UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-Q


(Mark
      One)





**x**  **QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934**





For
      the
      quarterly period ended  March
      31,
      2007




or





**o**  **TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934**





For
      the
      transition period from _______________________  to
      ___________________________________





Commission
      File Number:  0-11676




BEL
      FUSE INC.


(Exact
      name of registrant as specified in its charter)


NEW
                  JERSEY
              22-1463699(State
                  of other jurisdiction of incorporation or organization)
              (I.R.S.
                  Employer Identification No.)
  206
                  Van Vorst Street
              Jersey
                  City, New Jersey
              07302(Address
                  of principal executive offices)
              
              (Zip
                  Code)




(201)
      432-0463


(Registrant's
      telephone number, including area code)




_______________________________________________________________


(Former
      name, former address and former fiscal year, if changed since last
      report)





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 and 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. xYes oNo





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer or a non-accelerated filer. See definition of "accelerated
      filer and large accelerated filer" in Rule 12b-12 of the Exchange
      Act.




o
      Large accelerated filer  x
      Accelerated filer  o
      Non-accelerated filer





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


o
      Yes x
      No




At
      May 1,
      2007, there were 2,687,921 shares of Class A Common Stock, $0.10 par value,
      outstanding and 9,198,477 shares of Class B Common Stock, $0.10 par value,
      outstanding.








BEL
          FUSE
          INC.
 INDEX
  PagePart
                    I
                
                Financial
                    InformationItem
                    1.
                Financial
                    Statements
                1Consolidated
                    Balance Sheets as of March 31, 2007(unaudited)
                    and December 31, 2006
                2-3Consolidated
                    Statements of Operations for theThree
                    Months Ended March 31, 2007 and 2006 (unaudited)
                4Consolidated
                    Statements of Stockholders' Equity forthe
                    Year Ended December 31, 2006 andthe
                    Three Months Ended March 31, 2007 (unaudited)
                5-6Consolidated
                    Statements of Cash Flows for the ThreeMonths
                    Ended March 31, 2007 and 2006 (unaudited)
                7-9Notes
                    to Consolidated Financial Statements (unaudited)
                10-29Item
                    2.
                Management's
                    Discussion and Analysis ofFinancial
                    Condition and Results of Operations
                30-45Item
                    3.
                Quantitative
                    and Qualitative Disclosures AboutMarket
                    Risk
                46Item
                    4.
                Controls
                    and Procedures
                47Part
                    II
                Other
                    InformationItem
                    1.
                Legal
                    Proceedings
                48-49Item
                    6.
                Exhibits
                50Signatures
                51







PART
      I.  Financial
      Information





Item
      1.  Financial
      Statements





Certain
      information and footnote disclosures required under accounting principles
      generally accepted in the United States of America have been condensed or
      omitted from the following consolidated financial statements pursuant to the
      rules and regulations of the Securities and Exchange Commission. It is suggested
      that the following consolidated financial statements be read in conjunction
      with
      the year-end consolidated financial statements and notes thereto included in
      the
      Company's Annual Report on Form 10-K for the year ended December 31,
      2006.





The
      results of operations for the three months ended March 31, 2007 and 2006 are
      not
      necessarily indicative of the results for the entire fiscal year or for any
      other period.





-1-




**BEL
                  FUSE INC. AND SUBSIDIARIES****CONSOLIDATED
                  BALANCE SHEETS**
  March
                  31,
              
              December
                  31,2007
              
              2006(Unaudited)**ASSETS**Current
                  Assets:Cash
                  and cash equivalents
              
              $
              69,071,260
              
              $
              76,760,543Marketable
                  securities
              
              
              34,251,254
              
              
              15,576,212Accounts
                  receivable - less allowance for doubtfulaccounts
                  of $972,000 and $1,087,000 atMarch
                  31, 2007 and December 31, 2006, respectively
              
              
              42,465,718
              
              
              43,765,750Inventories
              
              
              44,592,305
              
              
              46,297,208Prepaid
                  expenses and other currentassets
              
              
              1,486,067
              
              
              1,382,807Deferred
                  income taxes
              
              
              -
              
              
              1,665,857Assets
                  held for sale
              
              
              961,049
              
              
              848,049Total
                  Current Assets
              
              
              192,827,653
              
              
              186,296,426Property,
                  plant and equipment - net
              
              
              45,044,484
              
              
              44,289,159Deferred
                  income taxes
              
              
              3,656,814
              
              
              3,425,375Intangible
                  assets - net
              
              
              1,668,074
              
              
              1,892,417Goodwill
              
              
              28,117,143
              
              
              28,117,143Other
                  assets
              
              
              5,190,136
              
              
              4,476,990TOTAL
                  ASSETS
              
              $
              276,504,304
              
              $
              268,497,510
 See
          notes
          to consolidated financial statements.
  -2-
  **BEL
                    FUSE INC. AND SUBSIDIARIES****CONSOLIDATED
                    BALANCE SHEETS**
  March
                    31,
                
                December
                    31,2007
                
                2006(Unaudited)**LIABILITIES
                    AND STOCKHOLDERS' EQUITY**Current
                    Liabilities:Accounts
                    payable
                
                $
                16,230,342
                
                $
                17,244,937Accrued
                    expenses
                
                
                10,745,206
                
                
                12,713,417Deferred
                    income taxes
                
                
                869,771
                
                
                -Income
                    taxes payable
                
                
                6,764,603
                
                
                11,094,107Dividends
                    payable
                
                
                574,900
                
                
                566,583Total
                    Current Liabilities
                
                
                35,184,822
                
                
                41,619,044Long-term
                    Liabilities:Liability
                    for uncertain tax positions
                
                
                5,064,000
                
                
                -Minimum
                    pension obligation andunfunded
                    pension liability
                
                
                5,044,669
                
                
                4,728,286Total
                    Long-term Liabilities
                
                
                10,108,669
                
                
                4,728,286Total
                    Liabilities
                
                
                45,293,491
                
                
                46,347,330Commitments
                    and ContingenciesStockholders'
                    Equity:Preferred
                    stock, no par value,authorized
                    1,000,000 shares;none
                    issued
                
                
                -
                
                
                -Class
                    A common stock, par value$.10
                    per share - authorized10,000,000
                    shares; outstanding2,702,677
                    and 2,702,677 shares, respectively(net
                    of 1,072,770 treasury shares)
                
                
                270,268
                
                
                270,268Class
                    B common stock, par value$.10
                    per share - authorized30,000,000
                    shares; outstanding 9,188,977and
                    9,167,665 shares, respectively(net
                    of 3,218,310 treasury shares)
                
                
                918,898
                
                
                916,767Additional
                    paid-in capital
                
                
                32,779,197
                
                
                31,826,046Retained
                    earnings
                
                
                194,403,890
                
                
                190,952,754Cumulative
                    other comprehensiveincome
                    (loss)
                
                
                2,838,560
                
                
                (1,815,655
                )Total
                    Stockholders' Equity
                
                
                231,210,813
                
                
                222,150,180TOTAL
                    LIABILITIES ANDSTOCKHOLDERS'
                    EQUITY
                
                $
                276,504,304
                
                $
                268,497,510
 See
            notes
            to consolidated financial statements.
 -3-
  **BEL
                    FUSE INC. AND SUBSIDIARIES****CONSOLIDATED
                    STATEMENTS OF OPERATIONS**(Unaudited)
  Three
                    Months EndedMarch
                    31,2007
                
                2006Net
                    Sales
                
                $
                61,806,676
                
                $
                54,626,248Costs
                    and expenses:Cost
                    of sales
                
                
                47,891,326
                
                
                39,986,889Selling,
                    general and administrative
                
                
                9,482,520
                
                
                9,377,185Casualty
                    loss
                
                
                -
                
                
                963,79157,373,846
                
                
                50,327,865Income
                    from operations
                
                
                4,432,830
                
                
                4,298,383Interest
                    expense and other costs
                
                
                (121,937
                )
                
                (115,680
                )Interest
                    income
                
                
                833,243
                
                
                512,596Earnings
                    before provision for income taxes
                
                
                5,144,136
                
                
                4,695,299Income
                    tax provision
                
                
                1,135,000
                
                
                698,000Net
                    earnings
                
                $
                4,009,136
                
                $
                3,997,299Earnings
                    per share (2006, as restated, see Note 1)Earnings
                    per Class A common shareBasic
                
                $
                0.32
                
                $
                0.32Diluted
                
                $
                0.32
                
                $
                0.32Weighted
                    average Class A common sharesoutstanding
                    - basic
                
                
                2,702,677
                
                
                2,702,677Weighted
                    average Class A common sharesoutstanding
                    - diluted
                
                
                2,702,677
                
                
                2,702,677Earnings
                    per Class B common shareBasic
                
                $
                0.34
                
                $
                0.35Diluted
                
                $
                0.34
                
                $
                0.34Weighted
                    average Class B common sharesoutstanding
                    - basic
                
                
                9,172,736
                
                
                9,046,968Weighted
                    average Class B common sharesoutstanding
                    - diluted
                
                
                9,206,463
                
                
                9,110,340
 See
            notes
            to consolidated financial statements.
 -4-
  **BEL
                    FUSE INC. AND SUBSIDIARIES****CONSOLIDATED
                    STATEMENTS OF STOCKHOLDERS' EQUITY**(Unaudited)
  AccumulatedOther
                
                
                
                
                
                
                
                DeferredCompre-
                
                
                
                Compre-
                
                Class
                    A
                
                Class
                    B
                
                Additional
                
                Stock-hensive
                
                Retained
                
                hensive
                
                Common
                
                Common
                
                Paid-In
                
                BasedTotal
                
                Income
                
                Earnings
                
                Income
                
                Stock
                
                Stock
                
                Capital
                
                CompensationBalance,
                    January 1, 2006
                
                $
                201,576,549
                
                
                
                
                $
                167,991,188
                
                $
                4,262,867
                
                $
                270,268
                
                $
                901,327
                
                $
                31,713,608
                
                $
                (3,562,709
                )Exercise
                    of stockoptions
                
                
                3,186,587
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                13,280
                
                
                3,173,307Tax
                    benefits arisingfrom
                    the disposition ofnon-qualifiedincentive
                    stock options
                
                
                336,456
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                336,456
                
                
                -Cash
                    dividends declared on Class Acommon
                    stock
                
                
                (430,940
                )
                
                
                
                
                (430,940
                )Cash
                    dividends declared on Class Bcommon
                    stock
                
                
                (1,810,847
                )
                
                
                
                
                (1,810,847
                )Issuance
                    of restricted commonstock
                
                
                -
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                2,160
                
                
                (2,160
                )Deferred
                    stock-basedcompensation
                
                
                (1,403,157
                )
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (1,403,157
                )
                
                -Currency
                    translationadjustment
                
                
                387,822
                
                $
                387,822
                
                
                
                
                
                387,822Change
                    in unrealized gain or loss onmarketable
                    securities-net
                    of taxes
                
                
                (4,819,632
                )
                
                (4,819,632
                )
                
                
                
                
                (4,819,632
                )Stock-based
                    compensationexpense
                
                
                1,570,701
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                1,570,701
                
                
                -Adoption
                    of SFAS No. 123 (R)
                
                
                -
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (3,562,709
                )
                
                3,562,709Unfunded
                    SERP liability-netof
                    taxes upon adoption of SFAS No. 158
                
                
                (1,646,712
                )
                
                
                
                
                
                
                
                (1,646,712
                )Net
                    earnings
                
                
                25,203,353
                
                
                25,203,353
                
                
                25,203,353Comprehensive
                    income
                
                
                
                
                
                20,771,543Balance,
                    December 31, 2006
                
                
                222,150,180
                
                
                
                
                
                190,952,754
                
                
                (1,815,655
                )
                
                270,268
                
                
                916,767
                
                
                31,826,046
                
                
                -
 See
            notes
            to consolidated financial statements.
 -5-
 **BEL
                    FUSE INC. AND SUBSIDIARIES****CONSOLIDATED
                    STATEMENTS OF STOCKHOLDERS' EQUITY****(Unaudited)**
  AccumulatedOtherCompre-
                
                
                
                Compre-
                
                Class
                    A
                
                Class
                    B
                
                Additionalhensive
                
                Retained
                
                hensive
                
                Common
                
                Common
                
                Paid-InTotal
                
                Income
                
                Earnings
                
                Income
                
                Stock
                
                Stock
                
                CapitalExercise
                    of stockoptions
                
                
                488,958
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                2,131
                
