<PAGE>

                  UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, D. C. 20549
                                     FORM 10-K


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

     FOR THE FISCAL YEAR ENDED JUNE 30, 1998

                                         OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EX-CHANGE ACT OF 1934 [NO FEE REQUIRED]

     For the transition period from __________________ to ____________________

Commission file number 0-9010

                                ROBINSON NUGENT, INC.                
                                ---------------------
               (Exact name of registrant as specified in its charter)
                                          
           Indiana                                            35-0957603
           -------                                            ----------
(State or other jurisdiction of                            (I.R.S. Employer
 organization or incorporation)                         Identification Number)

800 East Eighth Street, New Albany, Indiana                   47151-1208
-------------------------------------------                   ----------
 (Address of principal executive offices)                     (Zip code)

Registrant's telephone number, including area code:  (812) 945-0211

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

Securities registered pursuant to Section 12(g) of the Act:

       Common Shares,               Common Share
     Without Par Value             Purchase Rights

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

     The aggregate market value of Common Shares held by nonaffiliates of the 
registrant, based on the closing price of the Common Shares as of September 
15, 1998, was approximately $19,000,000.

     As of September 15, 1998, the registrant had outstanding 4,891,765 
Common Shares, without par value.

                                       1

<PAGE>


                        DOCUMENTS INCORPORATED BY REFERENCE:


                                                 PARTS OF FORM 10-K INTO WHICH
          IDENTITY OF DOCUMENT                     DOCUMENT IS INCORPORATED   

1998 Annual Report to Shareholders                      Parts I and II

Definitive Proxy Statement with respect to             Parts II and III
the 1998 Annual Meeting of Shareholders 

     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. [  ]

                                       2

<PAGE>


                                       PART I

ITEM 1.   BUSINESS

GENERAL

     Robinson Nugent, Inc. (the "Company"), an Indiana corporation organized 
in 1955, designs, manufactures and markets electronic devices used to 
interconnect components of electronic systems.  The Company's principal 
products are integrated circuit sockets; connectors used in board-to-board, 
wire-to-board, and wire-to-wire applications; and custom molded-on cable 
assemblies.  The Company also offers application tooling that is used in 
applying wire and cable to its connectors.

     The Company's products are used in electronic telecommunication 
equipment including switching and networking equipment such as servers and 
routers, modems and PBX stations; data processing equipment such as mainframe 
computers, personal computers, workstations, CAD systems and peripheral 
equipment such as printers, disk drives, plotters and point-of-sale 
terminals; industrial controls and electronic instruments, both medical and 
industrial; consumer products; automotive electronics; and in a variety of 
other applications.

     Major markets are the United States, Europe, Japan, and the Southeast 
Asian countries including Singapore and Malaysia.  Manufacturing facilities 
are located in New Albany, Indiana; Dallas, Texas; Kings Mountain, North 
Carolina; Fremont, California; Reynosa, Mexico; Delemont, Switzerland; Sungai 
Petani, Malaysia; Inchinnan, Scotland; and Hamont-Achel, Belgium.

     Corporate headquarters are located in New Albany, Indiana, which also is 
the site for the Company's corporate engineering, research and development, 
preproduction and testing of new products.  International headquarters are 
located in s-Hertogenbosch, Netherlands; Singapore; and Tokyo, Japan.

RECENT DEVELOPMENTS

     In fiscal 1998, management approved plans to move the Company's cable 
assembly facility in Kings Mountain, North Carolina to Reynosa, Mexico; 
reorganize the sales, management and manufacturing organizations in Europe 
and North America; and discontinue several product lines.  These actions 
resulted in restructuring charges of approximately $3.1 million, which were 
recorded in 1998. These costs include a liability related to the existing 
lease on the Kings Mountain facility, which expires in July 2012, and 
severance costs related to the plant closure.  Most of the cost to relocate 
these operations to Reynosa will be expensed in fiscal 1999.  The Company 
began manufacturing cable assemblies in the new, leased facility in Reynosa 
in September 1998.  The move of the Company's cable assembly operations to 
Reynosa, and the closure of the Kings Mountain operations are expected to 
reduce future manufacturing costs.  

     In addition to the restructuring costs related to the move of cable 
assembly operations in 1998, management also approved and implemented plans 
related to the reorganization of the European sales and manufacturing 


                                       3

<PAGE>


organizations, as well as the connector manufacturing operations in North 
America.  The sales office facilities in France, Italy and Spain have been 
closed, and the European customer service operation has been consolidated 
into the Company's European headquarters, located in the Netherlands.  The 
restructuring of the European and North American connector operations have 
resulted in workforce reductions, including factory and management personnel, 
of approximately 15%.

PRODUCTS

     The Company produces a broad range of sockets that accommodate a variety 
of integrated circuit package styles.  Sockets are offered for dual-in-line 
package (DIP) and pin grid array (PGA) devices, as well as plastic leaded and 
leadless chip carriers (PLCC). 

     Sockets are used in a wide variety of applications within electronic 
equipment, but are primarily used to interface integrated circuits, such as 
microprocessors and memory devices, to an electronic printed circuit board 
(PCB).  In many applications, semiconductor devices have been subject to 
replacement, which encouraged the use of a socket rather than soldering the 
device directly to the printed circuit board.  But, due to the improved 
reliability of semiconductor technology, more and more semiconductor chips 
are being soldered directly to PCB's.  This trend will continue to reduce the 
worldwide demand for sockets.  

     Dual in-line memory module (DIMM) sockets were introduced in fiscal 1992 
and were designed to interconnect dual in-line memory modules with electronic 
printed circuit boards.  During 1996, the industry acceptance of this 
technology resulted in a migration of DIMM products from being customer 
specific design components, to become a standardized component.  The enlarged 
worldwide market volume has resulted in increased competition and rapid price 
erosion.  The Company introduced a lower cost version of this DIMM product 
line in an attempt to be more competitive at the lower market prices.  During 
1998, the Company decided to phase out certain models of the low-cost version 
of this product line because increased offshore competition had resulted in 
unacceptable profit margins.  

