FORM 10-Q/A
                                 (Amendment #1)


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

         [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

         For the quarterly period ended March 31, 2004

                                       OR

         [ ]  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 or other jurisdiction of               (I.R.S. Employer
      incorporation or organization)               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 Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes  X   No
    ---     ---

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

         At April 30, 2004, there were 2,701,663 shares of Class A Common Stock,
$.10 par value, outstanding and 8,581,692 shares of Class B Common Stock, $.10
par value, outstanding.


<PAGE>

                                  BEL FUSE INC.

                                     INDEX
                                                                 Page Number
                                                                 -----------
         Part I.           Financial Information

           Item 1.         Financial Statements                       1

                           Consolidated Balance Sheets as of
                           March 31, 2004 (unaudited) and
                           December 31, 2003                        2 - 3

                           Consolidated Statements of
                           Operations for the Three
                           Months Ended March 31, 2004
                           and 2003 (unaudited)                       4

                           Consolidated Statements of
                           Stockholders' Equity for the
                           Year Ended December 31, 2003
                           and the Three Months Ended
                           March 31, 2004 (Unaudited)                 5

                           Consolidated Statements of
                           Cash Flows for the Three
                           Months Ended March 31,
                           2004 and 2003 (unaudited)                6 - 8

                           Notes to Consolidated Financial
                           Statements (unaudited)                   9 - 25

           Item 2.         Management's Discussion and Analysis
                           of Financial Condition and Results
                           of Operations                           26 - 38

           Item 3.         Quantitative and Qualitative
                           Disclosures About Market Risk              39

           Item 4.         Controls and Procedures                    39

         Part II.    Other Information

           Item 1.   Legal Proceedings                                40

           Item 6.   Exhibits and Reports on Form 8-K                 41

         Signatures                                                   42



<PAGE>

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, 2003.

         The results of operations for the three months ended March 31, 2004 and
2003 are not necessarily indicative of the results for the entire fiscal year or
for any other period.
















                                       -1-


<PAGE>

                         BEL FUSE INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                   March 31,                   December 31,
                                                                      2004                         2003
                                                                --------------               ---------------
                                                                  (Unaudited)
<S>                                                            <C>                           <C>
                                            ASSETS
Current Assets:
     Cash and cash equivalents                                 $   64,686,625                $   57,461,152
     Marketable securities                                          5,713,428                     5,038,749
     Accounts receivable - less allowance for doubtful
      accounts of $1,993,000 and $1,976,000 at
      March 31, 2004 and December 31, 2003, respectively           29,507,371                    30,381,613
     Inventories                                                   26,023,905                    26,228,697
     Prepaid expenses and other current
      assets                                                        2,259,348                     1,704,475
     Deferred income taxes                                            687,000                       650,000
                                                                --------------               ---------------
         Total Current Assets                                     128,877,677                   121,464,686
                                                                --------------               ---------------

Property, plant and equipment - net                                42,844,966                    44,119,786

Intangible assets - net                                             3,428,923                     3,637,985
Goodwill                                                            9,881,854                     9,881,854
Prepaid pension costs                                               1,366,946                     1,359,414
Other assets                                                        1,320,994                     1,352,836
                                                                --------------               ---------------
     TOTAL ASSETS                                              $  187,721,360                $  181,816,561
                                                                ==============               ===============
</TABLE>





           See notes to consolidated unaudited financial statements.
                                      -2-
<PAGE>


                         BEL FUSE INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                    March 31,                December 31,
                                                                      2004                       2003
                                                                 ---------------            --------------
                                                                   (Unaudited)
<S>                                                               <C>                       <C>
                 LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
     Current portion of long-term debt                            $    2,000,000            $    2,000,000
     Accounts payable                                                  8,528,181                 7,514,860
     Accrued expenses                                                  8,772,849                 9,442,689
     Income taxes payablev                                               671,259                   226,432
     Dividends payable                                                   530,000                   530,000
                                                                ----------------            --------------
         Total Current Liabilities                                    20,502,289                19,713,981
                                                                ----------------            --------------
Long-term Liabilities:
     Minimum pension obligation                                        2,085,627                 1,983,627
     Long-term debt - net of current portion                           6,000,000                 6,500,000
     Deferred income taxes                                             7,024,000                 6,764,000
                                                                ----------------            --------------
         Total Long-term Liabilities                                  15,109,627                15,247,627
                                                                ----------------            --------------

         Total Liabilities                                            35,611,916                34,961,608
                                                                ----------------            --------------
Commitments and Contingencies

Stockholders' Equity:
     Preferred stock, no par value,
      authorized 1,000,000 shares;
      none issued                                                             --                        --
     Class A common stock, par value
      $.10 per share - authorized
      10,000,000 shares; outstanding
     2,701,663 and 2,701,663 shares, respectively
     (net of 2,676,225 treasury shares)                                  270,167                   270,167
     Class B common stock, par value
      $.10 per share - authorized
      30,000,000 shares; outstanding 8,515,192
      and 8,460,692 shares, respectively
       (net of 8,405,492 treasury shares)                                851,519                   846,069
     Additional paid-in capital                                       18,683,496                17,352,448
     Retained earnings                                               131,531,424               127,406,693
     Accumulated other comprehensive
      income                                                             772,838                   979,576
                                                                ----------------            --------------
         Total Stockholders' Equity                                  152,109,444               146,854,953
                                                                ----------------            --------------
         TOTAL LIABILITIES AND
           STOCKHOLDERS' EQUITY                                   $  187,721,360            $  181,816,561
                                                                ----------------            --------------
</TABLE>



           See notes to consolidated unaudited financial statements.
                                      -3-

<PAGE>


                         BEL FUSE INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                           Three Months Ended
                                                                                March 31,
                                                                    2004                       2003
                                                                    ----                       ----
<S>                                                            <C>                        <C>
Net Sales                                                      $  42,357,023              $  24,947,359
                                                               -------------              -------------
Costs and expenses:
     Cost of sales                                                29,791,014                 17,967,201
     Selling, general and administrative                           6,950,872                  4,847,054
                                                               -------------              -------------
                                                                  36,741,886                 22,814,255
                                                               -------------              -------------
Income  from operations                                            5,615,137                  2,133,104
Interest expense                                                     (56,766)                   (10,417)
Interest income                                                      104,360                    126,597
                                                               -------------              -------------
Earnings before provision for income taxes                         5,662,731                  2,249,284
Income tax provision                                               1,008,000                    469,000
                                                               -------------              -------------
Net earnings                                                   $   4,654,731              $   1,780,284
                                                               -------------              -------------
Earnings per common share - basic                              $        0.42              $        0.16
                                                               -------------              -------------
Earnings  per common share - diluted                           $        0.41              $        0.16
                                                               -------------              -------------
Weighted average common shares
 outstanding - basic                                              11,203,536                 10,945,417
                                                               -------------              -------------
Weighted average common shares
 outstanding - diluted                                            11,454,606                 11,071,875
                                                               -------------              -------------
</TABLE>

            See notes to consolidated unaudited financial statements.
                                       -4-

