UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                  SCHEDULE l3D
                    Under the Securities Exchange Act of 1934


                           Artesyn Technologies, Inc.
--------------------------------------------------------------------------------
                                (Name of Issuer)

                          Common Stock, $0.01 par value
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    043127109
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                         Colin W. Dunn, Vice President
                                  Bel Fuse Inc.
                              206 Van Vorst Street
                          Jersey City, New Jersey 07302
                                 (201) 432-0463
--------------------------------------------------------------------------------
                 (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                September 1, 2004
--------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)


If the filing person has previously  filed a statement on Schedule l3G to report
the  acquisition  that is the subject of this  Schedule  13D, and is filing this
schedule because of Sections 240.13d-1(e),  240.13d-1(f) or 240.13d-1(g),  check
the following box. [ ]

Note:  Schedules  filed in paper format shall include a signed original and five
copies of the schedule,  including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).




Cusip No.    043127109
--------------------------------------------------------------------------------
  1)   Names of Reporting Persons.  I.R.S. Identification Nos. of  above persons
       (entities only):

                Bel Fuse Inc.,  IRS Identification No. 22-1463699
--------------------------------------------------------------------------------
  2)   Check the Appropriate Box if a Member of a Group (See Instructions):
             (a)                [      ]
             (b)                [      ]
--------------------------------------------------------------------------------
  3)   SEC Use Only
--------------------------------------------------------------------------------
  4)   Source of Funds (See Instructions):  WC
--------------------------------------------------------------------------------
  5)   Check if  Disclosure of  Legal Proceedings is  Required Pursuant to Items
       2(d) or 2(e):
--------------------------------------------------------------------------------
  6)   Citizenship or Place of Organization:    New Jersey
--------------------------------------------------------------------------------
        Number of                        7) Sole Voting Power:         2,037,500
                                            ------------------------------------
        Shares Beneficially              8) Shared Voting Power:
                                            ------------------------------------
        Owned by
        Each Reporting                   9) Sole Dispositive Power:    2,037,500
                                            ------------------------------------
        Person With                     10) Shared Dispositive Power:
                                            ------------------------------------
--------------------------------------------------------------------------------
  11)  Aggregate Amount Beneficially Owned by Each Reporting Person:
                   2,037,500
--------------------------------------------------------------------------------
  12)  Check if the Aggregate Amount in Row (11) Excludes Certain Shares  (See
       Instructions):
--------------------------------------------------------------------------------
  13)  Percent of Class Represented by Amount in Row (11):     5.2%
--------------------------------------------------------------------------------
  14)  Type of Reporting Person (See Instructions):      CO
--------------------------------------------------------------------------------


Item 1.   Security and Issuer
          -------------------

          This  statement on Schedule 13D (the  "Schedule  13D")  relates to the
shares of  common  stock,  $0.01 par value  (the  "Common  Stock"),  of  Artesyn
Technologies,  Inc.  (the  "Company"),  whose  principal  executive  offices are
located at 7900 Glades Road, Suite 500, Boca Raton, Florida 33434-4105.


Item 2.   Identity and Background
          -----------------------

          Bel Fuse Inc. ("Bel") is a  corporation  organized  under  the laws of
the State of New Jersey.  Bel is engaged in the design,  manufacture and sale of
products  used  in  networking,   telecommunication,   automotive  and  consumer
electronic  applications.  Bel maintains its principal  executive offices at 206





Van Vorst Street,  Jersey City, New Jersey 07302. Attached hereto is an Appendix
to Item 2 setting forth the name,  present  principal  occupation or employment,
the current  business  address and  citizenship  of each  director and executive
officer of Bel.

          Neither Bel nor, to the best of its knowledge, any of its directors or
executive  officers  has,  during the last five years,  (a) been  convicted in a
criminal  proceeding  (excluding traffic violations or similar  misdemeanors) or
(b) been a party to a civil proceeding of a judicial or  administrative  body of
competent  jurisdiction as a result of which such entity or person was or is now
subject to a judgment,  decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.


