================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                  FORM 10-K/A1

                    Amending Part III to Include Information

            [X] Annual Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934
                   For the Fiscal Year Ended December 31, 1997

               Transition Report Pursuant to Section 13 or 15(d) of the
               Securities Exchange Act of 1934 (No Fee Required) For the
               transition period from ______________ to ________________

                         Commission File Number 0-11676

                                   ----------

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


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


               198 Van Vorst Street, Jersey City, New Jersey 07302
                                 (201) 432-0463
               ---------------------------------------------------
               (Address and telephone number, including area code,
                   of registrant's principal executive office)


Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:
  Common Stock, $.10 par value

     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                             Yes    X               No
                                 ------                ------

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

     Aggregate market value of voting stock held by non-affiliates as of March
16, 1998 was approximately $95,443,000 (based upon the closing sales price of
those shares reported on the National Association of Securities Dealers
Automated Quotation System for that day).

     Number of shares of Common Stock outstanding as of March 16, 1998:
                                   5,139,670
                                   ---------

Documents incorporated by reference:

     None

================================================================================


<PAGE>


                                    PART III

Item 10.  Directors of the Registrant; Compliance with Section 16(a) of
          the Exchange Act
          -------------------------------------------------------------

     The following table and biographical outlines set forth the directors of
the Company and a brief account of the business experience of each such director
for the past five years. Daniel Bernstein, Peter Gilbert and John Johnson are
nominees for directors at Bel Fuse's 1998 annual meeting. If elected, their
terms will expire in 2001. Howard Bernstein's and John Tweedy's terms expire in
2000 and Elliot Bernstein's and Robert Simandl's terms expire in 1999.

                             Director
Name                  Age      Since       Business Experience
----                  ---    --------      -------------------

Elliot Bernstein      74       1949        Chairman of the Board (June 1992
                                             to Present) and Chief Executive
                                             Officer of the Company; President
                                             of the Company (prior years to
                                             June 1992)

Daniel Bernstein      44       1986        President (June 1992 to Present)
                                             of the Company; Vice President
                                             and Treasurer of the Company
                                             (prior years to June 1992);
                                             Managing Director of the
                                             Company's Macau subsidiary (1991
                                             to Present)

Howard B. Bernstein   72       1954       Retired

John F. Tweedy        52       1996       Director of Corporate Communica-
                                            tions of Standard Microsystems
                                            Corp. (supplier of computer LAN
                                            systems) (July 1995 to Present);
                                            Independent consultant (November
                                            1994 to July 1995); President
                                            and Chief Executive Officer of
                                            NetVision Corp. (developer of
                                            computer networking products)
                                            (November 1993 to October 1994);
                                            Independent Consultant (June
                                            1993 to November 1993);
                                            Corporate Vice President,
                                            Systems Engineering of Standard
                                            Microsystems Corp. (1988 to June
                                            1993)

Robert H. Simandl     69       1967       Secretary of the Company;
                                            Practicing Attorney; Member of
                                            the law firm of Simandl & Gerr
                                            (January 1992 to January 1995);
                                            member of the law firm of
                                            Robert Simandl, Counselor of
                                            Law (prior years).


<PAGE>


Item 10.  Directors of the Registrant; Compliance with Section 16(a) of
          the Exchange Act (Continued)
          -------------------------------------------------------------
                             Director
Name                  Age     Since       Business Experience
----                  ---    --------     -------------------
Peter Gilbert         50       1987       President and Chief Executive
                                            Officer of The Gilbert Manu-
                                            facturing Company, a division
                                            of Larsdale, Inc., Boston,
                                            Massachusetts (manufacturer
                                            of electrical components).

John S. Johnson       68       1996       Independent consultant (April
                                            1993 to Present) for various
                                            companies, including the Company
                                            (during 1995); Corporate Con-
                                            troller of AVX Corporation (manu-
                                            facturer of electronic com-
                                            ponents) (1978 to March 1993)

Messrs. Elliot and Howard Bernstein are brothers. Daniel Bernstein is Elliot
Bernstein's son and Howard Bernstein's nephew.

Compliance with Section 16(a) of the Securities Exchange Act of 1934
--------------------------------------------------------------------
     To the Company's knowledge, based solely on a review of such materials as
are required by the Securities and Exchange Commission, no officer, director or
beneficial holder of more than ten (10%) percent of the Company's issued and
outstanding shares of Common Stock failed to timely file with the Securities and
Exchange Commission any form or report, required to be filed pursuant to Section
16(a) of the Securities Exchange Act of 1934 during the year ended December 31,
1997.