                
                486,827Tax
                    benefits arisingfrom
                    the disposition ofnon-qualifiedincentive
                    stock options
                
                
                62,491
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                62,491Cash
                    dividends declared on Class Acommon
                    stock
                
                
                (107,735
                )
                
                
                
                
                (107,735
                )Cash
                    dividends declared on Class Bcommon
                    stock
                
                
                (450,265
                )
                
                
                
                
                (450,265
                )Currency
                    translationadjustment
                
                
                358,024
                
                $
                358,024
                
                
                
                
                
                358,024Change
                    in unrealized gain orloss
                    on marketable securities-net
                    of taxes
                
                
                4,296,191
                
                
                4,296,191
                
                
                
                
                
                4,296,191Stock-based
                    compensationexpense
                
                
                403,833
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                403,833Net
                    earnings
                
                
                4,009,136
                
                
                4,009,136
                
                
                4,009,136Comprehensive
                    income
                
                
                
                
                $
                8,663,351Balance,
                    March 31, 2007
                
                $
                231,210,813
                
                
                
                
                $
                194,403,890
                
                $
                2,838,560
                
                $
                270,268
                
                $
                918,898
                
                $
                32,779,197
 See
            notes
            to consolidated financial statements.
 -6-
  **BEL
                    FUSE INC. AND SUBSIDIARIES****CONSOLIDATED
                    STATEMENTS OF CASH FLOWS****(Unaudited)**
  Three
                    Months EndedMarch
                    312007
                
                2006Cash
                    flows from operatingactivities:Net
                    earnings
                
                $
                4,009,136
                
                $
                3,997,299Adjustments
                    to reconcile netincome
                    to net cash providedby
                    operating activities:Depreciation
                    and amortization
                
                
                1,915,952
                
                
                2,519,445Casualty
                    loss
                
                
                -
                
                
                963,791Stock-based
                    compensation
                
                
                403,833
                
                
                373,970Excess
                    tax benefits from share-basedpayment
                    arrangements
                
                
                (62,491
                )
                
                (107,105
                )Other
                
                
                185,296
                
                
                297,874Deferred
                    income taxes
                
                
                (224,000
                )
                
                (638,000
                )Changes
                    in operating assetsand
                    liabilities
                
                
                676,640
                
                
                (2,545,566
                )Net
                    Cash Provided byOperating
                    Activities
                
                
                6,904,366
                
                
                4,861,708Cash
                    flows from investing activities:Purchase
                    of property, plantand
                    equipment
                
                
                (2,826,854
                )
                
                (2,472,483
                )Purchase
                    of marketablesecurities
                
                
                (11,801,386
                )
                
                -Payment
                    for acquisitions - net ofcash
                    acquired
                
                
                -
                
                
                (2,178,276
                )Proceeds
                    from sale ofmarketable
                    securities
                
                
                -
                
                
                93,500Net
                    Cash Used inInvesting
                    Activities
                
                
                (14,628,240
                )
                
                (4,557,259
                )
 See
            notes
            to consolidated financial statements.
 -7-
  **BEL
                    FUSE INC. AND SUBSIDIARIES****CONSOLIDATED
                    STATEMENTS OF CASH FLOWS (Continued)****(Unaudited)**
  Three
                    Months EndedMarch
                    31,2007
                
                2006Cash
                    flows from financingactivities:Proceeds
                    from exercise ofstock
                    options
                
                
                488,958
                
                
                1,358,556Dividends
                    paid to commonshareholders
                
                
                (558,139
                )
                
                (552,000
                )Excess
                    tax benefits from share-basedpayment
                    arrangements
                
                
                62,491
                
                
                107,105Net
                    Cash Provided By (Used In)Financing
                    Activities
                
                
                (6,690
                )
                
                913,661Effect
                    of exchange rate changes on cash
                
                
                41,281
                
                
                34,695Net
                    Increase (decrease) inCash
                    and Cash Equivalents
                
                
                (7,689,283
                )
                
                1,252,805Cash
                    and Cash Equivalents-
                    beginning of year
                
                
                76,760,543
                
                
                51,997,634Cash
                    and Cash Equivalents-
                    end of year
                
                $
                69,071,260
                
                $
                53,250,439Changes
                    in operating assetsand
                    liabilities consist of:Decrease
                    (increase) in accountsreceivable
                
                $
                1,525,056
                
                $
                (572,712
                )Decrease
                    (increase) in inventories
                
                
                1,771,589
                
                
                (2,849,918
                )Increase
                    in prepaid expenses and othercurrent
                    assets
                
                
                (103,260
                )
                
                (1,510,540
                )(Increase)
                    in other assets
                
                
                (163,143
                )
                
                (574,188
                )(Decrease)
                    increase in accounts payable
                
                
                (1,017,025
                )
                
                2,500,286Increase
                    in income taxes payable
                
                
                796,987
                
                
                444,488(Decrease)
                    increase in accrued expenses
                
                
                (2,133,564
                )
                
                17,018$
                676,640
                
                $
                (2,545,566
                )
 See
            notes
            to consolidated financial statements.
 -8-
  **BEL
                    FUSE INC. AND SUBSIDIARIES****CONSOLIDATED
                    STATEMENTS OF CASH FLOWS (Concluded)****(Unaudited)**
  Three
                    Months EndedMarch
                    31,2007
                
                2006Supplementary
                    information:Cash
                    paid during the quarter for:Income
                    taxes
                
                $
                493,000
                
                $
                556,000Interest
                
                $
                -
                
                $
                27,232Details
                    of acquisitions:Intangibles
                
                $
                -
                
                $
                178,276Goodwill
                
                
                -
                
                
                2,000,000Cash
                    paid for acquisitions
                
                $
                -
                
                $
                2,178,276
 See
            notes
            to consolidated financial statements.
 -9-


BEL
      FUSE
      INC. AND SUBSIDIARIES


NOTES
      TO
      UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS




1.
            BASIS
                OF PRESENTATION AND ACCOUNTING
                POLICIES




The
      consolidated balance sheet as of March 31, 2007, and the consolidated statements
      of operations, stockholders' equity and cash flows for the periods presented
      herein have been prepared by Bel Fuse Inc. (the "Company" or "Bel") and are
      unaudited. In the opinion of management, all adjustments (consisting solely
      of
      normal recurring adjustments) necessary to present fairly the financial
      position, results of operations, changes in stockholders' equity and cash flows
      for all periods presented have been made. The information for the consolidated
      balance sheet as of December 31, 2006 was derived from audited financial
      statements.





Accounting
      Policies




DESCRIPTION
      OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Bel
      Fuse Inc. and subsidiaries operate in one industry with three geographic
      reporting segments and are engaged in the design, manufacture and sale of
      products used in local area networking, telecommunication, business equipment
      and consumer electronic applications. The Company manages its operations
      geographically through its three reporting units: North America, Asia and
      Europe. Sales are predominantly in North America, Europe and Asia.




PRINCIPLES
      OF CONSOLIDATION - The
      consolidated financial statements include the accounts of the Company and its
      wholly owned subsidiaries, including businesses acquired since their respective
      dates of acquisition. All intercompany transactions and balances have been
      eliminated.





USE
      OF
      ESTIMATES - The
      preparation of the consolidated financial statements in conformity with
      accounting principles generally accepted in the United States of America
      requires management to make estimates and assumptions that affect the reported
      amounts of assets and liabilities and disclosure of contingent assets and
      liabilities at the date of the financial statements and the reported amounts
      of
      revenues and expenses during the reporting period. Actual results could differ
      from those estimates.





CASH
      EQUIVALENTS - Cash
      equivalents include short-term investments in U.S. treasury bills and commercial
      paper with an original maturity of three months or less when purchased. At
      March
      31, 2007 and December 31, 2006, cash equivalents approximated $24,486,000 and
      $35,843,000, respectively.





MARKETABLE
      SECURITIES - The
      Company classifies its equity securities as "available for sale", and
      accordingly, reflects unrealized gains and losses, net of deferred income taxes,
      as a component of accumulated other comprehensive income.





The
      fair
      values of marketable securities are based on quoted market prices. Realized
      gains or losses from the sale of marketable securities are based on the specific
      identification method.


-10-


ACQUISITION
      EXPENSES - The
      Company capitalizes all direct costs associated with proposed acquisitions.
      If
      the proposed acquisition is consummated, such costs will be included as a
      component of the overall cost of the acquisition. Such costs are expensed at
      such time as the Company deems the consummation of a proposed acquisition to
      be
      unsuccessful.





FOREIGN
      CURRENCY TRANSLATION - The
      functional currency for some foreign operations is the local currency. Assets
      and liabilities of foreign operations are translated at exchange rates as of
      the
      balance sheet date, and income, expense and cash flow items are translated
      at
      the average exchange rate for the applicable period. Translation adjustments
      are
      recorded in Other Comprehensive Income. The U.S. Dollar is used as the
      functional currency for certain foreign operations that conduct their business
      in U.S. Dollars. Realized foreign currency (gains) losses were $(2,800) and
      $41,000 for the three months ended March 31, 2007 and 2006, respectively, and
      have been expensed in the consolidated statements of operations.





CONCENTRATION
      OF CREDIT RISK - Financial
      instruments which potentially subject the Company to concentrations of credit
      risk consist principally of accounts receivable and temporary cash investments.
      The Company grants credit to customers that are primarily original equipment
      manufacturers and to subcontractors of original equipment manufacturers based
      on
      an evaluation of the customer's financial condition, without requiring
      collateral. Exposure to losses on receivables is principally dependent on each
      customer's financial condition. The Company controls its exposure to credit
      risk
      through credit approvals, credit limits and monitoring procedures and
      establishes allowances for anticipated losses.





The
      Company places its temporary cash investments with quality financial
      institutions and commercial issuers of short-term paper and, by policy, limits
      the amount of credit exposure in any one financial instrument.





INVENTORIES
      - Inventories
      are stated at the lower of weighted average cost or market.





REVENUE
      RECOGNITION - The
      Company recognizes revenue in accordance with the guidance contained in SEC
      Staff Accounting Bulletin No. 104, "Revenue Recognition in Financial
      Statements". Revenue is recognized when the product has been delivered and
      title
      and risk of loss has passed to the customer, collection of the resulting
      receivable is deemed reasonably assured by management, persuasive evidence
      of an
      arrangement exists and the sales price is fixed and determinable. Substantially
      all of the Company's shipments are FCA (free carrier) which provides for title
      to pass upon delivery to the customer's freight carrier. Some product is shipped
      DDP/DDU with title passing when the product arrives at the customer's
      dock.




-11-


For
      certain customers, the Company provides consigned inventory, either at the
      customer’s facility or at a third party warehouse. Sales of consigned inventory
      are recorded when the customer withdraws inventory from consignment **.** During
      all periods in 2007 and 2006, inventory on consignment was
      immaterial.





The
      Company typically has a twelve-month warranty policy for workmanship defects.
      Warranty returns have historically averaged at or below 1% of annual net sales.
      The Company establishes warranty reserves when a warranty issue becomes known
      as
      warranty claims have historically been immaterial. No general reserves for
      warranties have been established.





The
      Company is not contractually obligated to accept returns except for defective
      product or in instances where the product does not meet the customer's quality
      specifications. However, the Company may permit its customers to return product
      for other reasons. In these instances, the Company would generally require
      a
      significant cancellation penalty payment by the customer. The Company estimates
      such returns, where applicable, based upon management's evaluation of historical
      experience, market acceptance of products produced and known negotiations with
      customers. Such estimates are deducted from gross sales and provided for at
      the
      time revenue is recognized.





GOODWILL
      - The
      Company tests goodwill for impairment annually (fourth quarter), using a fair
      value approach at the reporting unit level. A reporting unit is an operating
      segment or one level below an operating segment for which discrete financial
      information is available and reviewed regularly by management. Assets and
      liabilities of the Company have been assigned to the reporting units to the
      extent that they are employed in or are considered a liability related to the
      operations of the reporting unit and were considered in determining the fair
      value of the reporting unit.





DEPRECIATION
      - Property,
      plant and equipment are stated at cost less accumulated depreciation and
      amortization. Depreciation and amortization are calculated primarily using
      the
      declining-balance method for machinery and equipment and the straight-line
      method for buildings and improvements over their estimated useful lives.





INCOME
      TAXES - The
      Company accounts for income taxes using an asset and liability approach under
      which deferred income taxes are recognized by applying enacted tax rates
      applicable to future years to the differences between the financial statement
      carrying amounts and the tax bases of reported assets and
      liabilities.





