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                                                                  EXHIBIT 10.42





                  SUPPLEMENT NO. 1 TO NOTE PLEDGE AGREEMENT

                     THIS AGREEMENT SUPPLEMENTS THE NOTE
                 PLEDGE AGREEMENT BETWEEN THE PARTIES HERETO
                        DATED AS OF FEBRUARY 26, 1993.

                  SUPPLEMENT NO. 1 TO NOTE PLEDGE AGREEMENT

        Supplement No. 1 (this "Supplement"), dated as of December 18, 1996, to
the Note Pledge and Assignment Agreement dated as of February 26, 1993 (the
"Note Pledge Agreement") made by BERG ELECTRONICS GROUP, INC. (f/k/a Berg
Electronics Inc.), a Delaware corporation (the "Borrower"), in favor of THE
CHASE MANHATTAN BANK, a New York banking corporation (as successor by merger to
Chemical Bank), as agent (in such capacity, the "Agent") for the banks and
other financial institutions (the "Lenders") parties to the Credit Agreement,
dated as of February 29, 1996 (as amended, supplemented or otherwise modified
from time to time, the "Credit Agreement"), among the Borrower, Berg
Electronics Corp., the Lenders and the Agent.


                                 WITNESSETH:

        WHEREAS, the Borrower and the Agent are parties to the Note Pledge
Agreement pursuant to which the Borrower has assigned, transferred and pledged
all the Subsidiary Notes and the Subsidiary Security Agreements (both as
defined in the Note Pledge Agreement) to the Agent for the benefit of the
Lenders;

        WHEREAS, the Borrower is the legal and beneficial owner of a Subsidiary
Note made by Berg Connectors Sweden AB, a Swedish corporation, listed on
Schedule I hereto: and

        WHEREAS, it is a condition precedent to the effectiveness of the First
Amendment to the Credit Agreement that the Borrower shall have executed and
delivered this Supplement to the Agent;

        NOW THEREFORE, the parties hereto hereby agree as follows:

        1.      Definitions.  Unless otherwise defined herein, capitalized
terms used herein shall have the meanings ascribed to them in the Note Pledge
Agreement and the Credit Agreement.

        2.      Supplement to Note Pledge Agreement.  From and after the date
hereof, the Note Pledge Agreement is hereby supplemented by adding the
Subsidiary Note listed on Schedule I hereto to the Pledged Notes listed on
Schedule I to the Note Pledge Agreement and to the definition of Pledged Notes
in the Note Pledge Agreement.

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                                                                               2




        3.      Pledge, Grant of Security Interest.  The Borrower hereby
delivers to the Agent, for the ratable benefit of the Lenders, all the
Subsidiary Notes listed on Schedule I hereto and hereby grants to the Agent,
for the ratable benefit of the Lenders, a first lien on and security interest
in such Subsidiary Notes, as collateral security for the prompt and complete
payment and performance when due (whether at the stated maturity, by
acceleration or otherwise) of the Obligations.  Such grant shall be governed by
the terms and conditions of the Note Pledge Agreement.

        4.      Representations and Warranties.  The representations and
warranties contained in Section 5 of the Note Agreement are made by the
Borrower, after giving effect to this Supplement, as of the date hereof and as
of each other date hereafter contemplated by such Section 5.

        5.      Limited Effect.  Except as expressly modified hereby, the Note
Pledge Agreement remains in full force and effect.

        6.      GOVERNING LAW.  THIS SUPPLEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
NEW YORK.

        7.      Counterparts.  This Supplement may be executed by the parties
hereto on any number of separate counterparts and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.


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                                                                          3


        IN WITNESS WHEREOF, the undersigned has caused this Supplement to be
duly executed and delivered by its properly and duly authorized officer as of
the day and year first written above.



                                        BERG ELECTRONICS GROUP, INC.

                                        By: /s/ JOSEPH S. CATANZARO
                                           ---------------------------
                                           Name: Joseph S. Catanzaro
                                           Title: Vice President
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                          ACKNOWLEDGEMENT AND CONSENT

        The maker of the Subsidiary Note referred to in the foregoing
Supplement hereby acknowledges receipt of a copy thereof, agrees to the
assignment to the Agent of its Subsidiary Note and hereby represents and
warrants to the extent set forth therein that its Subsidiary Note is a valid
and binding obligation enforceable against it in accordance with its terms.



                                        BERG CONNECTORS SWEDEN AB


                                        By: /s/ JOSEPH S. CATANZARO
                                           --------------------------
                                           Name: Joseph S. Catanzaro
                                           Title: Vice President


                                        Address for Notices:
                                        101 South Hanley Road
                                        St. Louis, Missouri 63105
                                        Telecopy: (314) 746-2240
                                        Attention: Joseph S. Catanzaro
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                                                        SCHEDULE I



                          DESCRIPTION OF PLEDGED NOTES

<TABLE>
<CAPTION>
Note Holder                     Note Issuer             Amount of Note
-----------                     -----------             --------------
<S>                             <C>                     <C>
Berg                            Berg Connectors
Electronics Group, Inc.         Sweden AB               $17,512,623.68
</TABLE>