Item 11.  Executive Compensation
          ----------------------
     The following table sets forth, for the fiscal years ended December 31,
1995, 1996 and 1997, the annual and long-term compensation of the Company's
Chief Executive Officer and the four other most highly compensated executive
officers of Bel during 1997 (the "Named Officers"):

                                   SUMMARY COMPENSATION TABLE
                                   --------------------------
<TABLE>
<CAPTION>

                                                                             
                                                                            Long-Term
                                                                       Compensation Awards
                                         Annual Compensation           ---------------------
     Name and                       -----------------------------      Securities Underlying
Principal Position         Year      Salary      Bonus      Other         Options/SARs (#)       Compensation
------------------         ----     --------    -------    --------    ----------------------    ------------
                                                             (A)                                      (B)
<S>                        <C>      <C>         <C>        <C>                <C>                  <C>    
Elliot Bernstein           1997     $350,000    $   --     $    --               --                $23,756
Chairman and Chief         1996      350,000        --          --               --                 30,756
Executive Officer          1995      350,000        --          --               --                 32,621

Daniel Bernstein           1997      173,807     75,000         --               --                 11,849
President                  1996      148,704     75,000         --               --                  8,850
                           1995      138,800     10,769         --               --                  8,873

Arnold Sutta               1997      122,317      9,420         --               --                  4,397
Vice President             1996      121,895      9,420         --            10,000                 4,328
                           1995      116,099      8,971         --               --                  4,118

Colin Dunn                 1997      142,074      20,769        --               --                  5,525
Vice President             1996      134,204      20,269        --               --                  5,023
And Treasurer              1995      117,776       9,152        --               --                  4,193

Joseph Meccariello         1997      132,290      31,200    100,906           10,000                 6,611
Vice President             1996      119,615      20,004     97,957              --                  8,374
                           1995      104,410       7,012     97,025              --                  7,312
</TABLE>


<PAGE>

Item 11.  Executive Compensation (Continued)
--------------------------------------------
---------------
        (A) During the periods presented above, no Named Officer received
        perquisites (i.e. personal benefits) in excess of 10% of such
        individual's reported salary and bonus, except that Mr. Meccariello
        received housing allowances of $100,906, $97,957 and $97,025 during
        1997, 1996 and 1995, respectively.

        (B) Compensation reported under this column for 1997 includes: (i)
        contributions of $17,500 for Elliot Bernstein and $6,611 for Joseph
        Meccariello to the Company's Far East Retirement Plan and contributions
        of $7,849, $4,397 and $5,525, respectively, for Daniel Bernstein, Arnold
        Sutta and Colin Dunn, respectively, to the Company's 401(k) Plan, to
        match 1997 pre-tax elective deferral contributions (included under
        "Salary") made by each Named Officer to such Plans, such contributions
        being made in shares of the Company's Common Stock, (ii) $4,000 paid to
        each of Elliot Bernstein and Daniel Bernstein as directors' fees, and
        (iii) $2,256 paid by the Company as a premium for term life insurance
        for Elliot Bernstein.

EMPLOYMENT AGREEMENT

     The Company and Mr Elliot Bernstein have entered into an employment
agreement, dated October 29, 1997. Pursuant to his employment agreement, Mr.
Bernstein will continue to serve as Chairman of the Board of Bel for on-going
three year terms, at a base salary of $350,000 per year. Mr. Bernstein will also
be entitled to receive those benefits which he is currently receiving, including
health care and insurance benefits. The employment agreement provides that if
Mr. Bernstein is disabled and cannot perform his duties under the agreement or
if he dies, the Company will continue to pay to Mr. Bernstein or his estate his
base salary for the balance of term in effect at the time of such termination.
The employment also contains non-competition provisions which extend during the
term of the agreement and for a period of one year following termination of
employment.

STOCK OPTION GRANTS

     The Company maintains a Stock Option Plan (the "Plan") for employees. The
options granted under the Plan generally have terms of five years and terminate
at or within a specified period of time after the optionee's employment with the
Company ends. Options are exercisable in installments determined at the date of
grant. The following table contains information regarding the grant of stock
options under the Plan to Joseph Meccariello, the only Named Officer who
received a stock option grant during the year ended December 31, 1997:

                                OPTION/SAR GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>

                                             Individual Grants                           Potential Realizable
                      --------------------------------------------------------------       Value at Assumed
                       Number of      Percent of Total                                   Annual Rates of Stock
                       Securities      Options/SARs                                       Price Appreciation
                       Underlying       Granted to        Exercise or                     For Option Term (A)
                      Options/SARs       Employees        Base Price      Expiration    ----------------------
Name                   Granted (#)        in 1997           ($/sh.)          Date         5% ($)       10% ($)
----                  ------------      -----------       ----------       --------       ------      --------
<S>                      <C>               <C>              <C>            <C>           <C>           <C>    
Joseph Meccariello       10,000            9.5%             $13.25         3/7/2002      $36,607       $80,893

</TABLE>


<PAGE>


Item 11.  Executive Compensation (Continued)
          ----------------------------------

---------------
(A)  Amounts represent hypothetical gains that could be achieved if the
     listed options were exercised at the end of the option term. These gains
     are based on assumed rates of stock price appreciation of 5% and 10%,
     compounded annually from the date the options were granted to their
     expiration date, based upon the fair market value of the Common Stock as
     of the date the options were granted. Actual gains, if any, on stock
     option exercises and Common Stock holdings are dependent upon the future
     performance of the Company and overall financial market conditions.
     There can be no assurance that amounts reflected in this table will be
     achieved.