For
      that
      portion of foreign earnings that have not been repatriated, an income tax
      provision has not been recorded for U.S. federal income taxes on the
      undistributed earnings of foreign subsidiaries as such earnings are intended
      to
      be permanently reinvested in those operations. Such earnings would become
      taxable upon the sale or liquidation of these foreign subsidiaries or upon
      the
      repatriation of earnings.





-12-




The
      principal items giving rise to deferred taxes are unrealized gains/losses on
      marketable securities available for sale, the use of accelerated depreciation
      methods for machinery and equipment, timing differences between book and tax
      amortization of intangible assets and goodwill and certain expenses including
      the SERP which have been deducted for financial reporting purposes which are
      not
      currently deductible for income tax purposes.





Effective
      January 1, 2007, uncertain tax positions are accounted for in accordance with
      FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes.” See
      Note 7 for further discussion.





STOCK-BASED
      COMPENSATION - The
      Company has one stock-based compensation plan under which both incentive
      stock-options and restricted stock awards are granted to employees and
      directors. Effective January 1, 2006, the Company accounts for stock-based
      compensation under Statement of Financial Accounting Standards ("SFAS") No.
      123
      (R), "Share-Based Payment". The Company adopted SFAS 123(R) using the modified
      prospective method. Under modified prospective application, this SFAS applies
      to
      new awards and to awards modified, repurchased, or cancelled after the required
      effective date. Additionally, compensation costs for the portion of the awards
      for which the requisite service has not been rendered that are outstanding
      as of
      the required effective date are being recognized as the requisite service is
      rendered after the required effective date. The compensation cost for the portion
      of awards is based on the grant-date fair value of those awards as calculated
      for either recognition or pro forma disclosures under SFAS 123. Changes to
      the
      grant-date fair value of equity awards granted before the required effective
      date of this Statement are precluded. The compensation cost for those earlier
      awards is attributed to periods beginning on or after the required effective
      date of this SFAS using the attribution method that was used under SFAS 123,
      except that the method of recognizing forfeitures only as they occur was not
      continued.




No
      options or other stock based compensation were granted during the three months
      ended March 31, 2007 and 2006.





-13-




RESEARCH
      AND DEVELOPMENT - Research
      and development costs are expensed as incurred, and are included in cost of
      sales. Generally all research and development is performed internally for the
      benefit of the Company. The Company does not perform such activities for others.
      Research and development costs include salaries, building maintenance and
      utilities, rents, materials, administration costs and miscellaneous other items.
      Research and development expenses for the three months ended March 31, 2007
      and
      2006 amounted to $1.7 million and $1.6 million, respectively.





EVALUATION
      OF LONG-LIVED ASSETS - The
      Company reviews property and equipment and finite-lived intangible assets for
      impairment whenever events or changes in circumstances indicate the carrying
      value may not be recoverable in accordance with guidance in SFAS No. 144,
“Accounting for the Impairment or Disposal of Long-Lived Assets.” If the
      carrying value of the long-lived asset exceeds the present value of the related
      estimated future cash flows, the asset would be adjusted to its fair value
      and
      an impairment loss would be charged to operations in the period
      identified.





CASUALTY
      LOSS - During
      February 2006, the Company incurred a $964,000 pre-tax casualty loss primarily
      for raw materials destroyed by a fire at the Company's leased manufacturing
      facility in the Dominican Republic.




EARNINGS
      PER SHARE (RESTATED) - Subsequent to the issuance of its Consolidated Financial Statements for the
      year
      ended December 31, 2005, the Company determined that the method it uses to
      report earnings per share should utilize the two-class method, displaying
      earnings per share separately for both Class A and Class B common stock, rather
      than only one class as previously reported. The two-class method is an earnings
      allocation formula that determines earnings per share for each class of common
      stock according to dividends declared and participation rights in undistributed
      earnings. The Company’s Certificate of Incorporation, as amended, states that
      Class B common shares are entitled to dividends at least 5% greater than
      dividends paid to Class A common shares, resulting in the two-class method
      of
      computing earnings per share. In computing earnings per share, the Company
      has
      allocated actual dividends declared to Class A and Class B based on amounts
      actually declared. In computing earnings per share, 5% more of the undistributed
      earnings have been allocated to Class B shares than to the Class A shares on
      a
      per share basis. Previously, all shareholders were assumed to share in the
      earnings equally. As a result, the earnings per share disclosures in the
      accompanying Consolidated Financial Statements for the three months ended March
      31, 2006, have been restated to reflect the two-class method of computing
      earnings per share. Basic earnings per common share are computed by dividing
      net
      earnings by the weighted average number of common shares outstanding during
      the
      period. Diluted earnings per common share, for each class of common stock,
      are
      computed by dividing net earnings by the weighted average number of common
      shares and potential common shares outstanding during the period. Potential
      common shares used in computing diluted earnings per share relate to stock
      options for Class A and B common shares which, if exercised, would have a
      dilutive effect on earnings per share.





-14-




Three
                  Months Ended
              
              As
                  PreviouslyMarch
                  31, 2006
              
              Reported
              
              As
                  RestatedBasic
              
              $
              0.34Diluted
              
              $
              0.34Class
                  A - Basic
              
              
              
              
              $
              0.32Class
                  B- Basic
              
              
              
              
              $
              0.32Class
                  A- Diluted
              
              
              
              
              $
              0.35Class
                  B - Diluted
              
              
              
              
              $
              0.34


The
      previously reported weighted average shares outstanding for the quarter ended
      March 31, 2006 were as follows:


2006Basic
              
              
              11,749,645Diluted
              
              
              11,813,017


The
      following table includes a reconciliation of shares used in the calculation
      of
      basic and diluted earnings per share for Class A and Class B common shares
      for
      the three months ended March 31, 2007 and 2006:


2007
              
              2006(As
                  restated)Class
                  A Common SharesWeighted
                  average shares outstanding - basic
              
              
              2,702,677
              
              
              2,702,677Dilutive
                  impact of stock options andunvested
                  restricted stock awards
              
              
              -
              
              
              -Weighted
                  average shares oustanding - diluted
              
              
              2,702,677
              
              
              2,702,677Class
                  B Common SharesWeighted
                  average shares outstanding - basic
              
              
              9,172,736
              
              
              9,046,968Dilutive
                  impact of stock options andunvested
                  restricted stock awards
              
              
              33,727
              
              
              63,372


Weighted
                average shares oustanding - diluted
            
            
            9,206,463
            
            
            9,110,340




During
      the quarter ended March 31, 2007 and 2006, 14,000 and 16,000 outstanding
      options, respectively, were not included in the foregoing computations for
      Class
      B common shares because they were antidilutive.





FAIR
      VALUE OF FINANCIAL INSTRUMENTS - For
      financial instruments, including cash and cash equivalents, marketable
      securities, accounts receivable, accounts payable and accrued expenses, the
      carrying amount of bank debt is a reasonable estimate of its fair
      value.




-15-




2.
            GOODWILL
                AND OTHER INTANGIBLES





Goodwill
      represents the excess of the purchase price and related acquisition costs over
      the value assigned to the net tangible and other intangible assets with finite
      lives acquired in a business acquisition.




Other
      intangibles include patents, product information, covenants not-to-compete
      and
      supply agreements. Amounts assigned to these intangibles have been determined
      by
      management. Management considered a number of factors in determining the
      allocations, including valuations and independent appraisals. Other intangibles
      are being amortized over 1 to 10 years. Amortization expense was $224,000 and
      $795,000 for the three months ended March 31, 2007 and 2006,
      respectively.





Under
      the
      terms of the E-Power LTD (“E-Power”) and Current Concepts, Inc. (“Current
      Concepts”) acquisition agreements of May 11, 2001, the Company was required to
      make contingent purchase price payments up to an aggregate of $7.6 million
      should the acquired companies attain specified related sales levels. E-Power was
      to be paid
      $2.0 million in contingent purchase price payments if sales reached $15.0
      million and an additional $4.0 million if sales reached $25.0
      million on a cumulative basis through May 2007. During January 2006, the $2.0
      million of contingent purchase price consideration was earned by
      E-Power  and
      during February
      2006, E-Power was paid $2.0 million in contingent purchase price
      payments **.** During
      September 2006, an additional $4.0 million was earned when
      sales reached $25.0 million on a cumulative basis and,
      as a
      result, $4.0 million was paid in November 2006, and accounted for as additional
      purchase price and as an increase to goodwill. No additional payments will
      be
      made under the E-Power agreement. Current Concepts was
      to be paid
      16% of the first $10.0 million in sales through May 2007. This $10.0 million
      benchmark was reached during the second quarter of 2006 and therefore, no
      additional payments will be made. During
      the three months ended March 31, 2006, the Company paid approximately $178,000
      in contingent purchase price payments to Current Concepts. The contingent
      purchase price payments for Current Concepts are accounted for as additional
      purchase price and as an increase to covenants not to compete within intangible
      assets when such payment obligations are incurred.





-16-






3.
                    MARKETABLE
                        SECURITIES





The
      Company has cumulatively acquired a total of 5,874,919 shares, or approximately
      6% of the
      outstanding shares ,
      of the
      common stock of Toko, Inc. (“Toko”) at a total purchase price of $18.0 million.
      Toko had a market capitalization of approximately $373 million as of March
      31,
      2007. These shares are reflected on the Company’s consolidated balance sheet as
      marketable securities. These marketable securities are considered to be
      available for sale under SFAS No. 115, “Accounting for Certain Investments in
      Debt and Equity Securities”. Thus, as of March 31, 2007, the Company has
      recorded an unrealized gain, net of income taxes of approximately $2.7 million
      which is included in accumulated other comprehensive income in stockholders’
equity. Subsequent to the balance sheet date, the Company sold 4,034,000 shares
      of common stock of Toko on the open market which resulted in a gain, net of
      investment banker fees and other expenses and income tax expense, of
      approximately $1.5 million.





At
      March
      31, 2007 and December 31, 2006, respectively, marketable securities have a
      cost
      of approximately $29,836,000 and $18,031,000, an estimated fair value of
      approximately $34,251,000 and $15,576,000 and gross unrealized gains (losses)
      of
      approximately $4,415,000 and $(2,455,000). Such unrealized gains (losses) are
      included, net of tax, in accumulated other comprehensive income. The Company
      had
      no realized losses for the three months ended March 31, 2007 and $88,000 of
      realized losses for the three months ended March 31, 2006. Included in other
      assets at March 31, 2007 and December 31, 2006 are marketable securities
      designated for utilization in accordance with the Company’s SERP plan with a
      cost of approximately $3,420,000, respectively, and an estimated fair value
      of
      approximately $3,820,000 and $3,766,000, respectively. Such unrealized net
      gains
      are included, net of tax expense, in other comprehensive income.





4.
            INVENTORIES





The
      components of inventories are as follows:


March
                  31,
              
              December
                  31,2007
              
              2006Raw
                  materials
              
              $
              25,377,407
              
              $
              24,374,438Work
                  in progress
              
              
              3,525,001
              
              
              3,531,148Finished
                  goods
              
              
              15,689,897
              
              
              18,391,622$
              44,592,305
              
              $
              46,297,208


5.
                SEGMENT
                    INFORMATION





The
      Company operates in one industry with three reportable segments. The segments
      are geographic and include North America, Asia and Europe. The primary criteria
      by which financial performance is evaluated and resources are allocated are
      revenues and operating income. The following is a summary of key financial
      data:




Three
                  Months EndedMarch
                  31,2007
              
              2006Total
                  segment revenuesNorth
                  America
              
              $
              18,430,528
              
              $
              18,494,886Asia
              
              
              46,036,465
              
              
              38,905,599Europe
              
              
              9,134,152
              
              
              5,684,833Total
                  segment revenues
              
              
              73,601,145
              
              
              63,085,318Reconciling
                  items:Intersegment
                  revenues
              
              
              (11,794,469
              )
              
              (8,459,070
              )Net
                  sales
              
              $
              61,806,676
              
              $
              54,626,248Income
                  (loss) from Operations:North
                  America
              
              $
              1,102,011
              
              $
              (893,902
              )Asia
              
              
              3,156,751
              
              
              4,840,319Europe
              
              
              174,068
              
              
              351,966$
              4,432,830
              
              $
              4,298,383




-17-




6.
            DEBT





Short-term
      debt





In
      the
      current quarter the Company entered into a new unsecured credit agreement in
      the
      amount of $20 million, which expires on July 21, 2008. There was no balance
      outstanding as of March 31, 2007. At that date, the entire $20 million line
      of
      credit was available to the Company to borrow. The credit agreement bears
      interest at LIBOR plus 0.75% to 1.25% based on certain financial statement
      ratios maintained by the Company.