<PAGE>
                         BEL FUSE INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                                             Accumulated
                                                                                Other
                                                 Compre-                       Compre-          Class A   Class B    Additional
                                                 hensive         Retained      hensive           Common    Common      Paid-In
                                  Total       Income (loss)      Earnings    Income (loss)       Stock     Stock       Capital
                              -------------   --------------- -------------  --------------     --------  --------  ------------
<S>                           <C>               <C>            <C>            <C>               <C>       <C>        <C>
Balance, January 1, 2003      $ 130,659,147                    $115,632,819   $    (50,132)     $267,623  $826,149   $13,982,688
Exercise of stock
  options                         2,580,224                                                        2,544    19,920     2,557,760
Tax benefits arising
  from the disposition of
  non-qualified
  incentive stock options           812,000                                                                              812,000
Cash dividends on Class A
  common stock                     (322,234)                       (322,234)
Cash dividends on Class B
  common stock                   (1,667,586)                     (1,667,586)
Currency translation
  adjustment - net of tax         1,014,808     $  1,014,808                     1,014,808
Increase in marketable
  securities-net of taxes            14,900           14,900                        14,900
Net income                       13,763,694       13,763,694     13,763,694
                                                ------------
      Comprehensive income                      $ 14,793,402
                                                ------------
                              -------------                    ------------   ------------      --------  --------   -----------
Balance, December 31, 2003      146,854,953                     127,406,693        979,576       270,167   846,069    17,352,448
Exercise of stock
  options                         1,146,498                                                                  5,450     1,141,048
Tax benefits arising
  from the disposition of
  non-qualified
  incentive stock options           190,000                                                                              190,000
Cash dividends on Class A
  common stock                     (135,000)                       (135,000)
Cash dividends on Class B
  common stock                     (395,000)                       (395,000)
Currency translation
  adjustment - net of tax          (222,438)    $   (222,438)                     (222,438)
Increase in marketable
  securities-net of taxes            15,700           15,700                        15,700
Net income                        4,654,731        4,654,731      4,654,731
                                                ------------
      Comprehensive income                      $  4,447,993
                                                ------------
                              -------------                    ------------   ------------      --------  --------   -----------
Balance, March 31, 2004       $ 152,109,444                    $131,531,424   $    772,838      $270,167  $851,519   $18,683,496
                              =============                    ============   ============      ========  ========   ===========
</TABLE>
                 See notes to consolidated financial statements.
                                      -5-
<PAGE>


                         BEL FUSE INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                                                       March 31,
                                                           2004                       2003
                                                           ----                       ----
<S>                                                   <C>                         <C>
Cash flows from operating
 activities:
     Net income                                       $  4,654,731                $  1,780,284
Adjustments to reconcile net
 income to net cash provided
 by operating activities:
     Depreciation and amortization                       2,231,510                   1,494,570
     Other                                                 190,000
                                                                                            --
     Deferred income taxes                                 219,000                     312,000
     Changes in operating assets
      and liabilities (net of acquisitions)              1,247,516                   1,143,947
                                                      ------------                ------------
        Net Cash Provided by
         Operating Activities                            8,542,757                   4,730,801
                                                      ------------                ------------
Cash flows from investing activities:
     Purchase of property, plant
      and equipment                                       (672,388)                   (676,512)
     Purchase of marketable
      securities                                          (646,445)                         --
     Payment for acquisitions - net of
       cash acquired                                       (74,539)                (36,047,303)
     Proceeds from repayment
      by contractors                                         7,250                       7,250
     Proceeds from sale of
      marketable securities                                     --                   4,904,875
                                                      ------------                ------------
         Net Cash Used in
            Investing Activities                        (1,386,122)                (31,811,690)
                                                      ------------                ------------
</TABLE>

           See notes to consolidated unaudited financial statements.
                                      -6-

<PAGE>

                         BEL FUSE INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                          Three Months Ended
                                                                               March 31,
                                                                   2004                       2003
                                                                   ----                       ----
<S>                                                           <C>                         <C>
Cash flows from financing
   activities:
     Proceeds from borrowings                                           --                  10,000,000
     Loan repayments                                              (500,000)                         --
     Proceeds from exercise of
      stock options                                              1,146,498                     139,948
     Dividends paid to common
      shareholders                                                (530,000)                   (412,000)
                                                              ------------                ------------
        Net Cash Provided By
          Financing Activities                                     116,498                   9,727,948
                                                              ------------                ------------

Effect of exchange rate change on cash                             (47,660)                         --
                                                              ------------                ------------
Net Increase (decrease) in
     Cash and Cash Equivalents                                   7,225,473                 (17,352,941)
Cash and Cash Equivalents
  - beginning of period                                         57,461,152                  59,002,581
                                                              ------------                ------------
Cash and Cash Equivalents
  - end of period                                             $ 64,686,625                $ 41,649,640
                                                              ============                ============

 Changes in operating assets
  and liabilities (net of acquisitions) consist of:
     Decrease in accounts receivable                          $    766,031                $  3,180,866
     Decrease (increase) in inventories                            155,746                  (2,090,807)
     Increase in prepaid
      expenses and other
      current assets                                              (554,873)                 (1,211,131)
     Decrease in prepaid taxes                                          --                     169,290
     Decrease in other assets                                       23,609                      73,178
     Increase in accounts payable                                1,004,960                     255,185
     Increase in income taxes payable                              444,827                          --
     (Decrease) increase in
      accrued expenses                                            (592,784)                    767,366
                                                              ------------                ------------
                                                              $  1,247,516                $  1,143,947
                                                              ============                ============
</TABLE>


           See notes to consolidated unaudited financial statements.
                                      -7-

<PAGE>


                         BEL FUSE INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Concluded)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                        Three Months Ended
                                                                             March 31,
                                                                  2004                       2003
                                                                  ----                       ----
<S>                                                         <C>                         <C>
Supplementary information:
     Cash paid during the year for:
        Income taxes                                        $    269,000                $    205,000
                                                            ------------                ------------
        Interest                                            $     56,000                $         --
                                                            ------------                ------------
     Details of acquisitions:
        Fair value of assets
         acquired (excluding cash of $799,000
         in 2003)                                           $         --                $ 35,832,278
        Intangibles                                               74,539                   6,662,146
     Less: cash on deposit previous year                              --                  (6,447,121)
                                                            ------------                ------------
     Cash paid for acquisitions                             $     74,539                $ 36,047,303
                                                            ============                ============
</TABLE>










           See notes to consolidated unaudited financial statements.
                                      -8-



<PAGE>


                         BEL FUSE INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.       Basis of Presentation and Accounting Policies

The consolidated balance sheet as of March 31, 2004, and the consolidated
statements of operations 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 and cash flows for all periods presented have been made.
The information for the consolidated balance sheet as of December 31, 2003 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 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 the
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, 2004 and December 31, 2003, cash equivalents
approximated $36,248,000 and $25,228,000, respectively.

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

                                       -9-
<PAGE>

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

FOREIGN CURRENCY TRANSLATION - The functional currency for some foreign
operations is the local currency. Assets and liabilities of foreign operations
are translated at year end rates of exchange and income, expense and cash flow
items are translated at the average exchange rate for the year. 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. A combination of current and historical exchange rates
is used in measuring the local currency transactions of these subsidiaries and
the resulting exchange adjustments are included in the statement of operations.
Foreign currency losses were $12,000 and $6,000 for the three months ended March
31, 2004 and 2003, respectively, and are included in Selling, General and
Administrative expenses in the statement 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. 101, "Revenue
Recognition in Financial Statements" ("SAB 101"). 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 probable 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.

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.

                                      -10-
<PAGE>

The Company typically has a twelve-month warranty policy for workmanship
defects. Warranty returns have historically averaged approximately below 1% of
annual net sales.

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 AND OTHER INTANGIBLES - In June 2001, the Financial Accounting
Standards Board ("FASB") issued SFAS No. 142, "Goodwill and Other Intangible
Assets" ("SFAS 142"). SFAS 142 specifies the financial accounting and reporting
for acquired goodwill and other intangible assets. Goodwill and intangible
assets that have indefinite useful lives are not amortized but rather they are
tested at least annually for impairment unless certain impairment indicators are
identified. This standard was effective for fiscal years beginning after
December 15, 2001. The Company tests goodwill for impairment, at least 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. Upon adoption of this
standard, the Company allocated its goodwill and other intangibles to two
reporting units - North America and Asia.

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.

                                      -11-


<PAGE>

Except for a portion of foreign earnings, 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 dividends.

STOCK -OPTION PLAN - The Company accounts for equity-based compensation issued
to employees in accordance with Accounting Principles Board ("APB") Opinion No.
25 "Accounting for Stock Issued to Employees". APB No. 25 requires the use of
the intrinsic value method, which measures compensation cost as the excess, if
any, of the quoted market price of the stock at the measurement date over the
amount an employee must pay to acquire the stock. The Company makes disclosures
of pro forma net earnings and earnings per share as if the fair-value-based
method of accounting had been applied as required by SFAS No. 123 "Accounting
for Stock-Based Compensation-Transition and Disclosure".