OPTION EXERCISES AND HOLDINGS

     The following table sets forth information regarding stock option exercises
by the Named Oficers during the year ended December 31, 1997, including the
aggregate value of gains on the date of exercise. In addition, the following
table provides data regarding the number of shares covered by both exercisable
and non-exercisable stock options at December 31, 1997. Also reported are the
values for "in-the-money" options, which represent the positive spread between
the exercise price of existing options and $19.125, the closing sale price of
the Company's Common Stock on December 31, 1997.


               AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                      AND FISCAL YEAR-END OPTION/SAR VALUES

<TABLE>
<CAPTION>

                                        Value
                                      Realized
                                    (Market Price       Number of Securities                  Value of
                                     on Exercise       Underlying Unexercised          Unexercised In-The-Money
                       Common Shares  Date Less     Options/SARs at Year End (#)     Options/SARs at Year-End (#)
                       Acquired on    Exercise      -----------------------------     ----------------------------
Name                   Exercise (#)   Price)($)     Exercisable     Unexercisable     Exercisable   Unexercisable
----                   ------------   ---------     -----------     -------------     -----------   -------------
<S>                        <C>          <C>           <C>              <C>              <C>            <C>   
Elliot Bernstein            --            --          15,000            5,000           171,375        57,125
Daniel Bernstein            --            --          15,000            5,000           171,375        57,125
Arnold Sutta               2,500        10,000          --              7,500              --          38,437
Colin Dunn                 3,750        37,500         3,750            3,750            45,469        45,469
Joseph Meccariello         2,500        25,391          --             11,250              --          74,531

</TABLE>

Compensation Committee Interlocks and Insider Participation
-----------------------------------------------------------
     Robert H. Simandl served as a member of the Compensation Committee of the
Company's Board of Directors during 1997. Mr. Simandl has served as the
Company's Secretary for more than the past five years.

     Mr. Simandl and his predecessor firms have served as general counsel to the
Company for more than five years. Fees received by Mr. Simandl's firm from the
Company during 1997 were not material. The Company will retain Mr. Simandl in
1998.

     Daniel Bernstein served as a member of the Compensation Committee of the
Company's Board of Directors during 1997, although he did not participate with
respect to determinations regarding his own compensation. Daniel Bernstein has
been President of the Company since 1992, served the Company in other capacities
in prior years, and has been a director of the Company since 1986.


<PAGE>

Item 11.  Executive Compensation (Continued)
--------------------------------------------

COMPENSATION OF DIRECTORS

     In 1997, directors of the Company received an annual retainer of $6,000,
$750 for each Board meeting they attended and $500 for each committee meeting
which they attended. Directors who are executive officers of the Company will
not receive directors' fees otherwise payable to Company's foreign subsidiaries.

     John S. Johnson, a director of the Company, provides consulting services to
the Company from time to time. In 1997, fees received by Mr. Johnson for such
services were not material.

Item 12.  Security Ownership of Certain Beneficial Owners and Management
          --------------------------------------------------------------
     The following table sets forth certain information known to the Company as
of the date of this statement, with respect to beneficial ownership of: (i) each
person who is known by the Company to be the beneficial owner of more than five
(5%) percent of the Company's outstanding Common Stock; (ii) each of the
Company's directors and named executive officers; and (iii) all executive
officers and directors as a group. Except as otherwise indicated, the Company
believes that the beneficial owners of the Common Stock listed below, based on
information furnished by such owners, have sole investment and voting power with
respect to such shares, subject to community property laws, where applicable.