     In addition to DIMM sockets, the Company offers several other products 
that interconnect memory devices to electronic printed circuit boards.  These 
include small outline dual in-line memory module sockets (SO-DIMM) and PCMCIA 
memory card headers, sockets and type III PC card kits.

     The Company provides a broad range of electronic connectors, such as 
insulation displacement flat cable connectors (IDC), used in cable-to-cable 
and cable-to-board applications.  The use of insulation displacement 
connectors in electronic hardware increases productivity by eliminating the 
labor involved in stripping insulation from wires prior to attachment to the 
leads.  This technology permits the automated manufacturing of cable 
assemblies.  The range of connectors also includes several product styles 
that provide for board-to-board or board-stacking (parallel-mounting) 
applications.

     The Company offers several product families in the two-piece style of
connectors.  These connectors are used to connect printed circuit boards which
are positioned either at right angles, in-line, or parallel stacked at close


                                       4

<PAGE>


intervals.  The products offered include .025 inch square post connectors and 
receptacle sockets; DIN series connectors; high-density, high-pin-count 
connectors (HDC); half-pitch, high-density (RN PAK-50-Registered Trademark-) 
connectors; and a higher pin count 2-millimeter-spaced connector 
(METPAK-Registered Trademark-2) used in backplane applications. In addition, 
a line of high density .8mm (RN PAK 8-TM-) and .5mm (RN PAK 5-TM-) board 
stacking interconnects are offered by the Company to address the growing 
demand for miniaturized connectors in the portable computer and communication 
equipment markets.

     The DIN series of connectors has many variations in connecting 
configurations and pin count.  The product is based on a European standard, 
but has gained wide acceptance in the U.S. and other markets worldwide.  
While there are a large number of producers of DIN connectors in Europe, the 
Company is one of a limited number of manufacturers producing the product in 
the U.S.

     The high-pin-count, high-density connector (HDC) includes pin counts 
ranging from 60 to 492 in a three- and four-row configuration.  This 
connector family, along with DIN connectors, is widely used on backplane 
applications and frequently requires the terminals to be press-fit to the 
backplane.  This is accomplished by forming a compliant section in the tails 
of the connector contacts that, when pressed into a plated through-hole on a 
backplane, forms a reliable gas-tight connection.  The Company has become 
recognized as a leader in press-fit backplane connectors and has focused 
marketing efforts in promoting its products for this type of application.

     The Company's half-pitch (PAK-50) connector family has been accepted as 
one of the industry's most reliable .050 inch spaced connectors.  The contact 
design and compact shape has gained wide acceptance in applications, such as 
small form factor computers that require connectors that are highly reliable 
yet consume little space.

     The METPAK-Registered Trademark-2 series of connectors includes four and 
five row versions of both standard and inverse configurations.  The 
METPAK-Registered Trademark-2 is an industry standard connector style used in 
board-to-board and board-to-back plane applications and over time will 
displace some of the more mature product types such as the DIN series and HDC 
connectors. This product line has wide acceptance in new designs, primarily 
in the computer workstation, communication and networking markets.  The 
inverse METPAK-Registered Trademark-2 is a Company patented design which has 
gained acceptance in mid-range computer, networking and communications 
equipment.  

PAK-5-TM- and PAK-8-TM- represent the newest high density, surface mount, 
fine pitch board-to-board interconnect systems offered by the Company.  As 
electronic systems continue to downsize and the need for higher pin counts 
continues to increase, electronic interconnect manufacturers are forced to 
shrink connector geometry.  The PAK-5-TM- series is available with a 
"floating" contact, accommodating potential torsional and positional 
discrepancies incurred with tolerance build up when stacking connectors.  The 
PAK-8-TM- series utilizes a hermaphroditic two-point contact construction 
that maximizes contact wiping action, minimizes contact resistance and 
insures a highly reliable contact interface.  This connector series is 
available in sizes ranging from 16 position to 100 position product and in 
stacking heights ranging from 3mm to 11.5mm. These interconnects offer system 
designers the board-to-board


                                       5

<PAGE>


stacking solutions required for today's miniaturized electronic system 
designs.

     Technology continues to move the industry to an ever-increasing number 
of circuits per socket or connector to meet the increasing complexity, 
capacity and processing speed of electronic and semiconductor devices.  This 
trend has caused increased demand for all types of high-density connector 
products.  The Company is focusing its new product development in socket and 
connector products that meet these technology trends.

     Customers expect connector manufacturers to provide special tools 
required to utilize sockets and connectors.  The Company offers a line of 
insertion and extraction tools in support of the socket, IDC, input/output 
(I/O), and two-piece connector lines.

     Cablelink, Incorporated, a wholly-owned subsidiary of the Company, 
produces cable assemblies of various types including IDC, fabricated and 
molded-on cable assemblies.  Cablelink utilizes Robinson Nugent connectors 
whenever possible, but also provides cable assemblies with other 
manufacturers' connectors if the customer is specific regarding its 
requirements.

     In addition to standard products, the Company provides engineering 
assistance, product design, and manufacturing of custom and derivative 
products. These products may require special production tooling that, in some 
cases, is paid for by the customer, shared, or amortized over future orders, 
depending upon contractual agreements reached with the customer.  In some 
cases, the customer supplies the Company with a complete product design, but 
more often the design is produced solely by Company engineers.  Current 
trends in the market indicate a growing demand for custom and derivative 
products.  There is also an increased demand for the Company's engineers to 
be involved in the early development of the customer's product design.

RESEARCH, DEVELOPMENT AND ENGINEERING

     The Company's worldwide engineering efforts are directed toward the 
development of new products to meet customer needs, the improvement of 
manufacturing processes and the adaptation of new materials to all products. 
New products include new creations as well as the design of derivative 
products to meet both the needs of the general market and customer 
proprietary custom designs.  Engineering development covers new or improved 
manufacturing processes, assembly and inspection equipment, and the 
adaptation of new plastics and metals to all products.  In recent years, the 
Company's products have become more sophisticated and complex in response to 
developments in semiconductors and their applications.  The Company has the 
engineering capability to analyze customer designed, high-speed applications 
and to design connectors that reduce electrical interference that can result 
from very high processing speeds of newer and more powerful microprocessors. 