Item 3.   Source and Amount of Funds or Other Consideration
          -------------------------------------------------

          In a series of  transactions  from July 29, 2004 through  September 1,
2004, Bel, through its wholly-owned  subsidiary,  Bel Ventures Inc., acquired an
aggregate of 2,037,500 shares of Common Stock of the Company through open-market
purchases.  Bel paid an aggregate of  $16,339,780.91  (which amount includes the
cost of  commissions)  for these  shares of Common  Stock of the  Company out of
working  capital.  The  respective  dates of acquisition of the shares of Common
Stock, the amount of shares of Common Stock purchased in each such  acquisition,
and the purchase price per share with respect to each such  acquisition  are set
forth below:

      Date of Acquisition       Number of Shares Purchased       Price Per Share
      -------------------       --------------------------       ---------------
           07/29/04                        30,000                  $7.5000
           07/29/04                       266,700                   7.5435
           07/30/04                        15,000                   7.4250
           08/02/04                         5,000                   7.4950
           08/03/04                        95,000                   7.3748
           08/04/04                        19,000                   7.2600
           08/05/04                        50,500                   7.4401
           08/06/04                       103,500                   7.2190
           08/09/04                        80,000                   7.3122
           08/10/04                        40,000                   7.4660
           08/11/04                        85,000                   7.4453
           08/12/04                       100,000                   7.4985
           08/13/04                        85,000                   7.4959
           08/19/04                       152,500                   8.3385
           08/23/04                       200,000                   8.4500
           08/24/04                       160,000                   8.4338
           08/25/04                       150,000                   8.4667
           08/26/04                        10,000                   8.4500
           08/27/04                        15,000                   8.4600
           08/30/04                       207,800                   8.5947
           08/31/04                        40,000                   8.4900
           09/01/04                        95,000                   8.5350
           09/01/04                        32,500                   8.2992





Item 4.   Purpose of Transaction
          ----------------------

          By letter dated  August 31, 2004,  set forth as Exhibit 1 (the "August
Letter"),  Bel informally approached the Company to discuss the possibility of a
merger  involving Bel and the Company.  The proposal in the August Letter is not
intended to be a formal exchange offer for Company  shares,  nor does it reflect
any  intention by Bel to commence  such an offer  without  first  receiving  the
consent of the Company's Board of Directors.  As of the date of this filing, the
Company has not responded to the August Letter. Bel has attempted to contact the
Company for a response.  Given the difficult conditions confronting the State of
Florida  in the wake of  Hurricane  Frances,  however,  Bel has been  unable  to
contact the Chairman/Chief Executive Officer.

          Bel intends to closely  evaluate the  performance of the Common Stock,
including,  but not limited to, analyzing and evaluating the Company's business,
assets,  operations,  financial  condition,  capital  structure,  management and
prospects.   Depending  upon  the  Company's  financial  condition,  results  of
operations and future prospects, the Company's response to the August Letter and
other factors which Bel deems  relevant,  Bel may, and hereby reserves the right
to, (i)  acquire  additional  shares of Common  Stock of the Company or sell the
shares Bel owns,  (ii)  communicate  with other  shareholders  of the Company or
persons  who may desire to become  shareholders  of the  Company  regarding  the
pursuit  of a  possible  change  of  control  transaction  and/or  change in the
composition  of the Board of  Directors,  (iii)  seek to amend the  Articles  of
Incorporation  or  By-laws  of the  Company  to alter  the size of the  Board of
Directors  and/or for any other  purpose,  (iv) solicit  proxies,  to be used at
either the Company's regular annual meeting or at a special meeting, or consents
in lieu of any such  meeting,  for the purposes  described in (iii) above or for
the  election of one or more  nominees of Bel and/or other  shareholders  to the
Board of Directors  of the Company,  (v) seek to cause the Company to merge with
or into,  consolidate with,  transfer all or substantially all of its assets to,
or  otherwise  engage in any  business  combination  with,  one or more  parties
(whether or not affiliated with or otherwise related to Bel), or (vi) take such
other action as Bel may determine.