                                      Amount and
                                       Nature of
 Name and                              Beneficial
Address of                             Ownership                Percent
Beneficial                               as of                 of Shares
  Owner                              April 1, 1998           Outstanding(A)
----------                           -------------           --------------
Elliot Bernstein (B)                 494,351 (C)                  9.6%
                                  
Daniel Bernstein                     245,058 (D)                  4.8
                                  
Howard B. Bernstein (B)              282,800 (E)                  5.5
                                  
John Tweedy                              500                       *
                                  
Robert Simandl                         3,170 (F)                   *
                                  
Peter Gilbert                          1,000                       *
                                  
John Johnson                           3,800 (G)                   *
                                  
Arnold Sutta                           8,107 (H)                   *
                                  
Colin Dunn                             2,271 (I)                   *
                                  
Joseph Meccariello                     4,167 (J)                   *
                                  
Dimensional Fund Advisors Inc.       388,100 (K)                  7.6
1299 Ocean Ave., 11th Floor       
Santa Monica, CA 90401            
                                  
Denver Investment Advisors           270,600                      5.3
 L.L.C.                           
1225 17th Street, 26th Floor      
Denver, CO  80202                 
                                  
All Directors and Executive        1,050,516 (L)                 20.3
 Officers as a group (con-        
 sisting of 11 persons)           
                               

-------------

(A)  There were 5,139,670 shares of Common Stock outstanding as of April 1,
     1998.


<PAGE>


Item 12.  Security Ownership of Certain Beneficial Owners and Management
          (Continued)
          --------------------------------------------------------------

(B)  The addresses of each of these persons is c/o Bel Fuse Inc., 198 Van Vorst
     Street, Jersey City, NJ 07302

(C)  Includes 15,000 shares which may be acquired by Elliot Bernstein on or
     before May 30, 1998 upon the exercise of stock options, 26,800 shares held
     of record by Elliot Bernstein's wife, 32,600 shares owned by a
     not-for-profit foundation of which Mr. Bernstein is President and Trustee
     and 200,000 shares owned by a family partnership of which Mr. Bernstein is
     the general partner. Also includes an aggregate of 4,631 shares allocated
     to Elliot Bernstein in the Company's Far East Retirement Plan over which he
     has voting but no investment power.

(D)  Includes 15,000 shares which may be acquired by Daniel Bernstein on or
     before May 30, 1998 upon the exercise of stock options and 25,000 shares
     held by Daniel Bernstein as trustee for his children. Also includes 3,059
     shares allocated to Daniel Bernstein in the Company's 401(k) Plan over
     which he has voting but no investment power.

(E)  Includes 500 shares held of record by Howard Bernstein's wife. Mr.
     Bernstein disclaims beneficial ownership of these shares.

(F)  Includes 2,400 shares held of record by Mr. Simandl's wife.

(G)  Includes 300 shares held by Mr. Johnson as custodian for his grandchildren.

(H)  Includes 2,794 shares allocated to Mr. Sutta in the Company's 401(K) Plan
     over which he has voting but no investment power and 2,500 shares which may
     be acquired by Mr. Sutta on or before May 30, 1998 upon the exercise of
     stock options.

(I)  Includes 2,271 shares allocated to Mr. Dunn in the Company's 401(K) Plan
     over which he has voting but no investment power.

(J)  Includes 3,750 shares which may be acquired by Mr. Meccariello on or before
     May 30, 1998 upon the exercise of stock options and 417 shares allocated to
     Mr. Meccariello in the Company's Far East Retirement Plan over which he has
     voting but no investment power.

(K)  Dimensional has provided the following information in its filings with the
     Securities and Exchange Commission:

     All of these shares were owned by advisory clients of Dimensional, no one
     of which, to the knowledge of Dimensional, owned more than 5% of Bel's
     outstanding common stock. Dimensional disclaims beneficial ownership of all
     such shares.

(L)  Includes 36,250 shares which may be acquired on or before May 30, 1998 upon
     the exercise of stock options and 15,714 shares allocated the Company's
     401(K) Plan and Far East Retirement Plan over which they have voting but no
     investment power.

*    Shares constitute less than one percent of the shares of Common Stock
outstanding.

Item 13.  Certain Relationships and Related Transactions
          ----------------------------------------------
          None.


<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, this amendment to the Company's Report on Form 10-K has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.


                                               BEL FUSE, INC.

                                               BY: /s/ DANIEL BERNSTEIN
                                                   ---------------------------
                                                   Daniel Bernstein, President

Dated: April 28, 1998

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

         Signature                    Title                         Date
         ---------                    -----                         ----

/s/ ELLIOT BERNSTEIN           Chairman of the Board
-------------------------      and Director (Principal          April 28, 1998
Elliot Bernstein               Executive Officer)


/s/ DANIEL BERNSTEIN           President, (Principal
-------------------------      Financial and Accounting         April 28, 1998
Daniel Bernstein               Officer) and Director


/s/ HOWARD B. BERNSTEIN        Director                         April 28, 1998
-------------------------
Howard B. Bernstein


/s/ ROBERT H. SIMANDL          Director                         April 28, 1998
-------------------------
Robert H. Simandl


/s/ PETER GILBERT              Director                         April 28, 1998
-------------------------
Peter Gilbert


/s/ JOHN TWEEDY                Director                         April 28, 1998
-------------------------
John Tweedy


/s/ JOHN JOHNSON               Director                         April 28, 1998
-------------------------
John Johnson