     The Company's expenditures for research, development and engineering 
were approximately $4.0 million in 1998, $3.4 million in 1997, and $3.7 
million in 1996.


                                       6

<PAGE> 


     Consistent with industry direction, the Company is active in improving 
manufacturing processes through automation and also designs and builds its 
proprietary assembly equipment.  The Company continues to apply advanced 
technologies, such as laser and video devices, to automatically inspect 
products during the assembly process.  All new assembly machines are direct 
microcomputer-controlled, which provides greater flexibility in the 
manufacturing process.  The Company continues to incorporate the latest 
technology in its high-speed precision stamping and electroplating processes, 
and has replaced older injection molding machines and material handling 
equipment with new machines and equipment that will improve the productivity 
of these operations.

SALES AND DISTRIBUTION

     The Company sells its products in the United States and international 
markets.  The primary market is the United States, which produces 
approximately two-thirds of the consolidated sales of the Company.  Its 
principal markets outside the United States are Europe, including the United 
Kingdom and Scandinavia, Japan, Singapore, Malaysia, Hong Kong, and the 
emerging market of China.  Sales to other Far East countries provide business 
opportunities and are expected to grow moderately.  Sales in China have been 
initiated and have resulted in the Company doing business in China through 
its Hong Kong distributor.

     Sales outside the United States accounted for 36 percent of total sales 
in 1998, 38 percent in 1997 and 36 percent in 1996.  The Company believes 
that the development of global markets is essential to support its customer 
base. This was particularly the case in Asia, where until recently the market 
was considered the fastest growing in the world.  It is still currently 
considered the second largest market for electronics and connector products.  
The Company does not believe that its international business presents any 
unusual risks. The recent currency crisis in Asia had an impact on the 
company's operating results in the year.  While sales in Japan were 
unfavorably impacted by the strengthening of the U.S. dollar against the 
Japanese yen, operating results in Southeast Asia were affected favorably due 
to the fact that most of the Company's sales to customers in Southeast Asia 
are transacted in U.S. dollars. These sales were not significantly affected 
by the currency crisis.  Cost of sales and operating expenses in Southeast 
Asia were lower in the period due primarily to the devaluation of the 
Malaysian ringgit and the Singapore dollar, compared to the U.S. dollar.  The 
following table sets forth the percentage of Company sales by major 
geographical location for the periods shown:

<TABLE>
<CAPTION>
                                       YEARS ENDED JUNE 30
                               ----------------------------------
                               1998           1997           1996
                               ----------------------------------
<S>                            <C>             <C>            <C>

          United States          64%            62%            64%
          Europe                 25             26             24
          Asia                    9             10             10
          Other                   2              2              2
                               ----           ----            ---
                                100%           100%           100%
                               ----           ----            ---
                               ----           ----            ---
</TABLE>


     No sales to a single customer exceeded 10% of total net sales in 1998, 
1997 or 1996.  


                                       7

<PAGE>


     Other financial data relating to domestic and foreign operations are 
included in Note (16), Business Segment and Foreign Sales, of Notes to 
Consolidated Financial Statements and the Management's Discussion and 
Analysis of the Results of Operations and Financial Condition, included 
herein or incorporated by reference as a part of this Report.

     Principal markets in North America, Europe, and Asia are served by the 
Company's direct sales force and a network of distributors serving the 
electronics industry.  The Company has U.S. regional offices located in the 
San Francisco, California and Chicago, Illinois metropolitan areas.  Other 
Company sales offices are located in Japan, Singapore, England, Germany, 
Sweden, and Netherlands.  These offices service customers to whom the Company 
sells directly, provide coordination between the plants and customers, and 
technical training and assistance to distributors and manufacturers' 
representatives in their respective territories.  Additional marketing 
expertise is provided by the product marketing specialists located in New 
Albany, Indiana; Kings Mountain, North Carolina; Kent, England; Singapore; 
and s.Hertogenbosch, Netherlands.  

     The Company engages independent manufacturers' representative firms in 
the United States, Canada and several European and Far East countries.  These 
firms are granted exclusive territories and agree not to carry competing 
products. These firms are paid on a commission basis on sales made to 
original equipment manufacturers and to distributors.  All representative 
relationships are subject to termination by either party on short notice.

     The Company has an international network of distributors who are 
responsible for serving their respective customers from an inventory of the 
Company's products. Approximately one-third of the Company's worldwide sales 
are made through the distributor network.  No distributor is required to 
accept only the franchise of the Company.  All distributor agreements are 
subject to termination by either party on short notice.

BACKLOG

     The Company's backlog was approximately $10.2 million at June 30, 1998, 
$14.5 million at June 30, 1997, and $15.9 million at June 30, 1996.  These 
amounts represent orders with firm shipment dates acceptable to the 
customers. The Company does not manufacture pursuant to long-term contracts, 
and purchase orders are generally cancelable subject to payment by the 
customer for charges incurred up to the date of cancellation.  With 
just-in-time delivery objectives, customers have reduced order quantities, 
but are placing orders more frequently and expecting shorter lead times from 
point of order to point of shipment.

COMPETITION

     There is active competition in all of the Company's standard product 
lines. The Company's competitors include both large corporations having 
significantly more resources than the Company and smaller, highly specialized 
firms.  The Company competes on the basis of customer service, product 
performance, quality, and price.  Worldwide price erosion continued in a 
variety of the Company's product lines, reflecting a migration of some 


                                       8

<PAGE>

products to a commodity category, and the leveraging of higher volume 
purchases.  Management believes that the Company's capabilities in customer 
service, new product design and its continued efforts to reduce cost of 
products are significant factors in maintaining the Company's competitive 
position.