Item 5.   Interest in Securities of the Issuer
          ------------------------------------

          Based upon information set forth in the Company's  Quarterly Report on
Form 10-Q for the fiscal  quarter  ended June 25,  2004,  there were  39,199,251
shares of Common Stock outstanding as of July 23, 2004. As of September 1, 2004,
Bel beneficially owned an aggregate of 2,037,500 shares of Common Stock, or 5.2%
of the outstanding shares of Common Stock.

          Bel has the  sole  power  to vote or to  direct  the vote and the sole
power to dispose or to direct the disposition of all 2,037,500  shares of Common
Stock beneficially owned by it.

          Except as described in Item 3 of this  Schedule  13D,  during the past
sixty days, there were no purchases of the shares of Common Stock, or securities
convertible  into or  exchangeable  for  shares of Common  Stock,  by Bel or any
person  or  entity  controlled  by Bel or any  person  or  entity  for which Bel
possesses  voting  control over the  securities  thereof.  During such sixty day
period,  there  were no sales of the  shares  of  Common  Stock,  or  securities





convertible  into or  exchangeable  for  shares of Common  Stock,  by Bel or any
person  or  entity  controlled  by Bel or any  person  or  entity  for which Bel
possesses voting control over the securities thereof.

          No other  person is known by Bel to have the right to  receive  or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Common Stock beneficially owned by Bel.


Item 6.   Contracts, Arrangements, Understandings or Relationships  with Respect
          to Securities of the Issuer
          ----------------------------------------------------------------------

          No contracts,  arrangements,  understandings or similar  relationships
exist with respect to the  securities of the Company  between Bel and any person
or entity,  other than an engagement letter agreement (the "Engagement  Letter")
between Bel and Stephens Inc. (the "Advisor"), dated September 1, 2004. Pursuant
to the Engagement  Letter, Bel has retained the Advisor to assist the Company in
analyzing its investment in Artesyn. The Advisor, if requested, will also assist
the  Company in  structuring  and  analyzing  the  financial  implications  of a
potential business combination, joint venture or other business transaction with
Artesyn.  The Engagement Letter obligates Bel to pay the Advisor fees that would
be customary for such assistance.  A copy of the Engagement  Letter is set forth
as Exhibit 2 to this filing.

          The  descriptions  of the  letters  and  agreements  set forth in this
Schedule  13D are  qualified  in their  entirety by  reference  to the  complete
letters and agreements governing such matters, each of which are incorporated by
reference to this Schedule 13D as exhibits pursuant to Item 7 hereof.


Item 7.   Material to Be Filed as Exhibits
          --------------------------------

          1.  Letter, dated August 31, 2004, from Bel Fuse Inc. to the  Company.

          2.  Engagement  Letter  Agreement,  dated  September  1, 2004,  by and
between the Company and Stephens Inc.





                                    Signature
                                    ---------

           After  reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.


                                           September 9, 2004


                                           BEL FUSE INC.


                                           By:/s/ Colin W. Dunn
                                              ----------------------------------
                                              Name:   Colin W. Dunn
                                              Title:  Vice President


      Attention: Intentional misstatements or omissions of fact constitute
                Federal criminal violations (See 18 U.S.C. 1001).










                               Appendix to Item 2


                                                             
Name and Address*                     Position with                 Principal Employment
                                      Bel Fuse Inc.                 and Address of Employer
-------------------------------    -------------------------    ---------------------------------------

Daniel Bernstein**                    Executive Officer             President and Chief Executive
                                      and Director                  Officer of Bel Fuse Inc.
-------------------------------    -------------------------    ------------------------------------------

Howard Bernstein                      Director                      Retired
21 Big Beech Lane
Colts Neck, NJ  07722
-------------------------------    -------------------------    ------------------------------------------

Colin Dunn**                          Executive Officer             Vice President Finance, Treasurer
                                                                    and Secretary of Bel Fuse Inc.
-------------------------------    -------------------------    ------------------------------------------

Joseph Meccariello***                 Executive Officer             Vice President of Manufacturing, Bel
                                                                    Fuse Inc.
-------------------------------    -------------------------    ------------------------------------------

Joseph Tweedy                         Director                      Independent consultant
26 Huron Road
Floral Park, NY 11001
-------------------------------    -------------------------    ------------------------------------------

