UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                                  Bel Fuse Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


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


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

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

   Title of each class                            Name of each exchange on which
   to be so registered                            each class is to be registered


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         If this  Form  relates  to the  registration  of a class of  securities
pursuant  to Section  12(b) of the  Exchange  Act and is  effective  upon filing
pursuant to General Instruction A.(c), check the following box. [ ]

         If this  Form  relates  to the  registration  of a class of  securities
pursuant  to Section  12(g) of the  Exchange  Act and is  effective  pursuant to
General Instruction A.(d)(1), check the following box. [ X ]

         Securities  Act  registration  statement file number to which this Form
relates (if applicable): Not Applicable

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

                 Class A Common Stock, par value $.10 per share
- --------------------------------------------------------------------------------
                                (Title of class)


                 Class B Common Stock, par value $.10 per share
 -------------------------------------------------------------------------------
                                (Title of class)








Item 1.  Description of Registrant's Securities to be Registered.

         The description of the Class A Common Stock,  par value $.10 per share,
and the Class B Common  Stock,  par value $.10 per share,  of Bel Fuse Inc. (the
"Company") set forth under the caption  "Proposal  Three - The  Recapitalization
Proposal -- Description of Class A Common Stock and Class B Common Stock" in the
Company's  1998 Proxy  Statement on Schedule 14A filed with the  Securities  and
Exchange Commission is incorporated herein by reference.


Item 2.  Exhibits.

         3.1  Certificate  of  Incorporation  of the  Registrant as currently in
effect.

         3.2  Form of Certificate of  Amendment ("Amendment") to  be filed upon 
the affirmative vote of a  majority of the votes cast by the shareholders of the
Company to  approve  the  Amendment  at the  Company's  1998  Annual  Meeting of
Shareholders.

         3.3  By-laws of the Registrant.*

         4.1  Form of stock certificates evidencing  ownership of Class A Common
Stock and Class B Common Stock. 

- ------------------- 
*  Incorporated  by  reference  to  Exhibit  4.2 to the  Company's  Registration
Statement on Form S-2, File No. 33-16703, filed with the Securities and Exchange
Commission on August 25, 1987.


                                    SIGNATURE

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the registrant  has duly caused this  registration  statement to be
signed on its behalf by the undersigned, thereto duly authorized.



                                             Registrant:  BEL FUSE INC.
                                                          ----------------------

                                                  Date:   July 7, 1998
                                                          ----------------------

                                                    By:   /s/ Daniel Bernstein
                                                          ----------------------
                                                          Daniel Bernstein,
                                                          President

                                                                     EXHIBIT 3.1


                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                  BEL FUSE INC.


         Pursuant  to the  provisions  of  Section  14A:9-5  of the  New  Jersey
Business  Corporation  Act, the  undersigned  corporation  adopts the  following
Restated Certificate of Incorporation:

                                    ARTICLE I

         The name of the corporation is BEL FUSE INC.

                                   ARTICLE II

         The address of the current registered office of the corporation in this
state is 20 Evergreen Place, East Orange, New Jersey 07018.

                                   ARTICLE III

         The name of the current  registered agent therein and in charge thereof
upon whom process  against this  corporation may be served is Robert H. Simandl.

                                   ARTICLE IV

         The number of directors  constituting the current board of directors is
six; the names and  addresses of the current  directors  are as follows:  

       Elliot Bernstein                        80 Riverside Drive 
                                               Rockville Center, New York 11570

      Howard B. Bernstein                      P.O. Box 282
                                               Hazlet, New Jersey  07730

       Robert H. Simandl                       42 Rumson Road
                                               Livingston, New Jersey  07039

        Sidney G. Faber                        260 Madison Avenue
                                               New York, New York  10016

        Seymour Offerman                       109 Prince Street
                                               New York, New York  10012

           Peter Loh                           1-C Middle Road
                                               J. Hotung House
                                               Kowloon, Hong Kong

                                    ARTICLE V

         The objects for which this  corporation  is formed are to engage in any
activity for which  corporations  may be organized under the New Jersey Business
Corporation Act.

                                   ARTICLE VI

         The  total  authorized  capital  stock  of  the  corporation  shall  be
11,000,000 shares consisting of:

         (1) 1,000,000 shares of Preferred Stock,  without nominal or par value;
         and

         (2) 10,000,000 shares of Common Stock, par value $.10 each.

Shares  of  authorized  capital  stock  of each  class  may be  issued  for such
consideration (not less than the par value thereof in the case of stock with par
value) as may be determined from time to time by the board of directors.

         The  voting  powers  and   designations,   preferences   and  relative,
participating,  optional  or  other  special  rights,  and  the  qualifications,
restrictions or limitations thereof are as follows:


         A. PREFERRED  STOCK.  Shares of Preferred Stock may be issued in one or
more series as may be  determined  from time to time by the board of  directors.
Each such  series  shall be  distinctly  designated  by the board of  directors.
Before any  dividends  shall be paid on the Common  Stock,  shares of  Preferred
Stock  of any  series  shall  be  entitled  to  receive  dividends  at the  rate
established for such series by the board of directors.  Before any  distribution
is made with  respect to the  Common  Stock upon  dissolution,  liquidation,  or
winding up of the affairs of the  Corporation,  shares of Preferred Stock of any
series shall be entitled to receive the full amount  payable  upon  dissolution,
liquidation,  or winding up of the affairs of the Corporation specified for such
series by the board of directors in connection with the creation of that series.
Except in respect of the particulars  permitted  hereby to be fixed by the board
of directors for each series  permitted  hereby,  all shares of Preferred  Stock
shall be of equal rank and shall be  identical.  All shares of any one series of
Preferred Stock shall be alike in every particular except that, in the case of a
series entitled to commulative  dividends,  shares issued at different times may
differ as to the dates from which dividends thereon shall be cummulative.

         The preferences and relative, participating, optional and other special
rights of each  series  and the  qualifications,  limitations  and  restrictions
thereof,  if any,  may  differ  from  those  of any  other  series  at any  time
outstanding  to  the  extent  permitted  by  law  and  by  this  certificate  of
incorporation.  The board of directors of the  Corporation  is hereby  expressly
granted  authority to fix, by resolutions  duly adopted prior to the issuance of
any shares of a particular series (to the extent permitted by law in effect when
such  resolutions  are adopted),  the  designations,  preferences  and relative,
participating,  optional  and  other  special  rights  and  the  qualifications,
limitations and restrictions of such series, including the following:

         1. The number of shares constituting such series;

         2. The rate and times at which,  and the terms and conditions on which,
dividends on Preferred Stock of such series will be paid;

         3. The right,  if any,  of the holders of the  Preferred  Stock of such
series to  convert  the same into,  or  exchange  the same for,  shares of other
classes or series of stock of the  Corporation  and the terms and  conditions of
such  conversion  or  exchange,   including  provision  for  adjustment  of  the
conversion  price  or  rate in such  events  as the  board  of  directors  shall
determine;

         4. The redemption  price or prices and the time or times at which,  and
the terms  and  conditions  on  which,  Preferred  Stock of such  series  may be
redeemed;

         5. The rights of the holders of Preferred Stock of such series upon the
voluntary  or  involuntary  dissolution,   liquidation  or  winding  up  of  the
Corporation;

         6. The terms or amount of any sinking fund provided for the purchase or
redemption of the Preferred Stock of such series;

         7. Provisions  making dividends payable with respect to Preferred Stock
of such series cummulative, non-cummulative or partially cummulative;

         8.  Provisions  giving  the  Preferred  Stock of such  series  special,
limited,  multiple or no voting  rights and to specify those voting  rights,  if
any; and

         9. Provisions  making  dividends  payable with respect to the Preferred
Stock  of  such  series  fully  participating,   partially   participating,   or
non-participating.