MANUFACTURING

     The Company's manufacturing operations include plastic molding, 
high-speed precision stamping, electroplating and assembly.  The Company 
designs and builds the majority of its automated and semi-automated assembly 
machines for use in-house and utilizes subcontractors on a limited basis for 
product assembly where volume does not warrant the cost of automation.

RAW MATERIALS AND SUPPLIES

     The Company utilizes copper alloys, precious metals, and plastics in the 
manufacture of its products.  Although some raw materials are available from 
only a few suppliers, the Company believes it has adequate sources of supply 
for its raw material and component requirements.  Raw material prices did not 
increase or decrease materially during fiscal year 1998.

     Use of gold is significant, but has declined in demand over the past 
several years.  Plating processes using ROBEX-TM-, a palladium nickel alloy, 
and tin have accelerated in demand from customers of the Company.  As a 
result of a gold consignment agreement with a bank, the Company is not 
exposed to a significant market risk of carrying gold inventories.  The 
Company is not required to procure its gold under this arrangement, and may 
acquire gold from other sources.  The Company is not obligated beyond one 
year with any supplier.

HUMAN RESOURCES

     As of June 30, 1998, the Company had approximately 674 full-time 
employees; 370 in the United States, 177 in Europe and 127 in Asia and Japan.

PATENTS AND TRADEMARKS

     Management believes that success in the electronic connector industry is 
dependent upon engineering and production skills and marketing ability; 
however, there is a trend in the industry toward more patent consideration 
and protection of proprietary designs and knowledge.  The Company has pursued 
patent applications frequently.  The Company reviews each new product design 
for possible patent application.  The Company has been granted several 
patents over the past three years and is presently awaiting acceptance on 
other pending applications.  The Company has obtained registration of its 
trade and service marks in the United States and in major foreign markets.

ENVIRONMENT

     The Company's manufacturing facilities are subject to several laws and 
regulations designed to protect the environment.  In the opinion of 
management, the Company is complying with those laws and regulations in all 


                                       9

<PAGE>

material respects and compliance has not had and is not expected to have a 
material effect upon its operations or competitive position.

EXECUTIVE OFFICERS OF THE COMPANY

     The current executive officers of the Company are:

<TABLE>
<CAPTION>
                                                      SERVED IN PRESENT
       NAME              AGE      POSITIONS HELD        CAPACITY SINCE
------------------       ---      --------------      -----------------
<S>                      <C>      <C>                     <C>
Larry W. Burke            58      President & Chief               1990
                                  Executive Officer

Robert L. Knabel          40      Vice President,         January 1997
                                  Treasurer & Chief
                                  Financial Officer

 
W. Michael Coutu          47      Vice President of               1992
                                  Information Technology

Robert A. Rankin          37      Executive Director of           1998
                                  Global Purchasing

</TABLE>

     The Bylaws of the Company provide that the officers are to be elected at 
each Annual Meeting of the Board of Directors.  Under the Indiana Business 
Corporation Law, officers may be removed by the Board of Directors at any 
time, with or without cause.  Mr. David W. Pheteplace, Vice President and 
General Manager, North American Business Division, resigned as of April 1998.

ITEM 2.   PROPERTIES

     The Company owns a 36,000-square-foot building used for its  executive 
offices, engineering department, quality assurance and administrative 
operations, and an adjacent 83,000-square-foot manufacturing facility located 
on approximately four acres in New Albany, Indiana.  A limited amount of 
manufacturing operations are performed there.  Most of the connector finished 
goods inventory is held at the New Albany site.  A portion of the New Albany 
manufacturing facility is utilized by the Company's engineering, research and 
preproduction development groups.  In addition, the New Albany facility is 
instrumental in training plant personnel on new equipment prior to release to 
the manufacturing facilities in Dallas, Europe and Malaysia.

     The Company owns a 60,000-square-foot manufacturing facility located on 
approximately five acres in Dallas, Texas; a manufacturing and engineering 
facility with approximately 14,000 square feet in Hamont-Achel, Belgium; a 
manufacturing facility with approximately 21,000 square feet in Sungai 
Petani, Malaysia; and utilizes a facility with approximately 50,000 square 
feet in Inchinnan, Scotland under long-term leases.

     The Company also owns a 50,000 square foot manufacturing facility 
located on approximately two acres in Delemont, Switzerland.  In June 1997, 
management approved a plan to move all of its plating and component assembly 


                                       10

<PAGE>

operations from its plant in Delemont to its facility in Inchinnan, and to 
sell the facility in Delemont.

     The Company's Cablelink operations are currently located in leased 
facilities of approximately 40,000 square feet in Kings Mountain, North 
Carolina and approximately 10,000 square feet in Fremont, California.  In 
June, 1998, a new manufacturing facility with approximately 44,000 square 
feet was acquired under a long-term lease arrangement in Reynosa, Mexico.  
Management began cable assembly operations in Reynosa in September 1998.  All 
operations in Kings Mountain, North Carolina are expected to terminate by 
December 1998.  The Company is currently obligated under a long-term lease on 
the Kings Mountain facility through July 2012.  Management intends to sublet 
this facility to minimize the financial impact of this obligation.  

ITEM 3.   LEGAL PROCEEDINGS.

     Other than ordinary routine litigation incidental to the business, there 
are no pending legal proceedings to which the Company is a party.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matters were submitted to a vote of security holders of the Company 
during the fourth quarter of the fiscal year covered by this report.

                                      PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER 
          MATTERS

     The information included under the caption "Price Range and Dividend 
Information" of the Company's 1998 Annual Report to Shareholders (the "1998 
Report") is incorporated herein by reference.

ITEM 6.   SELECTED FINANCIAL DATA.

     The information contained in the columns "1994-1998" in the table under 
the caption "Ten-Year Financial Summary" of the 1998 Report is incorporated 
herein by reference.

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND THE 
          RESULTS OF OPERATIONS.

     The information contained under the caption "Management's Discussion and
Analysis of the Results of Operations and Financial Condition" of the 1998
Report is incorporated herein by reference.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     The information contained in the "Consolidated Financial Statements of the
Company and Notes thereto" and the report of independent accountants in the 1998
Report is incorporated herein by reference.