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure, an amendment of FASB Statement No. 123".
SFAS No. 148 provides alternative methods of transition for a voluntary change
to the fair value based method of accounting for stock-based employee
compensation. It also requires disclosure in both annual and interim financial
statements about the method of accounting for stock-based employee compensation
and the effect of the method used on reported results. SFAS No. 148 is effective
for annual and interim periods beginning after December 15, 2002. The Company
will continue to account for stock-based employee compensation under the
recognition and measurement principle of APB Opinion No. 25 and related
interpretations.

The Company has adopted the disclosure-only provisions of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation"(SFAS No.
123). Had compensation cost for the Company's stock option plan been determined
based on the fair value at the grant date for awards in 2003 consistent with the
provisions of SFAS No. 123, the Company's net earnings and earnings per share
would have been reduced to the pro forma amounts indicated below:

                                                      March 31,
                                       -------------------------------------
                                             2004                  2003
                                       -----------------    ----------------
Net earnings - as reported               $  4,654,731         $  1,780,284
Stock-based compensation expense
   using fair value method                   (309,899)            (419,723)
                                         ------------         ------------
Net earnings - pro forma                 $  4,344,832         $  1,360,561
                                         ============         ============
Earnings per share -
   basic-as reported                     $       0.42         $       0.16
                                         ============         ============
Earnings per share -
   basic-pro forma                       $       0.39         $       0.12
                                         ============         ============
Earnings per share -
  diluted-as reported                    $       0.41         $       0.16
                                         ============         ============
Earnings per share -
  diluted-pro forma                      $       0.38         $       0.12
                                         ============         ============


                                      -12-

<PAGE>

The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted-average
assumptions used for grants in 2003: dividends yield of .9%, expected volatility
of 76% for Class A, and 54% for Class B; risk-free interest rate of 2%, and
expected lives of 5 years. No options were granted during the three months ended
March 31, 2004.

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, 2004 and 2003 amounted to $1.8
million and $1.6 million, respectively.

EVALUATION OF LONG-LIVED ASSETS - The Company reviews property and equipment 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.

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 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 and warrants which, if
exercised, would have a dilutive effect on earnings per share.

The following table includes a reconciliation of shares used in the calculation
of basic and diluted earnings per share:

<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                                                      March 31,
                                                                      ---------
                                                                 2004           2003
                                                                 ----           ----
   <S>                                                        <C>            <C>
   Weighted average shares outstanding - basic                11,203,536     10,945,417
   Dilutive impact of options  and warrants outstanding          251,070        126,458
                                                              ----------     ----------

   Weighted average shares outstanding - diluted              11,454,606     11,071,875
                                                              ==========     ==========
</TABLE>


 During the three months ended March 31, 2004 and 2003, respectively, -0- and
 251,100 of outstanding options were not included in the foregoing computations
 because they were antidilutive.

                                      -13-

<PAGE>

FAIR VALUE OF FINANCIAL INSTRUMENTS - For financial instruments, including cash,
accounts receivable, accounts payable and accrued expenses, it was assumed that
the carrying amount approximated fair value because of the short maturities of
such instruments. Interest rates that are currently available to the Company for
issuance of debt with similar terms and remaining maturities are used to
estimate fair value for bank debt. The carrying amounts of bank debt is a
reasonable estimate of fair value.

RECLASSIFICATIONS - Certain reclassifications have been made to prior period
amounts to conform to the current year presentation.

2.       Acquisitions

On March 22, 2003, the Company acquired certain assets (including cash acquired
of $799,000), subject to certain liabilities, and common shares of certain
entities comprising the Passive Components Group of Insilco Technologies, Inc.
("Insilco") for $37.0 million in cash, including transaction costs of
approximately $1.4 million. This acquisition included the Stewart Connector
Systems Group ("Stewart"), InNet Technologies ("InNet") and the Signal
Transformer Group ("Signal Transformer"). The purchase price has been allocated
to both tangible and intangible assets and liabilities based on estimated fair
values after considering various independent formal appraisals. Approximately
$1.6 million of identifiable intangible assets (patents) arose from this
transaction; such intangible assets will be amortized on a straight line basis
over a period of five years. In addition, $2.9 million has been attributed to
goodwill. Patents having a carrying value of $1.6 million and goodwill of $.8
million have been included in the Company's Asia reporting unit. Goodwill of
$1.5 million and $.6 million has been included in the Company's North America
and European reporting units, respectively.

Both Bel and the acquired InNet/Stewart Group were leaders in the Integrated
Connector Module ("ICM") market with their respective MagJack product offerings.
Consolidating the engineering, manufacturing and sales capabilities of Bel and
InNet/Stewart has strengthened the Company's leadership in this important
market. The Company's expertise in electrical engineering and high-volume,
low-cost manufacturing complements InNet/Stewart's strengths in mechanical
design and engineering.

Effective January 2, 2003, the Company entered into an asset purchase agreement
with Advanced Power Components plc ("APC") to purchase the communication
products division of APC for $5.5 million in cash plus the assumption of certain
liabilities. The agreement also required the Company to make contingent payments
equal to 5% of sales (as defined) in excess of $5.5 million per year for the
years 2003 and 2004. No contingent purchase price payments were made during 2003
and no contingent purchase price payment amounts are due as of March 31, 2004.
The purchase price has been allocated to both tangible and intangible assets and
liabilities based on estimated fair values. Goodwill of approximately $2.1
million has been included in the Company's Asia reporting segment.

There was no in-process research and development acquired as part of these
acquisitions.

                                      -14-
<PAGE>

These transactions were accounted for using the purchase method of accounting
and, accordingly, the results of operations of Insilco's Passive Components
Group have been included in the Company's financial statements from March 22,
2003 and the results of operations of APC have been included in the Company's
financial statements from January 2, 2003.

The following unaudited pro forma summary results of operations assumes that
both Insilco and APC had been acquired as of January 1, 2003 (in thousands):

                                            Three Months Ended
                                                March 31,
                                                ---------
                                                  2003
                                                  ----
        Sales                                  $ 40,660
        Net income (loss)                         2,641
        Earnings per share - diluted               0.24

The information above is not necessarily indicative of the results of operations
that would have occurred if the acquisitions had been consummated as of January
1, 2003. Such information should not be construed as being a representation of
the future results of operations of the Company.

A condensed balance sheet of the major assets and liabilities of the acquired
entities at the acquisition date is as follows:

             Cash                              $    799,000
             Accounts receivable                 14,764,000
             Inventories                         15,613,000
             Prepaid expenses                       327,000
             Property, plant and
               equipment                         11,049,000
             Other assets                           244,000
             Goodwill                             5,062,000
             Patents                              1,600,000
             Accounts payable                    (2,748,000)
             Accrued expenses                    (3,540,000)
             Income taxes payable                   566,000
             Deferred income taxes
               payable                             (421,000)
                                               ------------
             Net assets acquired               $ 43,315,000
                                               ============


3.       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.

                                      -15-


<PAGE>

Effective January 1, 2002, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets". Under SFAS No.
142, goodwill and intangible assets deemed to have indefinite lives are no
longer amortized, but are subject to, at a minimum, an annual impairment test.
If the carrying value of goodwill or intangible assets exceeds its fair market
value, an impairment loss would be recorded.

Upon adoption of SFAS 142 on January 1, 2002, the Company completed an
impairment test and, based on the results of a valuation performed, management
concluded that there was no impairment. This conclusion was based on the results
of a discounted projected cash flow model, including an estimate of terminal
value and various other generally accepted valuation methodologies. In 2001, the
electronics industry and more specifically, the Telecom sector, overestimated
their future requirements, which resulted in lower revenues and profits for the
Company. By late 2002, management had concluded that a market turnaround was not
likely to occur as had been expected.

In late 2002, management concluded that it needed to revise projected revenue,
profit and cash flows projections in 2003 and beyond based on market conditions.
Management performed the required annual impairment test during the fourth
quarter of 2002 based on the same valuation methodology used by the Company upon
adopting SFAS 142 and concluded that an impairment charge of $5.2 million was
appropriate. The $5.2 million impairment charge impacted the Company's North
America and Asia geographic reporting units by $2.3 million and $2.9 million,
respectively. Management performed the required annual impairment test during
the fourth quarter of 2003 and concluded that there was no impairment in any of
its geographic reporting units.