         B. COMMON STOCK.

         1.  Dividends.  - Subject to the  preferences  and other  rights of the
Preferred  Stock as fixed  in the  resolution  or  resolutions  of the  board of
directors  providing  for the  issue of such  Preferred  Stock,  such  dividends
(payable  in cash,  stock or  otherwise)  as may be  determined  by the board of
directors may be declared and paid out of funds legally available  therefor upon
the Common Stock from time to time.

         2. Rights Upon Liquidation,  Dissolution, or Winding Up. - In the event
of  any  liquidation,   dissolution,  or  winding  up  of  the  affairs  of  the
Corporation;  after  payments  to the  holders  of  Preferred  Stock of the full
amounts to which they are entitled  pursuant to resolution or resolutions of the
board of directors  providing for the issue of such Preferred Stock, the holders
of the Common Stock shall be entitled to share ratably per share without  regard
to  class  in  all  assets  then  remaining   subject  to  distribution  to  the
shareholders.

                                   ARTICLE VII

         The  power to  alter,  amend,  or repeal  the  By-Laws  or to adopt new
By-Laws shall be vested in the Board of Directors;  provided,  however, that any
By-Law or amendment thereto as adopted by the board of directors may be altered,
amended  or  repealed  by  vote of the  shareholders  entitled  to vote  for the
election of Directors, or a new By-Law in lieu thereof may be adopted by vote of
such shareholders. No By-Law which has been altered, amended, or adopted by such
a vote of the  shareholders  may be altered,  amended or repealed by vote of the
directors  until two years shall have expired  since such action by vote of such
shareholders.

                                  ARTICLE VIII

         (1) The  meetings of the  shareholders  shall be held at the  principal
office of the  Corporation or at such other place within the State of New Jersey
as may from time to time be  designated  by the board of directors and stated in
the notice of the meeting.

         (2) The board of directors may hold their meetings  within the State of
New Jersey or outside  the state as may be stated in the notice of the  meeting,
which shall designate the time and place thereof.

         (3) The board of directors may designate from their number an Executive
Committee and Finance  Committee,  and one or more other committees which shall,
in the intervals between its meetings and to the extent provided by the By-Laws,
exercise  all of the powers of the board of  directors so far as it may lawfully
do so in the management of the business and affairs of the corporation.

                                   ARTICLE IX

         Shareholders of the Corporation shall not have any pre-emptive rights.

                                    ARTICLE X

         Except as otherwise provided in the New Jersey Business Corporation Act
or this  Restated  Certificate  of  Incorporation,  any  resolution,  motion  or
corporate action which shall require the vote of shareholders,  including a vote
on:

         (a) an amendment to this Restated Certificate of Incorporation;
                 
         (b) the merger or consolidation of the corporation;
                 
         (c) the  sale,  lease,  exchange  or  other  disposition  of   all,  or
substantially  all,  of the  assets  of the  corporation,  not in the  usual and
regular course of its business; and
             
         (d) the  dissolution  of the  corporation,  shall be  validly  adopted,
authorized or approved by the  affirmative  vote of a majority of the votes cast
by the  holders  of  shares  entitled  to  vote on such  resolution,  motion  or
corporate action.

                                   ARTICLE XI
                 
         A.  Classification  of  Directors.  - The  Board  of  Directors  of the
corporation  shall be divided into three classes (Class 1, Class 2 and Class 3),
the  respective  terms of office of which  shall end in  successive  years.  The
number of  directors  in each class  shall be  consistent  with all  limitations
specified in the by-laws and shall be as nearly  equal as possible.  Unless they
are elected to fill  vacancies,  the directors in each class shall be elected to
hold office until the third  successive  annual  meeting of  shareholders  after
their election and until their successors shall have been elected and qualified.
At each annual meeting of shareholders, the directors of only one class shall be
elected, except directors who may be elected to fill vacancies.
              
         B. Filling of Vacancies in the Board of Directors Caused by an Increase
in the  Number of  Directors.  - Any  directorship  to be filled by reason of an
increase in the number of directors may be filled only by the  affirmative  vote
of  three-quarters  of the directors.  The Board of Directors  shall specify the
class in which a director so elected shall serve. Any director so elected by the
Board of Directors  shall hold office only until the next annual  meeting of the
shareholders  and until his  successor  shall have been  elected and  qualified,
notwithstanding  that the term of office of the other  directors in the class of
which he is a member does not expire at the time of such meeting.  His successor
shall be elected by the  shareholders  to a term of office which shall expire at
the same time as the term of office of the other directors in the class to which
he is elected.

         C. Removal of Directors. - One or more of the directors may be removed,
but only for cause, by the affirmative vote of two-thirds of the shares entitled
to vote for the  election of  directors.  The Board of  Directors,  acting by at
least a two-thirds  affirmative vote of the entire Board, may also remove one or
more  directors,  but  only  for  cause,  and may  suspend  any  director  for a
reasonable  period of time pending a final  determination  that cause exists for
removal.

         D. Amendment. - This Article XI may not be altered, amended or repealed
except by an  affirmative  vote of the  holders  of at least  two-thirds  of the
shares entitled to vote thereon.

                                   ARTICLE XII

         A. Vote Required For Business Combinations.  - In addition to any other
voting requirement imposed by law, by contract,  by this Restated Certificate of
Incorporation,  including  any  amendments  thereto,  and  the  by-laws  of  the
corporation and, except as otherwise  expressly  provided in paragraph B of this
Article  XII,  any  Business  Combination  other  than  a  Business  Combination
involving  the  adoption  of  any  plan  or  proposal  for  the  liquidation  or
dissolution of the corporation shall require the affirmative vote of the holders
of (i) at least 80% of the shares  entitled to vote  thereon and (ii) at least a
majority of the shares entitled to vote thereon excluding shares held by Related
Persons and their Affiliates involved in the Business Combination.  Any Business
Combination  involving a proposed  liquidation or dissolution of the corporation
shall  require  the  affirmative  vote of the holders of (i) at least 80% of the
shares  entitled  to vote  thereon  and (ii) at least a  majority  of the shares
entitled to vote thereon  excluding shares voting in favor of the liquidation or
dissolution held by Relate Persons and their Affiliates.

         B. When Higher Vote is Not Required. - The vote required by paragraph A
of this  Article  XII shall not be  applicable  with  respect to any  particular
Business  Combination if the conditions of either  subparagraphs  (i) or (ii) of
this Article XII(B) are met with respect to such Business Combination,  in which
event such Business  Combination  shall require only such  affirmative  vote (if
any) as is required by law, by contract, by any other provision of this Restated
Certificate  of  Incorporation,  including  any  amendments  thereto,  or by the
by-laws of the corporation.

         (i)  Approval by the Board of  Directors.  - The  Business  Combination
shall have been approved by at least a majority of the  Continuing  Directors of
the corporation at any time prior to its consummation.