                                       11

<PAGE>


ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE.

     On April 25, 1997, Robinson Nugent, Inc. (the "Company") advised Coopers 
& Lybrand L.L.P. ("Coopers") that the Company was discontinuing Coopers' 
services as the Company's independent accountants at the completion of 
Coopers' report for the year ending June 30, 1997.  The Company engaged 
Deloitte & Touche LLP ("Deloitte") as the Company's independent accountants 
for the year ended June 30, 1998.  The decision to discontinue the services 
of Coopers and to engage Deloitte was recommended by the Audit Committee and 
approved by the Board of Directors.

     Coopers' reports on the financial statements of the Company for the past 
two years did not contain any adverse opinion or disclaimer of opinion, nor 
were the reports qualified as to uncertainty, audit scope or accounting 
principles. There were no disagreements between the Company and Coopers 
during the past two years and subsequent interim periods preceding such 
dismissal on any matter of accounting principles or practices, financial 
statement disclosure, or audit scope or procedure, which disagreement(s), if 
not resolved to the satisfaction of Coopers, would have caused it to make a 
reference to the subject matter of the disagreement(s) in connection with its 
reports.

                                      PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     The information included under the captions "Nominees," "Business 
Experience of Directors," "Family Relationships," and "Compliance with 
Section 16(a) of the Securities Exchange Act of 1934" in the Company's 
definitive 1998 Proxy Statement filed pursuant to Rule 14a-6 is incorporated 
herein by reference.

ITEM 11.  EXECUTIVE COMPENSATION.

     The information included under the captions "Compensation of Directors," 
"Compensation Committee Interlocks and Insider Participation," "Executive 
Compensation," "Report of the Compensation and Stock Option Committees," and 
"Stock Performance Graph" in the Company's definitive 1998 Proxy Statement 
filed pursuant to Rule 14a-6 is incorporated herein by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The information contained under the captions "Beneficial Ownership of 
Common Shares" and "Nominees" in the Company's definitive 1998 Proxy 
Statement filed pursuant to Rule 14a-6 is incorporated herein by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The information contained under the caption "Certain Transactions" in 
the Company's definitive 1998 Proxy Statement filed pursuant to Rule 14a-6 is 
incorporated herein by reference.


                                       12

<PAGE>


                                      PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

     (a)  DOCUMENTS FILED AS A PART OF THIS REPORT.

          (1)   FINANCIAL STATEMENTS

                Reports of Independent Accountants
                
                Consolidated Balance Sheets as of June 30, 1998, 1997, and 1996
                
                Consolidated Statements of Operations for the years ended
                June 30, 1998, 1997, and 1996
                
                Consolidated Statements of Shareholders' Equity for the years
                ended June 30, 1998, 1997, and 1996
                
                Consolidated Statements of Cash Flows for the years ended
                June 30, 1998, 1997, and 1996
                
                Notes to Consolidated Financial Statements
                
          (2)   FINANCIAL STATEMENT SCHEDULE

                Schedule for the years ended June 30, 1998, 1997, and 1996:

                II  Valuation and Qualifying Accounts            

                All other schedules are omitted, as the required information is
                inapplicable or the information is presented in the consolidated
                financial statements or related notes.

          (3)   EXHIBITS

           3.1  Articles of Incorporation of Robinson
                Nugent, Inc. (Incorporated by reference
                to Exhibit 3.1 to Form S-1 Registration
                Statement No. 2-62521.)

           3.2  Articles of Amendment of Articles of
                Incorporation of Robinson Nugent, Inc.
                filed September 1, 1978 (Incorporated by
                reference to Exhibit B(1) to Form 10-K
                Report for year ended June 30, 1980.)

           3.3  Articles of Amendment of Articles of
                Incorporation of Robinson Nugent, Inc.
                filed November 14, 1983 (Incorporated by


                                       13

<PAGE>


                reference to Exhibit 3.3 to Form 10-K
                Report for year ended June 30, 1984.)

           3.4  Amended and Restated Bylaws of Robinson
                Nugent, Inc. adopted November 7, 1991.
                (Incorporated by reference to Exhibit
                19.1 to Form 10-K Report for year ended
                June 30, 1992).

           4.1  Specimen certificate for Common Shares,
                without par value.  (Incorporated by
                reference to Exhibit 4 to Form S-1
                Registration Statement No. 2-62521.)

           4.2  Rights Agreement dated April 21, 1988
                between Robinson Nugent, Inc. and Bank
                One, Indianapolis, NA.  (Incorporated
                by reference to Exhibit I to Form 8-A
                Registration Statement dated May 2, 1988.)

           4.3  Amendment No. 1 to Rights Agreement dated
                September 26, 1991.  (Incorporated by
                reference to Exhibit 4.3 to Form 10-K
                Report for year ended June 30, 1991.)

           4.4  Amendment No. 2 to Rights Agreement dated
                June 11, 1992.  (Incorporated by reference
                to Exhibit 4.4 to Form 8-K Current Report
                dated July 6, 1992.)

          4.5   Amendment No. 3 to Rights Agreement dated 
                February 11, 1998 (Incorporated by reference
                to Exhibit 4.5 to Form 10-Q Report for the 
                period ended December 31, 1998.)

          10.1  Robinson Nugent, Inc. 1983 Tax-Qualified             *
                Incentive Stock Option Plan.
                (Incorporated by reference to Exhibit
                10.1 to Form 10-K Report for year ended
                June 30, 1983.)

          10.2  Robinson Nugent, Inc. 1983 Non Tax-                  *
                Qualified Incentive Stock Option Plan.
                (Incorporated by reference to Exhibit
                10.2 to Form 10-K Report for year ended
                June 30, 1983.)

          10.3  1993 Robinson Nugent, Inc. Employee and              *
                Non-Employee Director Stock Option Plan.
                (Incorporated by reference to Exhibit 19.1
                to Form 10-K Report for the year ended
                June 30, 1993.)


