content: <PAGE>   1
                              
  
  
  
  
            As filed with the Securities and Exchange Commission on June 20, 1996.
                                                Registration No. ________________
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                             -------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                             -------------------------
  
  
                               BERG ELECTRONICS CORP.
               (Exact Name of Registrant as Specified in Its Charter)
  <TABLE>
    <S>                                                       <C>
                       DELAWARE                                               75-2451903
            (State or Other Jurisdiction                                  (I.R.S. Employer
         of Incorporation or Organization)                               Identification No.)
  
                                                                             JAMES N. MILLS
                                                                        101 SOUTH HANLEY ROAD
                101 SOUTH HANLEY ROAD                                ST. LOUIS, MISSOURI  63105
             ST. LOUIS, MISSOURI  63105                                     (314) 726-1323
    (Address, Including Zip Code, of Registrant's             (Name, Address, Including Zip Code, and
              Principal Executive Offices)                      Telephone Number, Including Area Code, of
                                                                           Agent for Service)
  </TABLE>
  
  
               BERG ELECTRONICS HOLDINGS CORP. 1993 STOCK OPTION PLAN
                              (Full Title of the Plan)
  
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ==================================================================================================================================
                                                             Proposed Maximum        Proposed Maximum
          Title of Securities            Amount to be         Offering Price             Aggregate               Amount of
         to be Registered (1)           Registered (1)         Per Share (2)        Offering Price (2)       Registration Fee
  - ----------------------------------------------------------------------------------------------------------------------------------
            <S>                         <C>                       <C>                   <C>                       <C>
             Common Stock,
            $.01 Par Value              504,370 Shares            $24.875               $12,546,204               $4,327
  ==================================================================================================================================
  </TABLE>
  
  
  (1)      Shares of common stock, $.01 par value per share ("Common Stock"), of
           Berg Electronics Corp. (the "Company") being registered hereby relate
           to the Company's 1993 Stock Option Plan.  Pursuant to Rule 416(a)
           promulgated under the Securities Act of 1933, as amended (the
           "Securities Act"), there is also being registered an indeterminate
           amount of additional shares of Common Stock as may become issuable as
           a result of stock splits, stock dividends or similar transactions.
  
  (2)      In accordance with section (h)(1) of Rule 457 promulgated under the
           Securities Act, calculated on the basis of the average of the high and
           low prices of the Common Stock as reported on the New York Stock
           Exchange on June 18, 1996.
  ================================================================================
  
  <PAGE>   2
  
  
  
  
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents are incorporated by reference in this
  Registration Statement:
  
           (a)     The Company's Annual Report on Form 10-K for the year ended
  December 31, 1995;
  
           (b)     All other reports filed by the Company pursuant to Section
  13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
  "Exchange Act"), since the end of the fiscal year covered by the Annual Report
  on Form 10-K referred to in (a) above; and
  
           (c)     The description of the Company's Common Stock, which is
  contained in the Company's Registration Statement on Form 8-A (File No.
  1-14080) filed under Section 12(b) of the Exchange Act on November 9, 1995,
  including any amendments or reports filed for the purpose of updating such
  description.
  
           All documents subsequently filed by the Company pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment to this Registration Statement that indicates that all
  of the shares of Common Stock offered have been sold or which deregisters all
  of such shares then remaining unsold, shall be deemed to be incorporated by
  reference in this Registration Statement and to be a part hereof from the date
  of filing of such documents.  Any statement incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Registration Statement to the extent that a statement
  contained herein or in any other subsequently filed document modifies or
  supersedes such statement.  Any such statement so modified or superseded shall
  not be deemed, except as so modified or superseded, to constitute a part of
  this Registration Statement.
  
