 reorganization. Did
you
subsequently also write-off or down the subordinated debentures?
Please explain and quantify the amount of any charges and the
period
you recorded the charge. If you still have an amount reflected on
your financial statements for your investment in the common and
preferred convertible securities or subordinated debentures of
this
affiliate, please tell us why and quantify the amount as of June
30,
2004. Please also provide us with your analysis, with respect to
this
investment, for fiscal 2003 of the disclosure requirements of Item
4-
08(g) and Item 3-09 of Regulation S-X.

Note 2 - Significant Accounting Policies

Marketable Securities - Page 25

8. Please revise your future filings to provide the disclosures
required by paragraphs 19-21 of SFAS 115.

Goodwill and Intangible Assets - Page 26

9. Please revise future filings to provide a reconciliation of the
changes in goodwill as required by paragraph 45(c) of SFAS 142.

Revenue Recognition - Page 27

10. You disclose that you recognize revenue upon shipment of
product
and transfer of ownership to the customer. SAB Topic 13.A states
that
revenue generally is realized or realizable and earned when all of
the following criteria are met: (a) persuasive evidence of an
arrangement exists, (b) delivery has occurred or services have
been
rendered, (c) the seller`s price to the buyer is fixed and
determinable, and (d) collectibility is reasonably assured. Please
tell us and revise future filings to disclose how you consider
each
of these criteria in your revenue recognition policy.
11. We note that you disclose no warranty policy, but that you do
have a reserve for returns for defective product. Please cite the
accounting literature upon which you relied for this policy.
Please
note that under paragraph 4, SFAS 48 does not apply to sales
transactions in which a customer may return defective goods, such
as
under warranty provisions. You should account for warranty
provisions
under SFAS 5 and provide the disclosures required by FIN 45.
Please
revise or advise.
12. We reviewed response number 16 from your letter to the staff
dated March 19, 2004 and we have the following comments:

(A) Your disclosure for rights of return, inventory allowances,
price
protection and other allowances should explain (a) the nature and
terms of the rights/allowances, (b) how you determine the amount
to
accrue and the underlying rationale, and (c) the accounting for
and
judgments made with respect to assessing when to reverse the
accruals.  You should also disclose whether or not your
methodology
is disciplined, consistent, systematic, and rational. Please
provide
this information to us supplementally and in future filings. In
your
response, cite the accounting literature upon which you relied. In
addition, tell us and disclose in future filings where the amounts
are recorded in your financial statements.
(B) From your response we note that you provide rights of return
to
your customers for defective products as well as product that has
been discontinued or made obsolete.  Please revise your accounting
policy to clarify. We note that as a result of your 2003
restructuring you discontinued certain products. Did this action
have
a significant impact on your reserve? Please explain.
(C) Please provide us with a separate rollforward schedule of your
return, inventory allowance, price protection reserve, and other
allowance for the last three fiscal years and latest interim
period
showing all changes on a gross basis. Tell us why each amount is
not
included in Schedule II.
(D) We note that you provide your customers with allowances so
that
in the event that competition forces a lower resale price than
published to the distributors by Molex, the distributor may apply
to
Molex for an adjusted cost (buy price) on those specific items.
You
accrue for these allowances at the time of product shipment based
upon historical experience. Please address why you believe that
your
sales meet the fixed and determinable criteria of SAB 104. It
appears, from your response, that when you ship products to
customers
it is probable that those customers will demand, and/or you will
grant, additional rebates related to those sales. This practice
raises a question of whether your selling price meets the "fixed
or
determinable" criteria of SAB 101 because your sales price at the
time of shipment is contingent on the your future negotiation with
your customers` demands for rebates. That is, the selling price in
this case could not be fixed or determinable unless you could
reasonably estimate the amount of future rebates at the time of
shipment. If you could not estimate the rebates, you would defer
all
product revenue until either a rebate is demanded by the customer
and
granted by the company or the rebate demand by the customer
becomes
remote, i.e. the contingency is effectively resolved. If you
believe
that you can reasonably and reliably estimate the amount of future
rebates, you should disclose that fact and tell us the basis for
your
conclusion. Please note that you should evaluate each individual
sales transaction to determine whether or not it is probable when
you
ship the products that those customers will demand, and/or you
will
grant, additional rebates related to those sales and whether or
not
you can make a reasonable and reliable estimate.
(E) Please note that when one of the accruals or a reversal of an
accrual has a significant effect on sales or gross profit, you
should
quantify and discuss the impact in your MD&A.

Stock-Based Compensation - Page 27

13. Please revise future filings to include the disclosure of pro
forma information in the Significant Accounting Policies footnote.
Refer to paragraph 2(e) of SFAS 148.
14. Please tell us and revise future filings to disclose the
significant terms and accounting for your Deferred Compensation
Plan
under which you have credited phantom stock units to your
directors.
See discussion on pages 5 and 11 of your October 22, 2004
Definitive
Proxy Statement.

Reclassifications - Page 28

15. The reclassifications appear to be corrections of prior errors
(restatements) in the classification