                                       14

<PAGE>


          10.4  Summary of The Robinson Nugent, Inc.                 *
                Employee Stock Purchase Plan.
                (Incorporated by reference to Exhibit 19.2
                to Form 10-K Report for the year ended
                June 30, 1993.)

          10.5  Deferred compensation agreement dated                *
                May 10, 1990 between Robinson Nugent,
                Inc. and Larry W. Burke, President and
                Chief Executive Officer.
                (Incorporated by reference to Exhibit
                19.1 to Form 10-K Report for year ended
                June 30, 1990.)

          10.6  Rabbi Trust Agreement dated July 1, 1996             *
                between Robinson Nugent, Inc. and Dean 
                Witter Trust Company, related to the 
                deferred compensation agreement between 
                Robinson Nugent, Inc. and Larry W. Burke, 
                President and Chief Executive Officer.
                (Incorporated by reference to Exhibit 10.6 to
                Form 10-K Report for year ended June 30, 1997.)

          10.7  Amendment of the 1993 Robinson Nugent, Inc.          *
                Employee and Non-Employee Director Stock 
                Option Plan.

          10.8  Summary of Robinson Nugent, Inc. Bonus               *
                Plan for the fiscal year ending June 30,
                1999.

          13.0  1998 Annual Report to Shareholders of
                Robinson Nugent, Inc.

          16.0  No exhibit.

          21.0  The subsidiaries of the registrant are:

                                                             JURISDICTION
                NAME                                        OF ORGANIZATION
                ----                                        ---------------
                Cablelink, Incorporated                      Indiana

                RNL, Inc.                                    Indiana

                Robinson Nugent-Dallas, Inc.                 Texas

                Robinson Nugent Design Services, Inc.        Pennsylvania

                Robinson Nugent S.a.r.l.                     France


                                       15

<PAGE>


                Robinson Nugent GmbH                         Germany

                Robinson Nugent Ltd.                         Great Britain

                Nihon Robinson Nugent K.K.                   Japan

                Robinson Nugent dba Cablelink                Malaysia
                 (Malaysia) Sdn. Bhd.

                Robinson Nugent (Malaysia) Sdn. Bhd.         Malaysia

                Robinson Nugent S.A.                         Switzerland

                Robinson Nugent (Scotland) Limited           Scotland

                Robinson Nugent International, Inc.          Virgin Islands

                Robinson Nugent (Europe) B.V.                Netherlands

                Robinson Nugent (Belgium) B.V.B.A.           Belgium

                Robinson Nugent (Asia Pacific) Pte. Ltd.     Singapore

                Robinson Nugent Nordic, filial               Sweden 
                till Robinson Nugent (Europe) B.V. 
                The Netherlands

                Robinson Nugent S. de R.L. de C.V.           Mexico

          23.1  Consent of Deloitte & Touche LLP
                Independent Auditors

          23.2  Consent of PricewaterhouseCoopers LLP
                Independent Accountants

          27.0  Financial Data Schedule.

          *     Management contracts or compensatory plans


     (b)  REPORTS ON FORM 8-K

          No exhibit.


                                       16

<PAGE>


                                     SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) 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.


                                   ROBINSON NUGENT, INC.



Date:      10/15/98                    By: /s/ Larry W. Burke
      ------------------               -----------------------------------
                                       Larry W. Burke, President and Chief
                                       Executive Officer


     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.

Date:      10/15/98                    By: /s/ Samuel C. Robinson
      ------------------               -----------------------------------
                                       Samuel C. Robinson, Director



Date:      10/15/98                    By: /s/ Larry W. Burke
      ------------------               -----------------------------------
                                       Larry W. Burke, Director,
                                       President and Chief Executive Officer
                                       (Principal Executive Officer)



Date:      10/15/98                    By: /s/ Patrick C. Duffy
      ------------------               -----------------------------------
                                       Patrick C. Duffy, Director



Date:      10/15/98                    By: /s/ Richard L. Mattox
      ------------------               -----------------------------------
                                       Richard L. Mattox, Director



Date:      10/15/98                    By: /s/ Jerrol Z. Miles
      ------------------               -----------------------------------
                                       Jerrol Z. Miles, Director


Date:      10/15/98                    By: /s/ James W. Robinson               
      ------------------               -----------------------------------
                                       James W. Robinson, Director


                                       17

<PAGE>


Date:      10/15/98                    By: /s/ Richard W. Strain
      ------------------               -----------------------------------
                                       Richard W. Strain, Director



Date:      10/15/98                    By: /s/ Ben M. Streepey
      ------------------               -----------------------------------
                                       Ben M. Streepey, Director



Date:      10/15/98                    By: /s/ Donald C. Neel
      ------------------               -----------------------------------
                                       Donald C. Neel, Director



Date:      10/15/98                    By: /s/ Robert L. Knabel
      ------------------               -----------------------------------
                                       Robert L. Knabel, Vice President,
                                       Treasurer and Chief Financial Officer
                                       (Principal Financial Officer and
                                       Principal Accounting Officer)


                                       18

<PAGE>


                       ROBINSON NUGENT, INC. AND SUBSIDIARIES
                                          
                INDEX TO CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
                                          
                           JUNE 30, 1998, 1997, AND 1996



Financial Statement Schedule for the years ended June 30, 1998, 1997, and 1996
is included herein:


     II   Valuation and Qualifying Accounts


     

All other schedules are omitted, as the required information is inapplicable or
the information is presented in the consolidated financial statements or related
notes.