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  
  
  
  
                                        II-1
  <PAGE>   3
  
  
  
  
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Company is incorporated in Delaware.  Under Section 145 of the
  General Corporation Law of the State of Delaware, a Delaware corporation has
  the power, under specified circumstances and subject to certain limitations, to
  indemnify its directors, officers, employees and agents in connection with
  actions, suits or proceedings brought against them by a third party or in the
  right of the corporation, by reason of the fact that they were or are such
  directors, officers, employees or agents, against liabilities and expenses
  incurred in any such action, suit, or proceeding.  Article Tenth of the
  Certificate of Incorporation of the Company provides for mandatory
  indemnification of directors and officers to the fullest extent permitted by
  the General Corporation Law of the State of Delaware.
  
           Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Company pursuant to the foregoing provisions, or otherwise, the Company
  has been advised that in the opinion of the Securities and Exchange Commission
  such indemnification is against public policy as expressed in the Securities
  Act and is, therefore, unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than the payment by the Company
  of expenses incurred or paid by a director, officer or controlling person
  thereof in the successful defense of any action, suit or proceeding) is
  asserted by such director, officer or controlling person in connection with the
  securities being registered pursuant to this Registration Statement, the
  Company will, unless in the opinion of counsel the matter has been settled by
  controlling precedent, submit to a court of appropriate jurisdiction the
  question whether such indemnification by it is against public policy as
  expressed in the Securities Act and will be governed by the final adjudication
  of such issue.
  
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  
  ITEM 8.  EXHIBITS.
  
  4.1      Certificate of Incorporation of Berg Electronics Corp. (f/k/a Berg
           Electronics Group, Inc.; f/k/a Berg Electronics Holdings Corp.; f/k/a
           Berg CS Holdings, Inc.), together with amendments thereto.  (Filed
           previously as an exhibit to the Company's Registration Statement on
           Form S-1 (File No. 33-98240), and incorporated by reference herein).
  
  
  
  
  
                                        II-2
  <PAGE>   4
  
  
  
  
  
  4.2      Certificate of Amendment to Certificate of Incorporation, dated
           February 29, 1996, of Berg Electronics Corp.  (Filed previously as an
           exhibit to the Berg Electronics Corp. Form 10-K for the year ended
           December 31, 1995, and incorporated by reference herein).
  
  4.3      Amended and Restated Bylaws of Berg Electronics Corp.  (Filed
           previously as an exhibit to the Company's Registration Statement on
           Form S-1 (File No. 33-98240), and incorporated by reference herein).
  
  4.4      1993 Stock Option Plan.*
  
  5.       Opinion of Weil, Gotshal & Manges LLP.*
  
  23.1     Consent of Arthur Andersen LLP.*
  
  23.2     Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5).
  
  24.      Power of Attorney (see pages II-5 and II-6 of this Registration
           Statement).
  
  _______________________________
  
  *        Filed herewith.
  
  
  ITEM 9.  UNDERTAKINGS.
  
           (a)     The undersigned hereby undertakes:
  
                   (1)      To file, during any period in which offers or sales
                            are being made, a post-effective amendment to this
                            Registration Statement to include any material
                            information with respect to the plan of distribution
                            not previously disclosed in this Registration
                            Statement or any material change to such information
                            in this Registration Statement.
  
                   (2)      That, for the purpose of determining any liability
                            under the Securities Act, each such post-effective
                            amendment shall be deemed to be a new registration
                            statement relating to the securities offered therein,
                            and the offering of such securities at that time
                            shall be deemed to be the initial bona fide offering
                            thereof.
  
                   (3)      To remove from registration by means of a
                            post-effective amendment any of the securities being
                            registered which remain unsold at the termination of
                            the offering.
  
  
  
  
  
                                        II-3
  <PAGE>   5
  
  
  
  
  
           (b)     The undersigned hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the Company's
  annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
  incorporated by reference in this Registration Statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           (c)     See Item 6.
  
  
             [The remainder of this page is intentionally left blank.]
  
  
  
  
  
                                        II-4
  <PAGE>   6
  
  
  
  
  
                                     SIGNATURES
  
           The Registrant.  Pursuant to the requirements of the Securities Act of
  1933, the registrant certifies that it has reasonable grounds to believe that
  it meets all of the requirements for filing on Form S-8 and has duly caused
  this Registration Statement to be signed on its behalf by the undersigned,
  thereunto duly authorized, in the City of Clayton, State of Missouri, on this
  20th day of June, 1996.
  
