8-K

                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                        _________________

                            FORM 8-K

                         CURRENT REPORT
             Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934


                        November 15, 2004
        ________________________________________________
        Date of Report (Date of earliest event reported)


                        Molex Incorporated
     ______________________________________________________
     (Exact name of registrant as specified in its charter)


        Delaware             0-7491         36-2369491
   _________________      ____________    ______________
    (State or other       (Commission      (IRS Employer
      jurisdiction        File Number)    Identification
   of incorporation)                           No.)


       2222 Wellington Court, Lisle, Illinois         60532
    _________________________________________      __________
    (Address of principal executive offices)       (Zip Code)


                            (630) 969-4550
      ____________________________________________________
      (Registrant's telephone number, including area code)


Check  the  appropriate  box below if  the  Form  8-K  filing  is
intended to simultaneously satisfy the filing obligation  of  the
registrant  under  any of the following provisions  (see  General
Instruction A.2. below):

[ ]   Written  communications pursuant to  Rule  425  under  the
      Securities Act (17 CFR 230.425)

[ ]   Soliciting  material  pursuant to  Rule  14a-12  under  the
      Exchange Act (17 CFR 240.14a-12)

[ ]   Pre-commencement communications pursuant to  Rule  14d-2(b)
      under the Exchange Act (17 CFR 240.14d-2(b))

[ ]   Pre-commencement communications pursuant to  Rule  13e-4(c)
      under the Exchange Act (17 CFR 240.13e-4(c))






Item 7.01    Regulation FD Disclosure
_________    _________________________

     On November 15, 2004, Molex issued a press release
announcing that it filed its fiscal first quarter report with the
SEC and the resignation of Deloitte & Touche LLP.  The press
release is filed as Exhibit 99.1 hereto and is incorporated
herein by reference.



Item 9.01   Financial Statements and Exhibits
_________   _________________________________

     The following exhibits are being furnished as part of this
Form 8-K:


   Exhibit Number      Description
   ______________      ___________

         99.1          Press release of Molex Incorporated dated
                        November 15, 2004.



                                       2






                           SIGNATURES

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

                                   MOLEX INCORPORATED

Date: November 15, 2004            By: /s/ LOUIS A. HECHT
                                   _______________________
                                   Louis A. Hecht
                                   Corporate Secretary and General
                                   Counsel





                                       3

EX-99

                                                     EXHIBIT 99.1






                                            Contact:  Neil Lefort
                               Vice President, Investor Relations
                                                   (630) 527-4344

        MOLEX FILES FISCAL FIRST QUARTER REPORT WITH SEC

          Announces Resignation of Independent Auditors

Lisle, IL, USA - November 15, 2004 -- Molex Incorporated (NASDAQ:
MOLX   and   MOLXA),  a  global  electronic  components  company,
announced  today that it filed its Quarterly Report on Form  10-Q
for  the  fiscal first quarter ended September 30, 2004 with  the
Securities and Exchange Commission earlier today.  Molex issued a
press release on November 11, 2004 disclosing that the filing  of
such  Quarterly  Report would be delayed.  Molex  also  announced
today  that  Deloitte & Touche LLP has resigned as the  Company's
independent auditors effective November 13, 2004 for the  reasons
described below.  As a result, the unaudited financial statements
for  the  quarter  included  in the 10-Q  filing  have  not  been
reviewed by an independent public accounting firm under Statement
of  Auditing Standards No. 100 "Interim Financial Information" as
is required by SEC requirements.  Molex's management is not aware
of  any information which would result in any adjustments to  the
financial information included in the Form 10-Q filed today.