         (ii) Price and Form of Consideration; Other Requirements. - Each of the
following conditions shall have been met with respect to the applicable Business
Combination:
                         
              (a) The  aggregate  amount of cash and the Market  Value as of the
         date of a  binding  agreement  for  the  consummation  of the  Business
         Combination of  consideration  other than cash to be received per share
         by holders of  outstanding  capital  stock of the  corporation  in such
         Business  Combination  shall be at least equal to the Minimum Price Per
         Share;
                         
              (b) The  consideration  to be received by holders of each class or
         series of outstanding stock shall be in cash or in the same form as the
         Related Person involved in the Business Combination has previously paid
         for shares of such class or series of stock. If such Related Person has
         paid  for  shares  of  any  class  of  stock  with  varying   forms  of
         consideration,  the form of consideration for such class of stock shall
         be either cash or the form used to acquire the largest number of shares
         of such class of stock previously acquired by the Related Person;

              (c) Such  Related  Person shall not have  acquired any  additional
         shares of the  corporation's  outstanding  voting  stock or  securities
         convertible into or exchangeable for such stock except as a part of the
         transaction  which resulted in such Related  Person  becoming a Related
         Person;

              (d) Prior to the consummation of such Business  Combination,  such
         Related  Person shall not have directly or indirectly  (i) received the
         benefit  (except  proportionately  as  a  shareholder)  of  any  loans,
         advances,  guarantees,  pledges or other  financial  assistance  or tax
         credits provided by the corporation,  or (ii) made or caused to be made
         any  major  change in the  corporation's  business  or  equity  capital
         structure without the unanimous  approval of the Continuing  Directors;
         and

              (e) A  proxy  statement  responsive  to  the  requirements  of the
         Securities  Exchange  Act of 1934 shall have been mailed to all holders
         of the  corporation's  voting  stock  for  the  purpose  of  soliciting
         shareholder approval of such Business Combination. Such proxy statement
         shall  contain  at  the  front  thereof,  in  a  prominent  place,  any
         recommendations  as to  the  advisability  (or  inadvisability)  of the
         Business  Combination which the Continuing  Directors,  or any of them,
         may have furnished in writing and, if deemed advisable by a majority of
         the Continuing Directors,  an opinion of a reputable investment banking
         firm as to the  fairness  (or lack of  fairness)  of the  terms of such
         Business Combination,  from the point of view of the shareholders.  The
         investment  banking  firm  shall  be  selected  by a  majority  of  the
         Continuing  Directors,  furnished  with all  information  it reasonably
         requests and paid a reasonable fee for its services upon receipt by the
         corporation of such opinion.


         C. Determination of Certain Matters. - The Continuing  Directors of the
corporation  shall,  by majority vote,  have the power and duty to determine for
the  purposes of this Article  XII, on the basis of  information  known to them,
after reasonable inquiry, all questions arising thereunder,  including whether a
Person is a Related Person,  the number of shares of capital stock  beneficially
owned by any Person,  whether a Person is an Affiliate of another,  the value of
the net assets which are the subject of any Business Combination,  and the value
of  consideration  to be received for the issuance or transfer of  securities by
the corporation or any of its Subsidiaries in any Business Combination.
                 
         D. No Effect on  Fiduciary  Obligations.  - Nothing  contained  in this
Article XII shall be construed to relieve any Related  Person from any fiduciary
obligation imposed by law.

         E.  Definitions.  - For the purpose of this Article XII, the  following
definitions shall apply:

         "Business Combination" means
                 
         (i) any merger or  consolidation  of the  corporation or any Subsidiary
with or into (A) any Related Person or (B) any other corporation or other person
or entity (whether or not itself a Related  Person) which,  after such merger or
consolidation, would be an Affiliate of a Related Person, or

         (ii) any sale, lease,  exchange,  mortgage,  pledge,  transfer or other
disposition (in one transaction or a series of related  transactions) to or with
any  Related  Person  of  all,  or  substantially  all,  of  the  assets  of the
corporation, if not in the usual and regular course of the business conducted by
the corporation, or
                  
         (iii) the issuance or transfer by the  corporation or any Subsidiary to
any  Related  Person,  other than  pursuant to a public  offering of  securities
registered  with the  Securities  and  Exchange  Commission  and  approved  by a
majority of the  Continuing  Directors,  in exchange for cash,  or securities or
other property (or a combination  thereof) having an aggregate fair market value
of $5,000,000 or more, or

         (iv)  the  adoption  of any plan or  proposal  for the  liquidation  or
dissolution of the corporation, or

         (v) any  reclassification  of securities  (including  any reverse stock
split),  recapitalization,   reorganization,  merger  or  consolidation  of  the
corporation with any of its Subsidiaries or any similar transaction  (whether or
not with or into or otherwise  involving a Related Person) which has the effect,
directly or indirectly, of increasing the proportionate share of the outstanding
shares of any class of equity or  convertible  securities of the  corporation or
any Subsidiary which is directly or indirectly owned by a Related Person.

         "Related  Person" means,  in respect to any Business  Combination,  any
Person (other than the  corporation or any  Subsidiary)  who or which, as of the
record date for the  determination of shareholders  entitled to notice of and to
vote on such Business  Combination,  or immediately prior to the consummation of
such transaction,

         (i) is (together  with all  Affiliates  of such Person) the  beneficial
owner, directly or indirectly,  of not less than 10% of the voting power of this
corporation,  other than any Person who was the  beneficial  owner,  directly or
indirectly,  of not less than 10% of the voting power of this corporation on the
date this Article XII was added to the  corporation's  Restated  Certificate  of
Incorporation, or

         (ii) is an Affiliate of the  corporation and at any time within 3 years
prior thereto was (together  with all  Affiliates of such Person) the beneficial
owner, directly or indirectly,  of not less than 10% of the voting power of this
corporation,  other than any Person who was the  beneficial  owner,  directly or
indirectly,  of not less than 10% of the voting power of this corporation on the
date this Article XII was added to the  corporation's  Restated  Certificate  of
Incorporation, or

         (iii) is an assignee of or has otherwise succeeded to any shares of the
capital  stock of the  corporation  which were at any time  within 3 years prior
thereto  beneficially  owned  by any  Related  Person,  and such  assignment  or
succession  shall  have  occurred  in the course of a  transaction  or series of
transactions  not  involving  a  public  offering  within  the  meaning  of  the
Securities Act of 1933.

         "Affiliate" means any Person that directly or indirectly  controls,  or
is controlled by, or is under common control with, another Person.

         "Person"  means any  individual,  firm,  partnership,  trust,  business
association,  corporation  or other  entity or any  combination  of them  acting
together.

         "Continuing  Director"  means a member  of the Board of  Directors  who
either (i) was first elected as director prior to the date as of which a Related
Person  proposing,  or  involved  in, a  Business  Combination  became a Related
Person, (ii) was designated at the time of his initial election as director as a
Continuing Director by a majority of the then Continuing  Directors or (iii) was
a director at the time the corporation's  Restated  Certificate of Incorporation
was amended to include  this  Article XII. If at any time the Board of Directors
consists of less than two Continuing Directors, then no director on the Board of
Directors will be deemed a Continuing Director.

         "Market Value", in the case of capital stock of the corporation  listed
on an exchange or quoted  (with  respect to closing  sales  information)  on the
National   Association  of  Securities   Dealers   Automated   Quotation  System
("NASDAQ"),  shall  be the  price  of the  last  transaction,  as of the date of
determination,  (i)  effected  on the  principal  exchange on which the stock is
listed or, if not listed on any exchange, (ii) quoted on NASDAQ . In the case of
any  property  other than such  capital  stock,  "Market  Value" shall mean fair
market value.

         "Minimum Price Per Share" means the highest of:

         (i) the highest gross per share price (including brokerage commissions,
transfer  taxes and  soliciting  dealers' fees) paid or agreed to be paid by the
Related Person involved in the applicable Business Combination for any shares of
stock of the corporation or any Subsidiary  acquired or agreed to be acquired by
such Related  Person (x) within the five-year  period  immediately  prior to the
first public announcement of the Business  Combination (the "Announcement Date")
or (y) in the  transaction in which such Related Person became a Related Person,
whichever is higher;
          
         (ii) the Market Value per share on the Announcement Date; or

         (iii) the  Market  Value  per  share on the date on which  the  Related
Person became a Related Person.

         The   calculation   of  the  Minimum  Price  Per  Share  shall  require
appropriate  adjustments for capital  changes,  including,  without  limitation,
stock splits, stock dividends and reverse stock splits.
                