                             BERG ELECTRONICS CORP.
  
  
  
                             By: /s/ DAVID M. SINDELAR
                                 ------------------------------------------------
                                 David M. Sindelar
                                 Senior Vice President and Chief Financial Officer
  
  
           Each person whose signature to this Registration Statement appears
  below hereby appoints David M. Sindelar as his attorney-in-fact to sign on his
  behalf individually and in the capacity stated below and to file all
  post-effective amendments to this Registration Statement, which amendments may
  make such changes in and additions to this Registration Statement as such
  attorney-in-fact may deem necessary or appropriate.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
                      Signature                                      Title                          Date
               <S>                                 <C>                                        <C>
                 /s/ JAMES N. MILLS                Chairman of the Board of Directors and     June 20, 1996
   ----------------------------------------------  Chief Executive Officer (Principal                     
                   James N. Mills                  Executive Officer)                
                                                                                     
  
                /s/ DAVID M. SINDELAR              Senior Vice President and Chief            June 20, 1996
   ----------------------------------------------  Financial Officer (Principal Financial                                           
                  David M. Sindelar                Officer) 
                                                               
  
               /s/ JOSEPH S. CATANZARO             Chief Accounting Officer                   June 20, 1996
   ----------------------------------------------  (Principal Accounting Officer)                          
                 Joseph S. Catanzaro                                                  
  
  
                 /s/ THOMAS O. HICKS               Director                                   June 20, 1996
   ----------------------------------------------                                                          
                   Thomas O. Hicks
  
  
                 /s/ ROBERT N. MILLS               Director, President and Chief Operating    June 20, 1996
   ----------------------------------------------  Officer                                                 
                   Robert N. Mills                                  
  
  </TABLE>
  
  
  
  
                                        II-5
  <PAGE>   7
  
  
  
  
  
  <TABLE>
  <CAPTION>
                      Signature                                      Title                          Date
                <S>                                                 <C>                       <C>
                 /s/ CHARLES W. TATE                                Director                  June 20, 1996
   ----------------------------------------------                                                          
                   Charles W. Tate
  
                /s/ RICHARD W. VIESER                               Director                  June 20, 1996
   ----------------------------------------------                                                          
                  Richard W. Vieser
  
  
                /s/ KENNETH F. YONTZ                                Director                  June 20, 1996
   ----------------------------------------------                                                          
                  Kenneth F. Yontz
  
  </TABLE>
  
  
  
  
                                        II-6
  <PAGE>   8
  
  
  
  
  
                                   EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
  
     Exhibit 
       No.      Description 
     -------    ----------- 
        <S>     <C>
         4.1    Certificate of Incorporation of Berg Electronics Corp. (f/k/a Berg
                Electronics Group, Inc.; f/k/a Berg Electronics Holdings Corp.; f/k/a
                Berg CS Holdings, Inc.), together with amendments thereto.  (Filed
                previously as an exhibit to the Company's Registration Statement on Form
                S-1 (File No. 33-98240), and incorporated by reference herein).
  
         4.2    Certificate of Amendment to Certificate of Incorporation, dated February
                29, 1996, of Berg Electronics Corp.  (Filed previously as an exhibit to
                the Berg Electronics Corp. Form 10-K for the year ended December 31,
                1995, and incorporated by reference herein).
  
         4.3    Amended and Restated Bylaws of Berg Electronics Corp.  (Filed previously
                as an exhibit to the Company's Registration Statement on Form S-1 (File
                No. 33-98240), and incorporated by reference herein).
  
         4.4    1993 Stock Option Plan.
  
         5.     Opinion of Weil, Gotshal & Manges LLP.
  
        23.1    Consent of Arthur Andersen LLP.
  
        23.2    Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5).
  