Robert H. Simandl                     Director                      Attorney
(see employer address)
                                                                    24 North 3rd Avenue, Highland Park,
                                                                    NJ  08904
-------------------------------    -------------------------    ------------------------------------------

Peter Gilbert                         Director                      Director of PCA Aerospace, Inc.
(see employer address)                                              Executive VP of PCA Industries, LLC
                                                                    1818 East Rosslynn Avenue
                                                                    Fullerton, CA 92831
-------------------------------    ------------------------     ------------------------------------------

John S. Johnson                       Director                      Independent consultant for various
P.O. Box 1164                                                       companies, including Bel Fuse Inc.
Queeche, VT  05059
-------------------------------    ------------------------     ------------------------------------------

Avi Eden                              Director                      Independent consultant
335 South 16th Street
Philadelphia, PA 19102
-------------------------------    ------------------------     ------------------------------------------

Dwayne Vasquez**                      Executive Officer             Vice President of Sales
                                                                    of Bel Fuse Inc.
-------------------------------    ------------------------     ------------------------------------------

Dennis Ackerman**                     Executive Officer             Vice President of Operation of
                                                                    Bel Fuse Inc.
-------------------------------    ------------------------     ------------------------------------------


*   All of the Directors and Executive Officers of Bel Fuse Inc. are citizens of
    the United States. Colin Dunn has dual citizenship and is also an Australian
    citizen.
**  Employer address is 206 Van Vorst Street, Jersey City, New Jersey 07302
*** Employer address 8/F, 8 Luk Hop Street, San Po Kong, Kowloon, Hong Kong





                                    Exhibit 1
                                    ---------


Bel
Components for a
Connected Planet
                                                                   Bel Fuse Inc.
                                                            206 Van Vorst Street
                                                     Jersey City, NJ  07302  USA
                                                                 www.belfuse.com
                                                                tel 201.432.0463
                                                                fax 201.432.9542

August 31, 2004

Mr. Joseph M. O'Donnell
Chairman, Chief Executive Officer and President
Artesyn Technologies Inc
7900 Glades Road, Suite 500
Boca Raton, FL 33434

Dear Mr. O'Donnell:

I am writing following our earlier conversation in which I informed you that Bel
would shortly be filing a 13-D relating to its  acquisition of Artesyn stock and
proposed  that we enter into  discussions  to merge  Artesyn and Bel in order to
create a premier supplier to the computing and communications industry.

We have a wonderful  opportunity  to create a company  that is far  stronger and
more valuable than either Artesyn or Bel can be standing  alone. To this end, we
are proposing a stock for stock merger in which Bel would issue 0.265 of a share
of its  Class B common  stock  for each  share of  Artesyn  stock.  Based on our
closing price today,  the proposed  transaction has a total equity value of over
$520 million,  assuming  approximately  52.0 million Artesyn shares  outstanding
after the conversion of the  convertible  notes and the exercise of in-the-money
options.  This offer  represents a premium of about 26% over  Artesyn's  average
closing price for the last thirty trading days. (It should be noted that we have
accounted  for  approximately  25% of the total volume of Artesyn stock over the
last  several  weeks.  During  this  time,   Artesyn's  stock  price  has  risen
approximately   12%.  We  feel  that  our  purchases  have  been  a  significant
contributor to this recent increase in value.)

The  combined   company  would  be  a  leading   vendor  of  a  broad  array  of
electro-mechanical  components and subsystems to most of the leading  computing,
networking and  telecommunications  companies in the world. While both companies
have a long  history of serving  the market  leaders in these  industries,  this
expanded breadth of product offering is increasingly  important as many of these
companies are now looking to reduce their vendor base to a smaller number of key
suppliers.  This  combination  of companies  would clearly  emerge as one of the
world's leading  electro-mechanical  vendors. Both companies have a strong track
record of technology  leadership coupled with  cost-effective  manufacturing and
focus on serving the market leaders.