         "Subsidiary"  means any corporation of which a majority of any class of
equity  security (as defined in Rule 3A11-1 of the General Rules and Regulations
under the  Securities  Exchange Act of 1934, as in effect on January 1, 1979) is
owned, directly or indirectly, by the corporation;  provided,  however, that for
the purposes of the  definition  of Related  Person set forth  herein,  the term
"Subsidiary"  shall mean only a corporation of which a majority of each class of
equity security is owned, directly or indirectly, by the corporation.

         F.  Amendment.  - This  Article  XII may  not be  altered,  amended  or
repealed,  except by an  affirmative  vote of the holders of at least 80% of the
shares  entitled  to vote  thereon;  provided  that  such 80% vote  shall not be
required for any  amendment,  alteration,  change or repeal  recommended  to the
shareholders  by a majority  of the whole  Board,  but only if a majority of the
Continuing  Directors  approve the  amendment,  alteration,  change or repeal as
well.

                                  ARTICLE XIII

         In the event of a tender offer or other offer for the securities of the
corporation,  the Board of Directors  shall  consider all relevant  factors with
respect  to the  impact  of the  offer  upon  the  shareholders,  employees  and
customers of the corporation  and upon the  corporation's  subsidiaries  and the
communities  served by the corporation and such  subsidiaries,  and all relevant
financial,  legal and other issues raised by the proposed offer. The Board shall
have the discretion to promote acceptance or encourage  rejection of an offer by
all lawful means in the best interests of the corporation.

                                   ARTICLE XIV

         Every person who is or was a director or officer of the corporation, or
any such  person who  serves or served in any  similar  capacity  with any other
enterprise  at the  request  of the  corporation,  shall be  indemnified  by the
corporation  to the fullest  extent  permitted  by law against all  expenses and
liabilities  reasonably  incurred by or imposed upon him in connection  with any
proceeding to which he may be made,  or  threatened  to be made, a party,  or in
which he may become involved by reason of his being or having been a director or
officer of the corporation, or of serving or having served such other enterprise
in such capacity, whether or not he is a director or officer of the corporation,
or continues to serve such other  enterprise in such  capacity,  at the time the
expenses or liabilities are incurred.
                                  
                                   ARTICLE XV

         So long as  permitted by law, no director of the  corporation  shall be
personally  liable to the corporation or its shareholders for damages for breach
of any  duty  owed  by  such  person  to the  corporation  or its  shareholders;
provided,  however,  that this  Article XV shall not  relieve  any  person  from
liability to the extent  provided by applicable law for any breach of duty based
upon an act or omission  (a) in breach of such  person's  duty or loyalty to the
corporation  or its  shareholders,  (b) not in good faith or involving a knowing
violation  of law or (c)  resulting  in  receipt by such  person of an  improper
personal benefit. No amendment to or repeal of this Article XV and no amendment,
repeal or termination of  effectiveness  of any law authorizing  this Article XV
shall apply to or have any effect on the  liability or alleged  liability of any
director for or with respect to any acts or omissions of such director occurring
prior to such amendment, repeal or termination of effectiveness.

                                   ARTICLE XVI

         So long as permitted by law, no senior officer of the corporation shall
be personally  liable to the  corporation  or its  shareholders  for damages for
breach of any duty owed by such person to the  corporation or its  shareholders;
provided,  however,  that this  Article  XVI shall not  relieve  any person from
liability to the extent  provided by applicable law for any breach of duty based
upon an act or omission  (a) in breach of such  person's  duty of loyalty to the
corporation  or its  shareholders,  (b) not in good faith or involving a knowing
violation  of law or (c)  resulting  in  receipt by such  person of an  improper
personal  benefit.  No  amendment  to or  repeal  of  this  Article  XVI  and no
amendment,  repeal or termination of  effectiveness  of any law authorizing this
Article  XVI shall  apply to or have any  effect  on the  liability  or  alleged
liability of any senior  officer for or with respect to any acts or omissions of
such senior officer occurring prior to such amendment,  repeal or termination of
effectiveness. For purposes of this Article XVI, the term "senior officer" shall
mean the President and any Vice President of the corporation.




                                                                     EXHIBIT 3.2


                            CERTIFICATE OF AMENDMENT

                                       OF

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                  BEL FUSE INC.

                          Pursuant to N.J.S. 14A:9-4(3)

                               Dated: July 9, 1998


         Bel Fuse Inc., a corporation  organized and existing under the Business
Corporation Act of the State of New Jersey (the  "Corporation"),  having adopted
two amendments to its Restated Certificate of Incorporation, does hereby certify
that:

         1. The name of the Corporation is Bel Fuse Inc.

         2. The Corporation's Restated Certificate of Incorporation, as amended,
is further amended by deleting Article VI, Authorized  Capital,  in its entirety
and substituting for it a new Article VI, Authorized  Capital,  establishing two
new classes of common stock, the text of which is as follows:

            "6. Authorized Capital. The total number of shares of all classes of
         capital stock that the Company  shall have  authority to issue shall be
         21,000,000,  consisting of 1,000,000 shares of preferred stock, without
         par value ("Preferred  Stock"),  and 20,000,000 shares of common stock,
         consisting  of  10,000,000  shares of Class A Common  Stock,  par value
         $0.10 per share  ("Class A Common  Stock"),  and  10,000,000  shares of
         Class B Common Stock, par value $0.10 per share ("Class B Common Stock"
         and, together with the Class A Common Stock, "Common Stock").

            6.1. Terms of the Class A Common Stock and Class B Common Stock. The
         powers,  preferences  and  rights of the  Class A Common  Stock and the
         Class  B  Common  Stock,  and  the   qualifications,   limitations  and
         restrictions  thereof,  shall be in all  respects  identical  except as
         otherwise  required  by law or  expressly  provided  in  this  Restated
         Certificate of Incorporation, as amended.

                 6.1.1.  Voting.  Except as  otherwise  provided by the Board of
         Directors in fixing the voting rights of any series of Preferred  Stock
         in  accordance  with  Section  6.2 of this  Article VI or as  otherwise
         required by law or expressly  provided in this Restated  Certificate of
         Incorporation,  voting power in the  election of directors  and for all
         other  purposes  shall be vested  exclusively in the holders of Class A
         Common Stock, and each holder of Class A Common Stock shall be entitled
         to  one   vote  for  each   share  of  Class  A  Common   Stock   held.
         Notwithstanding  anything to the contrary  contained  in this  Restated
         Certificate  of  Incorporation,  no  action  may be taken  without  the
         affirmative  vote of a majority of the votes cast by the holders of the
         outstanding  shares of Class A Common  Stock  with  respect  to any (i)
         amendment of this Restated Certificate of Incorporation, (ii) merger or
         consolidation of the Company with one or more other corporations, (iii)
         sale,  conveyance,  lease,  mortgage,  pledge,  or  exchange  of all or
         substantially  all  of  the  Company's   property  or  assets  or  (iv)
         liquidation,  dissolution,  or  winding  up of the  Company,  except as
         otherwise  provided in the New Jersey  Business  Corporation  Act.  The
         Class B Common Stock shall have no voting rights on any matters  except
         as  otherwise  required by law or expressly  provided in this  Restated
         Certificate of Incorporation.