        24.     Power of Attorney (see pages II-5 and II-6 of this Registration
                Statement).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8  1993 STOCK OPTION PLAN", "secsgml_size_bytes": 17278}]
metadata_filer: {"company-data": {"conformed-name": "BERG ELECTRONICS CORP /DE/", "cik": "0000904900", "assigned-sic": "3678", "irs-number": "752451903", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06401", "film-number": "96583480"}, "business-address": {"street1": "101 S HANLEY RD", "city": "ST LOUIS", "state": "MO", "zip": "63105", "phone": "3147261323"}, "mail-address": {"street1": "101 S HANLEY RD", "street2": "STE 400", "city": "ST LOUIS", "state": "MO", "zip": "63105"}, "former-company": {"former-conformed-name": "BERG ELECTRONICS  CORP  /DE/", "date-changed": "19951120"}}
text: 1
                              
  
            As filed with the Securities and Exchange Commission on June 20, 1996.
                                                Registration No. ________________
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                             -------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                             -------------------------
  
                               BERG ELECTRONICS CORP.
               (Exact Name of Registrant as Specified in Its Charter)
  DELAWARE                                               75-2451903
            (State or Other Jurisdiction                                  (I.R.S. Employer
         of Incorporation or Organization)                               Identification No.)
  
                                                                             JAMES N. MILLS
                                                                        101 SOUTH HANLEY ROAD
                101 SOUTH HANLEY ROAD                                ST. LOUIS, MISSOURI  63105
             ST. LOUIS, MISSOURI  63105                                     (314) 726-1323
    (Address, Including Zip Code, of Registrant's             (Name, Address, Including Zip Code, and
              Principal Executive Offices)                      Telephone Number, Including Area Code, of
                                                                           Agent for Service)
  BERG ELECTRONICS HOLDINGS CORP. 1993 STOCK OPTION PLAN
                              (Full Title of the Plan)
  
                          CALCULATION OF REGISTRATION FEE
  ==================================================================================================================================
                                                             Proposed Maximum        Proposed Maximum
          Title of Securities            Amount to be         Offering Price             Aggregate               Amount of
         to be Registered (1)           Registered (1)         Per Share (2)        Offering Price (2)       Registration Fee
  - ----------------------------------------------------------------------------------------------------------------------------------
  Common Stock,
            $.01 Par Value              504,370 Shares            $24.875               $12,546,204               $4,327
  ==================================================================================================================================
  (1)      Shares of common stock, $.01 par value per share ("Common Stock"), of
           Berg Electronics Corp. (the "Company") being registered hereby relate
           to the Company's 1993 Stock Option Plan.  Pursuant to Rule 416(a)
           promulgated under the Securities Act of 1933, as amended (the
           "Securities Act"), there is also being registered an indeterminate
           amount of additional shares of Common Stock as may become issuable as
           a result of stock splits, stock dividends or similar transactions.
  
  (2)      In accordance with section (h)(1) of Rule 457 promulgated under the
           Securities Act, calculated on the basis of the average of the high and
           low prices of the Common Stock as reported on the New York Stock
           Exchange on June 18, 1996.
  ================================================================================
  2
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents are incorporated by reference in this
  Registration Statement:
  
           (a)     The Company's Annual Report on Form 10-K for the year ended
  December 31, 1995;
  
           (b)     All other reports filed by the Company pursuant to Section
  13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
  "Exchange Act"), since the end of the fiscal year covered by the Annual Report
  on Form 10-K referred to in (a) above; and
  
           (c)     The description of the Company's Common Stock, which is
  contained in the Company's Registration Statement on Form 8-A (File No.
  1-14080) filed under Section 12(b) of the Exchange Act on November 9, 1995,
  including any amendments or reports filed for the purpose of updating such
  description.
  