Because of our common  approach to the  market,  we see many  opportunities  for
improvements  in  operating  performance,  generating  new  business  and  other
combination  benefits.  We  believe  that not only will  these  benefits  create





enormous value for the shareholders of both companies, but we are also convinced
that our expanded  product  offering and improved  operating  efficiencies  will
prove valuable to our collective customers. Together, we will be best positioned
to meet our respective competitive challenges.

Bel has a stable and  respected  management  team with a strong  track record of
creating both shareholder and customer value through its recent acquisitions. In
fact,  our shares have  consistently  outperformed  many leading stock  indices,
including the S&P 500 and the NASDAQ Composite Index,  over the last five years.
While these indices have shown  negative  returns  during this time period,  Bel
stock has  appreciated by about 140%.  Given the  historical  performance of our
Company and the strength of our balance sheet, we strongly believe that a merger
of Artesyn and Bel would,  both in the  near-term and  long-term,  provide a far
superior return to Artesyn's  stockholders than would otherwise be achieved.  In
addition,  our Class B common stock currently pays a quarterly dividend of $0.05
per share,  and under the terms of our  proposal we would plan to maintain  this
dividend.

The Bel management team  understands and  appreciates  Artesyn's  stature in the
market and the relationship the company has built with strategic  customers.  We
also know and respect many of the talented  managers and  executives  at Artesyn
whom we envision would also play a key role in managing the combined company. In
addition,  we would welcome a number of mutually  agreed upon directors from the
Artesyn Board joining the Board of the combined company.

Our  proposal  at this time is not  intended to be a formal  exchange  offer for
Artesyn  shares,  nor does it reflect any  intention by Bel to commence  such an
offer without first receiving the consent of the Artesyn Board of Directors.  We
are  ready  to  undertake  a  mutual  due  diligence  review  at  your  earliest
convenience  and to meet with your team to negotiate a  transaction.  We believe
that it would be in the best interest of our respective shareholders,  customers
and  employees to complete the merger in a timely  fashion and believe that with
your  cooperation we could complete the transaction  within the current calendar
year.  To that point,  we are  confident  that all  necessary  approvals  can be
obtained  in a  reasonable  time  period and expect  that a  combination  of our
companies  would  have  no  significant   contingencies   other  than  customary
conditions that would be included in the definitive merger  agreement.  In order
to facilitate a possible  transaction,  we have retained Stephens Inc. to act as
our financial advisor.

We hope that the Artesyn  Board will pursue the  opportunity  that this proposed
combination presents to your shareholders.


Very truly yours,




Daniel Bernstein
President and Chief Executive Officer
Bel Fuse, Inc.







                                    Exhibit 2
                                    ---------


                                  Stephens Inc.

                                September 1, 2004


Mr. Daniel J. Bernstein
President and Chief Executive Officer
Bel Fuse, Inc.
206 Van Vorst Street
Jersey City, NJ 07302


Dear Dan,

     This  letter   summarizes   the  terms  of   engagement  of  Stephens  Inc.
("Stephens")  to act as  exclusive  financial  advisor  to Bel Fuse,  Inc.  (the
"Company")  in connection  with its  investment  in Artesyn  Technologies,  Inc.
("Artesyn").

     In general,  we will assist the Company in analyzing  and  positioning  its
investment  in  Artesyn.  We will also  assist the  Company,  if  requested,  in
structuring  and analyzing the financial  implications  of a potential  Business
Combination,  Joint Venture or other  business  transaction  with  Artesyn.  Our
assistance  will include  preparing  and making  presentations  to the Company's
Board  of  Directors,   formulating   negotiation   strategies   and  conducting
negotiations,  assisting  with the  preparation  of  agreements in principle and
definitive  agreements,  as  appropriate,  and in such  other  matters as may be
agreed  upon  from time to time by  Stephens  and the  Company.  As used in this
letter,  the term  "Business  Combination"  means any  acquisition,  directly or
indirectly,  by the Company,  or any of its affiliates,  of more than 50% of the
capital  stock or  assets  of  Artesyn,  by way of  tender  or  exchange  offer,
negotiated purchase or otherwise.  The terms of any Business Combination will be
subject to the Company's  approval,  and Stephens is not  authorized to make any
agreement or commitment on behalf of the Company.