                 6.1.2. Dividends and Other Distributions.

                 (a) Cash  Dividends.  Cash  dividends  shall be  payable to the
         record holders of Class A Common Stock and Class B Common Stock only as
         and when  declared  by the  Board  of  Directors  out of funds  legally
         available therefor.  Subject to the foregoing,  cash dividends declared
         on shares of Class B Common Stock in any calendar year will not be less
         than 5%  higher  per  share  annually  than the  annual  amount of cash
         dividends per share declared in such calendar year on shares of Class A
         Common  Stock.   Without  limiting  the  provisions  of  the  preceding
         sentence,  the Board of Directors  will not declare a cash  dividend on
         shares of Class A Common  Stock  unless at the same time it  declares a
         cash  dividend on shares of Class B Common  Stock  (payable on the same
         payment  date as the  dividends  then being  declared on Class A Common
         Stock) in an  amount  which,  together  with all  prior  cash  dividend
         payments in the  calendar  year,  is at least 5% greater  than the cash
         dividend then being declared on Class A Common Stock, together with all
         prior cash dividend  payments  declared on Class A Common Stock in such
         calendar  year.  The Board of Directors  may at any time declare a cash
         dividend  on shares of Class B Common  Stock  without  declaring a cash
         dividend on shares of Class A Common Stock.

                 (b) Other  Dividends and  Distributions.  Each share of Class A
         Common  Stock  and  each  share  of Class B  Common  Stock  shall  have
         identical  rights  with  respect  to  dividends  (other  than cash) and
         distributions   (including   distributions   in  connection   with  any
         recapitalization,  and upon  liquidation,  dissolution or winding up of
         the  Company)  when  and as  declared  in the  form of  stock  or other
         property of the Company; provided that dividends or other distributions
         payable on Common  Stock in shares of Common Stock shall be made to all
         holders of Common Stock and may be made only as follows:  (i) in shares
         of Class B Common  Stock to the record  holders of Class A Common Stock
         and to the record holders of Class B Common Stock; or (ii) in shares of
         Class A Common Stock to the record  holders of Class A Common Stock and
         in  shares of Class B Common  Stock to the  record  holders  of Class B
         Common Stock.

                 6.1.3.  Convertibility.  Except as described below, neither the
         Class A Common Stock nor the Class B Common Stock shall be  convertible
         into  another  class of  Common  Stock  or any  other  security  of the
         Company.

                 (a) All  outstanding  shares  of  Class B Common  Stock  may be
         converted  into  shares  of Class A Common  Stock on a  share-for-share
         basis by  resolution  of the Board of Directors  if, as a result of the
         existence of the Class B Common Stock,  either the Class A Common Stock
         or the Class B Common Stock is, or both are, excluded from quotation on
         the  National   Association  of  Securities  Dealers,   Inc.  Automated
         Quotation System National Market System (the  "NASDAQ/NMS") or, if such
         shares are quoted on another  national  quotation system or listed on a
         national  securities  exchange,  from trading on the principal national
         quotation  system or principal  national  securities  exchange on which
         such securities are traded.

                 (b) All  outstanding  shares of Class B Common  Stock  shall be
         immediately  converted  into  shares  of  Class  A  Common  Stock  on a
         share-for-share  basis if at any time the number of outstanding  shares
         of Class A Common Stock as reflected on the stock  transfer  records of
         the Company  falls  below 10% of the  aggregate  number of  outstanding
         shares of Common  Stock.  For  purposes  of the  immediately  preceding
         sentence,  any shares of Common Stock repurchased or otherwise acquired
         by the  Company  and  held  as  treasury  shares  shall  not be  deemed
         "outstanding" from and after the date of acquisition.

                 (c) In the event of any  conversion of the Class B Common Stock
         pursuant to subsection (a) or (b) of this Section  6.1.3,  certificates
         that formerly  represented  outstanding  shares of Class B Common Stock
         will thereafter be deemed to represent a like number of shares of Class
         A Common  Stock  and all  shares  of Common  Stock  authorized  by this
         Restated  Certificate of Incorporation  shall be deemed to be shares of
         Class A Common Stock.

                 6.1.4. Class B Protection.

                 (a) If, at any time after the  effective  time of the amendment
         of Article VI which  first  authorizes  the  issuance of Class A Common
         Stock and Class B Common Stock (the  "Effective  Time"),  any Person or
         group, other than a 4% Shareholder (in each case as hereinafter defined
         in  this  Section  6.1.4),  acquires  beneficial  ownership  of  shares
         representing  10% or more of the number of then  outstanding  shares of
         Class A  Common  Stock,  and  such  Person  or  group  (a  "Significant
         Shareholder")  does not  then  beneficially  own an  equal  or  greater
         percentage of all then outstanding shares of Common Stock, all of which
         Common Stock must have been  acquired by such Person or group after the
         Effective Time, such Significant  Shareholder must, within a ninety-day
         period beginning the day after becoming a Significant Shareholder, make
         a public cash tender offer to acquire additional shares of Common Stock
         as provided in this Section 6.1.4 (a "Class B Protection Transaction").
         The 10%  ownership  threshold of the number of shares of Class A Common
         Stock which  triggers a Class B Protection  Provision may not be waived
         by the Board of Directors,  nor may this  threshold be amended  without
         shareholder  approval,  including a majority  vote of the votes cast by
         the then  outstanding  shares of Class B Common Stock entitled to vote,
         tabulated separately as a class.

                 (b) In each Class B  Protection  Transaction,  the  Significant
         Shareholder  must make a public cash tender  offer to acquire  from the
         holders  of Class B Common  Stock at least  that  number of  additional
         shares of Class B Common Stock (the "Additional  Shares") determined by
         (i) multiplying  the percentage of the number of outstanding  shares of
         Class A Common Stock that are beneficially owned and acquired after the
         Effective Time by such  Significant  Shareholder by the total number of
         shares of Class B Common Stock  outstanding  on the date such Person or
         group became a Significant Shareholder,  and (ii) subtracting therefrom
         the number of shares of Class B Common Stock beneficially owned by such
         Significant  Shareholder  on the date  such  Person  or group  became a
         Significant  Shareholder  and which were  acquired  after the Effective
         Time (as  adjusted  for  stock  splits,  stock  dividends  and  similar
         recapitalizations). The Significant Shareholder must acquire all shares
         of Class B Common Stock  validly  tendered and not withdrawn or, if the
         number of shares of Class B Common  Stock  tendered to the  Significant
         Shareholder,  and not withdrawn,  exceeds the number of shares required
         to be acquired  pursuant to this subparagraph (b), the number of shares
         acquired  from each  tendering  holder  shall be pro rata  based on the
         percentage that the number of shares tendered by such shareholder bears
         to the  total  number  of  shares  tendered  and not  withdrawn  by all
         tendering holders.

                 (c) The cash offer price for any Additional  Shares required to
         be purchased by the  Significant  Shareholder  pursuant to this Section
         6.1.4 shall be the greatest of: (i) the highest price per share paid by
         the  Significant  Shareholder for any Class A Common Share or any share
         of Class B Common Stock during the six-month  period ending on the date
         such Person or group became a Significant  Shareholder (or such shorter
         period after the Effective Time if the date such Person or group became
         a  Significant  Shareholder  is not more than six months  following the
         Effective  Time; and (ii) the highest  reported bid price for any share
         of Class A Common Stock or Class B Common Stock  (whichever  is higher)
         on the  NASDAQ/NMS  (or  such  other  quotation  system  or  securities
         exchange  constituting the principal trading market for either class of
         Common Stock) on the business day  preceding  the date the  Significant
         Shareholder  makes the tender offer required by this Section 6.1.4. For
         purposes  of  subparagraph  (d)  below,  the  applicable  date for each
         calculation  required by clauses (i) and (ii) of the preceding sentence
         shall be the date on which the Significant Shareholder becomes required
         to  engage  in the  Class  B  Protection  Transaction  for  which  such
         calculation is required. In the event that the Significant  Shareholder
         has acquired  shares of Class A Common Stock or Class B Common Stock in
         the six-month  period ending on the date such Person or group becomes a
         Significant Shareholder for consideration other than cash, the value of
         such  consideration per share of Class A Common Stock or Class B Common
         Stock,  as the case may be, shall be as determined in good faith by the
         Board of Directors.