                                       19

<PAGE>


                                          
                  SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                       ROBINSON NUGENT, INC. AND SUBSIDIARIES
                             (IN THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>

         Col. A                   Col. B                            Col. C                          Col. D             Col. E
        -----------             ------------         -------------------------------------        -----------        ------------
                                   Balance                          Additions                                           Balance
        Description             at Beginning         Charged to Costs     Charged to Other        Deductions -          at End
                                  of Period            and Expenses      Accounts-Describe          Describe           of Period
        -----------             ------------         -------------------------------------        -----------        ------------
<S>                             <C>                  <C>                 <C>                      <C>                   <C>
YEAR ENDED JUNE 30, 1998

Deducted from asset accts
   Allowance for doubtful
    accounts                      $   564             $    72             $    --                  $    65(A)            $   571
   Allowance for inventory
    obsolescence & valuation        1,565               1,212                  --                    1,534(B)              1,243
                                  -------             -------             -------                  -------               -------
      Total                       $ 2,129             $ 1,284             $    --                  $ 1,599               $ 1,814
                                  -------             -------             -------                  -------               -------
                                  -------             -------             -------                  -------               -------

YEAR ENDED JUNE 30, 1997

Deducted from asset accts
   Allowance for doubtful
    accounts                      $   739             $    32             $    --                  $   207(A)            $   564
   Allowance for inventory
    obsolescence & valuation        1,613               1,062                  --                    1,110(B)              1,565
                                  -------             -------             -------                  -------               -------
      Total                       $ 2,352             $ 1,094             $    --                  $ 1,317               $ 2,129
                                  -------             -------             -------                  -------               -------
                                  -------             -------             -------                  -------               -------


YEAR ENDED JUNE 30, 1996

Deducted from asset accts
   Allowance for doubtful
    accounts                      $   651             $   205             $    --                  $   117(A)            $   739
   Allowance for inventory
    obsolescence & valuation        1,585               1,071                  --                    1,043(B)              1,613
                                  -------             -------             -------                  -------               -------
      Total                       $ 2,236             $ 1,276             $    --                  $ 1,160               $ 2,352
                                  -------             -------             -------                  -------               -------
                                  -------             -------             -------                  -------               -------
</TABLE>

See footnotes on following page.


                                       20

<PAGE>




                   SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (CONT'D.)
                                ROBINSON NUGENT, INC. AND SUBSIDIARIES
                                       (IN THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>

                                                                            1998           1997           1996
                                                                           ------         ------         ------
<S>                                                                      <C>              <C>             <C>
(A)   Summary of activity in Column D follows:
      Reduction of requirements in allowance for doubtful
       accounts                                                          $   -0-          $    83         $    63
   Uncollectible accounts written off, net of recoveries                      52               98              30
      Currency Translation - (gains)/losses                                   13               26              24
                                                                         -------          -------         -------
                                                                         $    65          $   207         $   117
                                                                         -------          -------         -------
                                                                         -------          -------         -------

(B)   Summary of activity in Column D follows:
      Discontinued and obsolete inventory written off, 
       net of recoveries                                                 $ 1,919          $   655         $   896
      Currency translation - (gains)/losses                                 (385)             455             147
                                                                         -------          -------         -------
                                                                         $ 1,534          $ 1,110         $ 1,043
                                                                         -------          -------         -------
                                                                         -------          -------         -------

</TABLE>

                                       21

<PAGE>


                            INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders of Robinson Nugent, Inc. New 
Albany, Indiana

We have audited the consolidated financial statements of Robinson Nugent Inc. 
and Subsidiaries as of June 30, 1998, and for the year ended June 30,1998, 
and have issued our report thereon dated July 31, 1998; such financial 
statements and report are included in your 1998 Annual Report to Stockholders 
and are incorporated herein by reference.  Our audit also included the 
financial statement schedule of the Company, listed in Item 14.  This 
financial statement schedule is the responsibility of the Company's 
management.  Our responsibility is to express an opinion based on our audit.  
In our opinion, such financial statement schedule, when considered in 
relation to the basic financial statements taken as a whole, presents fairly 
in all material respects the information set forth therein.

DELOITTE & TOUCHE LLP

Louisville, Kentucky
July 31, 1998


                                       22

<PAGE>


                         REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors and Shareholders of Robinson Nugent, Inc.

We have audited the accompanying consolidated balance sheets of Robinson 
Nugent, Inc. and Subsidiaries, as of June 30, 1997 and 1996, the related 
consolidated statements of operations, shareholders' equity and cash flows and 
the financial statement schedule for each of the two years then ended as 
listed in Item 14 of Form 10-K for the year ended June 30, 1997.  These 
consolidated financial statements and the financial statement schedule are 
the responsibility of the Company's management.  Our responsibility is to 
express an opinion on these consolidated financial statements and the 
financial statement schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements.  
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation. We believe that our audits provide a 
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the financial position of Robinson 
Nugent, Inc. and Subsidiaries, as of June 30, 1997 and 1996, and the results 
of their operations and their cash flows for each of the two years then ended 
in conformity with generally accepted accounting principles.  In addition, in 
our opinion, the financial statement schedule referred to above, when 
considered in relation to the basic financial statements taken as a whole, 
presents fairly, in all material respects, the information required to be 
included therein for the years ended June 30, 1997 and 1996.

COOPERS & LYBRAND L.L.P.

Louisville, Kentucky
August 5, 1997


                                       23

<PAGE> 


                               ROBINSON NUGENT, INC.
                                          
                             FORM 10-K FOR FISCAL YEAR
                                ENDED JUNE 30, 1998
                                          
                                 INDEX TO EXHIBITS
                             --------------------------

<TABLE>
<CAPTION>

     NUMBER                                                            SEQUENTIAL
  ASSIGNED IN                                                       NUMBERING SYSTEM
  REGULATION S-K                                                      PAGE NUMBER
    ITEM 601                    DESCRIPTION OF EXHIBIT                OF EXHIBIT
  --------------                ----------------------              ----------------
<S>                    <C>                                                <C>

      (3)              3.1   Articles of Incorporation of Robinson
                             Nugent, Inc. (Incorporated by reference
                             to Exhibit 3.1 to Form S-1 Registration
                             Statement No. 2-62521.)

                       3.2   Articles of Amendment of Articles 
                             of Incorporation of Robinson 
                             Nugent, Inc. filed September 1, 
                             1978 (Incorporated by reference 
                             to Exhibit B(1) to Form 10-K 
                             Report for year ended June 30, 
                             1980.)