The
      Company’s Hong Kong subsidiary has an unsecured line of credit of approximately
      $2 million which was unused as of March 31, 2007. The line of credit expires
      July 31, 2007. Borrowing on the line of credit is guaranteed by the U.S. parent.
      The line of credit bears interest at a rate determined by the bank as the
      financing is extended.




Included
        in interest expense for the three months ended March 31, 2007 is the write-off
        of approximately $100,000 of previously unamortized deferred financing charges
        in connection with the old credit facility.





7.
            INCOME
                TAXES





The
      Company adopted the provisions of FASB Interpretation No. 48, Accounting for
      Uncertainties in Income Taxes (“FIN 48”), on January 1, 2007. Although the
      implementation of FIN 48 did not impact the amount of the Company’s liabilities
      for uncertain tax positions, approximately $5.1 million of the Company’s
      liability for uncertain tax positions was reclassified to non-current
      liabilities.





The
      Company has approximately $12.6 million of liabilities for uncertain tax
      positions all of which, if recognized, would reduce the Company’s effective tax
      rate.




-18-




The
      Company and its subsidiaries file income tax returns in the U.S. federal
      jurisdiction and various states and foreign jurisdictions. The Company is no
      longer subject to U.S. federal examinations by tax authorities for years before
      2003 and for state examinations before 2003. Regarding foreign subsidiaries,
      the
      Company is no longer subject to examination by tax authorities for years before
      2000. The Internal Revenue Service (“IRS”) commenced an examination of the
      Company’s U.S. income tax returns for 2004 and reviewed 2003 and 2005 during the
      fourth quarter of 2006. During April 2007, the IRS wrote a preliminary letter
      to
      the Company accepting the tax return as originally filed for 2004.





The
      Inland Revenue Department (“IRD”) of Hong Kong commenced an examination of one
      of the Company’s Hong Kong subsidiaries’ income tax returns for the year 2000
      and issued a notice of additional assessment during the first quarter of 2007
      and demand for tax in the amount of $1.4 million. There is no interest or
      penalties in connection with this assessment. The IRD has proposed certain
      adjustments to the Company’s offshore income tax claim position. Management is
      currently evaluating these adjustments to determine if it agrees, but if
      accepted, the Company does not anticipate the adjustment would result in a
      material change to its consolidated financial position or results of operations.
      However, the Company anticipates that it is more likely than not that additional
      tax will be due upon completion of the audit currently being conducted by the
      IRD for the 2001 through 2005 tax years. The Company’s estimate has been accrued
      as a component of the Company’s liability for uncertain tax positions.





Based
      on
      possible outcomes of the examinations mentioned above, or as a result of the
      expiration of the statue of limitations for specific jurisdictions, it is
      reasonably possible that the related unrecognized benefits for tax positions
      taken regarding previously filed tax returns may change materially from those
      recorded as liabilities for uncertain tax positions in the Company’s
      consolidated financial statements at March 31, 2007. Based on the number of
      tax
      years currently under audit by the relevant tax authorities, the Company
      anticipates that several of these audits may be finalized in the next
      twelve months. However,
      based on the current status of the examinations it is not possible to estimate
      the effect of any amount of such change to previously recorded uncertain tax
      positions.


The
      Company's policy is to recognize interest and penalties related to uncertain
      tax
      positions as a component of the current provision for income taxes. During
      the
      three months ended March 31, 2007, the Company recognized approximately $92,000
      in interest and penalties in the Consolidated Statement of Operations. The
      Company has approximately $1.5 million accrued for the payment of interest
      and
      penalties at March 31, 2007, which is included in both income taxes payable
      and
      liability for uncertain tax positions in the consolidated balance
      sheet.





8.
            ACCRUED
                EXPENSES





Accrued
      expenses consist of the following:




March
                  31,
              
              December
                  31,2007
              
              2006Sales
                  commissions
              
              $
              1,566,666
              
              $
              1,715,816Investment
                  banking commissions
              
              
              550,000
              
              
              -Subcontracting
                  labor
              
              
              2,026,530
              
              
              2,032,763Salaries,
                  bonuses andrelated
                  benefits
              
              
              3,260,630
              
              
              4,147,135Other
              
              
              3,341,380
              
              
              4,817,703$
              10,745,206
              
              $
              12,713,417


-19-




9.
            RETIREMENT
                FUND AND PROFIT SHARING PLAN





The
      Company maintains a domestic profit sharing plan and a contributory stock
      ownership and savings 401(K) plan, which combines stock ownership and individual
      voluntary savings provisions to provide retirement benefits for plan
      participants. The plan provides for participants to voluntarily contribute
      a
      portion of their compensation, subject to certain legal maximums. The Company
      will match, based on a sliding scale, up to $350 for the first $600 contributed
      by each participant. Matching contributions plus additional discretionary
      contributions are made with Company stock purchased in the open market. The
      expense for the three months ended March 31, 2007 and 2006 amounted to
      approximately, $170,000 and $136,000, respectively. As of March 31, 2007, the
      plans owned 17,300 and 141,623 shares of Bel Fuse Inc. Class A and Class B
      common stock, respectively.





The
      Company's Far East subsidiaries have a retirement fund covering substantially
      all of their Hong Kong based full-time employees. Eligible employees contribute
      up to 5% of salary to the fund. In addition, the Company may contribute an
      amount up to 7% of eligible salary, as determined by Hong Kong government
      regulations, in cash or Company stock. The expense for the three months ended
      March 31, 2007 and 2006 amounted to approximately $107,000 and $126,000,
      respectively. As of March 31, 2007, the plan owned 3,323 and 17,756 shares
      of
      Bel Fuse Inc. Class A and Class B common stock, respectively.





The
      Supplemental Executive Retirement Plan (“SERP”) is designed to provide a limited
      group of key management and highly compensated employees of the Company with
      supplemental retirement and death benefits. Participants in the SERP are
      selected by the Compensation Committee of the Board of Directors. The SERP
      initially became effective in 2002 and was amended and restated in April 2007
      to
      conform with applicable requirements of Section 409A of the Internal Revenue
      Code and to modify the provisions regarding benefits payable in connection
      with
      a change in control of the Company. Benefits under the SERP are payable from
      the
      general assets of the Company, but the Company has certain life insurance
      policies in effect on participants to partially cover the Company’s obligations
      under the Plan. The Plan also allows the Company to establish a grantor trust
      to
      provide for the payment of Plan benefits.





The
      components of SERP expense are as follows:


Three
                  Months EndedMarch
                  31,2007
              
              2006Service
                  cost
              
              $
              140,000
              
              $
              313,000Interest
                  cost
              
              
              27,000
              
              
              61,000Amortization
                  of adjustments
              
              
              18,000
              
              
              40,000Total
                  SERP expense
              
              $
              185,000
              
              $
              414,000




-20-




March
                  31,
              
              December
                  31,2007
              
              2006Balance
                  sheet amounts:Minimum
                  pension obligationand
                  unfunded liability
              
              $
              5,044,669
              
              $
              4,728,286




10.
            SHARE-BASED
                COMPENSATION





On
      January 1, 2006, the Company adopted SFAS No. 123 (R) "Share-Based Payment"
      requiring the recognition of compensation expense in the Consolidated Statements
      of Operations related to the fair value of its employee share-based options
      and
      awards. SFAS No. 123 (R) revises SFAS No. 123 "Accounting for Stock-Based
      Compensation" and supercedes APB Opinion No. 25 "Accounting for Stock Issued
      to
      Employees." SFAS No. 123(R) is supplemented by SEC Staff Accounting Bulletin
      ("SAB") No. 107 "Share-Based Payment." SAB No. 107 expresses the SEC staff's
      views regarding the interaction between SFAS No. 123(R) and certain SEC rules
      and regulations including the valuation of share-based payment
      arrangements.




The
      aggregate compensation cost recognized in net earnings for stock based
      compensation (including incentive stock options, restricted stock and dividends
      on restricted stock, as further discussed below) amounted to approximately
      $404,000 and $374,000 for the three months ended March 31, 2007 and 2006,
      respectively. The Company did not use any cash to settle any equity instruments
      granted under share based arrangements during the three months ended March
      31,
      2007 and 2006.





Under
      the
      provisions of SFAS 123 (R), the recognition of deferred compensation,
      representing the amount of unrecognized restricted stock expense that is reduced
      as expense is recognized, at the date restricted stock is granted, is no longer
      required. Therefore, in the first quarter of 2006, the amount that had been
      in
      "Deferred compensation" in the Consolidated Balance Sheet was reversed to
      zero.





Stock
      Options





The
      Company has an
      equity
      compensation program (the
      " Program ")
      which
      provides for the granting of "Incentive Stock Options" within
      the meaning of Section 422 of the Internal Revenue Code of 1986, as
      amended ,
      non-qualified stock options and restricted stock awards . The
      Company believes that such awards better align the interest of its employees
      with those of its shareholders. The Plan provides for the issuance of 2,400,000
      common shares. Unless
      otherwise provided at the date of grant or unless subsequently accelerated,
      options granted under the Program  become
      exercisable twenty-five percent (25%)  one
      year
      from the date of grant
      and
      twenty-five percent (25%) for each year of the three years thereafter. Upon
      exercise the Company will issue new shares. The exercise price of  incentive
      stock options
      granted pursuant to the Plan is not to be less than 100 percent of the fair
      market value of the shares on the date of grant. In general,
      no option will be exercisable after ten years
      from the date granted.




-21-




A
      summary
      of option activity under the plan as of December 31, 2006 and changes during
      the
      three months ended March 31, 2007 is presented below:


WeightedAverageWeighted
              
              Remaining
              
              AggregateAverage
              
              Contractual
              
              IntrinsicOptions
              
              Shares
              
              Exercise
                  Price
              
              Term
              
              ValueOutstanding
                  at January 1, 2007
              
              
              137,813
              
              $
              25.59Granted
              
              
              -Exercised
              
              
              (21,313
              )
              
              22.94
              
              
              
              
              $
              340,103Forfeited
                  or expired
              
              
              -
              
              
              -Outstanding
                  at March 31, 2007
              
              
              116,500
              
              $
              26.08
              
              
              2.2
                  years
              
              $
              1,471,940Exercisable
                  at March 31, 2007
              
              
              25,500
              
              $
              27.85
              
              
              
              
              $
              282,450


During
      the three months ended March 31, 2007 and 2006 the Company received $488,958
      and
      $1,358,556 from the exercise of share options and realized tax benefits of
      approximately $62,000 and $107,000, respectively. The total intrinsic value
      of
      options exercised during the three months ended March 31, 2007 and 2006 was
      $340,103 and $565,102, respectively. Stock compensation expense applicable
      to
      stock options for the three months ended March 31, 2007 and 2006 was
      approximately $113,357 and $113,357, respectively.




-22-


A
      summary
      of the status of the Company's nonvested shares as of December 31, 2006 and
      changes during the three months ended March 31, 2007 is presented
      below:




Weighted-AverageGrant-DateNonvested
                Shares
            
            Shares
            
            Fair
                ValueNonvested
                at December 31, 2006
            
            
            91,000
            
            $
            25.53Granted
            
            
            -
            
            
            -Vested
            
            
            -
            
            
            -Forfeited
            
            
            -
            
            
            -Nonvested
                at March 31, 2007
            
            
            91,000
            
            $
            25.53




At
      March
      31, 2007, there was $392,036 of total unrecognized cost related to nonvested
      stock-based compensation arrangements under the  Program .
      The
      cost is expected to be recognized over a weighted average period of 1.3 years.
      There were no options vested during the three months ended March 31, 2007.
      Currently, the Company believes that substantially all options will vest.