           All documents subsequently filed by the Company pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment to this Registration Statement that indicates that all
  of the shares of Common Stock offered have been sold or which deregisters all
  of such shares then remaining unsold, shall be deemed to be incorporated by
  reference in this Registration Statement and to be a part hereof from the date
  of filing of such documents.  Any statement incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Registration Statement to the extent that a statement
  contained herein or in any other subsequently filed document modifies or
  supersedes such statement.  Any such statement so modified or superseded shall
  not be deemed, except as so modified or superseded, to constitute a part of
  this Registration Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
                                        II-1
  3
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Company is incorporated in Delaware.  Under Section 145 of the
  General Corporation Law of the State of Delaware, a Delaware corporation has
  the power, under specified circumstances and subject to certain limitations, to
  indemnify its directors, officers, employees and agents in connection with
  actions, suits or proceedings brought against them by a third party or in the
  right of the corporation, by reason of the fact that they were or are such
  directors, officers, employees or agents, against liabilities and expenses
  incurred in any such action, suit, or proceeding.  Article Tenth of the
  Certificate of Incorporation of the Company provides for mandatory
  indemnification of directors and officers to the fullest extent permitted by
  the General Corporation Law of the State of Delaware.
  
           Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Company pursuant to the foregoing provisions, or otherwise, the Company
  has been advised that in the opinion of the Securities and Exchange Commission
  such indemnification is against public policy as expressed in the Securities
  Act and is, therefore, unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than the payment by the Company
  of expenses incurred or paid by a director, officer or controlling person
  thereof in the successful defense of any action, suit or proceeding) is
  asserted by such director, officer or controlling person in connection with the
  securities being registered pursuant to this Registration Statement, the
  Company will, unless in the opinion of counsel the matter has been settled by
  controlling precedent, submit to a court of appropriate jurisdiction the
  question whether such indemnification by it is against public policy as
  expressed in the Securities Act and will be governed by the final adjudication
  of such issue.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
  4.1      Certificate of Incorporation of Berg Electronics Corp. (f/k/a Berg
           Electronics Group, Inc.; f/k/a Berg Electronics Holdings Corp.; f/k/a
           Berg CS Holdings, Inc.), together with amendments thereto.  (Filed
           previously as an exhibit to the Company's Registration Statement on
           Form S-1 (File No. 33-98240), and incorporated by reference herein).
  
                                        II-2
  4
  
  4.2      Certificate of Amendment to Certificate of Incorporation, dated
           February 29, 1996, of Berg Electronics Corp.  (Filed previously as an
           exhibit to the Berg Electronics Corp. Form 10-K for the year ended
           December 31, 1995, and incorporated by reference herein).
  
  4.3      Amended and Restated Bylaws of Berg Electronics Corp.  (Filed
           previously as an exhibit to the Company's Registration Statement on
           Form S-1 (File No. 33-98240), and incorporated by reference herein).
  
  4.4      1993 Stock Option Plan.*
  
  5.       Opinion of Weil, Gotshal & Manges LLP.*
  
  23.1     Consent of Arthur Andersen LLP.*
  
  23.2     Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5).
  
  24.      Power of Attorney (see pages II-5 and II-6 of this Registration
           Statement).
  
  _______________________________
  
  *        Filed herewith.
  
  ITEM 9.  UNDERTAKINGS.
  
           (a)     The undersigned hereby undertakes:
  
                   (1)      To file, during any period in which offers or sales
                            are being made, a post-effective amendment to this
                            Registration Statement to include any material
                            information with respect to the plan of distribution
                            not previously disclosed in this Registration
                            Statement or any material change to such information
                            in this Registration Statement.
  
                   (2)      That, for the purpose of determining any liability
                            under the Securities Act, each such post-effective
                            amendment shall be deemed to be a new registration
                            statement relating to the securities offered therein,
                            and the offering of such securities at that time
                            shall be deemed to be the initial bona fide offering
                            thereof.
  
                   (3)      To remove from registration by means of a
                            post-effective amendment any of the securities being
                            registered which remain unsold at the termination of
                            the offering.
  
                                        II-3
  5
  
           (b)     The undersigned hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the Company's
  annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
  incorporated by reference in this Registration Statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           (c)     See Item 6.
  