The  Quarterly Report filed today reflects the $8.0 million ($5.8
million after-tax or $0.03 per share) charge previously disclosed
in  Molex's November 11 press release related to the omission  of
certain  inter-company inventory in the calculation of profit-in-
inventory  elimination  for  prior  fiscal  periods,   of   which
approximately $3.0 million ($2.2 million after-tax)  was  related
to  fiscal 2004.  The amount of the charge was unchanged from the
amount  reflected  in the financial results included  in  Molex's
October  20,  2004  earnings release.  As  disclosed  in  Molex's
November  11  press  release, Molex's Audit Committee,  with  the
assistance   of   independent  legal  and  accounting   advisors,
conducted  an inquiry.  The Audit Committee inquiry is  complete,
and  no  adjustments were identified as a result of the  inquiry.
Also included in the results reported in the Quarterly Report for
the  fiscal quarter ended September 30, 2004 is a reversal  of  a
prior year insurance accrual of $2.7 million ($2.0 million after-
tax),  which was no longer required, and a reduction in inventory
allowance  of  $1.5  million  ($1.1  million  after-tax).   These
amounts are unchanged from the amounts reflected in the financial
results included in Molex's October 20, 2004 earnings release.
On  Saturday,  November  13,  2004, representatives  of  Deloitte
advised Molex that Deloitte was prepared to complete its SAS  100
review  in  time  to  permit  a  filing  of  the  Form  10-Q   in
substantially  the  form  in which it  was  filed  today  by  the
November  15  extended  deadline for such  report,  but  only  if
Molex's   principal  executive  officer  and   former   principal
financial and accounting officer, who was recently reassigned  as
Vice President and Treasurer as described in Molex's November  11
press  release, no longer served as officers of Molex and certain
disclosures relating to the matters in question were agreed upon.
Molex's  Audit Committee and Board of Directors each  unanimously
rejected  this  condition  imposed  by  Deloitte.  Following  the
communication  of Molex's position, representatives  of  Deloitte
advised  Molex that Deloitte was resigning as Molex's independent
auditors  effective  immediately.  Deloitte did  not  advise  the
Company  that  its resignation was due to any disagreements  with
Molex  on  any  matter  of  accounting principles  or  practices,
financial  statement disclosure, or auditing scope or  procedures
which,  if  not  resolved to the satisfaction of Deloitte,  would
have  caused  Deloitte  to make reference thereto  in  its  audit
report.

Fred  Krehbiel, Co-Chairman of Molex, stated, "We  are  extremely
disappointed  with  the  timing  of  Deloitte's  resignation  and
strongly disagree with their approach and the condition  that  we
remove as officers valued members of our senior management  team.
My  brother John and I have complete confidence in the  integrity
and  leadership of our senior management team, and  believe  that
the  same  principles of character, loyalty  and  integrity  that
built Molex's hard-earned reputation over its 66-year history are
reflected in the Board's decision regarding this matter."

Molex's Audit Committee has initiated contact with an independent
public  accounting firm, and will move promptly to engage  a  new
accounting firm.  The Audit Committee chairman, Douglas Carnahan,
stated,  "We are encouraged by the level of interest  and  expect
that Molex will engage a new accounting firm shortly."

Molex  plans to file an amendment to its Form 10-Q for the fiscal
quarter ended September 30, 2004 after the SAS 100 review of  the
unaudited  financial  statements  for  that  quarter   has   been
completed  by new independent auditors.  Until such amendment  is
filed, Molex is not deemed by the SEC to be current or timely  in
its  Exchange  Act filings or by Nasdaq to be in compliance  with
its  continued listing requirements. Filing the planned amendment
to  the  Form  10-Q  after  the SAS 100  review  of  the  interim
financial statements has been completed would make Molex  current
in  its  SEC  filing  obligations  and  in  compliance  with  the
applicable Nasdaq continued listing requirement.

Statements  in this release that are not historical are  forward-
looking  and are subject to various risks and uncertainties  that
could  cause actual results to vary materially from those stated.
Certain of these risks and uncertainties are set forth in Molex's
10-K  and  other documents filed with the Securities and Exchange
Commission  and  include Molex's ability to  timely  hire  a  new
independent registered public accounting firm, Molex's ability to
timely comply with SEC and Nasdaq reporting obligations, economic
conditions in various regions, product and price competition  and
foreign   currency  exchange  rate  changes.    Molex  does   not
undertake  to revise these forward-looking   statements    or  to
provide  any  updates  regarding information  contained  in  this
release   resulting  from  new  information,  future  events   or
otherwise.
The  Company's Annual Report, as well as news releases and  other
supplementary  financial  data  is  available  by  accessing  the
Company's website at www.molex.com.
Molex  Incorporated is a 66-year-old manufacturer  of  electronic
components,  including electrical and fiber optic interconnection
products  and  systems, switches and integrated  products  in  55
plants in 19 countries throughout the world.