Restricted
      Stock Awards





The
      Company provides common stock awards to certain officers and key employees.
      The
      Company grants these awards, at its discretion, from the shares available under
      the Program.
      Unless otherwise provided at the date of grant or unless subsequently
      accelerated, the shares
      awarded are earned in 25% increments on the second,
      third, fourth and fifth anniversaries of the award ,
      respectively, and are distributed provided the employee has remained employed
      by
      the Company through such anniversary dates; otherwise the unearned shares are
      forfeited. The market value of these shares at the date of award is recorded
      as
      compensation expense on the straight-line method over the five  year
      periods from the respective award dates, as adjusted for forfeitures of unvested
      awards. During 2005 and 2006, the Company issued 152,400 and 21,600 class B
      common shares, respectively, under a restricted stock plan to various officers
      and employees. The shares vest 25% after two years of employment with an
      additional 25% vesting in each of years three through five. Deferred
      stock-based compensation expense of $4.2 million associated with unearned shares
      under this plan as of March 31, 2007, is reported within Stockholders' equity
      on
      the Company's consolidated balance sheet. Pretax compensation expense was
      $290,000 and $261,000 for the three months ended March 31, 2007 and 2006,
      respectively.




-23-





A
      summary
      of the activity regarding restricted stock awards under the Program as of
      December 31, 2006 and for the three months ended March 31, 2007 is presented
      below:


WeightedWeighted
              
              AverageAverage
              
              Remaining
              
              AggregateRestricted
                  Stock
              
              
              
              Award
              
              Contractual
              
              IntrinsicAwards
              
              Shares
              
              Price
              
              Term
              
              ValueOutstanding
                  at January 1, 2007
              
              
              167,000
              
              $
              34.93
              
              
              3.85
                  yearsGranted
              
              
              -
              
              
              -Awarded
              
              
              -
              
              
              -Forfeited
              
              
              -
              
              
              -Outstanding
                  at March 31, 2007
              
              
              167,000
              
              
              
              
              
              -
              
              $
              623,934Exercisable
                  at March 31, 2007
              
              
              -
              
              
              
              
              
              -
              
              $
              -


The
      Company's policy is to issue new shares to satisfy Restricted Stock Awards
      and
      incentive stock option exercises.





Currently
      the Company believes that substantially all restricted stock awards will
      vest.




-24-


11.
            COMMON
                STOCK





During
      2000, the Board of Directors of the Company authorized the purchase of up to
      ten
      percent (10%) of the Company’s outstanding common shares. As of March 31, 2007,
      the Company had purchased and retired 23,600 Class B common shares at a cost
      of
      approximately $808,000 which reduced the number of Class B common shares
      outstanding. No shares of Class B common stock were repurchased during the
      three
      months ended March 31, 2007.





No
      shares
      of Class A common stock were repurchased during the three months ended March
      31,
      2007. During April and May 2007, the Company purchased 36,542 Class A common
      shares at a cost of approximately $1,369,916 which will reduce the number of
      Class A common shares outstanding.


-25-




12.
            COMPREHENSIVE
                INCOME




Comprehensive
      income for the three months ended March 31, 2007 and 2006 consists
      of:




Three
                  Months EndedMarch
                  31,2007
              
              2006Net
                  earnings
              
              $
              4,009,136
              
              $
              3,997,299Currency
                  translation adjustment-net
                  of taxes
              
              
              358,024
              
              
              91,879Increase
                  in unrealizedgain
                  on marketable securities-
                  net of taxes
              
              
              4,296,191
              
              
              2,507,671Comprehensive
                  income
              
              $
              8,663,351
              
              $
              6,596,849




13.
            ASSETS
                HELD FOR SALE





On
      July
      15, 2004, the Company entered into an agreement for the sale of a certain parcel
      of land located in Jersey City, New Jersey. The sales agreement is subject
      to a
      due diligence period by the buyer. The sales agreement expired during January
      2006. The buyer and seller are continuing to negotiate about certain
      environmental matters among themselves and with the State of New Jersey. The
      seller and buyer are aware that a portion of the property may be subject to
      tidelands claims by the State of New Jersey. Additionally, the Company is
      obligated for environmental remediation costs of up to $350,000. As of March
      31,
      2007, the Company had also paid or accrued $353,000 of legal, site testing
      and
      State of New Jersey Environmental Protection Agency Fees, which is included
      in
      assets held for sale in the consolidated balance sheets. As these costs are
      incurred, the Company has
      capitalized them on
      the Company's consolidated balance sheet as assets held for sale. The Company
      has classified the asset as held for sale with a net book value of approximately
      $961,049 on the Company's consolidated balance sheet at March 31, 2007 and
      expects to sell the property before the end of 2007.





-26-




14.
            NEW
                FINANCIAL ACCOUNTING STANDARDS





In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”, which
      enhances existing guidance for measuring assets and liabilities using fair
      value. This Standard provides a single definition of fair value, together with
      a
      framework for measuring it, and requires additional disclosure about the use
      of
      fair value to measure assets and liabilities. SFAS No. 157 is effective for
      financial statements issued for fiscal years beginning after November 15, 2007,
      and interim periods within those fiscal years. The Company does not believe
      that
      SFAS No. 157 will have a material impact on its financial
      statements.




In
      February 2007, the FASB issued SFAS No. 159 (“SFAS 159”) “The Fair Value Option
      for Financial Assets and Financial Liabilities”, providing companies with an
      option to report selected financial assets and liabilities at fair value. The
      Standard’s objective is to reduce both complexity in accounting for financial
      instruments and the volatility in earnings caused by measuring related assets
      and liabilities differently. It also requires entities to display the fair
      value
      of those assets and liabilities for which the Company has chosen to use fair
      value on the face of the balance sheet. SFAS 159 is effective for fiscal years
      beginning after November 15, 2007. The Company is currently evaluating the
      impact of the adoption of this Statement on its financial statements.





-27-


15.
            LEGAL
                PROCEEDINGS





The
      Company is a defendant in a lawsuit captioned Halo Electronics, Inc. (“Halo”) v.
      Bel Fuse Inc., Pulse Engineering, Inc. and Technitrol, Inc. brought in Nevada
      Federal District Court. Plaintiff claims that the Company has infringed its
      patents covering certain surface mount discrete magnetic products made by the
      Company. Halo is seeking unnamed damages plus treble damages awarded and demands
      a trial by jury.




The
        Company is a plaintiff in a lawsuit captioned Bel Fuse Inc., a New Jersey
        Corporation v. Halo Electronics, Inc. brought in the United States District
        Court of New Jersey during May 2007. The Company claims that Halo has infringed
        a patent covering certain surface mount discrete magnetic products made by
        Halo.
        The Company is seeking unnamed damages plus interest, costs and attorney
        fees.




The
      Company and two of its officers are defendants in a wrongful termination lawsuit
      brought in the District Court of Frankfurt am Main, Germany by a former employee
      at a foreign subsidiary of the Company. The Company believes it has adequately
      accrued sufficient amounts for this liability in accordance with the terms
      of
      the ex-employee's employment agreement.





The
      Company is a plaintiff in a lawsuit captioned Bel Fuse Inc., a New Jersey
      corporation, and Bel Power, Inc., a Massachusetts corporation, v. Andrew
      Ferencz, Gregory Zovonar, Bernhard Schroter, EE2GO, Inc., a Massachusetts
      corporation, Howard E. Kaepplein and William Ng, brought in the Superior Court
      of the Commonwealth of Massachusetts. The Company was granted injunctive relief
      and is seeking damages against the former stockholders of Galaxy Power, Inc.,
      key employees of Galaxy and a corporation formed by some or all of the
      individual defendants. The Company has alleged that the defendants violated
      their written non-competition, non-disclosure and non-solicitation agreements,
      diverted business and usurped substantial business opportunities with key
      customers, misappropriated confidential information and trade secrets, and
      harmed the Company’s business.





In
      a
      related matter, the Company is a defendant in a lawsuit captioned Robert
      Chimielnski, P.C. on behalf of the stockholder representatives and the former
      stockholders of Galaxy Power, Inc. v. Bel Fuse Inc. et al. brought in the
      Superior Court of the Commonwealth of Massachusetts. This complaint for damages
      and injunctive relief is based on an alleged breach of contract and other
      allegedly illegal acts in a corporate context arising out of the Company’s
      objection to the release of nearly $2.0 million held in escrow under the terms
      of the stock purchase agreement between Galaxy and the Company. The Company
      believes it has adequate defenses regarding this lawsuit and accordingly has
      not
      accrued any liability in connection with such lawsuit.





The
      Company is a defendant in a lawsuit captioned Murata Manufacturing Company,
      Ltd.
      v. Bel Fuse Inc. et al, brought in Illinois Federal District Court. Plaintiff
      claims that its patent covers all of the Company's modular jack products. That
      party had previously advised the Company that it was willing to grant a
      non-exclusive license to the Company under the patent for a 3% royalty on all
      future gross sales of ICM products; payment of a lump sum of 3% of past sales
      including sales of applicable Insilco products; an annual minimum royalty of
      $500,000; payment of all attorney fees; and marking of all licensed ICM's with
      the third party's patent number. The Company was also a defendant in a lawsuit,
      captioned Regal Electronics, Inc. v. Bel Fuse Inc., brought in California
      Federal District Court. Plaintiff claims that its patent covers certain of
      the
      Company's modular jack products. That party had previously advised the Company
      that it was willing to grant a non-transferable license to the Company for
      an up
      front fee of $500,000 plus a 6% royalty on future sales. The District Court
      has
      granted summary judgment
      in the Company's favor dismissing Regal Electronics' infringement claims, while
      at the
      same
      time the Court dismissed the Company's invalidity counterclaim against Regal
      Electronics. Regal
      has
      appealed the Court's rejection of its infringement claims to the U.S. Court
      of
      Appeals. The case was heard on February 6, 2007 and the U.S.
      Court of Appeals upheld the District Court’s ruling in favor of the
      Company.




-28-




The
      Company cannot predict the outcome of the unresolved matters; however,
      management believes that the ultimate resolution of these matters will not
      have
      a material impact on the Company's consolidated financial condition or results
      of operations. As of March 31, 2007, no amounts have been accrued in connection
      with these lawsuits, except for the Germany lawsuit, as described above, as
      the
      amounts are not determinable.





The
      Company is not a party to any other legal proceeding, the adverse outcome of
      which is likely to
      have a
      material adverse effect on the Company's consolidated financial condition or
      results of operations.





16.
            ACCUMULATED
                  OTHER COMPREHENSIVE INCOME
                  (LOSS)





The
      components of accumulated other comprehensive income (loss) as of March 31,
      2007
      and December 31, 2006 are summarized below:


March
                  31,
              
              December
                  31,2007
              
              2006Foreign
                  currency translationadjustment
              
              $
              1,498,908
              
              $
              1,140,884Unrealized
                  holding gain (loss)on
                  available-for-sale securitiesunder
                  SFAS No. 115, net oftaxes
                  of $1,829,912 and $(802,797)as
                  of March 31, 2007 and December 31, 2006
              
              
              2,986,364
              
              
              (1,309,827
              )Unfunded
                  SERP liability net of taxesof
                  $(686,000) as of March 31, 2007and
                  December 31, 2006
              
              
              (1,646,712
              )
              
              (1,646,712
              )Accumulated
                  other comprehensiveincome
                  (loss)
              
              $
              2,838,560
              
              $
              (1,815,655
              )
  -29-


Item
      2.
      Management’s Discussion and Analysis of Financial Condition and Results of
      Operations




The
      Company’s quarterly and annual operating results are affected by a wide variety
      of factors that could materially and adversely affect revenues and
      profitability, including the risk factors described in the Company's Annual
      Report on Form 10-K for the year ended December 31, 2006. As a result of these
      and other factors, the Company may experience material fluctuations in future
      operating results on a quarterly or annual basis, which could materially and
      adversely affect its business, financial condition, operating results, and
      stock
      prices. Furthermore, this document and other documents filed by the Company
      with
      the Securities and Exchange Commission (the “SEC”) contain certain
      forward-looking statements under the Private Securities Litigation Reform Act
      of
      1995 (“Forward-Looking Statements”) with respect to the business of the Company.
      These Forward-Looking Statements are subject to certain risks and uncertainties,
      including those detailed in Item 1A of the Company’s Annual Report on Form 10-K
      for the year ended December 31, 2006, which could cause actual results to differ
      materially from these Forward-Looking Statements. The Company undertakes no
      obligation to publicly release the results of any revisions to these
      Forward-Looking Statements which may be necessary to reflect events or
      circumstances after the date such statements are made or to reflect the
      occurrence of unanticipated events. An investment in the Company involves
      various risks, including those which are detailed from time to time in the
      Company’s SEC filings.