             [The remainder of this page is intentionally left blank.]
  
                                        II-4
  6
  
                                     SIGNATURES
  
           The Registrant.  Pursuant to the requirements of the Securities Act of
  1933, the registrant certifies that it has reasonable grounds to believe that
  it meets all of the requirements for filing on Form S-8 and has duly caused
  this Registration Statement to be signed on its behalf by the undersigned,
  thereunto duly authorized, in the City of Clayton, State of Missouri, on this
  20th day of June, 1996.
  
                             BERG ELECTRONICS CORP.
  
                             By: /s/ DAVID M. SINDELAR
                                 ------------------------------------------------
                                 David M. Sindelar
                                 Senior Vice President and Chief Financial Officer
  
           Each person whose signature to this Registration Statement appears
  below hereby appoints David M. Sindelar as his attorney-in-fact to sign on his
  behalf individually and in the capacity stated below and to file all
  post-effective amendments to this Registration Statement, which amendments may
  make such changes in and additions to this Registration Statement as such
  attorney-in-fact may deem necessary or appropriate.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  Signature                                      Title                          Date
  /s/ JAMES N. MILLS                Chairman of the Board of Directors and     June 20, 1996
   ----------------------------------------------  Chief Executive Officer (Principal                     
                   James N. Mills                  Executive Officer)                
                                                                                     
  
                /s/ DAVID M. SINDELAR              Senior Vice President and Chief            June 20, 1996
   ----------------------------------------------  Financial Officer (Principal Financial                                           
                  David M. Sindelar                Officer) 
                                                               
  
               /s/ JOSEPH S. CATANZARO             Chief Accounting Officer                   June 20, 1996
   ----------------------------------------------  (Principal Accounting Officer)                          
                 Joseph S. Catanzaro                                                  
  
                 /s/ THOMAS O. HICKS               Director                                   June 20, 1996
   ----------------------------------------------                                                          
                   Thomas O. Hicks
  
                 /s/ ROBERT N. MILLS               Director, President and Chief Operating    June 20, 1996
   ----------------------------------------------  Officer                                                 
                   Robert N. Mills
  II-5
  7
  Signature                                      Title                          Date
  /s/ CHARLES W. TATE                                Director                  June 20, 1996
   ----------------------------------------------                                                          
                   Charles W. Tate
  
                /s/ RICHARD W. VIESER                               Director                  June 20, 1996
   ----------------------------------------------                                                          
                  Richard W. Vieser
  
                /s/ KENNETH F. YONTZ                                Director                  June 20, 1996
   ----------------------------------------------                                                          
                  Kenneth F. Yontz
  II-6
  8
  
                                   EXHIBIT INDEX
  Exhibit 
       No.      Description 
     -------    -----------
  4.1    Certificate of Incorporation of Berg Electronics Corp. (f/k/a Berg
                Electronics Group, Inc.; f/k/a Berg Electronics Holdings Corp.; f/k/a
                Berg CS Holdings, Inc.), together with amendments thereto.  (Filed
                previously as an exhibit to the Company's Registration Statement on Form
                S-1 (File No. 33-98240), and incorporated by reference herein).
  
         4.2    Certificate of Amendment to Certificate of Incorporation, dated February
                29, 1996, of Berg Electronics Corp.  (Filed previously as an exhibit to
                the Berg Electronics Corp. Form 10-K for the year ended December 31,
                1995, and incorporated by reference herein).
  
         4.3    Amended and Restated Bylaws of Berg Electronics Corp.  (Filed previously
                as an exhibit to the Company's Registration Statement on Form S-1 (File
                No. 33-98240), and incorporated by reference herein).
  
         4.4    1993 Stock Option Plan.
  
         5.     Opinion of Weil, Gotshal & Manges LLP.
  
        23.1    Consent of Arthur Andersen LLP.
  
        23.2    Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5).
  
        24.     Power of Attorney (see pages II-5 and II-6 of this Registration
                Statement).