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 4 to 10 years. Amortization expense
was $284,000 and $192,000 for the three months ended March 31, 2004 and 2003,
respectively.

Under the terms of the E-Power and Current Concepts, Inc. acquisition
agreements, of May 11, 2001, the Company is required to make contingent purchase
price payments up to an aggregate of $7.6 million should the acquired companies
attain specified sales levels. E-Power will be paid $2.0 million in contingent
purchase price payments when sales, as defined, reach $15.0 million and an
additional $4.0 million when sales reach $25.0 million on a cumulative basis
through May 2007. No payments have been required through March 31, 2004 with
respect to E-Power. Current Concepts will be paid 16% of sales, as defined, on
the first $10.0 million of sales through May 2007. During the three months ended
March 31, 2004 and 2003, the Company paid approximately $75,000 and $29,000,
respectively, in contingent purchase price payments to Current Concepts. The
contingent purchase price payments are accounted for as additional purchase
price and increase other intangibles when such payment obligations are incurred.

                                      -16-


<PAGE>

The changes in the carrying value of goodwill classified by geographic reporting
units, net of accumulated amortization, for the three months ended March 31,
2004 and the year ended December 31,2003 are as follows:

<TABLE>
<CAPTION>
                                                  Total              Asia          North America         Europe
                                                  -----              ----          -------------         ------
<S>                                           <C>               <C>                <C>                <C>
      Balance, January 1, 2003                $   4,819,563     $   3,396,181      $   1,423,382      $         --

      Goodwill allocation
        related to acquisitions                   5,062,291         3,011,254          1,445,710           605,327
                                              -------------     -------------      -------------      ------------

      Balance December 31, 2003                   9,881,854         6,407,435          2,869,092           605,327

      Goodwill allocation
        related to acquisitions                          --                --                 --                --
                                              -------------     -------------      -------------      ------------

      Balance March 31, 2004                  $   9,881,854     $   6,407,435      $   2,869,092      $    605,327
                                              =============     =============      =============      ============
</TABLE>

         The components of other intangibles are as follows:

<TABLE>
<CAPTION>
                                                   December 31, 2003
                                           Total                           Asia                        North America
                             -----------------------------   -----------------------------    -----------------------------
                             Gross Carrying    Accumulated   Gross Carrying    Accumulated    Gross Carrying    Accumulated
                                 Amount       Amortization       Amount       Amortization       Amount        Amortization
                             -------------    ------------   --------------   ------------    --------------   ------------
<S>                          <C>              <C>            <C>              <C>             <C>              <C>
 Patents and Product
   Information               $   2,935,000    $   863,591    $   2,653,000    $   741,680     $     282,000    $   121,911

 Covenants not-to-compete        3,169,987      1,603,411        3,169,987      1,603,411                --             --

 Supply agreement                2,660,000      2,660,000        1,409,800      1,409,800         1,250,200      1,250,200
                              ------------     ----------     ------------     ----------     -------------     ----------

                             $   8,764,987    $ 5,127,002    $   7,232,787    $ 3,754,891     $   1,532,200    $ 1,372,111
                             =============    ===========    =============    ===========     =============    ===========
</TABLE>

<TABLE>
<CAPTION>
                                                      March 31, 2004
                                           Total                           Asia                        North America
                             -----------------------------   -----------------------------    -----------------------------
                             Gross Carrying   Accumulated    Gross Carrying   Accumulated     Gross Carrying   Accumulated
                                 Amount      Amortization        Amount      Amortization        Amount       Amortization
                             -------------   ------------    --------------  ------------     --------------  ------------
<S>                          <C>             <C>             <C>             <C>              <C>             <C>
 Patents and Product
   Information               $  2,935,000    $   982,119     $  2,653,000    $   853,158      $    282,000    $   128,961

 Covenants not-to-compete       3,244,526      1,768,484        3,244,526      1,768,484                --             --

 Supply agreement               2,660,000      2,660,000        1,409,800      1,409,800         1,250,200      1,250,200
                             ------------    -----------     ------------    -----------      ------------    -----------

                             $  8,839,526    $ 5,410,603     $  7,307,326    $ 4,031,442      $  1,532,200    $ 1,379,161
                             ============    ===========     ============    ===========      ============    ===========
</TABLE>




                                      -17-

<PAGE>

         Amortization expense for other intangible assets for the next five
years is as follows:


                        Year Ending      Amortization
                        December 31,       Expense
                        ------------       -------

                           2004          $1,117,000
                           2005           1,031,000
                           2006             806,000
                           2007             417,000
                           2008             266,000
                                         ----------
                          Total          $3,637,000
                                         ==========
4.       Inventories

The components of inventories are as follows:


                                      March 31,        December 31,
                                        2004              2003
                                        ----              ----
            Raw materials           $13,415,683       $12,421,655
            Work in progress          2,107,279         2,094,474
            Finished goods           10,500,943        11,712,568
                                    -----------       -----------
                                    $26,023,905       $26,228,697
                                    ===========       ===========

5.       Restructuring Charges

During the three months ended March 31, 2004 and 2003, the Company incurred
approximately $89,000 and $161,000, respectively, of severance costs and
anticipates additional severance expenses for the remainder of 2004 of
approximately $250,000 as additional jobs are moved to mainland China and Hong
Kong operations are restructured.




                                      -18-


<PAGE>

6.       Business 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 Ended
                                                          March 31,
                                           --------------------------------
                                               2004                2003
                                           -----------         ------------

          Total Revenues:
             North America                $ 19,613,333         $ 7,427,974
             Asia                           30,485,269          23,036,359
             Europe                          3,784,100             632,967
             Less intergeographic
              revenues                     (11,525,679)         (6,149,941)
                                          ------------         ------------
                                          $ 42,357,023         $24,947,359
                                          ============         ===========
          Income from Operations:
            North America                 $  1,384,986         $   151,235
            Asia                             3,855,152           1,807,230
            Europe                             374,999             174,639
                                          ------------         ------------
                                          $  5,615,137         $ 2,133,104
                                          ============         ===========

7.       Debt

On March 21, 2003, the Company entered into a $10 million secured term loan. The
loan was used to partially finance the Company's acquisition of Insilco's
Passive Components Group. The loan is payable in 20 equal quarterly installments
of principal with a final maturity on March 31, 2008 and currently bears
interest at LIBOR plus 1.25 percent (2.625 percent at March 31, 2004) payable
quarterly. The rate may vary based upon the Company's performance with respect
to certain financial covenants. In addition, the note may be prepaid in certain
circumstances. The loan is collateralized with a first priority security
interest in and lien on 65% of all the issued and outstanding shares of the
capital stock of certain of the foreign subsidiaries of Bel and all other
personal property and certain real property of Bel. The Company is required to
maintain certain financial covenants, as defined in the agreement. As of March
31, 2004, the Company was in compliance with all financial covenants. As of
March 31, 2004, the balance due on the term loan was $8.0 million. For the three
months ended March 31, 2004, the Company recorded interest expense of
approximately $57,000.

                                      -19-


<PAGE>

8   Accrued Expenses

     Accrued expenses consist of the following:

                                        March 31, 2004     December 31, 2003
                                       ---------------     -----------------
        Sales commissions              $     1,271,128     $       1,378,925
        Subcontracting labor                 2,037,412             1,900,189
        Salaries, bonuses and
         related benefits                    2,233,623             3,047,904
        Other                                3,230,685             3,115,671
                                       ---------------     -----------------
                                       $     8,772,848     $       9,442,689
                                       ===============     =================


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 will be made with Company stock purchased in the open market. The
expense for the three months ended March 31, 2004 and 2003 amounted to
approximately $109,000 and $37,000, respectively. As of March 31, 2004, the
plans owned 20,910 and 120,501 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, 2004 and 2003 amounted to approximately $107,000 and
$106,000, respectively. As of March 31, 2004, the plan owned 3,323 and 12,256
shares of Bel Fuse Inc. Class A and Class B common stock, respectively.

The Supplemental Executive Retirement Plan (the "Plan") is designed to provide a
limited group of key management and highly compensated employees of the Company
supplemental retirement and death benefits. The Plan was established by the
Company in 2002. Employees are selected at the sole discretion of the Board of
Directors of the Company to participate in the Plan. The Plan is unfunded. The
Company utilizes life insurance to partially cover its obligations under the
Plan. The benefits available under the Plan vary according to when and how the
participant terminates employment with the Company. If a participant retires
(with the prior written consent of the Company) on his normal retirement date
(65 years old, 20 years of service, and 5 years of Plan participation), his
normal retirement benefit under the Plan would be annual payments equal to 40%
of his average base compensation (calculated using compensation from

                                      -20-


<PAGE>

the highest 5 consecutive calendar years of Plan participation), payable in
monthly installments for the remainder of his life. If a participant retires
early from the Company (55 years old, 20 years of service, and 5 years of Plan
participation), his early retirement benefit under the Plan would be an amount
(i) calculated as if his early retirement date were in fact his normal
retirement date, (ii) multiplied by a fraction, with the numerator being the
actual years of service the participant has with the Company and the denominator
being the years of service the participant would have had if he had retired at
age 65, and (iii) actuarially reduced to reflect the early retirement date. If a
participant dies prior to receiving 120 monthly payments under the Plan, his
beneficiary would be entitled to continue receiving benefits for the shorter of
(i) the time necessary to complete 120 monthly payments or (ii) 60 months. If a
participant dies while employed by the Company, his beneficiary would receive,
as a survivor benefit, an annual amount equal to (i) 100% of the participant's
annual base salary at date of death for one year, and (ii) 50% of the
participant's annual base salary at date of death for each of the following 4
years, each payable in monthly installments. The Plan also provides for
disability benefits, and a forfeiture of benefits if a participant terminates
employment for reasons other than those contemplated under the Plan. The expense
for the three months ended March 31, 2004 and 2003 amounted to approximately
$94,000 and $82,000, respectively.




10.      Common Stock

The Company maintains two classes of outstanding common stock, Class A Common
Stock ("Class A") and Class B Common Stock ("Class B"). The following is a
summary of the pertinent rights and privileges of each class outstanding:

         o    Voting - Class A receives one vote per share; Class B is
              non-voting;

         o    Dividends (cash) - Cash dividends are payable at the discretion of
              the Board of Directors and is subject to a 5% provision whereby
              cash dividends paid out to Class B must be at least 5% higher per
              share annually than Class A. At the discretion of the Board of
              Directors, Class B may receive a cash dividend without Class A
              receiving a cash dividend.

         o    Dividends (other than cash) and distributions in connection with
              any recapitalization and upon liquidation, dissolution or winding
              up of the Company - Shared equally among Class A and Class B;

         o    Mergers and consolidations - Equal amount and form of
              consideration per share among Class A and Class B;

         o    Class B Protection - Any person or group that purchases 10% or
              more of the outstanding Class A (excluding certain shares, as
              defined) must make a public cash tender offer (within 90 days) to
              acquire additional shares of Class B to avoid disproportionate
              voting rights. Failure to do so will result in forfeiture of
              voting rights for those shares acquired after the
              recapitalization. Alternatively, the purchaser can sell Class A
              shares to reduce their holdings below 10% (excluding shares owned
              prior to recapitalization). Above 10%, this protection transaction
              is triggered every 5% (e.g., 15%, 20%, 25%, etc.);

         o    Convertibility - Not convertible into another class of Common
              stock or any other security by the Company, unless by resolution
              by the Board of Directors to convert such shares as a result of
              either class becoming excluded from quotation on NASDAQ, or if
              total outstanding shares of Class A falls below 10% of the
              aggregate number of outstanding shares of both classes (in which
              case, all Class B shares will be automatically converted in Class
              A shares).

         o    Transferability and trading - Both Class A and Class B are freely
              transferable and publicly traded on NASDAQ National Market;

         o    Subdivision of shares - Any split, subdivision or combination of
              the outstanding shares of Class A or Class B must be
              proportionately split with the other class in the same manner and
              on the same basis.

                                       21
<PAGE>


11.      Comprehensive Income


Comprehensive income for the three months ended March 31, 2004 and 2003 consists
of:

                                                 Three Months Ended
                                                      March 31,
                                                2004             2003
                                                ----             ----
      Net earnings                          $ 4,654,731      $ 1,780,284
      Currency translation adjustment-
         net of taxes                          (222,438)          (6,515)
      Increase in marketable
        securities - net of taxes                15,700               --
                                            -----------      -----------
      Comprehensive income                  $ 4,447,993      $ 1,773,769
                                            ===========      ===========


12.      Legal Proceedings


a)   The Company has been a party to an ongoing arbitration proceeding related
     to the acquisition of its Telecom business in 1998. The Company believes
     that the seller breached the terms of a related Global Procurement
     Agreement dated October 2, 1998 and is seeking damages related thereto.
     During February, 2004, the Company and the seller agreed in principle to
     settle the matter. The settlement, if successfully concluded, will result
     in a payment to the Company and an unconditional release by the seller of
     all counterclaims against the Company. The gain contingency will be
     recognized when received.

                                      -22-

<PAGE>

b)   The Company has received a letter from a third party which states that its
     patent covers all of the Company's modular jack products and indicates the
     third party's willingness to grant a non-exclusive license to the Company
     under the patent for a 3% royalty on all future gross sales of ICM
     products; payments 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 has received another letter from a third
     party which states that its patent covers certain of the Company's modular
     jack products and indicates the third party's willingness 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 Company believes that none of its products
     are covered by these patents and intends to vigorously defend its position.
     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. This statement represents a forward looking
     statement; outcomes in legal proceedings are difficult to predict, due in
     part to the difficulties associated with the proof of facts in such
     proceedings.

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


13.  Recent Accounting Pronouncements


In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." This Statement requires recording costs
associated with exit or disposal activities at their fair values when a
liability has been incurred. Under previous guidance, certain exit costs were
accrued upon management's commitment to an exit plan. The Company adopted SFAS
No. 146 on January 1, 2003. The adoption of SFAS No. 146 did not have a material
impact on the Company's result of operations or financial position.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement No. 133 on
Derivative Instruments and Hedging Activities." This statement amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities under FASB Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This Statement is effective for contracts
entered into or modified after June 30, 2003, and for hedging relationships
designated after June 30, 2003. Management believes that this statement did not
have a material impact on the Company's results of operations or financial
position.

                                      -23-


<PAGE>

In November 2002, the FASB issued FASB Interpretation No. 45 (FIN 45),
Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others, and interpretation of FASB
Statements No. 5, 57,and 107 and Rescission of FASB Interpretation No. 34. FIN
45 clarifies the requirements of FASB Statement No. 5, Accounting for
Contingencies, relating to the guarantor's accounting for, and disclosure of,
the issuance of certain types of guarantees. This interpretation clarifies that
a guarantor is required to recognize, at the inception of certain types of
guarantees, a liability for the fair value of the obligation undertaken in
issuing the guarantee. The initial recognition and initial measurement
provisions of this Interpretation are applicable on a prospective basis to
guarantees issued or modified after December 31, 2002, irrespective of the
guarantor's fiscal year-end. The disclosure requirements in this interpretation
were effective for financial statements of interim or annual periods ending
after December 15, 2002. The Company adopted FIN 45 on January 1, 2003. The
adoption of FIN 45 did not have a material impact on the Company's results of
operations or financial position.

In January 2003, the FASB issued FIN No. 46, Consolidation of Variable Interest
Entities. In December 2003, the FASB issued FIN No. 46 (Revised) ("FIN 46-R") to
address certain FIN 46 implementation issues. This interpretation requires that
the assets, liabilities, and results of activities of a Variable Interest Entity
("VIE") be consolidated into the financial statements of the enterprise that has
a controlling interest in the VIE. FIN 46R also requires additional disclosures
by primary beneficiaries and other significant variable interest holders. For
entities acquired or created before February 1, 2003, this interpretation is
effective no later than the end of the first interim or reporting period ending
after March 15, 2004, except for those VIE's that are considered to be special
purpose entities, for which the effective date is no later than the end of the
first interim or annual reporting period ending after December 15, 2003. For all
entities that were acquired subsequent to January 31, 2003, this interpretation
is effective as of the first interim or annual period ending after December 31,
2003. The adoption of FIN 46 did not have a material impact on the Company's
results of operations or financial position.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity." SFAS No. 150
clarifies the accounting for certain financial instruments with characteristics
of both liabilities and equity and requires that those instruments be classified
as liabilities in statements of financial position. Previously, many of those
financial instruments were classified as equity. SFAS No. 150 is effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
is effective at the beginning of the first interim period beginning after June
15, 2003. The adoption of the provisions of SFAS No. 150 did not have a material
impact on the Company's financial position.

                                      -24-


<PAGE>

In December 2003, the FASB issued SFAS No. 132 (Revised) ("SFAS No. 132-R"),
"Employer's Disclosure about Pensions and Other Postretirement Benefits." SFAS
No. 132-R retains disclosure requirements of the original SFAS No. 132 and
requires additional disclosures relating to assets, obligations, cash flows, and
net periodic benefit cost for defined benefit pension plans and defined benefit
post retirement plans. SFAS No. 132-R is effective for fiscal years ending after
December 15, 2003, except that certain disclosures are effective for fiscal
years ending after June 15, 2004. Interim period disclosures are effective for
interim periods beginning after December 15, 2003. The adoption of the
disclosure provisions of revised SFAS No. 132-R did not have a material impact
on the Company's historical disclosure.














                                      -25-


<PAGE>


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, 2003. 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 1 of the Company's Annual Report on Form 10-K
for the year ended December 31, 2003, 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 hereof 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.

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, 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.

                                      -26-


<PAGE>

           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.

       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. At
December 31, 2003, approximately $8.7 million of inventory was on hand,
including $3.1 million of raw materials received from the outstanding purchase
commitments (at original cost before the write-down or reserve of $12.0 million
in 2001). During the third quarter of 2003 approximately $2.5 million of this
inventory was scrapped. Management intends to retain the balance of this
inventory for possible use in future orders. 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.

      The following is a quarterly schedule of material reintroduced into
production since the initial $12 million charge in the fourth fiscal quarter
of 2001.

                    4th Quarter        2001       $ 164,329

                    1st Quarter        2002           4,538
                    2nd Quarter        2002          68,098
                    3rd Quarter        2002          38,914
                    4th Quarter        2002         271,163

                    1st Quarter        2003          77,069
                    2nd Quarter        2003          80,046
                    3rd Quarter        2003          28,851
                    4th Quarter        2003          98,263

                    1st Quarter        2004          31,051
                                                  ---------
                                                  $ 862,322
                                                  =========



                                      -27-


<PAGE>

         Acquisitions
         ------------

         Acquisitions continue to be a key element in the Company's growth
strategy. If the Company's evaluation of a target company misjudges its
technology, estimated future sales and profitability levels, or ability to keep
pace with the latest technology, these factors could impair the value of the
investment, which could materially adversely affect the Company's profitability.

         Income Taxes
         ------------

         The Company files income tax returns in every jurisdiction in which it
has reason to believe it is subject to tax. Historically, the Company has been
subject to examination by various taxing jurisdictions. To date, none of these
examinations has resulted in any material additional tax. Nonetheless, any tax
jurisdiction may contend that a filing position claimed by the Company regarding
one or more of its transactions is contrary to that jurisdiction's laws or
regulations.

         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. These products are designed to protect, regulate, connect,
isolate or manage a variety of electronic circuits.

         During the first quarter of 2004, approximately $14.2 million of the
sales increase compared to the first quarter of 2003, is attributable to the
acquisition by the Company of Insilco's Passive Components Group and APC during
2003.

         Gross profit margins have been favorably impacted due to various cost
cutting measures implemented by the Company. During 2002, the Company closed its
Texas sales, manufacturing and research and development facility along with its
Indiana research and development facility. Some of the research and development
jobs were consolidated in the Company's San Diego, California research and
development facility. These cost cutting measures continued into 2003 and 2004
as many manufacturing and administrative positions were moved from Hong Kong to
China. A Mexican facility was closed during 2003 and the business was moved to
the Dominican Republic.

                                      -28-


<PAGE>

Results of Operations
---------------------

         The following table sets forth, for the first quarters of 2004 and
2003, the percentage relationship to net sales of certain items included in the
Company's consolidated unaudited statements of operations.


                                                 Percentage of Net Sales
                                                   Three Months Ended
                                                      March 31,
                                           --------------------------------
                                              2004              2003
                                              ----              ----

             Net sales                        100.0  %          100.0  %
             Cost of sales                     70.3              72.0
             Selling, general and
               administrative expenses         16.4              19.4
             Other income, net of
               interest expense                 0.1               0.5
             Earnings before income
               taxes                           13.4               9.0
             Income tax provision               2.4               1.9
             Net earnings                      11.0               7.1


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


                                         Increase from
                                          Prior Period
                           --------------------------------------
                                    Three Months Ended March
                                   31, 2004 compared with the
                                    Three Months Ended March
                                         March 31, 2003
                           --------------------------------------


        Net sales                                   69.8  %
        Cost of sales                               65.8
        Selling, general and
          administrative expenses                   43.4
        Net earnings                               161.5
      ----------------------------------------------------

                                      -29-


<PAGE>

Sales
-----

         Net sales increased 69.8% from $24.9 million during the first quarter
of 2003 to $42.4 million during 2004. The Company attributes this increase
principally to sales of approximately $14.2 million from the Insilco Passive
Components Group and APC, strong demand for Magnetics sales from Bel's existing
business, resulting in an increase of $1.9 million in such sales, and increased
circuit protection sales of $1.1 million.

         The significant components of the Company's first quarter 2004 sales
were from magnetic products of $31.9 million (as compared with $18.2 million
during the first quarter of 2003), circuit protection of $4.9 million (as
compared with $3.8 million during the first quarter of 2003), interconnect
products of $3.0 million (as compared with $.6 million during the first quarter
of 2003), and module sales of $2.5 million (as compared with $2.4 million during
the first quarter of 2003).

         The Company is cautiously optimistic that its revenues will continue to
grow during the second quarter of 2004 in light of the increases in the
Company's backlog although the Company cannot provide assurances to investors in
this regard. This statement represents a Forward Looking Statement, subject to
the risks and uncertainties described in Item 1 of the Company's Annual Report
on Form 10-K for the year ended December 31, 2003. Actual results could differ
materially from this Forward Looking Statement. The Company had one customer
with sales in excess of 10% (11.1%) of total sales during the first quarter of
2004. The loss of this customer could have a material adverse effect on the
Company's results of operations, financial position and cash flows.

         At this time 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. The Company
does not believe that it experienced a material change in unit sales, except for
the additional unit sales generated from the acquisition of the Insilco Passive
Components Group during 2003. 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.

     Cost of Sales
     -------------

         Bel generally enters into processing arrangements with four independent
third party contractors in the Far East. Under the terms of the Company's
agreements with these contractors, the Company is only responsible for
value-added costs when finished goods pass the Company's quality control
inspections. Therefore, no value-added costs are recorded until the Company's
Quality Control group approves the finished goods. The Company's raw materials
are valued as finished goods when they are returned from these third-party
contractors.

                                      -30-

<PAGE>

         Value-added costs are recorded as incurred for all products
manufactured 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 believes
that such costs generally are not significant as a percentage of total inventory
costs at any point in time. The Company manufactures finished goods at its own
manufacturing facilities in Glen Rock, Pennsylvania, Inwood, New York, the
Dominican Republic and Mexico. See "Critical Accounting Policies" above for
information regarding the use of inventories in the manufacturing process that
have been written down in prior years.

         Cost of sales as a percentage of net sales decreased from 72.0 % during
the first quarter of 2003 to 70.3% in 2004. The decrease in the cost of sales
percentage is primarily attributable to a 5.1% decrease in direct labor as a
percentage of sales, a 2.6% decrease in factory overheads and a 2.5% decrease in
research and development as a percentage of sales offset in part by a 7.6%
increase in material costs. The decrease in direct labor as a percentage of
sales is primarily attributable to the lower direct labor costs associated with
the Insilco manufacturing operations and the Company's relocating direct labor
from Hong Kong to China where labor costs are lower. To support increased
backlog, the Company requires additional direct laborers and currently
anticipates adding 3,000 workers in the Far East manufacturing facilities. The
decrease in factory overhead and research and development expenses as a
percentage of sales is primarily attributable to the increase in sales. The
percentage increase in material cost as a percentage of sales is primarily
attributable to pricing pressure the Company is experiencing with its customers
and sales of products which have a higher material content compared to the first
quarter of 2003.

         The acquisition of the Insilco Passive Components Group resulted in
additional cost of sales in the amount of $12.2 million during the first quarter
of 2004. The Company expects fluctuations in cost of sales to continue in future
quarters in relation to increases or decreases of sales.

         Included in cost of sales are research and development expenses of $1.8
million and $1.6 million for the first quarters of 2004 and 2003, respectively.
The increase is principally attributable to increased research and development
expenditures in connection with the purchase of the Passive Components Group of
Insilco and APC offset in part by the closure of the Indiana research facility
and lower research and development costs in the Far East as many of these jobs
were moved from Hong Kong to China.

                                      -31-


<PAGE>


     Selling, General and Administrative Expenses
     --------------------------------------------

         The percentage relationship of selling, general and administrative
expenses to net sales decreased from 19.4% during the three months ended March
31, 2003 to 16.4% during the three months ended March 31, 2004, in part as a
result of the Company's ability to leverage general and administrative expenses
over a larger revenue base. The Company attributes the $2.1 million increase in
the dollar amount of such expenses primarily to costs associated with the
Insilco operations of approximately $2.0 million and additional professional
fees of approximately $.4 million related to Sarbanes - Oxley compliance.

         The Company anticipates continued increases in professional fees
principally associated with Sarbanes - Oxley compliance.

     Interest Income - net
     ---------------------

         Interest income earned on cash and cash equivalents decreased by
approximately $22,000 during the first three months of 2004 compared to 2003.
The decrease is due primarily to lower interest rates earned on cash and cash
equivalents and lower cash balances due to the use of approximately $32.5
million of cash for the acquisition of Insilco's Passive Components Group .

         Interest Expense
         ----------------

         Interest expense increased by approximately $46,000 during the first
three months of 2004 compared to 2003. The increase arose from a $10 million
term loan entered into on March 21, 2003 which was borrowed for the acquisition
of Insilco's Passive Components Group. The loan bears interest at LIBOR plus
1.25% payable quarterly. See Note 7 of Notes to Unaudited Consolidated Financial
Statements.

         Provision for Income Taxes
         --------------------------

         The provision for income taxes for the three months ended March 31,
2004 was $1.0 million as compared to $.5 million for the three months ended
March 31, 2003. The increase in the provision is due primarily to the Company's
increased earnings before income taxes for the three months ended March 31,
2004, as compared with 2003. The income tax provision is lower than the
statutory federal income tax rate primarily due to lower foreign tax rates.



                                      -32-
<PAGE>

         The Company conducts manufacturing activities in the Far East. More
specifically, the Company manufactures the majority of its products in the
People's Republic of China ("PRC"), Hong Kong and Macau 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 16 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. Since the Bel entity in Hong Kong conducts most of its manufacturing and
quality control activities in the PRC, most of this entity's income is deemed
"offshore" and thus non-taxable in Hong Kong. Although the statutory tax rate in
Hong Kong is 16 percent, the Company generally pays an effective Hong Kong rate
of less than 4 percent.

         The Company also conducts manufacturing operations in Macau. Macau has
a statutory corporate income tax rate of 16 percent. However, the Company, as a
result of investing in a certain location in Macau, was able to obtain a 10-year
tax holiday in Macau, thereby reducing its effective Macau income tax rate from
16 percent to 8 percent. The tax holiday in Macau expired in April 2004. 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
reported in the Far East. Therefore, there is generally a significant difference
between the statutory U.S. tax rate and the Company's actual effective tax rate.
There was no material tax benefit during the first quarter of 2004 and 2003
because of the lower tax rate in Macau.

Cost Control Measures
---------------------

         In light of the current market in the Company's industry, the Company
continues to review its operating structures in efforts to control costs. Such
measures can be expected to result in a restructuring of the Company's
operations and the recognition of related restructuring charges in future
periods. During the three months ended March 31, 2004 and 2003, the Company
incurred approximately $89,000 and $161,000, respectively, of severance costs
and anticipates additional severance expenses in the amount of approximately
$250,000 during 2004 as additional jobs are moved to mainland China and Hong
Kong operations are restructured.




                                      -33-


<PAGE>

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 US dollars or the currencies of the Hong Kong dollar, the Macau
Pataca or the Chinese Renminbi. 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 losses of
$12,000 for the three months ended March 31, 2004 which are included in selling,
general and administrative expense from realized foreign exchange transactions
and approximately $773,000 in unrealized exchange gains relating to the
translation of foreign subsidiary financial statements which are included in
other comprehensive income. Any change in linkage of the U.S. dollar and the
Hong Kong dollar, the Chinese Renminbi, the Macau Pataca, the Euro or the
British Pound could have a material effect on the Company's consolidated
financial position or results of operations.

Net Earnings
------------

         Net earnings for the three months ended March 31, 2004 includes
approximately $1.8 million attributable to the acquisition of Insilco's Passive
Components Group.

Liquidity and Capital Resources
-------------------------------

         Historically, the Company has financed its capital expenditures
primarily through cash flows from operating activities. Currently, due to the
recent acquisition of the Passive Components Group of Insilco Technologies,
Inc., the Company has borrowed money under a secured term loan, and has unused
lines of credit, as described below. Management believes that the cash flow from
operations after payments of dividends and scheduled repayments of the term
loan, 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.

         The Company has two domestic lines of credit amounting to $11 million,
which were unused at March 31, 2004. An unsecure $1 million line of credit is
renewable annually. The $10 million line of credit expires on March 21, 2006.
Borrowings under this $10 million line of credit are secured by the same assets
which secure the term loan described below.

                                      -34-

<PAGE>

         On March 21, 2003, the Company entered into a $10 million secured term
loan. The loan was used to partially finance the Company's acquisition of
Insilco's Passive Components Group. The loan agreement requires 20 equal
quarterly installments of principal with a final maturity on March 31, 2008 and
bears interest at LIBOR plus 1.25 percent (2.625 percent at March 31, 2004)
payable quarterly. The loan is collateralized with a first priority security
interest in 65% of all the issued and outstanding shares of the capital stock of
certain of the foreign subsidiaries of Bel Fuse Inc. and all other personal
property and certain real property of Bel Fuse Inc. The Company is required to
maintain certain financial covenants, as defined in the agreement. For the three
months ended March 31, 2004, the Company recorded interest expense of
approximately $57,000, and was in compliance with all of the covenants contained
in the loan agreement as at March 31, 2004.

           The Company's Hong Kong subsidiary has an unsecured line of credit of
approximately $2 million, which was unused at March 31, 2004. This line of
credit expired on March 31, 2004 and the Company is in the process of renewing
it. Borrowing on this line of credit is guaranteed by the Company.

           For information regarding further commitments under the Company's
operating leases, see Note 15 of Notes to the Company's Consolidated Financial
Statements in the Company's Annual Report on Form 10-K for the year ended
December 31, 2003.

         The Company is constructing a 64,000 square foot manufacturing facility
in Zhongshan City, PRC for approximately $1.3 million. As of March 31, 2004, the
Company has paid $.5 million toward the construction. The Company expects to
complete the construction during 2004.

         Under the terms of the E-Power and Current Concepts, Inc. acquisition
agreements, of May 11, 2001, the Company will be required to make contingent
purchase price payments up to an aggregate of $7.6 million should the acquired
companies attain specified sales levels. E-Power will be paid $2.0 million in
contingent purchase price payments when sales, as defined, reach $15.0 million
and an additional $4.0 million when sales reach $25.0 million on a cumulative
basis through May, 2007. No payments have been required to date with respect to
E-Power. Current Concepts will be paid 16% of sales, as defined, on the first
$10.0 million in sales through May 2007. During the three months ended March 31,
2004 and 2003, the Company paid approximately $75,000 and $29,000, respectively,
in contingent purchase price payments to Current Concepts. The contingent
purchase price payments have been accounted for as additional purchase price and
increase other intangibles when such payment obligations are incurred.

           On May 9, 2000, the Board of Directors authorized the repurchase of
up to 10% of the Company's outstanding common shares from time to time in market
or privately negotiated transactions. As of March 31, 2004, the Company had
purchased and retired 23,600 Class B shares at a cost of approximately $808,000,
which reduced the number of Class B common shares outstanding. No shares were
repurchased during the three months ended March 31, 2004.


                                      -35-

<PAGE>

         During the three months ended March 31, 2004, the Company's cash and
cash equivalents increased by approximately $7.2 million, reflecting
approximately $8.5 million provided by operating activities and $1.1 million
from proceeds from the exercise of stock options offset by $.7 million for the
purchase of property, plant and equipment, $.6 million for the purchase of
marketable securities, $.5 million for loan repayments and $.5 million for
payment of dividends.

         Cash, marketable securities and cash equivalents and accounts
receivable comprised approximately 53.2% and 51.1% of the Company's total assets
at March 31, 2004 and December 31, 2003, respectively. The Company's current
ratio (i.e., the ratio of current assets to current liabilities) was 6.3 to 1
and 6.2 to 1 at March 31, 2004 and December 31, 2003, respectively.

Other Matters
-------------

         The Company believes that it has sufficient cash reserves to fund its
foreseeable working capital needs. It may, however, seek to expand such
resources through bank borrowings, at favorable lending rates, from time to
time. Should the Company pursue additional acquisitions during 2004, the Company
may be required to pursue public or private equity or debt transactions to
finance the acquisitions and to provide working capital to the acquired
companies.

         New Financial Accounting Standards
         ----------------------------------

         In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This Statement requires recording
costs associated with exit or disposal activities at their fair values when a
liability has been incurred. Under previous guidance, certain exit costs were
accrued upon management's commitment to an exit plan. The Company adopted SFAS
No. 146 on January 1, 2003. The adoption of SFAS No. 145 did not have a material
impact on the Company's result of operations or financial position.

         In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
No. 133 on Derivative Instruments and Hedging Activities." This statement amends
and clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities under FASB Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This Statement is effective for contracts
entered into or modified after June 30, 2003, and for hedging relationships
designated after June 30, 2003. Management believes that this statement did not
have a material impact on the Company's results of operations or financial
position.




                                      -36-

<PAGE>

         In November 2002, the FASB issued FASB Interpretation No. 45 (FIN 45),
Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others, and interpretation of FASB
Statements No. 5, 57,and 107 and Rescission of FASB Interpretation No. 34. FIN
45 clarifies the requirements of FASB Statement No. 5, Accounting for
Contingencies, relating to the guarantor's accounting for, and disclosure of,
the issuance of certain types of guarantees. This interpretation clarifies that
a guarantor is required to recognize, at the inception of certain types of
guarantees, a liability for the fair value of the obligation undertaken in
issuing the guarantee. The initial recognition and initial measurement
provisions of this Interpretation are applicable on a prospective basis to
guarantees issued or modified after December 31, 2002, irrespective of the
guarantor's fiscal year-end. The disclosure requirements in this interpretation
are effective for financial statements of interim or annual periods ending after
December 15, 2002. The Company adopted FIN 45 on January 1, 2003. The adoption
of FIN 45 did not have a material impact on the Company's results of operations
or financial position.

         In January 2003, the FASB issued FIN No. 46, Consolidation of Variable
Interest Entities. In December 2003, the FASB issued FIN No. 46 (Revised) ("FIN
46-R") to address certain FIN 46 implementation issues. This interpretation
requires that the assets, liabilities, and results of activities of a Variable
Interest Entity ("VIE") be consolidated into the financial statements of the
enterprise that has a controlling interest in the VIE. FIN 46R also requires
additional disclosures by primary beneficiaries and other significant variable
interest holders. For entities acquired or created before February 1, 2003, this
interpretation is effective no later than the end of the first interim or
reporting period ending after March 15, 2004, except for those VIE's that are
considered to be special purpose entities, for which the effective date is no
later than the end of the first interim or annual reporting period ending after
December 15, 2003. For all entities that were acquired subsequent to January 31,
2003, this interpretation is effective as of the first interim or annual period
ending after December 31, 2003. The adoption of FIN 46 did not have a material
impact on the Company's results of operations or financial position.

         In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity." SFAS
No. 150 clarifies the accounting for certain financial instruments with
characteristics of both liabilities and equity and requires that those
instruments be classified as liabilities in statements of financial position.
Previously, many of those financial instruments were classified as equity. SFAS
No. 150 is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003. The adoption of the provisions of SFAS No.
150 did not have a material effect on the Company's financial position.





                                      -37-

<PAGE>

         In December 2003, the FASB issued SFAS No. 132 (Revised) ("SFAS No.
132-R"), "Employer's Disclosure about Pensions and Other Postretirement
Benefits." SFAS No. 132-R retains disclosure requirements of the original SFAS
No. 132 and requires additional disclosures relating to assets, obligations,
cash flows, and net periodic benefit cost. SFAS No. 132-R is effective for
fiscal years ending after December 15, 2003, except that certain disclosures are
effective for fiscal years ending after June 15, 2004. Interim period
disclosures are effective for interim periods beginning after December 15, 2003.
The adoption of the disclosure provisions of revised SFAS No. 132-R did not have
a material effect on the Company's historical disclosures.





















                                      -38-


<PAGE>



Item 3.  Quantitative and Qualitative Disclosures About Market Risk
         ----------------------------------------------------------

         Fair Value of Financial Instruments -- The following disclosure of the
estimated fair value of financial instruments is made in accordance with the
requirements of Statement of Financial Accounting Standards No. 107,
"Disclosures about 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.

         However, considerable judgment is required in interpreting market data
to develop the estimates of fair value. Accordingly, the estimates presented
herein are not necessarily indicative of the amounts that the Company could
realize in a current market exchange.

         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.

         Interest rates that are currently available to the Company for issuance
of debt with similar terms and remaining maturities are used to estimate fair
value for bank debt. The carrying amounts of bank debt is a reasonable estimate
of fair value.

         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 chief
         financial officer, 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 chief financial officer 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.

a)       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 reasonably likely
         to materially affect, the Company's internal control over financial
         reporting.




                                      -39-

<PAGE>

         PART II.     Other Information

           Item 1.       Legal Proceedings
                         -----------------

a)   The Company has been a party to an ongoing arbitration proceeding related
     to the acquisition of its Telecom business in 1998. The Company believes
     that the seller breached the terms of a related Global Procurement
     Agreement dated October 2, 1998 and is seeking damages related thereto.
     During February, 2004, the Company and the seller agreed in principle to
     settle the matter. The settlement, if successfully concluded, will result
     in a payment to the Company and an unconditional release by the seller of
     all counterclaims against the Company. The gain contingency will be
     recognized when received.

b)   The Company has received a letter from a third party which states that its
     patent covers all of the Company's modular jack products and indicates the
     third party's willingness to grant a non-exclusive license to the Company
     under the patent for a 3% royalty on all future gross sales of ICM
     products; payments 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 has received another letter from a third
     party which states that its patent covers certain of the Company's modular
     jack products and indicates the third party's willingness 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 Company believes that none of its products
     are covered by these patents and intends to vigorously defend its position.
     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. This statement represents a Forward Looking
     Statement; outcomes of legal proceedings are difficult to predict, due in
     part to the difficulties associated with the proof of facts in such
     proceedings.

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




                                      -40-


<PAGE>



Item 6.  Exhibits and Reports on Form 8-K

       (a)    Exhibits:
                  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.

       (b)         Current Report on Form 8-K:

                  The Company filed or submitted the following current reports
                  on Form 8-K with the SEC during the first quarter of 2004:

                  No current reports on Form 8-K were filed during the quarter
                  ended March 31, 2004 (excludes reports that were submitted to,
                  but not filed with the SEC)





                                      -41-
<PAGE>

                                   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 Bernstein
                                -------------------
                             Daniel Bernstein, President and
                              Chief Executive Officer

                           By:/s/ Colin Dunn
                              --------------
                            Colin Dunn, Vice President of Finance





Dated:  May 11, 2004











                                      -42-


<PAGE>



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.