Overview





Bel
      is a
      leading producer of electronic products that help make global connectivity
      a
      reality. The Company designs, manufactures and markets a broad array of
      magnetics, modules, circuit protection devices and interconnect products. While
      these products are deployed primarily in the computer, networking and
      telecommunication industries, Bel’s expanding portfolio of products also finds
      application in the automotive, medical and consumer electronics markets. Bel's
      products are designed to protect, regulate, connect, isolate or manage a variety
      of electronic circuits.





We
      design
      our products to enhance the systems in which they operate. As our products
      typically become components in other third-party’s systems, our revenues are
      largely driven by the extent to which our customers can design and develop
      new
      applications and the extent to which those customers have needs for the types
      of
      components that we can provide. We are problem-solvers; we design most of our
      products to combine various discrete components in a manner that will allow
      the
      systems designer to save space and to offer a more efficient
      product.





Our
      expenses are driven principally by the cost of the materials that we use and
      the
      cost of labor where our factories are located. In recent years, the increasing
      cost of copper, steel and petroleum-based products and an increased wage structure in the Far East have contributed to increases in
      manufacturing costs .
      Effective September 1, 2006, local PRC authorities implemented a new revised
      standard work week, and new minimum wages and overtime rates, for areas where
      our factories are located .





The
      Company had an organic sales increase of $7.2 million or 13.1% for the first
      quarter of 2007 as compared to the first quarter of 2006.




-30-




Gross
      profit margins were lower during the three months ended March 31, 2007 compared
      to the three months ended March 31, 2006, principally due to increased costs
      for
      raw material such as mosfets, steel, integrated circuits, PBC and
      petroleum-based products as well as increased transportation costs. Sales of
      the
      Company’s DC-DC power products have increased. While these products are
      strategic to Bel’s growth and important to total earnings, they return lower
      gross profit percentage margins as a larger percentage of their bills of
      material are purchased components. As these sales continue to increase, the
      Company’s average gross profit percentage will likely decrease unless offset by
      increased sales of higher margin products. Gross
      profit margins are also adversely affected to the extent that the Company
      manufactures lead-free products, as the Company has additional labor and
      manufacturing costs associated
      with operating duplicate production lines  but
      cannot attain premium pricing for such products.





On
      January 1, 2007, the Company implemented FASB Interpretation No. 48 “Accounting
      for Uncertainty in Income Taxes”, (“FIN 48”) which resulted in no adjustment in
      the liability for uncertain tax positions.





During
      the three months ended March 31, 2007, the Company incurred severance expenses
      of approximately $225,000; wrote off approximately $122,000 in deferred
      financing fees related to a credit facility no longer available because of
      a
      change in the Company’s banking relationship; incurred stock based compensation
      expense of $404,000 and incurred less amortization of intangibles compared
      to
      the quarter ended March 31, 2006 of $571,000 due to certain intangibles becoming
      fully amortized.





-31-


Critical
      Accounting Policies





The
      Company’s discussion and analysis of its financial condition and results of
      operations are based upon the Company’s consolidated financial statements, which
      have been prepared in accordance with accounting principles generally accepted
      in the United States of America. The preparation of these financial statements
      requires the Company to make estimates and judgments that affect the reported
      amounts of assets, liabilities, revenues and expenses, and related disclosure
      of
      contingent assets and liabilities. On an on-going basis, the Company evaluates
      its estimates, including those related to product returns, bad debts,
      inventories, intangible assets, investments, SERP expense, income taxes and
      contingencies and litigation. The Company bases its estimates on historical
      experience and on various other assumptions that are believed to be reasonable
      under the circumstances, the results of which form the basis for making
      judgments about the carrying values of assets and liabilities that are not
      readily apparent from other sources. Actual results may differ from these
      estimates under different assumptions or conditions.





The
      Company believes the following critical accounting policies affect its more
      significant judgments and estimates used in the preparation of its consolidated
      financial statements.





Allowance
      for Doubtful Accounts





The
      Company maintains allowances for doubtful accounts for estimated losses from
      the
      inability of its customers to make required payments. The Company determines
      its
      reserves by both specific identification of customer accounts where appropriate
      and the application of historical loss experience to non-specific accounts.
      If
      the financial condition of the Company's customers were to deteriorate,
      resulting in an impairment of their ability to make payments, additional
      allowances may be required.





Inventory





The
      Company makes purchasing decisions principally based upon firm sales orders
      from
      customers, the availability and pricing of raw materials and projected customer
      requirements. Future events that could adversely affect these decisions and
      result in significant charges to the Company’s operations include miscalculating
      customer requirements, technology changes which render certain raw materials
      and
      finished goods obsolete, loss of customers and/or cancellation of sales orders,
      stock rotation with distributors and termination of distribution agreements.
      The
      Company writes down its inventory for estimated obsolescence or unmarketable
      inventory equal to the difference between the cost of inventory and the
      estimated market value based upon the aforementioned assumptions. If actual
      market conditions are less favorable than those projected by management,
      additional inventory write-downs may be required.





-32-




When
      inventory is written-off, it is never written back up; the cost remains at
      zero
      or the level to which it has been written-down. When inventory that has been
      written-off is subsequently used in the manufacturing process, the lower
      adjusted cost of the material is charged to cost of sales. Should any of this
      inventory be used in the manufacturing process for customer orders, the improved
      gross profit will be recognized at the time the completed product is shipped
      and
      the sale is recorded.





Goodwill
      and Intangible Assets





The
      assets and liabilities of acquired businesses are recorded under the purchase
      method of accounting at their estimated fair values at the dates of acquisition.
      Goodwill represents costs in excess of fair values assigned to the underlying
      net assets of acquired businesses.





Goodwill
      and intangible assets deemed to have indefinite lives are not amortized, but
      are
      subject to annual impairment testing. The identification and measurement of
      goodwill impairment involves the estimation of the fair value of geographic
      reporting units. The estimates of fair value of geographic reporting units
      are
      based on the best information available as of the date of the assessment, which
      primarily incorporate management assumptions about expected future cash flows
      and contemplate other valuation techniques. Future cash flows can be affected
      by
      changes in industry or market conditions or the rate and extent to which
      anticipated synergies or cost savings are realized with newly acquired entities.
      There can be no assurances that goodwill impairments will not occur in the
      future. See Note 2 to the Consolidated Financial Statements for further
      discussion.





Income
      Taxes





Income
      taxes are accounted for under Statement of Financial Accounting Standards
      (“SFAS”) No. 109, “Accounting for Income Taxes.” In accordance with SFAS No.
      109, deferred tax assets and liabilities are recognized for the future tax
      consequences attributable to differences between the financial statement
      carrying amounts of existing assets and liabilities and their respective tax
      bases, as measured by enacted tax rates that are expected to be in effect in
      the
      periods when the deferred tax assets and liabilities are expected to be settled
      or realized. Significant judgment is required in determining the worldwide
      provisions for income taxes. In the ordinary course of a global business, the
      ultimate tax outcome is uncertain for many transactions. It is the Company’s
      policy to establish provisions for taxes that may become payable in future
      years
      as a result of an examination by tax authorities. The Company establishes the
      provisions based upon management’s assessment of exposure associated with
      permanent tax differences and tax credits applied to temporary difference
      adjustments. The tax provisions are analyzed periodically (at least quarterly)
      and adjustments are made as events occur that warrant adjustments to those
      provisions.





Our
      accounting policy for income taxes was recently modified due to the adoption
      of
      FIN 48. FIN 48 requires significant judgment in determining what constitutes
      an
      individual tax position as well as assessing the outcome of each tax position.
      Changes in judgment as to recognition or measurement of tax positions can
      materially affect the estimate of the effective tax rate and consequently,
      affect our operating results.





-33-




Revenue
      Recognition





The
      Company recognizes revenue in accordance with the guidance contained in SEC
      Staff Accounting Bulletin No. 104, “Revenue Recognition in Financial
      Statements”. Revenue is recognized when the product has been delivered and title
      and risk of loss have passed to the customer, collection of the resulting
      receivable is deemed reasonably assured by management, persuasive evidence
      of an
      arrangement exists and the sale price is fixed and determinable.





Historically
      the Company has been successful in mitigating the risks associated with its
      revenue. Some issues relate to product warranty, credit worthiness of its
      customers and concentration of sales among a few major customers.





The
      Company is not contractually obligated to accept returns from non-distributor
      customers except for defective product or in instances where the product does
      not meet the Company’s quality specifications. If these conditions existed, the
      Company would be obligated to repair or replace the defective product or make
      a
      cash settlement with the customer. Distributors generally have the right to
      return up to 5% of their purchases over the previous three to six months and
      are
      obligated to purchase an amount at least equal to the return. If the Company
      terminates a distributor, the Company is obligated to accept as a return all
      of
      the distributor’s inventory from the Company. The Company accrues an estimate
      for anticipated returns based on historical experience at the time revenue
      is
      recognized and adjusts such estimate as specific anticipated returns are
      identified. If a distributor terminates its relationship with the Company,
      the
      Company is not obligated to accept any inventory returns. The Company has a
      significant amount of sales with several customers, including one major customer
      with sales of $11,189,000 (18.1% of net sales) in the first quarter of 2007.
      The
      loss of any one of these customers could have a material adverse effect on
      the
      Company’s consolidated results of operations, financial position and cash
      flows.





-34-





Results
      of Operations





The
      following table sets forth, for the first quarters of 2007 and 2006, the
      percentage relationship to net sales of certain items included in the Company’s
      consolidated statements of operations.


Percentage
                  of Net SalesThree
                  Months EndedMarch
                  31,2007
              
              2006Net
                  sales
              
              
              100.0
              %
              
              100.0
              %Cost
                  of sales
              
              
              77.5
              
              
              73.2Selling,
                  general andadministrative
                  expenses
              
              
              15.3
              
              
              17.2Casualty
                  loss
              
              
              -
              
              
              1.8Interest
                  expense and other costs
              
              
              (0.2
              )
              
              (0.2
              )Interest
                  income
              
              
              1.3
              
              
              0.9Earnings
                  before provisionfor
                  income taxes
              
              
              8.3
              
              
              8.5Income
                  tax provision
              
              
              1.8
              
              
              1.3Net
                  earnings
              
              
              6.5
              
              
              7.2





The
      following table sets forth the year over year percentage increase or decrease
      of
      certain items included in the Company's consolidated statements of
      operations.


Increase
                  (decrease) fromPrior
                  PeriodThree
                  Months EndedMarch
                  31, 2007compared
                  with ThreeMonths
                  Ended
                March
                  31,2006Net
                  sales
              
              
              
              
              
              13.1
              %Cost
                  of sales
              
              
              
              
              
              19.8Selling,
                  general andadministrative
                  expenses
              
              
              
              
              
              1.1Net
                  earnings
              
              
              
              
              
              0.3
  -35-





**THREE
      MONTHS ENDED MARCH 31, 2007 VERSUS** **THREE
      MONTHS ENDED MARCH 31, 2006**





Sales





Net
      sales
      increased 13.1% from $54.6 million during the three months ended March 31,
      2006
      to $61.8 million during the three months ended March 31, 2007. The Company
      attributes the increase to increased module sales of $7.4 million, offsetting
      a
      slight decrease in magnetic sales of $0.2 million, while interconnect and
      circuit protection sales remained unchanged.





The
      significant components of the Company's revenues for the three months ended
      March 31, 2007 were magnetic products of $31.6 million (as compared with $31.8
      million during the three months ended March 31, 2006), interconnect products
      of
      $11.1 million (as compared with $11.1 million during the three months ended
      March 31, 2006), module products of $14.8 million (as compared with $7.4 million
      during the three months ended March 31, 2006), and circuit protection products
      of $4.3 million (as compared with $4.3 million during the three months ended
      March 31, 2006.)





Based
      in
      part on conflicting opinions the Company received from customers and competitors
      in the electronics industry pertaining to revenue growth during 2006, the
      Company cannot predict with any degree of certainty sales revenue for 2007.
      Although the Company's backlog has been stable, the Company feels that this
      is
      not a good indicator of revenues. The Company continues to have limited
      visibility as to future customer requirements.





The
      Company cannot quantify the extent of sales growth arising from unit sales
      mix
      and/or price changes. Given the change in the nature of the products purchased
      by customers from period to period, the Company believes that neither unit
      changes nor price changes are meaningful. Over the past year, newer and more
      sophisticated products with higher unit selling prices have been introduced.
      Through the Company's engineering and research effort, the Company has been
      successful in adding additional value to existing product lines, which tends
      to
      increase sales prices initially until that generation of products becomes mature
      and sales prices experience price degradation. In general, as products become
      mature, average selling prices decrease.