                 (d) A Class B Protection  Transaction shall also be required to
         be  effected  by  any  Significant   Shareholder  each  time  that  the
         Significant  Shareholder  acquires after the Effective Time  beneficial
         ownership  of an  additional  amount of shares of Class A Common  Stock
         equal to or greater  than the next  higher  integral  multiple of 5% in
         excess of 10% (e.g., 20%, 25%, 30%, etc.) of the outstanding  shares of
         Class A Common Stock and such Significant Shareholder does not then own
         an equal or greater  percentage of all then outstanding shares of Class
         B Common Stock that such  Significant  Shareholder  acquired  after the
         Effective Time. Such Significant Shareholder would be required to offer
         to buy that number of Additional  Shares  prescribed by the formula set
         forth above;  provided that, for purposes of such formula,  the date on
         which the  Significant  Shareholder  acquired the next higher  integral
         multiple of 5% of the  outstanding  shares of Class A Common Stock will
         be  deemed  to be the  date on which  such  Person  or  group  became a
         Significant Shareholder.

                 (e) If a Significant  Shareholder  fails to make a tender offer
         required by the Class B Protection  Provisions,  or to purchase validly
         tendered and not withdrawn shares (after proration, if any), the voting
         rights of all of the shares of Class A Common Stock  beneficially owned
         by such Significant Shareholder which were acquired after the Effective
         Time will be  automatically  suspended  until  completion  of a Class B
         Protection  Transaction  or until  divestiture  of the excess shares of
         Class A Common Stock that  triggered  such  requirement.  To the extent
         that the  voting  power  of any  shares  of Class A Common  Stock is so
         suspended,  such shares will not be  included in the  determination  of
         aggregate voting shares for any purpose.

                 (f) Neither the Class B Protection Transaction  requirement nor
         the related  possibility  of suspension of voting rights applies to any
         increase in percentage beneficial ownership of shares of Class A Common
         Stock  resulting  solely from a change in the total number of shares of
         Class A Common Stock  outstanding,  provided that any acquisition after
         such change which results in any Person or group having  acquired after
         the Effective Time beneficial  ownership,  of 10% or more of the number
         of then outstanding  shares of Class A Common Stock (or, after the last
         acquisition  which  triggered the  requirement for a Class B Protection
         Transaction,  additional  shares  of Class A Common  Stock in an amount
         equal to the next  higher  integral  multiple  of 5% in  excess  of the
         number of shares of Class A Common  Stock  then  outstanding)  shall be
         subject to any Class B Protection Transaction requirement that would be
         otherwise imposed pursuant to this Section 6.1.4.

                 (g) In connection  with  subparagraphs  (a) through (d) and (f)
         above,  the following  shares of Class A Common Stock shall be excluded
         for the  purpose  of  determining  the  shares of Class A Common  Stock
         beneficially  owned or  acquired by any Person or group but not for the
         purpose of determining shares outstanding:

                     (i) shares beneficially owned by such Person or group, (or,
         in the case of a group,  shares  beneficially owned by Persons that are
         members of such group) immediately after the Effective Time:

                     (ii) shares  acquired by will or by the laws of descent and
         distribution,  or by gift  that is made in good  faith  and not for the
         purpose  of  circumventing  the Class B  Protection  Provisions,  or by
         termination  or  revocation of a trust or similar  arrangement  or by a
         distribution  from a trust  or  similar  arrangement  if such  trust or
         similar  arrangement was created,  and such termination,  revocation or
         distribution  occurred or was  effected,  in good faith and not for the
         purpose  of  circumventing  the Class B  Protection  Provisions,  or by
         reason of the  ability of a secured  party  (following  a  default)  to
         exercise  voting  rights with respect to, or to dispose of, shares that
         had been pledged in good faith as security for a bona fide loan,  or by
         foreclosure of a bona fide pledge which secures a bona fide loan;

                     (iii) shares acquired upon issuance or sale by the Company;

                     (iv)  shares  acquired by  operation  of law  (including  a
         merger or consolidation effected for the purpose of recapitalizing such
         Person or  reincorporating  such  Person in  another  jurisdiction  but
         excluding  a  merger  or  consolidation  effected  for the  purpose  of
         acquiring another Person);

                     (v) shares  acquired  in  exchange  for  Common  Stock by a
         holder of Common Stock (or by a parent,  lineal  descendant or donee of
         such holder of Common  Stock who  received  such Common Stock from such
         holder) if the Common  Stock so  exchanged  was acquired by such holder
         directly  from the  Company as a  dividend  on shares of Class A Common
         Stock;

                     (vi) shares  acquired  by a plan of the  Company  qualified
         under Section 401(a) of the Internal  Revenue Code of 1986, as amended,
         or  any  successor  provision  thereto,  or  acquired  by  reason  of a
         distribution from such a plan;

                     (vii)  shares  beneficially  owned  by a  Person  or  group
         immediately  after the Effective Time which are thereafter  acquired by
         an  Affiliate  of  such  Person  or  group  (or by the  members  of the
         immediate family (or trusts for the benefit thereof) or any such Person
         or Affiliate) or by a group which  includes such Person or group or any
         such Affiliate; and

                     (viii) shares acquired  indirectly  through the acquisition
         of securities,  or all or substantially  all of the assets, of a Person
         that has a class of its equity  securities  registered under Section 12
         (or any successor provision) of the Securities Exchange Act of 1934, as
         amended (the "1934 Act").

         Notwithstanding  anything to the contrary  contained in this 6.1.4,  no
         Person (and no group  including  such  Person)  shall be deemed to have
         acquired after the Effective Time beneficial ownership of any shares of
         Class A Common Stock owned by any other Person solely by reason of such
         Person  being or  becoming an officer,  director,  executive,  trustee,
         executor,  custodian,  guardian,  and/or  other  similar  fiduciary  or
         employee of or for such other Person under  circumstances  not intended
         to circumvent the provisions of this Section 6.1.4.

                 (h) In connection  with  subparagraphs  (a) through (d) and (f)
         above, for purposes of calculating the number of shares of Common Stock
         beneficially owned or acquired by a Person or group:

                     (i) shares of Common Stock acquired by gift shall be deemed
         to be  beneficially  owned by such  Person or member of a group if such
         gift was made in good faith and not for the  purpose  of  circumventing
         the operations of this Section 6.1.4; and

                     (ii) only  shares of Common  Stock  owned of record by such
         Person  or member  of a group or held by  others  as  nominees  of such
         Person or member of a group and identified as such to the Company shall
         be deemed to be  beneficially  owned by such Person or group  (provided
         that shares of Common Stock with respect to which such Person or member
         of a group has sole  investment  and voting power shall be deemed to be
         beneficially owned thereby).

                 (i) All  calculations  with  respect to  percentage  beneficial
         ownership  of issued and  outstanding  shares of either class of Common
         Shares shall be based upon the number of issued and outstanding  shares
         reported  by the  Company on the last to be filed of (i) the  Company's
         most recent Annual Report on Form 10-K, (ii) its most recent  Quarterly
         Report on Form 10-Q,  (iii) its most recent Current Report on Form 8-K,
         and (iv) its most  recent  definitive  proxy  statement  filed with the
         Securities and Exchange Commission.