                       3.3   Articles of Amendment of Articles of 
                             Incorporation of Robinson Nugent, 
                             Inc. filed November 14, 1983 
                             (Incorporated by reference to 
                             Exhibit 3.3 to Form 10-K Report 
                             for year ended June 30, 1984.)

                       3.4   Amended and Restated Bylaws of 
                             Robinson Nugent, Inc. adopted 
                             November 7, 1991. (Incorporated 
                             by reference to Exhibit 19.1 to 
                             Form 10-K Report for year ended 
                             June 30, 1992).

            (4)        4.1   Specimen certificate for Common 
                             Shares, without par value.  
                             (Incorporated by reference to 
                             Exhibit 4 to Form S-1 
                             Registration Statement No. 
                             2-62521.)

                       4.2   Rights Agreement dated April 21, 
                             1988 between Robinson Nugent, 
                             Inc. and Bank One, Indianapolis, 
                             NA.  (Incorporated by reference 
                             to Exhibit I to Form 8-A 
                             Registration Statement dated May 
                             2, 1988.)

                       4.3   Amendment No. 1 to Rights 
                             Agreement dated September 26, 
                             1991.  (Incorporated by reference 
                             to Exhibit 4.3 to Form 10-K 
                             Report for year ended June 30, 
                             1991.)

                                       24

<PAGE>


                       4.4   Amendment No. 2 to Rights 
                             Agreement dated June 11, 1992.  
                             (Incorporated by reference to 
                             Exhibit 4.4 to Form 8-K Current 
                             Report dated July 6, 1992.)

                       4.5   Amendment No. 3 to Rights Agreement 
                             dated February 11, 1998 
                             (Incorporated by reference to 
                             Exhibit 4.5 to Form 10-Q Report 
                             for the period ended December 31, 
                             1998.)

            (9)              No exhibit.

           (10)       10.1   Robinson Nugent, Inc. 1983 Tax-Qualified     *

                             Incentive Stock Option Plan. 
                             (Incorporated by reference to 
                             Exhibit 10.1 to Form 10-K Report 
                             for year ended June 30, 1983.)

                      10.2   Robinson Nugent, Inc. 1983 Non Tax-          *
                             Qualified Incentive Stock Option 
                             Plan. (Incorporated by reference 
                             to Exhibit 10.2 to Form 10-K 
                             Report for year ended June 30, 
                             1983.)

                      10.3   1993 Robinson Nugent, Inc. Employee and      *
                             Non-Employee Director Stock 
                             Option Plan. (Incorporated by 
                             reference to Exhibit 19.1 to Form 
                             10-K Report for the year ended 
                             June 30, 1993.)

                      10.4   Summary of The Robinson Nugent, Inc.         *
                             Employee Stock Purchase Plan. 
                             (Incorporated by reference to 
                             Exhibit 19.2 to Form 10-K Report 
                             for the year ended June 30, 1993.)

                      10.5   Deferred compensation agreement dated        *
                             May 10, 1990 between Robinson 
                             Nugent, Inc. and Larry W. Burke, 
                             President and Chief Executive 
                             Officer. (Incorporated by 
                             reference to Exhibit 19.1 to Form 
                             10-K Report for year ended June 
                             30, 1990.)

                      10.6   Rabbi Trust Agreement dated July 1, 1996     *
                             between Robinson Nugent, Inc. and 
                             Dean Witter Trust Company, 
                             related to the deferred 
                             compensation agreement between 
                             Robinson Nugent, Inc. and Larry 
                             W. Burke, President and Chief 
                             Executive Officer.  (Incorporated 
                             by reference to Exhibit 10.6 to 
                             Form 10-K report for year ended 
                             June 30, 1997.)


                                       25

<PAGE>


                      10.7   Amendment of the 1993 Robinson Nugent, Inc.  *
                             Employee and Non-Employee 
                             Director Stock Option Plan.

                      10.8   Summary of Robinson Nugent, Inc. Bonus       *
                             Plan for the fiscal year ending June 30,
                             1999.

           (11)              No exhibit.

           (12)              No exhibit.

           (13)              1996 Annual Report to Shareholders of
                             Robinson Nugent, Inc.

           (16)              No exhibit.

           (18)              No exhibit.

           (21)              The subsidiaries of the registrant are:

                                                                    JURISDICTION
                             NAME                                  OF ORGANIZATION
                             ----                                  ---------------
                             Cablelink, Incorporated                   Indiana

                             RNL, Inc.                                 Indiana

                             Robinson Nugent-Dallas, Inc.              Texas

                             Robinson Nugent Design Services, Inc.     Pennsylvania

                             Robinson Nugent S.a.r.l.                  France

                             Robinson Nugent GmbH                      Germany

                             Robinson Nugent Ltd.                      Great Britain

                             Nihon Robinson Nugent K.K.                Japan

                             Robinson Nugent dba Cablelink             Malaysia
                             (Malaysia) Sdn. Bhd.

                             Robinson Nugent (Malaysia) Sdn. Bhd.      Malaysia

                             Robinson Nugent S.A.                      Switzerland

                             Robinson Nugent (Scotland) Limited        Scotland

                             Robinson Nugent International, Inc.       Virgin Islands

                             Robinson Nugent (Europe) B.V.             Netherlands


                                       26

<PAGE>


                             Robinson Nugent (Belgium) B.V.B.A.        Belgium

                             Robinson Nugent (Asia Pacific) Pte. Ltd.  Singapore

                             Robinson Nugent Nordic, filial            Sweden 
                             till Robinson Nugent (Europe) B.V. 
                             The Netherlands

                             Robinson Nugent S. de R.L. de C.V.        Mexico

           (22)              No exhibit.

           (23)       23.1   Consent of Deloitte & Touche LLP
                             Independent Auditors

                      23.2   Consent of PricewaterhouseCoopers LLP
                             Independent Accountants

           (24)              No exhibit.

           (27)              Financial Data Schedule.

           (28)              No exhibit.


*             Management contracts or compensatory plans
</TABLE>


                                       27