-36-




Cost
      of Sales





Bel
      generally enters into processing arrangements with five independent third party
      contractors in the Far East. Costs are recorded as incurred for all products
      manufactured either at third party facilities or at the Company's own
      manufacturing facilities. Such amounts are determined based upon the estimated
      stage of production and include labor cost and fringes and related allocations
      of factory overhead. The Company manufactures finished goods at its own
      manufacturing facilities in Glen Rock, Pennsylvania, Inwood, New York, the
      Dominican Republic and Mexico.





Cost
      of
      sales as a percentage of net sales increased from 73.2% during the three months
      ended March 31, 2006 to 77.5% during the three months ended March 31, 2007.
      The
      increase in the cost of sales percentage is primarily attributable to the
      following:




·
            The
                Company incurred a 2.6% increase in material costs as a percentage
                of net
                sales. The increase in raw material costs is principally related
                to
                increased manufacturing of value-added products, which have a higher
                raw
                material content than the Company’s other products, increased costs for
                raw materials such as copper, steel and petroleum-based products
                and
                increased transportation costs.





·
            The
                Company is currently paying higher wage rates and benefits to its
                production workers in China, which resulted in a 1.8% increase in
                direct
                labor costs as a percentage of net sales. These higher rates and
                benefits
                are reflected in the Company’s cost of sales.





·
            Sales
                of the Company’s DC-DC power products have increased. While these products
                are strategic to Bel’s growth and important to total earnings, they return
                lower gross profit percentage margins as a larger percentage of their
                bills of materials are purchased components. As these sales continue
                to
                increase, the Company’s average gross profit percentage will likely
                decrease.




Included
      in cost of sales are research and development expenses of $1.7 million and
      $1.6
      million for the three months ended March 31, 2007 and 2006, respectively.




-37-




Selling,
      General and Administrative Expenses





The
      percentage relationship of selling, general and administrative expenses to
      net
      sales decreased from 17.2 % during the three months ended March 31, 2006 to
      15.3% during the three months ended March 31, 2007. The Company attributes
      the
      percentage decrease to increased sales without a corresponding increase in
      corporate overhead. The increase in selling, general and administrative expense
      for the three months ended March 31, 2007 compared to the three months ended
      March 31, 2006 was approximately $105,000.





-38-




Interest
      Income





Interest
      income earned on cash and cash equivalents increased by approximately $321,000
      during the three months ended March 31, 2007, as compared to the comparable
      period in 2006. The increase is due primarily to increased balances of cash
      and
      cash equivalent balances and marketable securities and increased yields on
      such
      balances.





Interest
      Expense and Other Costs





Interest
      expense and other costs amounted to $122,000 during the three months ended
      March
      31, 2007 related primarily to the write off of financing expenses incurred
      in
      connection with the Company’s credit facility. During the three months ended
      March 31, 2006, interest and other expenses included $27,000 of amortization
      of
      financing expenses related to the Company's credit facility in the United States
      and $88,000 related to the loss from the sale of marketable
      securities.





Casualty
      Loss





During
      2006, the Company
      incurred a $1.0 million pre-tax casualty loss as a result of a fire at its
      leased manufacturing facility in the Dominican Republic .
      The
      loss was for raw
      materials and equipment in excess of estimated insurance proceeds. The
      production at this facility was substantially restored during July 2006.





Provision
      for Income Taxes





The
      provision for income taxes for the three months ended March 31, 2007 was $1.1
      million compared to $0.7 million provision for the three months ended March
      31,
      2006. The Company's earnings before income taxes for the three months ended
      March 31, 2007 are approximately $.4 million higher than in 2006. The increased
      provision in 2007 is principally the result of higher taxable income in the
      U.S.
      and an increase in foreign deferred income taxes arising from various temporary
      differences. During the first quarter of 2006, the Company incurred a $1.0
      million casualty loss in the U.S. which reduced U.S. income tax expense.





-39-




The
      Company conducts manufacturing activities in the Far East. More specifically,
      the Company has the majority of its products manufactured in the People’s
      Republic of China (“PRC”), Hong Kong and Macao and has not been subject to
      corporate income tax in the PRC. The Company's activities in Hong Kong have
      generally consisted of administration, quality control and accounting, as well
      as some limited manufacturing activities. Hong Kong imposes corporate income
      tax
      at a rate of 17.5 percent solely on income sourced to Hong Kong. That is, its
      tax system is a territorial one which only seeks to tax activities conducted
      in
      Hong Kong.




Macao
      currently has a statutory corporate income tax rate of 12 percent. Since most
      of
      the Company's operations are conducted in the Far East, the majority of its
      profits are sourced in these three Far East jurisdictions. Accordingly, the
      profits earned in the U.S. are comparatively small in relation to its profits
      earned in the Far East. Therefore, there is generally a significant difference
      between the statutory U.S. tax rate and the Company's effective tax rate.




During
      2005, the Company was granted an offshore operating license from the government
      of Macao to set up an MCO named Bel Fuse (Macao Commercial Offshore) Limited
      with the intent to handle all of the Company’s sales to third party customers in
      Asia. Sales to third party customers commenced during the first quarter of
      2006.
      Sales consist of products manufactured in the PRC. The MCO is not subject to
      Macao corporate income taxes.





The
      Company has historically followed a practice of reinvesting a portion of the
      earnings of foreign subsidiaries in the expansion of its foreign operations.
      If
      the unrepatriated earnings were distributed to the parent corporation rather
      than reinvested in the Far East, such funds would be subject to United States
      Federal income taxes.





The
        Company’s policy is to recognize interest and penalties related to uncertain tax
        positions as a component of the current provision for income taxes. During
        the
        three months ended March 31, 2007, the Company recognized approximately $92,000
        in interest and penalties in the Consolidated Statement of Operations. The
        Company has approximately $1.5 million accrued for the payment of interest
        and
        penalties at March 31, 2007, which is included in both income taxes payable
        and
        liability for uncertain tax positions in the consolidated balance
        sheet.





Inflation
      and Foreign Currency Exchange





During
      the past two years, the effect of inflation on the Company's profitability
      was
      not material. Historically, fluctuations of the U.S. Dollar against other major
      currencies have not significantly affected the Company's foreign operations
      as
      most sales have been denominated in U.S. Dollars or currencies directly or
      indirectly linked to the U.S. Dollar. Most significant expenses, including
      raw
      materials, labor and manufacturing expenses, are either incurred in U.S. Dollars
      or the currencies of the Hong Kong Dollar, the Macao Pataca or the Chinese
      Renminbi. The Chinese Renminbi has appreciated in value during 2006. Further
      appreciation of the Renminbi would result in the Company’s incurring higher
      costs for all expenses incurred in China. Commencing with the acquisition of
      the
      Passive Components Group, the Company's European entity has sales transactions
      which are denominated principally in Euros and British Pounds. Conversion of these transactions into U.S. dollars has resulted in currency
      exchange (gains) losses of $(2,800) and $41,000 for the three months ended
      March
      31, 2007 and 2006, respectively, which were charged to expense, and
      approximately $358,000 and $92,000 for the
      three
      months ended March 31, 2007 and 2006, respectively, in unrealized exchange
      gains
      relating to the translation of foreign subsidiary financial statements which
      are
      included in accumulated other comprehensive income. Any change in linkage of
      the
      U.S. Dollar and the Hong Kong Dollar, the Chinese Renminbi or the Macao Pataca
      could have a material effect on the Company's consolidated financial position
      or
      results of operations.




-40-





Liquidity
      and Capital Resources





Historically,
      the Company has financed its capital expenditures primarily through cash flows
      from operating activities and has
      financed acquisitions both through cash flows from operating activities and
      borrowings . Management believes that the cash flow from operations after payments of
      dividends combined with its existing capital base and the Company's available
      lines of credit, will be sufficient to fund its operations for the near term.
      Such statement constitutes a Forward Looking Statement. Factors which could
      cause the Company to require additional capital include, among other things,
      a
      softening in the demand for the Company’s existing products, an inability to
      respond to customer demand for new products, potential acquisitions requiring
      substantial capital, future expansion of the Company's operations and net losses
      that would result in net cash being used in operating, investing and/or
      financing activities which result in net decreases in cash and cash equivalents.
      Net losses may result in the loss of domestic and foreign credit facilities
      and
      preclude the Company from raising debt or equity financing in the capital
      markets on
      affordable terms or otherwise .





In
      the
      current quarter the Company entered into a new unsecured credit agreement in
      the
      amount of $20 million, which expires on June 30, 2008. There was no balance
      outstanding as of March 31, 2007. At that date, the entire $20 million line
      of
      credit was available to the Company to borrow. The loan bears interest at LIBOR
      plus 0.75% to 1.25% based on certain financial statement ratios maintained
      by
      the Company.





The
      Company's Hong Kong subsidiary has an unsecured line of credit of approximately
      $2 million, which was unused at March 31, 2007. This line of credit expires
      during July 2007. Borrowing on this line of credit is guaranteed by the U.S.
      parent. The line of credit bears interest at a rate determined by the bank
      as
      the financing is extended.





For
      information regarding further commitments under the Company's operating leases,
      see Note 15 of Notes to Company's Consolidated Financial Statements in the
      Company's 2006 Annual Report on Form 10-K.





The
      Company completed construction of a 117,000 square foot manufacturing facility,
      during November 2006, in Zhongshan City, PRC for approximately $1.3 million.





-41-





On
      July
      15, 2004, the Company entered into an agreement for the sale of a certain parcel
      of land located in Jersey City, New Jersey. The sales agreement is subject
      to a
      due diligence period by the buyer. The sales agreement expired during January
      2006. The buyer and seller are continuing to negotiate about certain
      environmental matters among themselves and with the State of New Jersey. The
      seller and buyer are aware that a portion of the property may be subject to
      tidelands claims by the State of New Jersey. Additionally, the Company is
      obligated for environmental remediation costs of up to $350,000. As of March
      31,
      2007, the Company had also paid or accrued $353,000 of legal, site testing
      and
      State of New Jersey Environmental Protection Agency Fees. As these costs are
      incurred, the Company has
      capitalized them on
      the Company's consolidated balance sheet as assets held for sale. The Company
      has classified the asset as held for sale with a net book value of approximately
      $961,049 on the Company's consolidated balance sheet at March 31, 2007 and
      expects to sell the property before the end of 2007.





The
      Company has cumulatively acquired a total of 5,874,919 shares, or approximately
      6% of the
      outstanding shares ,
      of the
      common stock of Toko, Inc. (“Toko”) at a total purchase price of $18.0 million.
      Toko had a market capitalization of approximately $373 million as of March
      31,
      2007. These shares are reflected on the Company’s consolidated balance sheet as
      marketable securities. These marketable securities are considered to be
      available for sale under SFAS No. 115, “Accounting for Certain Investments in
      Debt and Equity Securities”. Thus, as of March 31, 2007, the Company has
      recorded an unrealized gain, net of income tax expense, of approximately $2.7
      million which is included in accumulated other comprehensive income in
      stockholders’ equity. Subsequent to the balance sheet date the Company sold
      4,034,000 shares of common stock of Toko on the open market which resulted
      in a
      gain, net of investment banker fees and other expenses and income taxes of
      approximately $1.5 million.




-42-





Under
      the
      terms of the E-Power LTD (“E-Power”) and Current Concepts, Inc. (“Current
      Concepts”) acquisition agreements of May 11, 2001, the Company was required to
      make contingent purchase price payments up to an aggregate of $7.6 million
      should the acquired companies attain specified related sales levels. E-Power was
      to be paid
      $2.0 million in contingent purchase price payments if sales reached $15.0
      million and an additional $4.0 million if sales reached $25.0
      million on a cumulative basis through May 2007. During January 2006, the $2.0
      million of contingent purchase price consideration was earned by
      E-Power  and
      during February
      2006, E-Power was paid $2.0 million in contingent purchase price
      payments **.** During
      September 2006, an additional $4.0 million was earned when
      sales reached $25.0 million on a cumulative basis and,
      as a
      result, $4.0 million was paid in November 2006, and accounted for as additional
      purchase price and as an increase to goodwill. No additional payments will
      be
      made under the E-Power agreement. Current Concepts is
      to be paid
      16% of the first $10.0 million in sales through May 2007. This $10.0 million
      benchmark was reached during the second quarter of 2006 and therefore, no
      additional payments will be made. During
      the three months ended March 31, 2007 and 2006, the Company paid approximately
      $-0- and $178,000, respectively, in contingent purchase price payments to
      Current Concepts. The contingent purchase price payments for Current Concepts
      are accounted for as additional purchase price and as an increase to covenants
      not to compete within intangible assets when such payment obligations are
      incurred.





During
      2000, the Board of Directors of the Company authorized the purchase of up to
      ten
      percent (10%) of the Company’s outstanding common shares. As of March 31, 2007,
      the Company had purchased and retired 23,600 Class B common shares at a cost
      of
      approximately $808,000 which reduced the number of Class B common shares
      outstanding. No shares of Class B common stock were repurchased during the
      three
      months ended March 31, 2007. During April and May 2007, the Company purchased
      36,542 Class A common shares at a cost of approximately $1,369,916 which will
      reduce the number of Class A common shares outstanding.





During
      the three months ended March 31, 2007, the Company's cash and cash equivalents
      decreased by $7.7 million reflecting approximately $11.8 million used
      principally for purchases of marketable securities, $2.8 million for the
      purchase of property, plant and equipment, and $.6 million for payments of
      dividends offset, in part, by $6.9 million provided by operating activities
      (principally as a result of net income of $4 million and depreciation and
      amortization expense of $1.9 million), and proceeds of $.5 million from the
      exercise of stock options.





-43-





Cash,
      marketable securities and cash equivalents and accounts receivable comprised
      approximately 52.7% and 50.7% of the
      Company's total assets at March 31, 2007 and December 31, 2006, respectively.
      The Company's current ratio (i.e., the ratio of current assets to current
      liabilities) was 5.5 to 1 and 4.5 to 1 at March 31, 2007 and December 31, 2006,
      respectively.





The
      following table sets forth at March 31, 2007 the amounts of payments due under
      specific types of contractual obligations, aggregated by category of contractual
      obligation, for the time periods described below. This table excludes
      liabilities recorded relative to uncertain income tax positions under FIN 48,
      amounting to $12.6 million, as of March 31, 2007 due to the uncertain timing
      of
      the resolution of such matters.


Payments
                  due by periodContractual
                  Obligations
              
              Total
              
              Less
                  than
                1
                  year
              
              1-3years
              
              3-5years
              
              More
                  than
                5
                  yearsCapital
                  expenditure obligations
              
              $
              3,095,709
              
              $
              3,095,709
              
              $
              -
              
              $
              -
              
              $
              -Operating
                  leases
              
              
              5,066,711
              
              
              1,789,440
              
              
              2,133,695
              
              
              1,143,576
              
              
              -Raw
                  material purchase obligations
              
              
              16,527,235
              
              
              16,527,235
              
              
              -
              
              
              -
              
              
              -Total
              
              $
              24,689,655
              
              $
              21,412,384
              
              $
              2,133,695
              
              $
              1,143,576
              
              $
              -




The
      Company is required to pay SERP
      obligations at the occurrence of certain events. As of March 31, 2007, the
      SERP
      had an unfunded benefit obligation of approximately $1.6 million, net of
      deferred income tax benefit. The gross unfunded benefit obligation in the amount
      of $5.0 million is included in long-term liabilities as an unfunded pension
      obligation on the Company’s consolidated balance sheet. The unfunded benefit
      obligation, net of deferred income tax benefits, is included in the accompanying
      consolidated balance sheet as a component of “Other Comprehensive Income.”





-44-




New
      Financial Accounting Standards





In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”, which
      enhances existing guidance for measuring assets and liabilities using fair
      value. This Standard provides a single definition of fair value, together with
      a
      framework for measuring it, and requires additional disclosure about the use
      of
      fair value to measure assets and liabilities. SFAS No. 157 is effective for
      financial statements issued for fiscal years beginning after November 15, 2007,
      and interim periods within those fiscal years. The Company does not believe
      that
      SFAS No. 157 will have a material impact on its financial
      statements.





In
      February 2007, the FASB issued SFAS No. 159 (“SFAS 159”) “The Fair Value Option
      for Financial Assets and Financial Liabilities”, providing companies with an
      option to report selected financial assets and liabilities at fair value. The
      Standard’s objective is to reduce both complexity in accounting for financial
      instruments and the volatility in earnings caused by measuring related assets
      and liabilities differently. It also requires entities to display the fair
      value
      of those assets and liabilities for which the Company has chosen to use fair
      value on the face of the balance sheet. SFAS 159 is effective for fiscal years
      beginning after November 15, 2007. The Company is currently evaluating the
      impact of the adoption of this Statement on its financial statements.





-45-




Item
      3. Quantitative
      and Qualitative Disclosures About Market Risk





Fair
      Value of Financial Instruments — The estimated fair values of financial
      instruments have been determined by the Company using available market
      information and appropriate valuation methodologies.




The
      Company has not entered into, and does not expect to enter into, financial
      instruments for trading or hedging purposes. The Company does not currently
      anticipate entering into interest rate swaps and/or similar
      instruments.





The
      Company's carrying values of cash, marketable securities, accounts receivable,
      accounts payable and accrued expenses are a reasonable approximation of their
      fair value.





The
      Company enters into transactions denominated in U.S. Dollars, Hong Kong Dollars,
      the Macao Pataca, the Chinese Renminbi, Euros and British Pounds. Fluctuations
      in the U.S. dollar exchange rate against these currencies could significantly
      impact the Company's consolidated results of operations.





The
      Company believes that a change in interest rates of 1% or 2% would not have
      a
      material effect on the Company's consolidated statement of operations or balance
      sheet.





-46-





Item
      4. Controls
      and Procedures





a)
            Disclosure
                controls and procedures.
                As of the end of the Company’s most recently completed fiscal quarter
                covered by this report, the Company carried out an evaluation, with
                the
                participation of the Company’s management, including the Company’s chief
                executive officer and vice president of finance, of the effectiveness
                of
                the Company’s disclosure controls and procedures pursuant to Securities
                Exchange Act Rule 13a-15. Based upon that evaluation, the Company’s chief
                executive officer and vice president of finance concluded that the
                Company’s disclosure controls and procedures are effective in ensuring
                that information required to be disclosed by the Company in the reports
                that it files or submits under the Securities Exchange Act is recorded,
                processed, summarized and reported, within the time periods specified
                in
                the SEC’s rules and forms.





b.)
            Changes
                in internal controls over financial reporting:
                There have been no changes in the Company's internal controls over
                financial reporting that occurred during the Company's last fiscal
                quarter
                to which this report relates that have materially affected, or are
                reasonable likely to materially affect, the Company’s internal control
                over financial reporting.





-47-


PART
      II.
      Other Information





Item
      1.  Legal
      Proceedings





The
      Company is a defendant in a lawsuit captioned Halo Electronics, Inc. (“Halo”) v.
      Bel Fuse Inc., Pulse Engineering, Inc. and Technitrol, Inc. brought in Nevada
      Federal District Court. Plaintiff claims that the Company has infringed its
      patents covering certain surface mount discrete magnetic products made by the
      Company. Halo is seeking unnamed damages plus treble damages awarded and demands
      a trial by jury.




The
        Company is a plaintiff in a lawsuit captioned Bel Fuse Inc., a New Jersey
        Corporation v. Halo Electronics, Inc. brought in the United States District
        Court of New Jersey during May 2007. The Company claims that Halo has infringed
        a patent covering certain surface mount discrete magnetic products made by
        Halo.
        The Company is seeking unnamed damages plus interest, costs and attorney
        fees.





The
      Company and two of its officers are defendants in a wrongful termination lawsuit
      brought in the District Court of Frankfurt am Main, Germany by a former employee
      at a foreign subsidiary of the Company. The Company believes it has adequately
      accrued sufficient amounts for this liability in accordance with the terms
      of
      the ex-employee's employment agreement.





The
      Company is a plaintiff in a lawsuit captioned Bel Fuse Inc., a New Jersey
      corporation, and Bel Power, Inc., a Massachusetts corporation, v. Andrew
      Ferencz, Gregory Zovonar, Bernhard Schroter, EE2GO, Inc., a Massachusetts
      corporation, Howard E. Kaepplein and William Ng, brought in the Superior Court
      of the Commonwealth of Massachusetts. The Company was granted injunctive relief
      and is seeking damages against the former stockholders of Galaxy Power, Inc.,
      key employees of Galaxy and a corporation formed by some or all of the
      individual defendants. The Company has alleged that the defendants violated
      their written non-competition, non-disclosure and non-solicitation agreements,
      diverted business and usurped substantial business opportunities with key
      customers, misappropriated confidential information and trade secrets, and
      harmed the Company’s business.





In
      a
      related matter, the Company is a defendant in a lawsuit captioned Robert
      Chimielnski, P.C. on behalf of the stockholder representatives and the former
      stockholders of Galaxy Power, Inc. v. Bel Fuse Inc. et al. brought in the
      Superior Court of the Commonwealth of Massachusetts. This complaint for damages
      and injunctive relief is based on an alleged breach of contract and other
      allegedly illegal acts in a corporate context arising out of the Company’s
      objection to the release of nearly $2.0 million held in escrow under the terms
      of the stock purchase agreement between Galaxy and the Company. The Company
      believes it has adequate defenses regarding this lawsuit and accordingly has
      not
      accrued any liability in connection with such lawsuit.




-48-





The
      Company is a defendant in a lawsuit captioned Murata Manufacturing Company,
      Ltd.
      v. Bel Fuse Inc. et al, brought in Illinois Federal District Court. Plaintiff
      claims that its patent covers all of the Company's modular jack products. That
      party had previously advised the Company that it was willing to grant a
      non-exclusive license to the Company under the patent for a 3% royalty on all
      future gross sales of ICM products; payment of a lump sum of 3% of past sales
      including sales of applicable Insilco products; an annual minimum royalty of
      $500,000; payment of all attorney fees; and marking of all licensed ICM's with
      the third party's patent number. The Company was also a defendant in a lawsuit,
      captioned Regal Electronics, Inc. v. Bel Fuse Inc., brought in California
      Federal District Court. Plaintiff claims that its patent covers certain of
      the
      Company's modular jack products. That party had previously advised the Company
      that it was willing to grant a non-transferable license to the Company for
      an up
      front fee of $500,000 plus a 6% royalty on future sales. The District Court
      has
      granted summary judgment in the Company's favor dismissing Regal Electronics'
      infringement claims, while at the same time the Court dismissed the Company's
      invalidity counterclaim against Regal Electronics. Regal has appealed the
      Court's rejection of its infringement claims to the U.S. Court of Appeals.
      The
      case was heard on February 6, 2007 and the U.S. Court of Appeals upheld the
      District Court’s ruling in favor of the Company.





The
      Company cannot predict the outcome of these matters; however, management
      believes that the ultimate resolution of these matters will not have a material
      impact on the Company's consolidated financial condition or results of
      operations. As at March 31, 2006, no amounts have been accrued in connection
      with these lawsuits, except for the Germany lawsuit, as described above, as
      the
      amounts are not determinable.





The
      Company is not a party to any other legal proceeding, the adverse outcome of
      which is likely to
      have a
      material adverse effect on the Company's consolidated financial condition or
      results of operations.





-49-




Item
      6. Exhibits




(a)
      Exhibits:




31.1
            Certification
                of the Chief Executive Officer pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002  31.2
            Certification
                of the Vice President of Finance pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.  32.1
            Certification
                of the Chief Executive Officer pursuant to Section 906 of the Sarbanes
                -
                Oxley Act of 2002.  32.2
            Certification
              of the Vice-President of Finance pursuant to Section 906 of the
              Sarbanes-Oxley Act of 2002.




-50-





SIGNATURES





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.


BEL
              FUSE
              INC.By:
            /s/
              Daniel BernsteinDaniel
                Bernstein,
              President
                andChief
                Executive Officer By:
            /s/
              Colin DunnColin
                Dunn,
              Vice
                President of Finance





Dated:
      May 10, 2007





-51-


EXHIBIT
      INDEX





Exhibit
      31.1 - Certification of the Chief Executive Officer pursuant to Section 302
      of
      the Sarbanes-Oxley Act of 2002.





Exhibit
      31.2 - Certification of the Vice President of Finance pursuant to Section 302
      of
      the Sarbanes-Oxley Act of 2002.





Exhibit
      32.1 - Certification of the Chief Executive Officer pursuant to Section 906
      of
      the Sarbanes-Oxley Act of 2002.





Exhibit
      32.2 - Certification of the Vice President of Finance pursuant to Section 906
      of
      the Sarbanes-Oxley Act of 2002.