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January 31, 2005

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, D.C. 20549-0305

Attention: Mr. Daniel Gordon, Branch Chief

    Re:
    Molex Incorporated (File No. 0-07491)

Form 10-K for the year ended June 30, 2004

          Filed September 10, 2004

Form 10-Q for the quarter ended September 30, 2004

Form 8-K’s dated November 11 and December 1, 2004

Ladies and Gentlemen:

On behalf of our client Molex Incorporated (the “Company”), this letter sets forth the Company’s
responses to comments on the above-referenced filings provided by the Staff of the Securities and
Exchange Commission by letter dated December 17, 2004.

The Staff’s comments are restated below in bold, italicized type, and are followed by the Company’s
responses thereto. All references herein to an Appendix or the Appendices refer to the Appendices
being provided to the Staff supplementally.

Senior management and the Board of Molex are committed to ensuring that financial reporting and
disclosure issues are appropriately identified and addressed in a timely fashion. As described in
the Company’s responses below, the Audit Committee has recommended and the Company has implemented
or is in the process of implementing a number of measures designed to strengthen Molex’s accounting
and financial reporting infrastructure and processes, including Molex’s intention to add a new
director to the Board who would serve on the Audit Committee and qualify as a “financial expert,”
to hire a CFO to replace the Company’s Acting CFO, who would continue to serve as an Executive Vice
President and President, Far East South of Molex, to hire a Chief Accounting Officer, and to
conduct management and Audit Committee training on accounting, financial reporting and internal
controls. As an interim measure, the Audit Committee has engaged Charles A. Bowsher as an
accounting advisor to assist the committee. The Audit Committee, together with its advisors, is
conducting a review of accounting matters identified in the Staff’s letter consistent with Molex’s
goal of developing and implementing appropriate “best practices” in its accounting and financial
reporting infrastructure and processes. The Audit Committee has engaged Ernst & Young LLP as the
Company’s independent auditor. Additionally, PricewaterhouseCoopers LLP continues to provide
services to the Company in connection with compliance matters related to Section 404 of the
Sarbanes-Oxley Act of 2002.

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.

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January 31, 2005

Page 2 of 42

    Response — In future filings, the Company will include in its Selected Financial Data
presentation definitions of its calculation of working capital, current ratio, and return on
beginning shareholders’ equity, as follows:

    •
    Working capital — current assets minus current liabilities;

    •
    Current ratio — current assets divided by current liabilities; and

    •
    Return on beginning shareholders’ equity — net income divided by total
shareholders’ equity as of the beginning of the reporting period.

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.

Response
—

    (A)
    In future Form 10-K filings, the Company will include a table in MD&A of the estimated
percentage of net revenue by industry market (i.e., computer, telecommunications, consumer
products, automotive, industrial and other) for the latest three fiscal years.

    (B)
    The Company lists over 100,000 products in its catalog and during fiscal 2004 shipped
over 55,000 different products. Currently, there is not a generally accepted or well
understood convention for categorization of connector products by groups of similar
products. Paragraph 37 of SFAS 31 states that “the amount of revenues reported shall be
based on the financial information used to produce the enterprise’s general purpose
financial statement.” Molex does not record revenues by any product grouping in its
general ledger, which is the basis used to prepare the Company’s consolidated financial
statements.

    (C)
    In future filings, the Company will use consistent terminology for its industry markets
in its Business and MD&A sections.

    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

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January 31, 2005

Page 3 of 42

    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

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January 31, 2005

Page 4 of 42

    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.

    Response — The Company provides the following information relative to the MD&A
disclosures in its Form 10-K for fiscal 2004 and its Form 10-Q for first quarter of fiscal 2005:

    The Company endeavors to include in its MD&A disclosures the information material to an
evaluation of the Company’s financial condition and operating performance as well as information
regarding the material opportunities, challenges and risks facing the Company. In accordance
with the Staff’s December 2003 MD&A interpretive release (Release 33-8350), in its MD&A
disclosures the Company seeks to focus on material information rather than immaterial
information that does not promote an understanding of the Company and its financial results.
This discussion is provided within the context of the Company’s business and operating results
and with respect to quantitative disclosures is necessarily limited to the information
reasonably available to management from the Company’s information systems. The Company
recognizes that qualitative disclosures are an integral aspect of MD&A disclosure, and
acknowledges the principles and interpretive guidance included in the December 2003 MD&A
interpretive release.

    Item 303(a)(3)(iii) of Regulation S-K provides that, to the extent that the financial statements
disclose material increases in net revenues, a narrative discussion of the extent to which such
increases are attributable to increases in prices or to increases in the volume or amount of
goods or services being sold or to the introduction of new products or services should be
included. The Company believes that the MD&A disclosures included in its Form 10-K for fiscal
2004 and its Form 10-Q for first quarter of fiscal 2005 provide a narrative discussion of the
key factors necessary to an understanding of the reasons for the increase in net sales. In
future filings, the Company proposes to provide additional disclosures as described below.

    As part of its normal financial reporting process, Molex calculates the estimated impact of
foreign currency translations on the revenue and cost sections of its income statement. To
assist it in evaluating changes in operating performance, the Company quantifies period

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January 31, 2005

Page 5 of 42

    over period “operational variances,” excluding foreign currency translation, by line item in the
income statement. To the extent material to an understanding of the Company’s business or
operating results, the Company endeavors to identify and explain factors driving such
operational variances in its MD&A disclosures. The Company also isolates the impact of
acquisitions on revenue and, where significant, the operating performance as part of its
financial reporting process. In addition, the Company tracks the impact of new products
released over a 36 month period, since management feels this is a more meaningful way to measure
the impact of new product revenue on any given year. The Company has disclosed the percentage
of revenue derived from the sale of new products released during the prior 36-month period. In
future filings, the Company will provide in MD&A both the percentage of revenue attributable to
new products (defined above) and the absolute revenue attributable to these new products for
each year covered in the MD&A. Thus, the impact on revenue of currency translation,
acquisitions and new products are readily quantifiable and included in MD&A.

    Molex offers over 100,000 discrete products for sale in its catalog and sold over 55,000
different products in fiscal 2004. No individual product is material to the Company’s business.
Given the broad diversity and number of products offered and sold by the Company, it is
difficult to provide meaningful disclosures about changes in volume of particular products or
product lines which would promote an understanding of the Company and its financial results in
any material respect. Where changes in product demand are material to an understanding of an
increase in net sales, the Company endeavors to identify such changes in demand in its narrative
discussion. In future filings, the Company will provide a narrative discussion of any
identified changes in volume (e.g., in major product lines or in overall unit sales growth)
which are material to an understanding of the Company’s business or operating results.

    The diversity and number of products offered and sold, the worldwide markets served by the
Company and the Company’s pricing policies in different regions makes generalized statements
about price changes challenging. For example, the same product may be sold in different
countries and markets at different prices. In future filings, the Company will provide a
narrative discussion of any identified changes in price (e.g., significant changes in the
Company’s pricing policies or price changes in major product lines) which are material to an
understanding of changes in the Company’s business or operating results. In future filings, the
Company will also seek to estimate the impact of price changes on revenue. To do this, the
Company will review the year-over-year change in price for the same products sold to the same
customer by the same Molex entity to develop an approximation of the impact of prices on
revenue.

    The Company submits the following disclosure as an example: