UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q


(Mark
One)





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





For the
quarterly period ended March 31,
2009


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-F11676




BEL FUSE INC.(Exact
      name of registrant as specified in its
charter)





NEW
      JERSEY
                
                22-1463699(State
      of other jurisdiction of incorporation or organization)
                
                (I.R.S.
      Employer Identification
No.)





206 Van Vorst Street
                Jersey City, New Jersey
                07302(Address of
      principal executive offices)
                
                (Zip
      Code)





(201) 432-0463(Registrant's
      telephone number, including area
code)





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





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.   x  Yes     ̈  No





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).    ̈  Yes     ̈  No      Not
applicable to the registrant.





Indicate
by checkmark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer or a smaller reporting company. See the
definitions of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer  ̈
                Accelerated
      filer x
                Non-accelerated
      filer  ̈
                Smaller
      reporting company  ̈(Do
      not check if a smallerreporting
      company)





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


 ̈  Yes                      x  No





At May 8,
2009, there were 2,174,912 shares of Class A Common Stock, $0.10 par value,
outstanding and 9,355,843 shares of Class B Common Stock, $0.10 par value,
outstanding.





BEL FUSE
INC.





INDEX




PagePart I
                                                    
                                                    Financial
      InformationItem
      1.
                                                    Financial
      Statements
                                                    
                                                    1Condensed
      Consolidated Balance Sheets as of March 31, 2009and December 31,
      2008
                                                    
                                                    2-3Condensed
      Consolidated Statements of Operations for the Three Months Ended March 31,
      2009 and 2008
                                                    
                                                    4Condensed
      Consolidated Statements of Stockholders' Equity for the Year Ended
      December 31, 2008 and the Three Months Ended March 31,
2009
                                                    
                                                    5Condensed
      Consolidated Statements of Cash Flows for the Three Months Ended March 31,
      2009 and 2008
                                                    
                                                    6-7Notes
      to Condensed Consolidated Financial Statements
                                                    
                                                    8-21Item
      2.
                                                    Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                                    
                                                    22-32Item
      3.
                                                    Quantitative
      and Qualitative Disclosures About Market Risk
                                                    
                                                    33Item
      4.
                                                    Controls
      and Procedures
                                                    
                                                    34-35Part II
                                                    
                                                    Other
      InformationItem
      1.
                                                    Legal
      Proceedings
                                                    
                                                    36Item
      2.
                                                    Unregistered
      Sales of Equity Securities and Use of Proceeds
                                                    
                                                    36Item
      6.
                                                    Exhibits
                                                    
                                                    37Signatures
                                                    
                                                    38







PART
I.             Financial
Information





Item
1.             Financial Statements
(Unaudited)





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
condensed consolidated financial statements pursuant to the rules and
regulations of the Securities and Exchange Commission.  The following
condensed consolidated financial statements should 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,
2008.





The results of operations for the three
months ended March 31, 2009 are not necessarily indicative of the results for
the entire fiscal year or for any other period.


1




BEL
FUSE INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED BALANCE SHEETS


(dollars
in thousands)





March
      31,
                
                
                December
      31,2009
                
                
                2008ASSETSCurrent
      Assets:Cash
      and cash equivalents
                
                $
                90,918
                
                
                $
                74,955Marketable
      securities
                
                
                13,759
                
                
                
                13,735Short-term
      investments
                
                
                1,712
                
                
                
                4,013Accounts
      receivable - less allowance for doubtful  accounts of $644 and
      $660 at March 31, 2009  and December 31, 2008,
      respectively
                
                
                30,943
                
                
                
                46,047Inventories,
      net
                
                
                38,420
                
                
                
                46,524Prepaid
      expenses and other current assets
                
                
                1,485
                
                
                
                859Refundable
      income taxes
                
                
                3,024
                
                
                
                2,498Assets
      held for sale
                
                
                -
                
                
                
                236Deferred
      income taxes
                
                
                5,048
                
                
                
                4,752Total
      Current Assets
                
                
                185,309
                
                
                
                193,619Property,
      plant and equipment - net
                
                
                38,699
                
                
                
                39,936Restricted
      cash
                
                
                -
                
                
                
                2,309Long-term
      investments
                
                
                1,911
                
                
                
                1,062Deferred
      income taxes
                
                
                3,669
                
                
                
                5,205Intangible
      assets - net
                
                
                810
                
                
                
                926Goodwill
                
                
                14,204
                
                
                
                14,334Other
      assets
                
                
                4,122
                
                
                
                4,393TOTAL
      ASSETS
                
                $
                248,724
                
                
                $
                261,784





See notes
to condensed consolidated financial statements.


2




BEL
FUSE INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED BALANCE SHEETS - CONTINUED


(dollars
in thousands, except per share data)




March
      31,
                    
                    
                    December
      31,2009
                    
                    
                    2008LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      Liabilities:Accounts
      payable
                    
                    $
                    10,773
                    
                    
                    $
                    14,285Accrued
      expenses
                    
                    
                    6,419
                    
                    
                    
                    9,953Accrued
      restructuring costs
                    
                    
                    153
                    
                    
                    
                    555Income
      taxes payable
                    
                    
                    3,998
                    
                    
                    
                    4,054Dividends
      payable
                    
                    
                    801
                    
                    
                    
                    787Total
      Current Liabilities
                    
                    
                    22,144
                    
                    
                    
                    29,634Long-term
      Liabilities:Accrued
      restructuring costs
                    
                    
                    625
                    
                    
                    
                    406Deferred
      gain on sale of property
                    
                    
                    -
                    
                    
                    
                    4,616Liability
      for uncertain tax positions
                    
                    
                    3,477
                    
                    
                    
                    3,445Minimum
      pension obligation and unfunded pension liability
                    
                    
                    6,111
                    
                    
                    
                    5,910Total
      Long-term Liabilities
                    
                    
                    10,213
                    
                    
                    
                    14,377Total
      Liabilities
                    
                    
                    32,357
                    
                    
                    
                    44,011Commitments
      and ContingenciesStockholders'
      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 2,174,912 and 2,180,982 shares, respectively (net of 1,072,770
      treasury shares)
                    
                    
                    217
                    
                    
                    
                    218Class
      B common stock, par value $.10 per share - authorized 30,000,000 shares;
      outstanding 9,359,693 and 9,369,893 shares, respectively (net of 3,218,310
      treasury shares)
                    
                    
                    936
                    
                    
                    
                    937Additional
      paid-in capital
                    
                    
                    20,299
                    
                    
                    
                    19,963Retained
      earnings
                    
                    
                    196,497
                    
                    
                    
                    196,467Accumulated
      other comprehensive (loss) income
                    
                    
                    (1,582
                    )
                    
                    
                    188Total
      Stockholders' Equity
                    
                    
                    216,367
                    
                    
                    
                    217,773TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                    
                    $
                    248,724
                    
                    
                    $
                    261,784





See notes
to condensed consolidated financial statements.


3





BEL
FUSE INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


(dollars
in thousands, except per share data)





Three
      Months EndedMarch 31,2009
                      
                      
                      2008Net
      Sales
                      
                      $
                      43,871
                      
                      
                      $
                      60,869Costs
      and expenses:Cost
      of sales
                      
                      
                      38,211
                      
                      
                      
                      49,638Selling,
      general and administrative
                      
                      
                      7,653
                      
                      
                      
                      8,933Restructuring
      charge
                      
                      
                      413
                      
                      
                      
                      -Gain
      on sale of property, plant and equipment
                      
                      
                      (4,665
                      )
                      
                      
                      -41,612
                      
                      
                      
                      58,571Income
      from operations
                      
                      
                      2,259
                      
                      
                      
                      2,298Other,
      net
                      
                      
                      8
                      
                      
                      
                      -Realized
      gain (loss/impairment charge) on investment
                      
                      
                      2
                      
                      
                      
                      (280
                      )Interest
      income
                      
                      
                      181
                      
                      
                      
                      913Earnings
      before provision for income taxes
                      
                      
                      2,450
                      
                      
                      
                      2,931Income
      tax provision
                      
                      
                      1,634
                      
                      
                      
                      764Net
      earnings
                      
                      $
                      816
                      
                      
                      $
                      2,167Earnings
      per Class A common shareBasic
                      
                      $
                      0.06
                      
                      
                      $
                      0.17Diluted
                      
                      $
                      0.06
                      
                      
                      $
                      0.17Weighted-average
      Class A common shares outstandingBasic
                      
                      
                      2,176,156
                      
                      
                      
                      2,532,408Diluted
                      
                      
                      2,176,156
                      
                      
                      
                      2,532,408Earnings
      per Class B common shareBasic
                      
                      $
                      0.07
                      
                      
                      $
                      0.19Diluted
                      
                      $
                      0.07
                      
                      
                      $
                      0.19Weighted-average
      Class B common shares outstandingBasic
                      
                      
                      9,362,115
                      
                      
                      
                      9,306,940Diluted
                      
                      
                      9,362,115
                      
                      
                      
                      9,313,556







4





BEL
FUSE INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY


(dollars
in thousands)





AccumulatedOther
                                          
                                          
                                          Class
      A
                                          
                                          
                                          Class
      B
                                          
                                          
                                          AdditionalComprehensive
                                          
                                          
                                          Retained
                                          
                                          
                                          Comprehensive
                                          
                                          
                                          Common
                                          
                                          
                                          Common
                                          
                                          
                                          Paid-InTotal
                                          
                                          
                                          (Loss)
      Income
                                          
                                          
                                          Earnings
                                          
                                          
                                          Income
      (loss)
                                          
                                          
                                          Stock
                                          
                                          
                                          Stock
                                          
                                          
                                          CapitalBalance,
      January 1, 2008
                                          
                                          $
                                          244,527
                                          
                                          
                                          
                                          
                                          
                                          $
                                          214,580
                                          
                                          
                                          $
                                          (344
                                          )
                                          
                                          $
                                          255
                                          
                                          
                                          $
                                          929
                                          
                                          
                                          $
                                          29,107Exercise
      of stock options
                                          
                                          
                                          312
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          3
                                          
                                          
                                          
                                          309Tax
      benefits arising from the disposition of non-qualified incentive stock
      options
                                          
                                          
                                          39
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          39Cash
      dividends declared on Class A common stock
                                          
                                          
                                          (565
                                          )
                                          
                                          
                                          
                                          
                                          
                                          (565
                                          )Cash
      dividends declared on Class B common stock
                                          
                                          
                                          (2,619
                                          )
                                          
                                          
                                          
                                          
                                          
                                          (2,619
                                          )Issuance
      of restricted common stock
                                          
                                          
                                          -
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          6
                                          
                                          
                                          
                                          (6
                                          )Termination
      of restricted common stock
                                          
                                          
                                          -
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          (1
                                          )
                                          
                                          
                                          1Repurchase/retirement
      of Class A common stock
                                          
                                          
                                          (11,002
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          (37
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          (10,965
                                          )Currency
      translation adjustment
                                          
                                          
                                          (355
                                          )
                                          
                                          $
                                          (355
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          (355
                                          )Unrealized
      holding losses on marketable securities arising during the year, net of
      taxes
                                          
                                          
                                          (4,230
                                          )
                                          
                                          
                                          (4,230
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          (4,230
                                          )Reclassification
      adjustment of unrealized holding losses  for impairment charge
      included in net loss, net of tax
                                          
                                          
                                          5,551
                                          
                                          
                                          
                                          5,551
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          5,551Stock-based
      compensation expense
                                          
                                          
                                          1,478
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          1,478Change
      in unfunded SERP liability, net of taxes
                                          
                                          
                                          (434
                                          )
                                          
                                          
                                          (434
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          (434
                                          )Net
      loss
                                          
                                          
                                          (14,929
                                          )
                                          
                                          
                                          (14,929
                                          )
                                          
                                          
                                          (14,929
                                          )Comprehensive
      loss
                                          
                                          
                                          
                                          
                                          
                                          $
                                          (14,397
                                          )Balance,
      December 31, 2008
                                          
                                          $
                                          217,773
                                          
                                          
                                          
                                          
                                          
                                          
                                          $
                                          196,467
                                          
                                          
                                          $
                                          188
                                          
                                          
                                          $
                                          218
                                          
                                          
                                          $
                                          937
                                          
                                          
                                          $
                                          19,963Cash
      dividends declared on Class A common stock
                                          
                                          
                                          (131
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          (131
                                          )Cash
      dividends declared on Class B common stock
                                          
                                          
                                          (655
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          (655
                                          )Termination
      of restricted common stock
                                          
                                          
                                          -
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          (1
                                          )
                                          
                                          
                                          1Repurchase/retirement
      of Class A common stock
                                          
                                          
                                          (92
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          (1
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          (91
                                          )Currency
      translation adjustment
                                          
                                          
                                          (524
                                          )
                                          
                                          $
                                          (524
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          (524
                                          )Unrealized
      holding losses on marketable securities arising during the year, net of
      taxes
                                          
                                          
                                          (1,246
                                          )
                                          
                                          
                                          (1,246
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          (1,246
                                          )Stock-based
      compensation expense
                                          
                                          
                                          426
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          426Net
      earnings
                                          
                                          
                                          816
                                          
                                          
                                          
                                          816
                                          
                                          
                                          
                                          816Comprehensive
      loss
                                          
                                          
                                          
                                          
                                          
                                          $
                                          (954
                                          )Balance,
      March 31, 2009
                                          
                                          $
                                          216,367
                                          
                                          
                                          
                                          
                                          
                                          
                                          $
                                          196,497
                                          
                                          
                                          $
                                          (1,582
                                          )
                                          
                                          $
                                          217
                                          
                                          
                                          $
                                          936
                                          
                                          
                                          $
                                          20,299





See notes
to condensed consolidated financial statements.


5




BEL
FUSE INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


(dollars
in thousands)





Three
      Months EndedMarch 31,2009
                
                
                2008Cash
      flows from operating activities:Net
      earnings
                
                $
                816
                
                
                $
                2,167Adjustments
      to reconcile net earnings to net cash provided by operating
      activities:Depreciation
      and amortization
                
                
                1,686
                
                
                
                1,813Stock-based
      compensation
                
                
                426
                
                
                
                254Restructuring
      charges, net of cash payments
                
                
                (183
                )Gain
      on sale of property, plant and equipment
                
                
                (4,665
                )
                
                
                -Realized
      (gain) loss/impairment charge on investment
                
                
                (2
                )
                
                
                280Unrealized
      foreign exchange transaction losses (gains)
                
                
                176
                
                
                
                (139
                )Other,
      net
                
                
                496
                
                
                
                157Deferred
      income taxes
                
                
                1,953
                
                
                
                (248
                )Changes
      in operating assets and liabilities
                
                
                14,624
                
                
                
                5,752Net
      Cash Provided by Operating Activities
                
                
                15,327
                
                
                
                10,036Cash
      flows from investing activities:Purchase
      of property, plant and equipment
                
                
                (410
                )
                
                
                (1,659
                )Purchase
      of intangible asset
                
                
                -
                
                
                
                (150
                )Purchase
      of marketable securities
                
                
                (2,033
                )
                
                
                (10,124
                )Proceeds
      from sale of property, plant and equipment
                
                
                2,617
                
                
                
                -Redemption
      of investment
                
                
                1,454
                
                
                
                7,766Net
      Cash Provided by (Used in) Investing Activities
                
                
                1,628
                
                
                
                (4,167
                )





See notes
to condensed consolidated financial statements.


6




BEL
FUSE INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)


(dollars
in thousands)





Three
      Months EndedMarch 31,2009
                        
                        
                        2008Cash
      flows from financing activities:Proceeds
      from exercise of stock options
                        
                        
                        -
                        
                        
                        
                        49Dividends
      paid to common shareholders
                        
                        
                        (772
                        )
                        
                        
                        (765
                        )Purchase
      and retirement of Class A common stock
                        
                        
                        (92
                        )
                        
                        
                        (394
                        )Net
      Cash Used In Financing Activities
                        
                        
                        (864
                        )
                        
                        
                        (1,110
                        )Effect
      of exchange rate changes on cash
                        
                        
                        (128
                        )
                        
                        
                        240Net
      Increase in Cash and Cash Equivalents
                        
                        
                        15,963
                        
                        
                        
                        4,999Cash
      and Cash Equivalents - beginning of period
                        
                        
                        74,955
                        
                        
                        
                        83,875Cash
      and Cash Equivalents - end of period
                        
                        $
                        90,918
                        
                        
                        $
                        88,874Changes
      in operating assetsand liabilities consist
    of:Decrease
      in accounts receivable
                        
                        $
                        14,862
                        
                        
                        $
                        9,988Decrease
      (increase) in inventories
                        
                        
                        7,938
                        
                        
                        
                        (3,234
                        )Increase
      in prepaid expenses and other current assets
                        
                        
                        (634
                        )
                        
                        
                        (453
                        )Increase
      in other assets
                        
                        
                        (6
                        )
                        
                        
                        (161
                        )(Decrease)
      increase in accounts payable
                        
                        
                        (3,464
                        )
                        
                        
                        981Decrease
      in accrued expenses
                        
                        
                        (3,496
                        )
                        
                        
                        (2,288
                        )(Decrease)
      increase in income taxes payable
                        
                        
                        (576
                        )
                        
                        
                        919$
                        14,624
                        
                        
                        $
                        5,752Supplementary
      information:Cash
      paid during the period for income taxes
                        
                        $
                        207
                        
                        
                        $
                        137





See notes
to condensed consolidated financial statements.


7


BEL FUSE
INC. AND SUBSIDIARIES


NOTES TO
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




1.
            BASIS
      OF PRESENTATION AND ACCOUNTING
POLICIES




The
condensed consolidated balance sheet as of March 31, 2009, and the condensed
consolidated statements of operations, stockholders' equity and cash flows for
the periods presented herein have been prepared by Bel Fuse Inc. (the "Company"
or "Bel") and are unaudited. In the opinion of management, all adjustments
(consisting solely of normal recurring adjustments) necessary to present fairly
the financial position, results of operations, changes in stockholders' equity
and cash flows for all periods presented have been made.  The results
for the three months ended March 31, 2009 should not be viewed as indicative of
the Company’s annual results or the Company’s results for any other
period.  The information for the condensed consolidated balance sheet
as of December 31, 2008 was derived from audited financial
statements.  These financial statements should be read in conjunction
with the consolidated financial statements and footnotes thereto included in the
Bel Fuse Annual Report on Form 10-K for the year ended December 31,
2008.





2.
            EARNINGS
      PER SHARE





The
Company utilizes the two-class method to report its earnings per
share.  The two-class method is an earnings allocation formula that
determines earnings per share for each class of common stock according to
dividends declared and participation rights in undistributed
earnings.  The Company’s Certificate of Incorporation, as amended,
states that Class B common shares are entitled to dividends at least 5% greater
than dividends paid to Class A common shares, resulting in the two-class method
of computing earnings per share.  In computing earnings per share, the
Company has allocated dividends declared to Class A and Class B based on amounts
actually declared for each class of stock and 5% more of the undistributed
earnings have been allocated to Class B shares than to the Class A shares on a
per share basis.  Basic earnings per common share are computed by
dividing net earnings by the weighted-average number of common shares
outstanding during the period.  Diluted earnings per common share, for
each class of common stock, are computed by dividing net earnings by the
weighted-average number of common shares and potential common shares outstanding
during the period. During the three months ended March 31, 2008, potential
common shares used in computing diluted earnings per share relate to stock
options for Class B common shares which, if exercised, would have a dilutive
effect on earnings per share.  There were no stock options outstanding
during the three months ended March 31, 2009 which would have had a dilutive
effect on earnings per share.


8


The
earnings and weighted average shares outstanding used in the computation of
basic and diluted earnings per share are as follows (dollars in thousands,
except share and per share data):





Three
      Months EndedMarch 31,2009
                  
                  
                  2008Numerator:Net
      earnings
                  
                  $
                  816
                  
                  
                  $
                  2,167Less
      Dividends:Class
      A
                  
                  
                  131
                  
                  
                  
                  158Class
      B
                  
                  
                  655
                  
                  
                  
                  637Undistributed
      earnings
                  
                  $
                  30
                  
                  
                  $
                  1,372Undistributed
      earnings allocation - basic:Class
      A undistributed earnings
                  
                  
                  5
                  
                  
                  
                  282Class
      B undistributed earnings
                  
                  
                  25
                  
                  
                  
                  1,090Total
      undistributed earnings
                  
                  $
                  30
                  
                  
                  $
                  1,372Undistributed
      earnings allocation - diluted:Class
      A undistributed earnings
                  
                  
                  5
                  
                  
                  
                  282Class
      B undistributed earnings
                  
                  
                  25
                  
                  
                  
                  1,090Total
      undistributed earnings
                  
                  $
                  30
                  
                  
                  $
                  1,372Net
      earnings allocation - basic:Class
      A allocated earnings
                  
                  
                  136
                  
                  
                  
                  440Class
      B allocated earnings
                  
                  
                  680
                  
                  
                  
                  1,727Net
      earnings
                  
                  $
                  816
                  
                  
                  $
                  2,167Net
      earnings allocation - diluted:Class
      A allocated earnings
                  
                  
                  136
                  
                  
                  
                  440Class
      B allocated earnings
                  
                  
                  680
                  
                  
                  
                  1,727Net
      earnings
                  
                  $
                  816
                  
                  
                  $
                  2,167Denominator:Weighted-average
      shares outstanding:Class
      A - basic and diluted
                  
                  
                  2,176,156
                  
                  
                  
                  2,532,408Class
      B - basic
                  
                  
                  9,362,115
                  
                  
                  
                  9,306,940Dilutive
      impact of stock options
                  
                  
                  -
                  
                  
                  
                  6,616Class
      B - diluted
                  
                  
                  9,362,115
                  
                  
                  
                  9,313,556Earnings
      per share:Class
      A - basic
                  
                  $
                  0.06
                  
                  
                  $
                  0.17Class
      A - diluted
                  
                  $
                  0.06
                  
                  
                  $
                  0.17Class
      B - basic
                  
                  $
                  0.07
                  
                  
                  $
                  0.19Class
      B - diluted
                  
                  $
                  0.07
                  
                  
                  $
                  0.19





During
the three months ended March 31, 2009 and 2008, 53,000 outstanding options were
not included in the foregoing computations for Class B common shares because
their effect would be antidilutive.


9





3.
            MARKETABLE
      SECURITIES





At March
31, 2009 and December 31, 2008, marketable securities with an original cost of
approximately $24.6 million and $22.6 million had a carrying value of $13.8
million and $13.7 million, respectively.  During the three months
ended March 31, 2008, the Company recorded realized losses/impairment charges on
its investments in the amount of $0.3 million.  At March 31, 2009 and
December 31, 2008, respectively, gross unrealized (losses) gains on other
marketable securities of approximately ($2.0) million and $0.1 million are
included, net of tax, in accumulated other comprehensive (loss)
income.





Columbia Strategic Cash
Portfolio (“Columbia Portfolio”):





At March
31, 2009, the Company’s investment securities included privately placed units of
beneficial interests in the Columbia Portfolio, which is an enhanced cash fund
sold as an alternative to money-market funds.  In December 2007, due
to adverse market conditions, the fund was overwhelmed with withdrawal requests
from investors and it was closed with a restriction placed upon the cash
redemption ability of its holders.  At the time the liquidation was
announced, the Company held 25.7 million units of the Columbia Portfolio at a
book value of $25.7 million.





As of
March 31, 2009, the Company has received total cash redemptions to date of $20.3
million (including $1.5 million during the three months ended March 31, 2009) at
a weighted-average net asset value (NAV) of $.9547 per unit.  As of
March 31, 2009, the Company holds 4.4 million units with a book value of $3.6
million and a fair market value of $3.7 million.  The information and
the markets relating to these investments remain dynamic.  There may
be further declines in the value of these investments, in the value of the
collateral held by these entities, and in the liquidity of the Company’s
investments.  To the extent that the Company determines that there is
a further decline in fair value, the Company may recognize impairment charges in
future periods up to the aggregate carrying amount of these
investments.





Toko, Inc.
(“Toko”):





As of
March 31, 2009, the Company owned a total of 1,840,919 shares, or approximately
1.9%, of the outstanding shares, of the common stock of Toko.  Toko
develops, manufactures and sells power supply related components and radio
frequency related components primarily in Japan.  Toko had a market
capitalization of approximately $125.3 million as of March 31,
2009.   These shares are reflected on the Company’s condensed
consolidated balance sheets as marketable securities.  These
marketable securities are considered to be available for sale under Statement of
Financial Accounting Standards No. (“SFAS”) 115, “Accounting for Certain
Investments in Debt and Equity Securities”.  At March 31, 2009 and
December 31, 2008, this investment had an adjusted basis of $2.0 million, and a
fair market value of $2.4 million and $2.1 million, respectively.  The
gross unrealized gain of $0.3 million and $0.1 million at March 31, 2009 and
December 31, 2008, respectively, is included, net of tax, in accumulated other
comprehensive income (loss).


10


Power-One, Inc.
(“Power-One”):





As of
March 31, 2009, the Company owned a total of 7,338,998 shares of Power-One
common stock representing, to the Company’s knowledge, 8.4% of Power-One’s
outstanding common stock, at a total purchase price of $14.1 million ($1.92 per
share).  Power-One’s common stock is quoted on the NASDAQ Global
Market.  Power-One is a designer and manufacturer of power conversion
and power management products.  At March 31, 2009, this investment had
an adjusted basis of $8.7 million ($1.19 per share) and a fair market value of
$6.5 million ($0.88 per share).  At December 31, 2008, the basis of
this stock was adjusted to the fair market value of $8.7 million, as it was
determined that an other-than-temporary impairment existed.  The gross
unrealized loss at March 31, 2009 of $2.3 million is included, net of income
tax, in accumulated other comprehensive income (loss) in stockholders’
equity.   Subsequent to March 31, 2009, the Power-One stock price
recovered to levels in excess of the Company’s carrying value of this investment
and, as a result, this investment was not other-than-temporarily impaired as of
March 31, 2009.





CDARS:





During
2008, the Company invested a total of $4.9 million in certificates of deposit
(CDs) through Stephens, Inc., with whom the Company has an investment banking
relationship.  These investments are part of the Certificate of
Deposit Account Registry Service (CDARS) program whereby the funds are invested
with various banks in order to achieve FDIC insurance on the full invested
amount.  The CDs have an initial maturity of 26-weeks and an early
redemption feature with a 30-day interest penalty.  During December
2008, $2.0 million of the CD’s matured and were temporarily renewed for a period
of 29 days and, accordingly, were considered to be a cash equivalent as of
December 31, 2008, due to the short-term nature of the investment.  As
these CDs were renewed in January 2009 for a period of 13 weeks, they have been
classified as marketable securities in the condensed consolidated balance sheet
at March 31, 2009.





4.
            FAIR
      VALUE MEASUREMENT





The
Company adopted SFAS No. 157 “Fair Value Measurements”, as amended by Financial
Accounting Standards Board (“FASB”) Staff Position (“FSP”) 157-1, FSP 157-2, and
FSP 157-3 (collectively referred to as SFAS No. 157), on January 1, 2008,
for all financial assets and liabilities that are recognized or disclosed at
fair value in the condensed consolidated financial statements on a recurring
basis or on a nonrecurring basis during the reporting period. While the Company
adopted the provisions of SFAS No. 157 for nonfinancial assets and
liabilities that are recognized or disclosed at fair value in the financial
statements on a recurring basis, no such assets or liabilities existed at the
balance sheet date. The Company, in accordance with FSP 157-2, delayed
implementation of SFAS No. 157 for all nonfinancial assets and liabilities
recognized or disclosed at fair value in the financial statements on a
nonrecurring basis and adopted these provisions effective January 1,
2009.





In
accordance with the provisions of SFAS No. 157, which clarifies that fair value
is an exit price, representing the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between market
participants at the measurement date, the Company utilizes market data or
assumptions that market participants would use in pricing the asset or
liability.  SFAS No. 157 establishes a three-tier fair value
hierarchy, which prioritizes the inputs used in measuring fair
value.  These tiers include:  Level 1, defined as observable
inputs such as quoted market prices in active markets; Level 2, defined as
inputs other than quoted prices in active markets that are either directly or
indirectly observable; and Level 3, defined as unobservable inputs about which
little or no market data exists, therefore requiring an entity to develop its
own assumptions.


11





As of
March 31, 2009, the Company held certain financial assets that are measured at
fair value on a recurring basis.  These consisted of the Company’s
investments in Toko stock, Power-One stock and CDARS (categorized as
available-for-sale securities). The fair value of these investments is
determined based on quoted market prices in public markets and is categorized as
Level 1.  The Company does not have any financial assets measured at
fair value on a recurring basis categorized as Level 2 or Level 3, and there
were no transfers in or out of Level 2 or Level 3 during the three months ended
March 31, 2009.





The
following table sets forth by level, within SFAS 157’s fair value hierarchy, the
Company’s financial assets accounted for at fair value on a recurring basis as
of March 31, 2009 (dollars in thousands).





Assets at Fair Value as of March 31, 2009Total
                  
                  
                  Quoted Prices
                    in Active
                    Markets for
                    Identical
                    Assets
                    (Level 1)
                  
                  
                  Significant
                    Other
                    Observable
                    Inputs
                    (Level 2)
                  
                  
                  Significant
                    Unobservable
                    Inputs
                    (Level 3)Available-for-sale
      securities
                  
                  $
                  13,759
                  
                  
                  $
                  13,759
                  
                  
                  
                  -
                  
                  
                  
                  -Total
                  
                  $
                  13,759
                  
                  
                  $
                  13,759
                  
                  
                  
                  -
                  
                  
                  
                  -





The
following table sets forth by level, within SFAS 157’s fair value hierarchy, the
Company’s financial assets accounted for at fair value on a nonrecurring basis
as of March 31, 2009 (dollars in thousands).  These consisted of the
Company’s investment in the Columbia Portfolio (categorized as an other
investment in the table below).  The fair value of these investments
is determined based on significant other observable inputs and is categorized as
Level 2 (dollars in thousands).





AssetsatFairValueasofMarch31,2009
                    
                    
                    TotalGainsTotal
                    
                    
                    QuotedPrices
                      inActive
                      Marketsfor
                      Identical
                      Assets
                      (Level1)
                    
                    
                    Significant
                      Other
                      Observable
                      Inputs
                      (Level2)
                    
                    
                    Significant
                      Unobservable
                      Inputs
                      (Level3)
                    
                    
                    ThreeMonths
                      Ended
                      March31,2009Other
      investments
                    
                    $
                    3,653
                    
                    
                    
                    -
                    
                    
                    $
                    3,653
                    
                    
                    
                    -
                    
                    
                    $
                    2Total
                    
                    $
                    3,653
                    
                    
                    
                    -
                    
                    
                    $
                    3,653
                    
                    
                    
                    -
                    
                    
                    $
                    2





There
were no changes to the Company’s valuation techniques used to measure asset fair
values on a recurring or nonrecurring basis during the three months ended March
31, 2009 and the Company did not have any financial liabilities as of March 31,
2009.





Nonfinancial
assets and liabilities accounted for at fair value on a nonrecurring basis
include items such as goodwill and long-lived assets that are measured at fair
value to test for and measure an impairment charge, when
necessary.  There were no triggering events during the first quarter
of 2009 which warranted an impairment test on the Company’s goodwill or
long-lived assets.


12





5.
            COMPANY-OWNED
      LIFE INSURANCE





Investments
in company-owned life insurance policies (“COLI”) were made with the intention
of utilizing them as a long-term funding source for the Company’s supplemental
retirement plan obligations, which amounted to $6.1 million at March 31, 2009.
However, the cash surrender value of the COLI does not represent a committed
funding source for these obligations.  Any proceeds from these
policies are subject to claims from creditors, and the Company can designate
them to another purpose at any time.  The fair market value of the
COLI of $3.6 million and $3.8 million as of March 31, 2009 and December 31,
2008, respectively, is included in other assets in the accompanying condensed
consolidated balance sheets.  During the first quarter of 2009,
significant declines in global equity markets had a significant effect in
reducing the cash surrender value and as a result, the Company recorded a $0.3
million charge to account for the reduction in cash surrender
value.  This charge was allocated between cost of sales and selling,
general and administrative expenses on the Condensed Consolidated Statements of
Operations for the three months ended March 31, 2009.  The allocation
is consistent with the costs associated with the long-term employee benefit
obligations that the COLI is intended to fund.





6.
            INVENTORIES





The
components of inventories are as follows (dollars in thousands):





March 31,
                  
                  
                  December 31,2009
                  
                  
                  2008Raw
      materials
                  
                  $
                  21,858
                  
                  
                  $
                  25,527Work
      in progress
                  
                  
                  1,551
                  
                  
                  
                  1,650Finished
      goods
                  
                  
                  15,011
                  
                  
                  
                  19,347$
                  38,420
                  
                  
                  $
                  46,524





Inventories
are shown net of an allowance for excess and obsolete inventory of $3.6 million
and $4.1 million as of March 31, 2009 and December 31, 2008,
respectively.


13




7.
            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 (dollars in
thousands):





Three
      Months EndedMarch 31,2009
                      
                      
                      2008Total
      segment revenuesNorth
      America
                      
                      $
                      11,306
                      
                      
                      $
                      22,991Asia
                      
                      
                      33,798
                      
                      
                      
                      42,139Europe
                      
                      
                      5,040
                      
                      
                      
                      6,786Total
      segment revenues
                      
                      
                      50,144
                      
                      
                      
                      71,916Reconciling
      items:Intersegment
      revenues
                      
                      
                      (6,273
                      )
                      
                      
                      (11,047
                      )Net
      sales
                      
                      $
                      43,871
                      
                      
                      $
                      60,869Income
      (loss) from Operations:North
      America
                      
                      $
                      2,570
                      
                      
                      $
                      1,097Asia
                      
                      
                      (192
                      )
                      
                      
                      841Europe
                      
                      
                      (119
                      )
                      
                      
                      360$
                      2,259
                      
                      
                      $
                      2,298





8.
            DEBT





Short-term
debt





The
Company has an unsecured credit agreement in the amount of $20 million, which
expires on September 10, 2011.  There have not been any borrowings
under the credit agreement and, as such, there was no balance outstanding as of
March 31, 2009.  At that date, the entire $20 million line of credit
was available to the Company to borrow.  The credit agreement bears
interest at LIBOR plus 0.75% to 1.25% based on certain financial statement
ratios maintained by the Company.





The
Company’s Hong Kong subsidiary had an unsecured line of credit of approximately
$2 million which was unused as of March 31, 2009.  The line of credit
expired on January 31, 2009 and was renewed on February 10, 2009.  Any
borrowing on the line of credit will be guaranteed by the U.S.
parent.  The line of credit bears interest at a rate determined by the
bank as the financing is extended.





9.
            INCOME
      TAXES





In
accordance with the provisions of FASB Interpretation No. 48, “Accounting for
Uncertainties in Income Taxes”, as of March 31, 2009 and December 31, 2008, the
Company has approximately $7.4 million and $7.3 million, respectively, of
liabilities for uncertain tax positions ($3.9 million and $3.9 million,
respectively, included in income tax payable and $3.5 million and $3.4 million,
respectively, included in liability for uncertain tax positions) all of which,
if recognized, would reduce the Company’s effective tax rate.




14




The
Company and its subsidiaries file income tax returns in the U.S. federal
jurisdiction and various states and foreign jurisdictions.  The
Company is no longer subject to U.S. federal examinations by tax authorities for
years before 2005 and for state examinations before
2004.   Regarding foreign subsidiaries, the Company is no longer
subject to examination by tax authorities for years before 2002 in the Far East
and generally 2004 in Europe.





As a
result of the expiration of the statute of limitations for specific
jurisdictions, it is reasonably possible that the related unrecognized benefits
for tax positions taken regarding previously filed tax returns may change
materially from those recorded as liabilities for uncertain tax positions in the
Company’s condensed consolidated financial statements at March 31,
2009.   A total of $3.9 million of previously recorded
liabilities for uncertain tax positions relates to the 2005 tax
year.  The statute of limitations related to this liability is
scheduled to expire on September 15, 2009.





The
Company’s policy is to recognize interest and penalties related to uncertain tax
positions as a component of the current provision for income
taxes.  During the three months ended March 31, 2009 and 2008, the
Company recognized an immaterial amount and approximately $0.1 million,
respectively, in interest and penalties in the Condensed Consolidated Statements
of Operations.  The Company has approximately $1.6 million and $1.6
million accrued for the payment of interest and penalties at March 31, 2009 and
December 31, 2008, respectively, which is included in both income taxes payable
and liability for uncertain tax positions in the Condensed Consolidated Balance
Sheets.





10.
            ACCRUED
      EXPENSES





Accrued
expenses consist of the following (dollars in thousands):





March 31,
                  
                  
                  December 31,2009
                  
                  
                  2008Sales
      commissions
                  
                  $
                  1,150
                  
                  
                  $
                  1,598Contract
      labor
                  
                  
                  1,429
                  
                  
                  
                  2,939Salaries,
      bonuses and related benefits
                  
                  
                  1,920
                  
                  
                  
                  2,834Other
                  
                  
                  1,920
                  
                  
                  
                  2,582$
                  6,419
                  
                  
                  $
                  9,953





See Note
19 for discussion and details associated with restructuring
accruals.





11.
            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 expense for the three months ended March 31, 2009
and 2008 amounted to approximately $0.1 million and $0.1 million, respectively.
As of March 31, 2009, the plans owned 17,113 and 167,853 shares of Bel Fuse Inc.
Class A and Class B common stock, respectively.





The
Company's subsidiaries in Asia have a retirement fund covering substantially all
of their Hong Kong based full-time employees.  The expense for the
three months ended March 31, 2009 and 2008 amounted to approximately $0.1
million for both periods.  As of March 31, 2009, the plan owned 3,323
and 17,342 shares of Bel Fuse Inc. Class A and Class B common stock,
respectively.




15




The
Supplemental Executive Retirement Plan (the "SERP" or the “Plan”) is designed to
provide a limited group of key management and highly compensated employees of
the Company with supplemental retirement and death benefits.





The
components of SERP expense are as follows (dollars in
thousands):




Three Months EndedMarch 31,2009
                  
                  
                  2008Service
      cost
                  
                  $
                  96
                  
                  
                  $
                  73Interest
      cost
                  
                  
                  88
                  
                  
                  
                  76Amortization
      of adjustments
                  
                  
                  37
                  
                  
                  
                  33Total
      SERP expense
                  
                  $
                  221
                  
                  
                  $
                  182




March 31,
                  
                  
                  December 31,2009
                  
                  
                  2008Balance
      sheet amounts:Minimum
      pension obligation and unfunded pension liability
                  
                  $
                  6,111
                  
                  
                  $
                  5,910Accumulated
      other comprehensive (loss) income
                  
                  
                  (1,588
                  )
                  
                  
                  (1,588
                  )





12.
            SHARE-BASED
      COMPENSATION





The
Company records compensation expense in its Condensed Consolidated Statements of
Operations related to employee stock-based options and awards in accordance with
SFAS No. 123(R) “Share-Based Payment”.  The aggregate pretax
compensation cost recognized in net earnings for stock-based compensation
(including incentive stock options and restricted stock, as further discussed
below) amounted to approximately $0.4 million and $0.3 million, respectively,
for the three months ended March 31, 2009 and 2008.  The Company did
not use any cash to settle any equity instruments granted under share-based
arrangements during the three months ended March 31, 2009 and 2008.





Stock
Options





The
Company has an equity compensation program (the "Program") which provides for
the granting of "Incentive Stock Options" within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended, non-qualified stock options and
restricted stock awards.  No stock options were granted during the
three months ended March 31, 2009 and 2008.


16





Information
regarding the Company’s stock options for the three months ended March 31, 2009
is as follows.  All of the stock options noted below relate to options
to purchase shares of the Company’s Class B common stock.





WeightedAverageWeighted
                  
                  Remaining
                  
                  AggregateAverage
                  
                  Contractual
                  
                  IntrinsicOptions
                  
                  Shares
                  
                  
                  Exercise Price
                  
                  Term
                  
                  Value (000's)Outstanding
      at January 1, 2009
                  
                  
                  53,000
                  
                  
                  $
                  31.48Granted
                  
                  
                  -Exercised
                  
                  
                  -Forfeited
      or expired
                  
                  
                  -Outstanding
      at March 31, 2009
                  
                  
                  53,000
                  
                  
                  $
                  31.48
                  
                  1.0 years
                  
                  $
                  -Exercisable
      at March 31, 2009
                  
                  
                  38,000
                  
                  
                  $
                  32.26
                  
                  0.9 years
                  
                  $
                  -





No stock
options were exercised during the three months ended March 31,
2009.  During the three months ended March 31, 2008, a nominal amount
of stock options were exercised and, as a result, the amount received from the
exercise of stock options and the associated intrinsic value and tax benefits
related to these exercises were minimal. Stock compensation expense applicable
to stock options was minimal for the three months ended March 31, 2009 and
2008.





A summary
of the status of the Company's unvested stock options as of December 31, 2008
and changes during the three months ended March 31, 2009 is presented
below:





Weighted-AverageGrant-DateUnvested Stock Options
                      
                      Shares
                      
                      
                      Fair ValueUnvested
      at December 31, 2008
                      
                      
                      15,000
                      
                      
                      $
                      29.50Granted
                      
                      
                      -
                      
                      
                      
                      -Vested
                      
                      
                      -
                      
                      
                      
                      -Forfeited
                      
                      
                      -
                      
                      
                      
                      -Unvested
      at March 31, 2009
                      
                      
                      15,000
                      
                      
                      $
                      29.50





At March
31, 2009, the Company has recognized all costs related to unvested stock options
arrangements under the Program.  Currently, the Company believes that
substantially all options will vest.





Restricted
Stock Awards





The
Company provides common stock awards to certain officers and key
associates.  The Company grants these awards, at its discretion, from
the shares available under the Program.  Unless otherwise provided at
the date of grant or unless subsequently accelerated, the shares awarded vest in
25% increments on the second, third, fourth and fifth anniversaries of the
award, respectively, and are distributed provided the employee has remained
employed by the Company through such anniversary dates; otherwise the unearned
shares are forfeited.  The market value of these shares at the date of
award is recorded as compensation expense on the straight-line method over the
fiveyear periods
from the respective award dates, as adjusted for forfeitures of unvested awards.
No common stock awards were granted by the Company during the three months ended
March 31, 2009 or 2008.  In connection with awards granted in prior
years, the Company recorded pre-tax compensation expense of $0.4 million and
$0.2 million for the three months ended March 31, 2009 and 2008,
respectively.





17




A summary
of the activity under the Restricted Stock Awards Plan as of January 1, 2009 and
for the three months ended March 31, 2009 is presented below:





WeightedWeighted
                                
                                AverageAverage
                                
                                RemainingRestricted Stock
                                
                                
                                
                                
                                Award
                                
                                ContractualAwards
                                
                                Shares
                                
                                
                                Price
                                
                                TermOutstanding
      at January 1, 2009
                                
                                
                                202,900
                                
                                
                                $
                                32.58
                                
                                3.06
      yearsGranted
                                
                                
                                -
                                
                                
                                
                                -Vested
                                
                                
                                -
                                
                                
                                
                                -Forfeited
                                
                                
                                (10,200
                                )
                                
                                
                                29.14Outstanding
      at March 31, 2009
                                
                                
                                192,700
                                
                                
                                $
                                32.76
                                
                                2.78
      years





As of
March 31, 2009, there was $3.9 million of total pre-tax unrecognized
compensation cost included within additional paid-in-capital related to
non-vested stock based compensation arrangements granted under the restricted
stock award plan; that cost is expected to be recognized over a period of 4.1
years.  The Company's policy is to issue new shares to satisfy
Restricted Stock Awards and incentive stock option exercises.  In
calculating the stock-based compensation expense related to stock awards, the
Company has estimated that 5% of the outstanding unvested stock awards will
forfeit each year related to employee attrition.





13.
            COMMON
      STOCK





During
2000, the Board of Directors of the Company authorized the purchase of up to ten
percent of the Company’s outstanding common shares. As of March 31, 2009, the
Company had purchased and retired 23,600 Class B common shares at a cost of
approximately $0.8 million and had purchased and retired 527,817 Class A common
shares at a cost of approximately $16.8 million.  No shares of Class B
common stock were repurchased during the three months ended March 31, 2009 and
6,070 shares of Class A common stock were repurchased during the three months
ended March 31, 2009 at a cost of $0.1 million.





As of
March 31, 2009, to the Company’s knowledge, there were two shareholders of the
Company’s common stock with ownership in excess of 10% of Class A outstanding
shares with no ownership of the Company’s Class B common stock.  In
accordance with the Company’s certificate of incorporation, the Class B
Protection clause is triggered if a shareholder owns 10% or more of the
outstanding Class A common stock and does not own an equal or greater percentage
of all then outstanding shares of both Class A and Class B common stock (all of
which common stock must have been acquired after the date of the 1998
recapitalization).  In such a circumstance, such shareholder must,
within 90 days of the trigger date, purchase Class B common shares, in an amount
and at a price determined in accordance with a formula described in the
Company’s certificate of incorporation, or forfeit its right to vote its Class A
common shares.  As of March 31, 2009, to the Company’s knowledge,
these shareholders had not purchased any Class B shares to comply with these
requirements.  In order to vote their shares at Bel’s next
shareholders’ meeting, these shareholders must either purchase the required
number of Class B common shares or sell or otherwise transfer Class A common
shares until their Class A holdings are under 10%.  As of March 31,
2009, to the Company’s knowledge, these shareholders owned 17.0% and 12.1%,
respectively, of the Company’s Class A common stock in the aggregate and had not
taken steps to either purchase the required number of Class B common shares or
sell or otherwise transfer Class A common shares until their Class A holdings
fall below 10%.





18




There are
no contractual restrictions on the Company's ability to pay dividends provided
the Company is not in default immediately before such payment and after giving
effect to such payment. On February 1, 2009, the Company paid a $0.07 per share
dividend to all shareholders of record of Class B Common Stock in the total
amount of $0.6 million and a $0.06 per share dividend to all shareholders of
record of Class A Common Stock in the total amount of $0.2 million.





14.
            COMPREHENSIVE
      INCOME




Comprehensive
(loss) income for the three months ended March 31, 2009 and 2008 consists of the
following (dollars in thousands):




Three Months EndedMarch 31,2009
                  
                  
                  2008Net
      earnings
                  
                  $
                  816
                  
                  
                  $
                  2,167Currency
      translation adjustment
                  
                  
                  (524
                  )
                  
                  
                  719(Decrease)
      increase in unrealized gain on marketable securities - net of
      taxes
                  
                  
                  (1,246
                  )
                  
                  
                  2,894Comprehensive
      (loss) income
                  
                  $
                  (954
                  )
                  
                  $
                  5,780





The
components of accumulated other comprehensive (loss) income as of March 31, 2009
and December 31, 2008 are summarized below (dollars in thousands):





March 31,
                  
                  
                  December 31,2009
                  
                  
                  2008Foreign
      currency translation adjustment
                  
                  $
                  1,222
                  
                  
                  $
                  1,746Unrealized
      holding loss on available-for-sale securities under SFAS No. 115, net of
      taxes of ($740) and $23 as of March 31, 2009 and December 31,
      2008
                  
                  
                  (1,216
                  )
                  
                  
                  30Unfunded
      SERP liability, net of taxes of ($606) as of March 31, 2009 and December
      31, 2008
                  
                  
                  (1,588
                  )
                  
                  
                  (1,588
                  )Accumulated
      other comprehensive (loss) income
                  
                  $
                  (1,582
                  )
                  
                  $
                  188





19





15.
            SALE
      OF PROPERTY





During
May 2007, the Company sold a parcel of land located in Jersey City, New Jersey
for $6.0 million.  In December 2007, the Tidelands Resource Council
voted to approve the Bureau of Tideland’s Management’s recommendation for a
Statement of No Interest.  On March 14, 2008, the Commissioner of the
Department of Environmental Protection signed a letter to approve the Statement
of No Interest.  As final approval of the Statement of No Interest was
still pending as of December 31, 2008, the Company continued to defer the
estimated gain on sale of the land, in the amount of $4.6 million.  Of
the $6.0 million sales price, the Company received cash of $1.5 million before
closing costs, and $4.6 million (including interest) was being held in escrow
pending final resolution of the State of New Jersey tideland claim and certain
environmental costs.  During 2007, the Company paid $0.4 million
related to environmental costs, which approximated the maximum amount of
environmental costs for which the Company is liable.  During May 2008,
the title company released $2.3 million of the escrow and, as such, $2.3
remained in escrow and had been classified as restricted cash as of December 31,
2008.  In February 2009, the final approval of the Statement of No
Interest was received from the State of New Jersey.  In March 2009,
the title company released the remaining escrow of $2.3 million and
corresponding guarantees and the Company recognized the gain associated with the
sale of this property in the amount of $4.6 million.





16.
            NEW
      FINANCIAL ACCOUNTING STANDARDS





In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”, which
enhances existing guidance for measuring assets and liabilities using fair
value.  This Standard provides a single definition of fair value,
together with a framework for measuring it, and requires additional disclosure
about the use of fair value to measure assets and
liabilities.    In February 2008, the FASB issued FASB
Staff Position SFAS 157-1, “Application of SFAS No. 157 to SFAS No. 13 and Its
Related Interpretative Accounting Pronouncements that Address Leasing
Transactions” (“FSP SFAS 157-1”) and FASB Staff Position SFAS 157-2, “Effective
Date of SFAS No. 157” (“FSP SFAS 157-2”). FSP SFAS 157-1 excludes SFAS No.
13 and its related interpretive accounting pronouncements that address leasing
transactions from the requirements of SFAS No. 157, with the exception of fair
value measurements of assets and liabilities recorded as a result of a lease
transaction but measured pursuant to other pronouncements within the scope of
SFAS No. 157. FSP SFAS 157-2 delays the effective date of SFAS No. 157 for
all nonfinancial assets and nonfinancial liabilities, except those that are
recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually). FSP SFAS 157-1 and FSP SFAS 157-2 became effective
for the Company upon adoption of SFAS No. 157 on January 1, 2008. See
Note 4 of Notes to Condensed Consolidated Financial Statements for
disclosures related to the Company’s financial assets accounted for at fair
value on a recurring or nonrecurring basis.  The Company completed its
implementation of SFAS No. 157 effective January 1, 2009 and it did not have a
material impact on its financial statements.





In
December 2007, the FASB issued SFAS No. 141(R), which replaces SFAS No. 141
“Business Combinations”.  This Statement is intended to improve the
relevance, completeness and representational faithfulness of the information
provided in financial reports about the assets acquired and the liabilities
assumed in a business combination.  This Statement requires an
acquirer to recognize the assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree at the acquisition date, measured at
their fair values as of that date, with limited exceptions specified in the
Statement.  Under SFAS No. 141(R), acquisition-related costs,
including restructuring costs, must be recognized separately from the
acquisition and will generally be expensed as incurred.  That replaces
SFAS No. 141’s cost-allocation process, which required the cost of an
acquisition to be allocated to the individual assets acquired and liabilities
assumed based on their estimated fair values.  SFAS No. 141(R) shall
be applied prospectively to business combinations for which the acquisition date
is on or after the beginning of the first annual report period beginning on or
after December 15, 2008.  The Company has adopted SFAS No. 141(R)
effective January 1, 2009 and it did not have a material impact on its financial
statements.


20





In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles”.  SFAS No. 162 identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States.  The Company has adopted SFAS No. 162 effective
January 1, 2009 and it did not have a material impact on its financial
statements.





17.
            LEGAL
      PROCEEDINGS





The
Company is, from time to time, a party to litigation arising in the normal
course of its business, including various claims of patent
infringement.  See the Company’s 2008 Annual Report on Form 10-K for
the details of all of Bel’s pending lawsuits.  There were no material
developments related to any of the Company’s lawsuits since the filing of the
Company’s 2008 Annual Report on Form 10-K.





18.
            RELATED
      PARTY TRANSACTIONS





As of
March 31, 2009, the Company has $2.0 million invested in a money market fund
with GAMCO Investors, Inc. (“GAMCO”).  GAMCO is a current shareholder
of the Company, with holdings of its Class A stock of approximately
12.1%.  However, as discussed in Note 13, GAMCO’s voting rights are
currently suspended.





19.
            RESTRUCTURING
      ACTIVITY





The
Company ceased all manufacturing operations at its Bel Power Inc. facility in
Westborough, Massachusetts as of December 31, 2008.  The costs
associated with this closure are being accounted for under SFAS No. 146
“Accounting for Costs Associated with Exit or Disposal
Activities”.  The Company incurred $0.4 million of restructuring
charges during the three months ended March 31, 2009, including $0.1 million
related to severance and related benefits. The Company has been unable to
sublease the facility in Westborough, Massachusetts and in light of the current
real estate market, it is not anticipated that a sublease can be reasonably
obtained for this facility.  As a result, the Company has recorded an
additional charge of $0.3 million related to its facility lease obligation
during the three months ended March 31, 2009.  These charges impacted
the operating profit of the Company’s North America operating
segment.





Activity
and liability balances related to the restructuring charges for the three months
ended March 31, 2009 are as follows:





Liability at
                  
                  
                  New
                  
                  
                  Cash Payments &
                  
                  
                  Liability atDecember31,2008
                  
                  
                  Charges
                  
                  
                  OtherSettlements
                  
                  
                  March31,2009Termination
      benefit charges
                  
                  $
                  437
                  
                  
                  $
                  121
                  
                  
                  $
                  (558
                  )
                  
                  $
                  -Facility
      lease obligation
                  
                  
                  524
                  
                  
                  
                  292
                  
                  
                  
                  (38
                  )
                  
                  
                  778$
                  961
                  
                  
                  $
                  413
                  
                  
                  $
                  (596
                  )
                  
                  $
                  778





The
Company has included the current portion of $0.2 million in accrued
restructuring in the Condensed Consolidated Balance Sheet at March 31, 2009, and
has classified the remaining $0.6 million of the liability related to the
facility lease obligation as noncurrent.





20.
            SUBSEQUENT
      EVENT








The
Company's internal review has focused on the Employee's role in the
administration of the Company's stock option plan, 401(k) plan and
profit-sharing plan. The following determinations have been made:
 
 ·
              With
      respect to the stock option plan, the Company has determined that over a
      period of approximately eight years, the Employee exercised options
      covering 28,000 shares of Class B Common Stock on the basis of
      documentation that the Employee fabricated. The fair value of these 28,000
      shares at the times of issuance approximated $0.8 million. Option
      exercises covering an additional 3,500 shares are questionable but have
      not, as yet, been determined to be based on fabricated documentation. The
      Employee has returned 24,000 shares to the Company for cancellation with a
      fair market value on the dates of their return of approximately $0.4
      million.
 
 ·
              With
      respect to the Company's 401(k) plan, the Company has determined that over
      the same approximate eight year period, the Employee made paper entries to
      artificially increase the balance in his 401(k) account by a total of
      $44,300. The Employee has not withdrawn any funds in his 401(k) account.
      Accordingly, the Company intends to recoup such $44,300 directly from the
      Employee's 401(k) account.
 
 ·
              With
      respect to the Company's profit-sharing plan, the Company has determined
      that the Employee diverted to his account a total of $3,600 credited to
      the account of an employee whose employment had terminated and who
      therefore was about to forfeit his profit-sharing interest. The Employee
      has not withdrawn any funds in his profit-sharing account. The Company
      intends to recoup such $3,600 directly from the Employee's profit-sharing
      account.
 
 The
review by the Company's internal accounting personnel is substantially complete.
The Company's forensic accounting firm is in the process of performing an email
search designed to ascertain whether there is any evidence that the Employee's
actions extended beyond his own personal accounts or whether other employees
were directly involved in such actions. To date, the Company has not discovered
any evidence that suggests that the fraudulent practices identified pursuant to
the internal investigation extended beyond the Employee's personal accounts or
directly involved Company personnel other than the Employee.


21





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




The
Company’s quarterly and annual operating results are impacted 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, 2008. As a result of these
and other factors, the Company may experience material fluctuations in future
operating results on a quarterly or annual basis, which could materially and
adversely affect its business, financial condition, operating results, and stock
prices.  Furthermore, this document and other documents filed by the
Company with the Securities and Exchange Commission (the “SEC”) contain certain
forward-looking statements under the Private Securities Litigation Reform Act of
1995 (“Forward-Looking Statements”) with respect to the business of the
Company.  These Forward-Looking Statements are subject to certain
risks and uncertainties, including those detailed in Item 1A of the Company’s
Annual Report on Form 10-K for the year ended December 31, 2008, which could
cause actual results to differ materially from these Forward-Looking
Statements.  The Company undertakes no obligation to publicly release
the results of any revisions to these Forward-Looking Statements which may be
necessary to reflect events or circumstances after the date such statements are
made or to reflect the occurrence of unanticipated events.  An
investment in the Company involves various risks, including those which are
detailed from time to time in the Company’s SEC filings.




Overview





Our
Company





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 (including power conversion and integrated modules), circuit
protection devices and interconnect products.  While these products
are deployed primarily in the computer, networking and telecommunication
industries, Bel’s expanding portfolio of products also finds application in the
automotive, medical and consumer electronics markets.   Bel's
products are designed to protect, regulate, connect, isolate or manage a variety
of electronic circuits.





Bel’s
business is operated through three geographic segments:  North
America, Asia and Europe.  During the three months ended March 31,
2009, 67% of the Company’s revenues were derived from Asia, 23% from North
America and 10% from its Europe operating segment.  Sales of the
Company’s magnetic products represented approximately 45% of the Company’s total
net sales for the three months ended March 31, 2009.  These sales are
primarily driven by working closely with the Company’s customers’ engineering
staffs and aligning them with industry standards committees and various
integrated circuit (IC) manufacturers.  The remaining revenues related
to sales of the Company’s modules products (33%), interconnect products (17%)
and circuit protection products (5%).





The
Company’s expenses are driven principally by the cost of labor where Bel’s
factories are located and the cost of the materials that it uses.  As
labor and material costs vary by product line, any significant shift in product
mix has an associated impact on the Company’s costs of sales.  Bel
generally enters into processing arrangements with several independent third
party contractors in Asia.  Costs are recorded as incurred for all
products manufactured either at third party facilities or at the Company's own
manufacturing facilities.  Such amounts are determined based upon the
estimated stage of production and include labor cost and fringes and related
allocations of factory overhead. The Company manufactures finished goods at its
own manufacturing facilities in Glen Rock, Pennsylvania, Inwood, New York, the
Dominican Republic, Mexico, and the Czech Republic.


22





Trends
Affecting our Business





The
Company believes the key factors affecting Bel’s first quarter 2009 and future
results include the following:





·
            Increasing
      pressures in the U.S. and global economy related to the global economic
      downturn, the credit crisis, volatility in interest rates, investment
      returns, energy prices and other elements that impact commercial and
      end-user consumer spending are creating a highly challenging environment
      for Bel and its customers.





·
            These
      weakening economic conditions have resulted in reductions in capital
      expenditures by end-user consumers of our products, resulting in a
      decreased backlog of orders in
2009.





·
            With
      the overall reduction in demand in our industry, competition will continue
      to increase. As a result, Bel is being faced with pricing pressures, which
      will impact Bel’s future profit
margins.





·
            Commodity
      prices, especially those pertaining to gold and copper, have been highly
      volatile.  Fluctuations in these prices and other commodity
      prices associated with Bel’s raw materials will have a corresponding
      impact on our profit margins.





·
            The
      costs of labor, particularly in the People’s Republic of China where
      several of Bel’s factories are located, have risen significantly as a
      result of government mandates for new minimum wage and overtime
      requirements (effective April 2008).  These higher labor rates
      will continue to have a negative impact on Bel’s profit
      margins.





·
            The
      global nature of Bel’s business exposes Bel to earnings volatility
      resulting from exchange rate
fluctuations.





These
factors are expected to continue into the foreseeable future.  With
reduced demand for Bel’s products, coupled with maintaining competitive pricing
and the challenge of curbing internal costs, the Company anticipates that its
results of operations for the remainder of 2009 will be materially adversely
affected by the continuing economic crisis.


23


First
Quarter 2009 Results





The current market conditions have
impacted the Company considerably during the three months ended March 31,
2009.





·
            Net
      Sales.The Company’s sales decreased by $17.0 million or
      27.9% during the three months ended March 31, 2009 as compared to the same
      period of 2008, primarily due to a reduction in demand across all product
      lines related to weakening global economic
  conditions.





·
            Income from
      Operations.  During the three months ended March 31,
      2009, the Company recorded a gain on sale of property in the amount of
      $4.6 million, which is included in income from
      operations.  Excluding this gain, income from operations for the
      three months ended March 31, 2008 of $2.3 million decreased by $4.7
      million to a loss from operations of $2.4 million for the three months
      ended March 31, 2009.  The exclusion of such gain results in a
      Non-GAAP Financial Measure, which is presented in order to assist the
      reader in comparing income from operations from one quarter to another
      quarter.  The decrease in income from operations after excluding
      such gain is primarily attributable to the
  following:





§
            Rising
      Bill of Material Costs.  Bel continues to increase its sales
      volume of a particular product line within the modules group in which a
      larger percentage of the final product is comprised of purchased
      components.  In addition, sales revenue in other product lines
      has decreased, thereby increasing the proportion of total sales
      represented by this product line, and reducing gross
    margins.





§
            Restructuring
      Charges.  The Company ceased manufacturing at its Bel Power
      manufacturing facility in Westborough, Massachusetts as of December 31,
      2008.  Related to this closure, the Company incurred severance
      costs of $0.1 million and costs associated with its facility lease
      obligation of $0.3 million during the three months ended March 31,
      2009.





§
            Reduced
      Labor Costs.  The Company experienced a significant increase in
      customer demand after the Lunar New Year in early February 2008, leading
      to large number of new workers being hired and the associated training
      costs, production inefficiencies and excessive overtime.  Due to
      reduced demand in the first quarter of 2009, additional workforce was not
      needed.





§
            Reduction
      in Selling, General and Administrative (“SG&A”)
      Expenses.  SG&A expenses were $1.3 million lower during the
      first quarter of 2009 as compared to the same period of
      2008.  This reduction was primarily due to lower commissions
      from the reduced sales volume, administrative headcount reductions and
      travel restrictions put in place during the first quarter of
      2009.





·
            Net
      Earnings.  The Company’s net earnings decreased
      significantly from $2.2 million for the three months ended March 31, 2008
      to $0.8 million for the three months ended March 31, 2009.  In
      addition to the factors impacting income from operations discussed above,
      the following non-operating factors impacted the first quarter 2009 net
      earnings:





§
            Reduced
      Interest Rates.  Interest income decreased from $0.9 million
      during the first quarter of 2008 to $0.2 million during the first quarter
      of 2009 as a result of significantly lower interest rates earned on
      invested balances during the first quarter of
  2009.


24





§
            Income
      tax expense of $1.7 million was recognized, related to the gain on sale of
      property described above.





Critical Accounting
Policies





The Company’s discussion and analysis
of its financial condition and results of operations are based upon the
Company’s consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America. The preparation of these financial statements requires the Company to
make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. On an on-going basis, the Company evaluates its estimates,
including those related to product returns, bad debts, inventories, intangible
assets, investments, SERP expense, income taxes and contingencies and
litigation. The Company bases its estimates on historical experience and on
various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.  For a discussion of the Company’s critical
accounting policies, see the Company’s Annual Report on Form 10-K for the year
ended December 31, 2008.





Results of
Operations





The following table sets forth, for the
periods presented, the percentage relationship to net sales of certain items
included in the Company’s condensed consolidated statements of
operations.





Percentage of Net SalesThree Months EndedMarch31,2009
                  
                  
                  2008Net
      sales
                  
                  
                  100.0
                  %
                  
                  
                  100.0
                  %Cost
      of sales
                  
                  
                  87.1
                  
                  
                  
                  81.5Selling,
      general and administrative expenses
                  
                  
                  17.4
                  
                  
                  
                  14.7Restructuring
      charge
                  
                  
                  0.9
                  
                  
                  
                  -Gain
      on sale of property, plant and equipment
                  
                  
                  (10.6
                  )
                  
                  
                  -Realized
      gain (loss/impairment charge) on investment
                  
                  
                  -
                  
                  
                  
                  (0.5
                  )Interest
      income
                  
                  
                  0.4
                  
                  
                  
                  1.5Earnings
      before provision for income taxes
                  
                  
                  5.6
                  
                  
                  
                  4.8Income
      tax provision
                  
                  
                  3.7
                  
                  
                  
                  1.3Net
      earnings
                  
                  
                  1.9
                  
                  
                  
                  3.6


25





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





Increase
      (decrease) fromPrior PeriodThree
      Months EndedMarch
      31, 2009Compared
      withThree
      Months EndedMarch 31, 2008Net
      sales
                  
                  
                  (27.9
                  )
      %Cost
      of sales
                  
                  
                  (23.0
                  )Selling,
      general and administrative expenses
                  
                  
                  (14.3
                  )Net
      earnings
                  
                  
                  (62.3
                  )





THREE MONTHS ENDED MARCH 31,
2009 VERSUS


THREE MONTHS ENDED MARCH 31,
2008





Sales





Net sales decreased 27.9% from $60.9
million during the three months ended March 31, 2008 to $43.9 million during the
three months ended March 31, 2009. The Company attributes the decrease to a
reduction in demand across all major product groups as a result of the weakening
economic conditions.





The significant components of the
Company's revenues for the three months ended March 31, 2009 were magnetic
products of $20.0 million (as compared with $25.0 million during the three
months ended March 31, 2008), interconnect products of $7.4 million (as compared
with $12.0 million during the three months ended March 31, 2008), module
products of $14.4 million (as compared with $19.9 million during the three
months ended March 31, 2008), and circuit protection products of $2.1 million
(as compared with $4.0 million during the three months ended March 31,
2008).





Cost of
Sales





Cost of sales as a percentage of net
sales increased from 81.5% during the three months ended March 31, 2008 to 87.1%
during the three months ended March 31, 2009. The increase in the cost of sales
percentage is primarily attributable to the following:





 ̈
            Material
      costs as a percentage of sales have increased from 53.3% during the three
      months ended March 31, 2008 to 57.0% during the three months ended March
      31, 2009.  Sales of a particular product line within the modules
      group have increased to 15% of total sales for the three months ended
      March 31, 2009 as compared to 11% of total sales in the same period in
      2008.  Much of this increase was due to revenue declines in
      other product lines.  While these products are strategic to
      Bel’s growth and important to total earnings, they return lower gross
      profit margins as a larger percentage of the final product is comprised of
      purchased components.  As these sales continue to increase as a
      percentage of total sales, the Company’s average gross profit percentage
      will likely decrease.


26





 ̈
            Included
      in cost of sales are research and development expenses of $2.2 million and
      $2.0 million for the three months ended March 31, 2009 and 2008,
      respectively.   The increase in research and development
      expenses during the first quarter of 2009 was primarily related to Bel’s
      power products and new integrated connector
  modules.





 ̈
            While
      other fixed costs within cost of sales, such as support labor and
      depreciation and amortization, have decreased in dollar amount during the
      first quarter of 2009 as compared to 2008, as a percentage of sales these
      costs have increased due to the lower sales volume in
  2009.





 ̈
            As
      an offsetting factor, the Company experienced a reduction in labor costs
      during the three months ended March 31, 2009 (8.5% of sales as compared to
      10.3% of sales for the three months ended March 31, 2008).  A
      significant increase in customer demand after the Lunar New Year in
      February 2008 resulted in the hiring of approximately 5,000 new workers,
      which resulted in training expenses, production inefficiencies and
      excessive overtime.  With lower customer demand in 2009,
      additional manpower was not needed after Lunar New Year and Bel has
      effectively eliminated overtime costs.  In addition, the Company
      continues to transition the labor intensive assembly operations to lower
      cost regions of the PRC.





Selling, General and
Administrative Expenses





The percentage relationship of selling,
general and administrative expenses to net sales increased from 14.7% during the
three months ended March 31, 2008 to 17.4% during the three months ended March
31, 2009.  While the percentage of sales increased from last year, the
dollar amount of selling, general and administrative expense for the three
months ended March 31, 2009 was $1.3 million lower as compared to the same
period of 2008.  The overall reduction in dollar amount was the result
of the following factors:





 ̈
            Sales
      commissions decreased by $0.7 million due to the 2009 lower sales
      volume.


 ̈
            Travel
      expenses were reduced by $0.2 million, as management implemented travel
      restrictions during the first quarter of
2009.


 ̈
            General
      and administrative salaries decreased by $0.4 million as compared to the
      first quarter of 2008 as a result of headcount reductions in Westborough,
      Massachusetts, Germany and Asia.


 ̈
            Other
      reductions in SG&A of $0.2 million included reduced legal and
      professional fees, lower bad debt expense and other factors that were not
      individually significant.


 ̈
            As
      an offsetting factor, the Company recorded a $0.2 million charge during
      the first quarter of 2009 to account for the reduction in fair market
      value of its COLI.





Restructuring
Charge





In connection with the closing of the
Company’s Westborough, Massachusetts facility in December 2008, the Company
incurred $0.1 million of termination benefit charges and $0.3 million related to
its facility lease obligation during the three months ended March 31, 2009. See
“Liquidity and Capital Resources” for further information on the restructuring
charges.


27





Sale of Property, Plant and
Equipment





During the three months ended March 31,
2009, the Company realized the above-mentioned gain from the sale of property in
Jersey City, New Jersey in the amount of $4.6 million.





Realized Loss/Impairment
Charge on Investment





During the three months ended March 31,
2008, the Company recorded realized losses and an other-than-temporary
impairment charge of $0.3 million related to its investment in the Columbia
Strategic Cash Portfolio.  See “Liquidity and Capital Resources” for
further information.  The Company did not record any impairment
charges during the three months ended March 31, 2009.





Interest
Income





Interest income earned on cash and cash
equivalents decreased by approximately $0.7 million during the three months
ended March 31, 2009, as compared to the comparable period in 2008. The decrease
is due primarily to significantly lower interest rates on invested balances
during the three months ended March 31, 2009 as compared to 2008.





Provision for Income
Taxes





The provision for income taxes for the
three months ended March 31, 2009 was $1.6 million compared to $0.8 million for
the three months ended March 31, 2008.  The Company's earnings before
income taxes for the three months ended March 31, 2009 are approximately $0.5
million lower than the same period in 2008.  The Company’s effective
tax rate, the income tax provision as a percentage of earnings before provision
for income taxes, was 66.7% and 26.1% for the three months ended March 31, 2009
and March 31, 2008, respectively.  The Company’s effective tax rate
will fluctuate based on the geographic segment the pretax profits are earned
in.  Of the geographic segments in which the Company operates, the
U.S. has the highest tax rates; Europe’s tax rates are generally lower than U.S.
tax rates; and the Far East has the lowest tax rates. The increase in the
effective tax rate during the three months ended March 31, 2009 is attributable
to increased earnings in North America and losses in the Far East with minimal
tax benefit as compared to the three months ended March 31, 2008.





Inflation and Foreign
Currency Exchange





During the past two years, the effect
of inflation on the Company's profitability was not
material.  Historically, fluctuations of the U.S. dollar against other
major currencies have not significantly affected the Company's foreign
operations as most sales have been denominated in U.S. Dollars or currencies
directly or indirectly linked to the U.S. dollar.  Most significant
expenses, including raw materials, labor and manufacturing expenses, are either
incurred in U.S. Dollars or the currencies of the Hong Kong Dollar, the Macao
Pataca or the Chinese Renminbi.  However, the Chinese Renminbi
appreciated in value (approximately 4.8%) during the three months ended March
31, 2009 as compared with the same period of 2008.  Further
appreciation of the Renminbi would result in the Company’s incurring higher
costs for all expenses incurred in the PRC.  The Company's European
entities, whose functional currencies are Euros, Czech Korunas, and U.S.
dollars, enter into transactions which include sales which are denominated
principally in Euros, British Pounds and various other European currencies, and
purchases that are denominated principally in U.S.
dollars.    Settlement of such transactions resulted in net
realized and unrealized currency exchange losses of $0.1 million for the three
months ended March 31, 2009 which were charged to expense.  Exchange
gains recognized during the three months ended March 31, 2008 were minimal.
Translation of subsidiaries’ foreign currency financial statements into U.S.
dollars resulted in translation (losses) gains of ($0.5) million and $0.7
million for the three months ended March 31, 2009 and 2008, respectively, which
are included in accumulated other comprehensive (loss) income.  Any
change in the linkage of the U.S. dollar and the Hong Kong Dollar could have a
material effect on the Company's consolidated financial position or results of
operations.


28





Liquidity and Capital
Resources





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





The Company has an unsecured credit
agreement in the amount of $20 million, which expires on September 10,
2011.  There have not been any borrowings under the credit agreement
and as such, there was no balance outstanding as of March 31,
2009.  At that date, the entire $20 million line of credit was
available to the Company to borrow.  The credit agreement bears
interest at LIBOR plus 0.75% to 1.25% based on certain financial statement
ratios maintained by the Company.





The Company's Hong Kong subsidiary had
an unsecured line of credit of approximately $2 million, which was unused at
March 31, 2009.  The line of credit expired on January 31, 2009 and
was renewed on February 10, 2009. Borrowing on the line of credit was guaranteed
by the U.S. parent.  The line of credit bears interest at a rate
determined by the lender as the financing is extended.





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 2008 Annual Report on Form 10-K.





During May 2007, the Company sold a
parcel of land located in Jersey City, New Jersey for $6.0
million.  In December 2007, the Tidelands Resource Council voted to
approve the Bureau of Tideland’s Management’s recommendation for a Statement of
No Interest.  On March 14, 2008, the Commissioner of the Department of
Environmental Protection signed a letter to approve the Statement of No
Interest.  As final approval of the Statement of No Interest was still
pending as of December 31, 2008, the Company continued to defer the estimated
gain on sale of the land, in the amount of $4.6 million.  Of the $6.0
million sales price, the Company received cash of $1.5 million before closing
costs, and $4.6 million (including interest) was being held in escrow pending
final resolution of the State of New Jersey tideland claim and certain
environmental costs.  During 2007, the Company paid $0.4 million
related to environmental costs, which approximated the maximum amount of
environmental costs for which the Company is liable.  During May 2008,
the title company released $2.3 million of the escrow and as such, $2.3 remained
in escrow and had been classified as restricted cash as of December 31,
2008.  In February 2009, the final approval of the Statement of No
Interest was received from the State of New Jersey.  In March 2009,
the title company released the remaining escrow of $2.3 million and
corresponding guarantees and, during the first quarter of 2009, the Company
recognized the gain associated with the sale of this property in the amount of
$4.6 million.


29





Columbia Strategic Cash
Portfolio (“Columbia Portfolio”):





At March
31, 2009, the Company’s investment securities included privately placed units of
beneficial interests in the Columbia Portfolio, which is an enhanced cash fund
sold as an alternative to money-market funds.  In December 2007, due
to adverse market conditions, the fund was overwhelmed with withdrawal requests
from investors and it was closed with a restriction placed upon the cash
redemption ability of its holders.  At the time the liquidation was
announced, the Company held 25.7 million units of the Columbia Portfolio at a
book value of $25.7 million.





As of
March 31, 2009, the Company has received total cash redemptions to date of $20.3
million (including $1.5 million during the three months ended March 31, 2009) at
a weighted-average net asset value (NAV) of $.9547 per unit.  As of
March 31, 2009, the Company holds 4.4 million units with a book value of $3.6
million and a fair market value of $3.7 million.  The information and
the markets relating to these investments remain dynamic.  There may
be further declines in the value of these investments, in the value of the
collateral held by these entities, and in the liquidity of the Company’s
investments.  To the extent that the Company determines that there is
a further decline in fair value, the Company may recognize impairment charges in
future periods up to the aggregate carrying amount of these
investments.





Toko, Inc.
(“Toko”):





As of
March 31, 2009, the Company owned a total of 1,840,919 shares, or approximately
1.9%, of the outstanding shares, of the common stock of Toko.  Toko
develops, manufactures and sells power supply related components and radio
frequency related components primarily in Japan.  Toko had a market
capitalization of approximately $125.3 million as of March 31,
2009.   These shares are reflected on the Company’s condensed
consolidated balance sheets as marketable securities.  These
marketable securities are considered to be available for sale under SFAS No.
115, “Accounting for Certain Investments in Debt and Equity
Securities”.  At March 31, 2009 and December 31, 2008, this investment
had an adjusted basis of $2.0 million, and a fair market value of $2.4 million
and $2.1 million, respectively.  The unrealized gain of $0.4 million
and $0.1 million at March 31, 2009 and December 31, 2008, respectively, is
included, net of tax, in accumulated other comprehensive income
(loss).





Power-One, Inc.
(“Power-One”):





As of
March 31, 2009, the Company owned a total of 7,338,998 shares of Power-One
common stock representing, to the Company’s knowledge, 8.4% of Power-One’s
outstanding common stock, at a total purchase price of $14.1 million ($1.92 per
share).  Power-One’s common stock is quoted on the NASDAQ Global
Market.  Power-One is a designer and manufacturer of power conversion
and power management products.  At March 31, 2009, this investment had
an adjusted basis of $8.7 million ($1.19 per share) and a fair market value of
$6.4 million ($0.88 per share).  The Company has recorded the related
unrealized loss, net of income tax, of approximately $2.3 million in accumulated
other comprehensive loss in stockholders’ equity.   Subsequent to
March 31, 2009, the Power-One stock price recovered to levels in excess of the
Company’s carrying value of this investment and, as a result, this investment
was not other-than-temporarily impaired as of March 31, 2009.


30





CDARS:





During
2008, the Company invested a total of $4.9 million in certificates of deposit
(CDs) through Stephens, Inc., with whom the Company has an investment banking
relationship.  These investments are part of the Certificate of
Deposit Account Registry Service (CDARS) program whereby the funds are invested
with various banks in order to achieve FDIC insurance on the full invested
amount.  The CDs have an initial maturity of 26-weeks and an early
redemption feature with a 30-day interest penalty.  During December
2008, $2.0 million of the CD’s matured and were temporarily renewed for a period
of 29 days and, accordingly, were considered to be a cash equivalent as of
December 31, 2008, due to the short-term nature of the investment.  As
these CDs were renewed in January 2009 for a period of 13 weeks, they have been
classified as marketable securities in the condensed consolidated balance sheet
at March 31, 2009.





Stock
Repurchases





During 2000, the Board of Directors of
the Company authorized the purchase of up to ten percent of the Company’s
outstanding common shares. As of March 31, 2009, the Company had purchased and
retired 23,600 Class B common shares at a cost of approximately $0.8 million and
had purchased and retired 527,817 Class A common shares at a cost of
approximately $16.8 million.  No shares of Class B common stock were
repurchased during the three months ended March 31, 2009 and 6,070 shares of
Class A common stock were repurchased during the three months ended March 31,
2009 at a cost of $0.1 million.





Cash
Flows





During the three months ended March 31,
2009, the Company's cash and cash equivalents increased by $16.0 million,
reflecting approximately $15.3 million provided by operating activities, $1.5
million from the partial redemption of the Columbia Portfolio and $2.6 million
of proceeds from the sale of property, plant and equipment, offset, in part, by
$0.4 million for the purchase of property, plant and equipment, $0.1 million for
the repurchase of the Company’s common stock, $2.0 million for the purchase of
marketable securities and $0.8 million for payments of dividends.





Cash and cash equivalents, marketable
securities, short-term investments and accounts receivable comprised
approximately 55.2% and 53.0% of the Company's total assets at March 31, 2009
and December 31, 2008, respectively. The Company's current ratio (i.e., the
ratio of current assets to current liabilities) was 8.4 to 1 and 6.5 to 1 at
March 31, 2009 and December 31, 2008, respectively.





During the current worldwide financial
downturn, the Company believes that several of its vendors, particularly those
located in Asia, are seeking to shorten established credit terms or eliminate
credit entirely.





In connection with the closure of the
Company’s Westborough, Massachusetts facility in December 2008, the Company
recorded restructuring charges of $0.4 million during the three months ended
March 31, 2009 related to termination benefit charges and charges associated
with its facility lease obligation.


31





New Financial Accounting
Standards





In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standard (“SFAS”) No. 157, “Fair Value
Measurements”, which enhances existing guidance for measuring assets and
liabilities using fair value.  This Standard provides a single
definition of fair value, together with a framework for measuring it, and
requires additional disclosure about the use of fair value to measure assets and
liabilities.    In February 2008, the FASB issued FASB
Staff Position SFAS 157-1, “Application of SFAS No. 157 to SFAS No. 13 and Its
Related Interpretative Accounting Pronouncements that Address Leasing
Transactions” (“FSP SFAS 157-1”) and FASB Staff Position SFAS 157-2, “Effective
Date of SFAS No. 157” (“FSP SFAS 157-2”). FSP SFAS 157-1 excludes SFAS No.
13 and its related interpretive accounting pronouncements that address leasing
transactions from the requirements of SFAS No. 157, with the exception of fair
value measurements of assets and liabilities recorded as a result of a lease
transaction but measured pursuant to other pronouncements within the scope of
SFAS No. 157. FSP SFAS 157-2 delays the effective date of SFAS No. 157 for
all nonfinancial assets and nonfinancial liabilities, except those that are
recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually). FSP SFAS 157-1 and FSP SFAS 157-2 became effective
for the Company upon adoption of SFAS No. 157 on January 1, 2008. See
Note 4 of Notes to Condensed Consolidated Financial Statements for
disclosures related to the Company’s financial assets accounted for at fair
value on a recurring or nonrecurring basis.  The Company completed its
implementation of SFAS No. 157 effective January 1, 2009 and it did not have a
material impact on its financial statements.





In December 2007, the FASB issued SFAS
No. 141(R), which replaces SFAS No. 141 “Business Combinations”.  This
Statement is intended to improve the relevance, completeness and
representational faithfulness of the information provided in financial reports
about the assets acquired and the liabilities assumed in a business
combination.  This Statement requires an acquirer to recognize the
assets acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree at the acquisition date, measured at their fair values as of that date,
with limited exceptions specified in the Statement.  Under SFAS No.
141(R), acquisition-related costs, including restructuring costs, must be
recognized separately from the acquisition and will generally be expensed as
incurred.  That replaces SFAS No. 141’s cost-allocation process, which
required the cost of an acquisition to be allocated to the individual assets
acquired and liabilities assumed based on their estimated fair
values.  SFAS No. 141(R) shall be applied prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual report period beginning on or after December 15,
2008.  The Company has adopted SFAS No. 141(R) effective January 1,
2009 and it did not have a material impact on its financial
statements.





In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles”.  SFAS No. 162 identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States.  The Company has adopted SFAS No. 162 effective
January 1, 2009 and it did not have a material impact on its financial
statements.


32





Item
3.    Quantitative and Qualitative
Disclosures About Market Risk





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




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





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





The
Company’s investment in Power-One has been subject to market
declines.  As of March 31, 2009, the pre-tax unrealized loss
associated with this investment is $2.3 million.  If the per share
fair market value of the Power-One stock were to decrease by $0.09 per share
(10% of the March 31, 2009 Power-One stock price), this would result in an
additional unrealized loss of $0.6 million.  The Company’s adjusted
basis of this investment at March 31, 2009 is $1.19 per share.  While
the fair market value of the Power-One stock was $0.88 per share at March 31,
2009, the stock price recovered substantially subsequent to quarter-end (to
$1.24 per share as of April 29, 2009).  As a result of these factors,
management believes that the investment in Power-One is not
other-than-temporarily impaired as of March 31, 2009.





The
Company’s investment in the Columbia Portfolio has also been sensitive to market
volatility.  As of March 31, 2009, the Company owned 4.4 million units
in the Columbia Portfolio with a fair market value of $3.7
million.  While the NAV associated with this investment has remained
consistent over the three months ended March 31, 2009, the portfolio manager of
this fund has extended the projected timeline of liquidations for approximately
9% of the original unit balance beyond 2009, noting that no reliable estimate of
the schedule for redemption for that portion of the assets can be provided,
including if it will occur in 2009 or 2010.  Most of the remaining
securities in this category are comprised of securities that are in default,
extremely impaired or have significantly extended weighted-average
lives.  While the NAV at March 31, 2009 was $0.8336 per share, the
Company cannot predict the NAV at which the remaining units will ultimately be
redeemed.  If the NAV were to decline by $0.08 per unit (10% of the
NAV at March 31, 2009), the net impact to the Company’s results of operations
and cash flows would be a decrease of income before provision for income taxes
and cash flows from operating activities of approximately $0.4
million.





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





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


33





Item
4.   Controls and
Procedures





a)
            Disclosure controls
      and procedures.  As of the end of the Company’s most
      recently completed fiscal quarter covered by this report, the Company
      carried out an evaluation, with the participation of the Company’s
      management, including the Company’s Chief Executive Officer and Vice
      President - Finance, of the effectiveness of the Company’s disclosure
      controls and procedures pursuant to Securities Exchange Act Rule
      13a-15.  As part of the quarter-end review, the Company's
      internal accounting personnel identified a questionable entry in the
      Company's stock option exercise records. After questioning by management,
      a Company employee (the "Employee") responsible for certain aspects of the
      Company's benefit plan administration admitted fabricating certain Company
      records for his own benefit in order to enable him to exercise stock
      options that had not been granted to him by the Company's Compensation
      Committee. The Company's management immediately terminated the employment
      of the Employee and reported the matter to the Company's Audit Committee
      and external auditors. The Audit Committee, in turn, directed internal
      accounting personnel to investigate this matter and directed counsel to
      engage a forensic accounting firm to supplement the Company's internal
      review.





The
Company's internal review has focused on the Employee's role in the
administration of the Company's stock option plan, 401(k) plan and
profit-sharing plan. The following determinations have been made:





·
            With
      respect to the stock option plan, the Company has determined that over a
      period of approximately eight years, the Employee exercised options
      covering 28,000 shares of Class B Common Stock on the basis of
      documentation that the Employee fabricated. The fair value of these 28,000
      shares at the times of issuance approximated $0.8 million. Option
      exercises covering an additional 3,500 shares are questionable but have
      not, as yet, been determined to be based on fabricated documentation. The
      Employee has returned 24,000 shares to the Company for cancellation with a
      fair market value on the dates of their return of approximately $0.4
      million.





·
            With
      respect to the Company's 401(k) plan, the Company has determined that over
      the same approximate eight year period, the Employee made paper entries to
      artificially increase the balance in his 401(k) account by a total of
      $44,300. The Employee has not withdrawn any funds in his 401(k) account.
      Accordingly, the Company intends to recoup such $44,300 directly from the
      Employee's 401(k) account.





·
            With
      respect to the Company's profit-sharing plan, the Company has determined
      that the Employee diverted to his account a total of $3,600 credited to
      the account of an employee whose employment had terminated and who
      therefore was about to forfeit his profit-sharing interest. The Employee
      has not withdrawn any funds in his profit-sharing account. The Company
      intends to recoup such $3,600 directly from the Employee's profit-sharing
      account.





The
review by the Company's internal accounting personnel is substantially complete.
The Company's forensic accounting firm is in the process of performing an email
search designed to ascertain whether there is any evidence that the Employee's
actions extended beyond his own personal accounts or whether other employees
were directly involved in such actions. To date, the Company has not discovered
any evidence that suggests that the fraudulent practices identified pursuant to
the internal investigation extended beyond the Employee's personal accounts or
directly involved Company personnel other than the Employee.


34




Based
upon the information discovered to date:





·
            The
      Company does not believe that the Employee's actions have had or will have
      a material effect on the Company's consolidated financial
      statements.





·
            The
      Audit Committee has directed the Company's internal audit staff to assess
      whether existing controls should be enhanced to assure that employees
      engaged in benefit plan administration do not have the ability to allocate
      employment benefits to themselves absent a third party
      approval.





·
            Management
      will recommend to the Company's Compensation Committee that no stock
      options or restricted stock be granted by the Company until such time as
      the Audit Committee determines that enhanced controls have been
      implemented or are not necessary.





·
            The
      Company's Chief Executive Officer and Vice President - Finance have
      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 of 1934 is recorded, processed, summarized and reported
      within the time periods specified in the SEC’s rules and
      forms.





b.)
            Changes in internal
      controls over financial reporting:  There were 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.


35





PART
II.     Other Information





Item
1.         Legal
Proceedings





The
Company is, from time to time, a party to litigation arising in the normal
course of its business, including various claims of patent
infringement.  See the Company’s 2008 Annual Report on Form
10-K.  There were no material developments related to any of the
Company’s lawsuits since the filing of the Company’s 2008 Annual Report on Form
10-K.





Item
2.    Unregistered Sales of Equity Securities and Use of
Proceeds





The
following table sets forth certain information regarding the Company's purchase
of shares of its Class A Common Stock during each calendar month in the quarter
ended March 31, 2009:





Period
                
                Total
                  Numberof
                  Shares
                  Purchased
                
                
                Average
                  PricePaid
                  perShare
                
                
                TotalNumberof
                  SharesPurchasedas
                  PartofPublicly
                  AnnouncedPlansor
                  Programs
                
                
                MaximumNumber
                  ofSharesthat
                  MayYetBe
                  PurchasedUnder
                  thePlanJanuary
      1 - January 31, 2009
                
                
                4,448
                
                
                $
                15.26
                
                
                
                4,448
                
                
                
                604,273February
      1 - February 29, 2009
                
                
                1,622
                
                
                
                14.83
                
                
                
                1,622
                
                
                
                602,651March
      1 - March 31, 2009
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                602,651Total
                
                
                6,070
                
                
                $
                15.14
                
                
                
                6,070
                
                
                
                602,651





As of
March 31, 2009, the Company had cumulatively purchased and retired 527,817
shares of the Company’s Class A Common Stock and 23,600 shares of the Company’s
Class B Common Stock.  No shares of Class B common stock were
repurchased during the three months ended March 31, 2009.


36





Item
6.  Exhibits


(a)
Exhibits:





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





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





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




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


37





SIGNATURES





Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.





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





Dated:
May 11, 2009


38





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.


39