                 (j) For purposes of this Section 6.1.4, the term "Person" means
         any individual,  partnership, joint venture, limited liability company,
         corporation,  association, trust, incorporated organization, government
         or  governmental  department  or agency or any other entity (other than
         the Company).  Subject to subparagraphs (g) and (h) above,  "beneficial
         ownership" shall be determined  pursuant to Rule 13d-3 (as in effect of
         February 1, 1996)  promulgated under the 1934 Act, and the formation of
         existence of a "group"  shall be  determined  pursuant to Rule 13d-5(b)
         (as in effect on May 1, 1998)  promulgated  under the 1934 Act, in each
         case subject to the following additional qualifications:

                     (i) relationships by blood or marriage between or among any
         Persons will not  constitute any of such Persons as a member or a group
         with  any  such  other  Person(s),  absent  affirmative  attributes  of
         concerted action; and

                     (ii)  any  Person  acting  in his  official  capacity  as a
         director or officer of the Company shall not be deemed to  beneficially
         own  shares  where  such  ownership  exists  solely  by  virtue of such
         Person's  status as a trustee (or  similar  position)  with  respect to
         shares held by plans or trusts for the general  benefit of employees or
         former  employees  of the  Company,  and actions  taken or agreed to be
         taken by a Person in such Person's  official  capacity as an officer or
         director of the  Company  will not cause such Person to become a member
         of a group with any other Person.

         For purposes of this Section 6.1.4,  an "Affiliate" of any Person means
         any other Person directly or indirectly controlling of controlled by or
         under direct or indirect common control with such Person.  For purposes
         of this  definition,  "control" when used with respect to any specified
         Person means the  possession of the power to direct the  management and
         policies of such Person,  directly or indirectly,  whether  through the
         ownership of voting securities, by contract or otherwise; and the terms
         controlling and controlled have meanings  correlative to the foregoing.
         For purposes of this Section 6.1.4, "4%  Shareholder"  means any Person
         that,  alone or  together  with any  Affiliate,  or any  member  of the
         immediate family (or trusts for the benefit thereof) of any such Person
         or  Affiliate,  beneficially  owned at June 9, 1998, at least 4% of the
         aggregate number of shares of Existing Common Stock then outstanding.

                 6.1.5.  Merger and  Consolidation.  In the event of a merger or
         consolidation  of the Company with or into another  entity  (whether or
         not the Company is the surviving entity), the holders of Class B Common
         Stock  shall  be  entitled  to  receive  the  same  amount  and form of
         consideration  per  share  as  the  per-share  consideration,  if  any,
         received  by any holder of the Class A Common  Stock in such  merger or
         consolidation.

                 6.1.6.  Subdivision  of  Shares.  If the  Company  shall in any
         manner split,  subdivide or combine the  outstanding  shares of Class A
         Common Stock or Class B Common  Stock,  the  outstanding  shares of the
         other  such  class  of  Common  Stock  shall be  proportionally  split,
         subdivided  or combined in the same manner and on the same basis as the
         outstanding  shares of the other class of Common Stock have been split,
         subdivided or combined.

                 6.1.7.  Power  to  Sell  and  Purchase  Shares.  The  Board  of
         Directors  shall have the power to cause the  Company to issue and sell
         all or any part of any class of stock herein or hereafter authorized to
         such  persons,  firms,  associations  or  corporations,  and  for  such
         consideration,  as the Board of Directors  shall from time to time,  in
         its discretion,  determine,  whether or not greater consideration could
         be  received  upon the  issue or sale of the same  number  of shares of
         another  class,  and as  otherwise  permitted  by  law.  The  Board  of
         Directors shall have the power to cause the Company to purchase, out of
         funds  legally  available  therefor,  any  class  of  stock  herein  or
         hereafter  authorized  from  such  persons,   firms,   associations  or
         corporations,  and for such  consideration,  as the Board of  Directors
         shall from time to time, in its discretion,  determine,  whether or not
         less  consideration  could be paid upon the purchase of the same number
         of shares of another class, and as otherwise permitted by law.

                 6.1.8.  Increase or Decrease in Number of Shares. The number of
         authorized shares of Class B Common Stock may be increased or decreased
         (but  not  below  the  number  of  shares  then   outstanding)  by  the
         affirmative  vote of a majority of the votes cast by the holders of the
         outstanding shares of the Class A Common Stock.

            6.2. Preferred Stock. The Board of Directors shall have the power by
         resolution to (i) provide for the issuance of shares of Preferred Stock
         in series,  (ii)  determine the number of shares in any such series and
         (iii) fix the designations, preferences,  qualifications,  limitations,
         restrictions,  and special or relative rights of the Preferred Stock or
         any series thereof.

            6.3 Reclassification. Upon this Certificate of Amendment of Restated
         Certificate of Incorporation,  as amended,  becoming effective pursuant
         to the New Jersey Business  Corporation Act (the "Effective Time"), and
         without  any  further  action  on  the  part  of  the  Company  or  its
         shareholders,  each share of the  Company's  Common  Stock then  issued
         (including  shares held in the treasury of the Company) (the  "Existing
         Common Stock"), shall be automatically  converted into and reclassified
         as (i) one-half (1/2) of a fully paid and non-assessable share of Class
         A  Common  Stock,   and  (ii)  one-half  (1/2)  of  a  fully  paid  and
         non-assessable  share of Class B Common  Stock.  Any stock  certificate
         that,  immediately  prior to the Effective Time,  represents  shares of
         Existing  Common  Stock,  will,  from and  after  the  Effective  Time,
         automatically  and without the  necessity  of  presenting  the same for
         exchange,  represent  that number of shares of Class A Common Stock and
         Class B Common Stock equal,  in each case,  to the product  obtained by
         multiplying  (a) the number of shares of Common  Stock  represented  by
         such  certificate  prior to the Effective  Time by (b) one-half  (1/2);
         provided,  however,  that no fractional shares of Common Stock shall be
         issued to any holder of the  Existing  Common Stock or reflected on the
         transfer  records of the Company (based upon the number of shares owned
         by such holder regardless of the number of certificates  issued to such
         holder) by reason of the reclassification  provided for herein. As soon
         as practicable  after the Effective Time, the Company's  transfer agent
         shall mail a letter of  transmittal  to each record holder who would be
         entitled  to receive a half share of Common  Stock.  In lieu of issuing
         half shares, the Company shall pay to each holder of such a half share,
         upon delivery of a properly executed letter of transmittal  accompanied
         by a stock  certificate,  an amount in cash equal to the greater of (i)
         the average closing price per share of the Common Stock on the National
         Association of Securities  Dealers,  Inc.  Automated  Quotation  System
         National  Market  System  for  the  fifteen  trading  days  immediately
         preceding  the date on which the  Effective  Time  occurs  and (ii) the
         closing price per share of Common Stock on the National  Association of
         Securities  Dealers,  Inc.  Automated  Quotation System National Market
         System on the trading day  immediately  preceding  the  Effective  Time
         occurs.

            3. The  Corporation's  Restated  Certificate  of  Incorporation,  as
amended, is further amended by deleting Article X in its entirety.

            4. The date of the adoption of the  amendments by the  Corporation's
shareholders was July 9, 1998.

            5. The  number of shares  entitled  to vote for the  amendments  was
5,202,245.

            6. The number of shares voted for and against the amendments were as
follows: 
                    For: __________

                    Against: __________

            7. Upon the effective date of this  Certificate  of Amendment,  each
existing  share of common  stock,  par value  $.10 per share  ("Existing  Common
Stock"), shall automatically be reclassified as one-half share of Class A Common
Stock, par value $.10 per share ("Class A Common Stock"), and one -half share of
Class B Common Stock,  par value $.10 per share ("Class B Common  Stock").  Each
certificate  evidencing  ownership  of Existing  Common  Stock  shall,  upon the
effective date of this Certificate of Amendment, be deemed to evidence ownership
of the shares of Class A Common  Stock and Class B Common Stock into which those
shares of Existing Common Stock will have been automatically  reclassified.  The
Corporation  shall  issue  stock  certificates  to  each  of  the  Corporation's
shareholders evidencing his or her ownership of Class A Common Stock and Class B
Common  Stock  upon the  surrender  by each  shareholder  of stock  certificates
evidencing ownership of the Existing Common Stock.






                  IN  WITNESS   WHEREOF,   the   Corporation   has  caused  this
certificate  to be executed on its behalf by its duly  authorized  officer as of
the date first above written.


                                                BEL FUSE INC.


                                                By: ____________________________
                                                    Daniel Bernstein, President







                                                                     EXHBIT 4.1

                       SPECIMEN COMMON STOCK CERTIFICATES


          NUMBER              [LOGO] bel                       SHARES
          A                          BEL FUSE INC.

             INCORPORATED UNDER THE LAWS OF THE STATE OF NEW JERSEY


                                             CUSIP 077347201
                                   SEE REVERSE FOR CERTAIN DEFINITIONS


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

THIS CERTIFIES THAT
is the owner of

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

      FULLY-PAID AND NONASSESSABLE SHARES OF THE CLASS A COMMON STOCK, PAR
                     VALUE $.10 PER SHARE, OF BEL FUSE INC.

transferable only on the books of the Corporation by the holder hereof in person
or by duly  authorized  attorney  upon  surrender of this  Certificate  properly
endorsed.  This  Certificate and the shares  represented  thereby are issued and
shall  be  held  subject  to  all  of  the  provisions  of  the  Certificate  of
Incorporation  of the Corporation and all amendments  thereto and the By-Laws of
the  Corporation,  to all of which the  holder of this  Certificate  assents  by
acceptance  hereof.  This  Certificate is not valid unless  countersigned by the
Transfer Agent and Registrar.

     IN WITNESS WHEREOF,  the said Corporation has caused this Certificate to be
signed  by the  facsimile  signatures  of its  duly  authorized  officers  and a
facsimile of its corporate seal to be hereunto affixed.

DATED


/S/ COLIN W. DUNN         [SEAL OF BEL FUSE INC.]   /S/ DANIEL BERNSTEIN
- ------------------------                           ----------------------
    Colin W. Dunn                                       Daniel Bernstein
      Treasurer                                           President

Countersigned and Registered:
   Continental Stock Transfer & Trust Company
       (Jersey City, N.J.)

Transfer Agent
  and Registrar


- ---------------------
Authorized Officer


                                 BEL FUSE, INC.

               The  Corporation  will furnish  without  charge to
               each stockholder who so requests the designations,
               preferences and relative, participating,  optional
               or other special  rights of each class of stock or
               series  thereof  of  this  Corporation,   and  the
               qualifications,  limitations  or  restrictions  of
               such preferences  and/or rights.  Such request may
               be  made  to the  Corporation  or to the  Transfer
               Agent.


     The following  abbreviations,  when used in the  inscription on the face of
this  certificate,  shall be  construed  as though they were written out in full
according to applicable laws or regulations:
 
     TEN COM  -- as tenants in common      UNIF GIFT MIN ACT----Custodian-------
     TEN ENT  -- as tenants by the entireties               (Cust)       (Minor)
     JT TEN   -- as joint tenants with             under Uniform Gifts to Minors
                 right of survivorship and         Act ---------------
                 not as tenants in common                  (State)

    Additional abbreviations may also be used though not in the above list.

          FOR VALUE RECEIVED, ------ hereby sell, assign and transfer unto

     PLEASE INSERT SOCIAL SECURITY OR OTHER
        IDENTIFYING NUMBER OF ASSIGNEE
     [                                  ]
     [                                  ]


- --------------------------------------------------------------------------------
            [PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE]

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

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

- --------------------------------------------------------------------------SHARES
of the capital stock represented by the within Certificate, and do hereby 
irrevocable constitute and appoint

- ------------------------------------------------------------------------Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.


Dated-------------------------


                         -------------------------------------------------------
                 NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND 
                         WITH THE NAME AS WRITTEN UPON THE FACE OF THE 
                         CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
                         OR ENLARGEMENT OR ANY CHANGE WHATEVER.

                         -------------------------------------------------------
SIGNATURE(S) GUARANTEED: THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
                         GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS 
                         AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
                         IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
                         PURSUANT TO S.E.C. RULE 17Ad-15.    


                        

          NUMBER              [LOGO] bel                       SHARES
          B                          BEL FUSE INC.

             INCORPORATED UNDER THE LAWS OF THE STATE OF NEW JERSEY


                                             CUSIP 077347300
                                   SEE REVERSE FOR CERTAIN DEFINITIONS


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

THIS CERTIFIES THAT
is the owner of

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

      FULLY-PAID AND NONASSESSABLE SHARES OF THE CLASS B COMMON STOCK, PAR
                     VALUE $.10 PER SHARE, OF BEL FUSE INC.

transferable only on the books of the Corporation by the holder hereof in person
or by duly  authorized  attorney  upon  surrender of this  Certificate  properly
endorsed.  This  Certificate and the shares  represented  thereby are issued and
shall  be  held  subject  to  all  of  the  provisions  of  the  Certificate  of
Incorporation  of the Corporation and all amendments  thereto and the By-Laws of
the  Corporation,  to all of which the  holder of this  Certificate  assents  by
acceptance  hereof.  This  Certificate is not valid unless  countersigned by the
Transfer Agent and Registrar.

     IN WITNESS WHEREOF,  the said Corporation has caused this Certificate to be
signed  by the  facsimile  signatures  of its  duly  authorized  officers  and a
facsimile of its corporate seal to be hereunto affixed.

DATED


/S/ COLIN W. DUNN         [SEAL OF BEL FUSE INC.]   /S/ DANIEL BERNSTEIN
- ------------------------                           ----------------------
    Colin W. Dunn                                       Daniel Bernstein
      Treasurer                                           President

Countersigned and Registered:
   Continental Stock Transfer & Trust Company
       (Jersey City, N.J.)

Transfer Agent
  and Registrar


- ---------------------
Authorized Officer


                                 BEL FUSE, INC.

               The  Corporation  will furnish  without  charge to
               each stockholder who so requests the designations,
               preferences and relative, participating,  optional
               or other special  rights of each class of stock or
               series  thereof  of  this  Corporation,   and  the
               qualifications,  limitations  or  restrictions  of
               such preferences  and/or rights.  Such request may
               be  made  to the  Corporation  or to the  Transfer
               Agent.


     The following  abbreviations,  when used in the  inscription on the face of
this  certificate,  shall be  construed  as though they were written out in full
according to applicable laws or regulations:
 
     TEN COM  -- as tenants in common      UNIF GIFT MIN ACT----Custodian-------
     TEN ENT  -- as tenants by the entireties               (Cust)       (Minor)
     JT TEN   -- as joint tenants with             under Uniform Gifts to Minors
                 right of survivorship and         Act ---------------
                 not as tenants in common                  (State)

    Additional abbreviations may also be used though not in the above list.

          FOR VALUE RECEIVED, ------ hereby sell, assign and transfer unto

     PLEASE INSERT SOCIAL SECURITY OR OTHER
        IDENTIFYING NUMBER OF ASSIGNEE
     [                                  ]
     [                                  ]


- --------------------------------------------------------------------------------
            [PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE]

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

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

- --------------------------------------------------------------------------SHARES
of the capital stock represented by the within Certificate, and do hereby 
irrevocable constitute and appoint

- ------------------------------------------------------------------------Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.


Dated-------------------------


                         -------------------------------------------------------
                 NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND 
                         WITH THE NAME AS WRITTEN UPON THE FACE OF THE 
                         CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
                         OR ENLARGEMENT OR ANY CHANGE WHATEVER.

                         -------------------------------------------------------
SIGNATURE(S) GUARANTEED: THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
                         GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS 
                         AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
                         IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
                         PURSUANT TO S.E.C. RULE 17Ad-15.