     Stephens will, if requested by the Board of Directors, render an opinion as
to the fairness, from a financial point of view, of the consideration payable by
the Company,  or the exchange  ratio, as the case may be, in connection with any
proposed  Business  Combination.  If  requested by the Board of  Directors,  our
opinion shall be delivered in writing. The nature and scope of the investigation
and analysis which we will conduct in order to be able to render our opinion, as
well as the form  and  substance  of our  opinion,  will be such as we  consider
appropriate. It is understood and agreed that any information or advice rendered
by Stephens or its  representatives in connection with its engagement  hereunder
is solely for the  confidential  use of the Board of Directors of the Company in
its  evaluation  of a Business  Combination.  The Company  may not,  and may not
permit any other person or entity to, publish or refer to our opinion (either in
its  entirety  or through  excerpts  or  summaries)  without  the prior  written
approval of Stephens.  Any opinion rendered by Stephens and a summary discussion
of Stephens'  underlying analyses and role as financial advisor to the Board may
be  included  in a proxy  statement  mailed  to the  Company's  shareholders  in
connection  with  the  Business   Combination  provided  that  such  opinion  is
reproduced in its entirety and Stephens  approves such  disclosure  prior to the
filing of such proxy  statement  with the United States  Securities and Exchange
Commission.

                               Investment Bankers
                                WWW.STEPHENS.COM
     111 Center Street Post Office Box 3507 Little Rock, Arkansas 72203-3507
                          501-374-4361 Fax 501-377-2674





September 1, 2004
Page 2


     Our engagement  hereunder may be terminated any time after August 31, 2005,
by either Stephens or the Company upon thirty days' prior written notice thereof
to  the  other  party;   provided,   however,   that  the   provisions   of  the
indemnification  rider attached as Exhibit A, the confidentiality  provisions of
the  preceding  paragraph,   and  the  compensation  and  expense  reimbursement
provisions of this agreement will survive such termination.

     In the  event  that  the  Company  makes a tender  or  exchange  offer  for
securities in connection with the Business Combination,  the Company will retain
Stephens  as sole  dealer-manager  for such offer and will enter into a separate
dealer-manager agreement with Stephens containing customary terms and conditions
to be mutually  agreed upon, but not providing for the payment of any fees other
than those provided for in this letter.

     In  consideration  of the  services to be rendered by Stephens  pursuant to
this agreement, the Company agrees to pay Stephens the following fees:

     i.   A fee for the  rendering  of any  fairness  opinion  shall be $500,000
          payable  at the  time  such  opinion  is  rendered.  If the  Board  of
          Directors requests Stephens to render additional opinions with respect
          to  amended or revised  offers,  the  Company  shall pay  Stephens  an
          additional fee of $50,000 for each additional opinion; and

     ii.  A success fee shall be paid if a Business  Combination with Artesyn is
          closed during Stephens'  engagement hereunder or if the Company or any
          of its affiliates  enters into an agreement during or within two years
          after the termination of Stephens'  engagement hereunder providing for
          a Business  Combination with Artesyn, and such Business Combination is
          subsequently  consummated.  The  amount  of the  success  fee shall be
          determined in accordance with the following  table;  provided that the
          success fee shall be reduced by the amount of the fees previously paid
          pursuant to section (i) immediately above.

                   Acquisition Premium             Applicable Fee

                   30% or less                        $4,000,000
                   30-40%                             $3,500,000
                   40% or more                        $3,000,000

The acquisition  premium is defined as the percentage  increase  between (i) the
average closing price per Artesyn share for the thirty trading days  immediately
prior to the day this  Engagement  Letter  is  executed,  and (ii) the price per
Artesyn  share paid by the  Company in a Business  Combination.  The success fee
shall he paid to Stephens on the closing date of the Business Combination.





September 1, 2004
Page 3


     iii. In the event a  Business  Combination  is not  completed  prior to the
          occurrence  of any of the events  described  in items (1), (2) and (3)
          below, a disposition fee equal to 20% of the Company's  gains,  net of
          all sales  commissions  and related fees, on all securities of Artesyn
          purchased  by the Company in the open market shall be paid to Stephens
          immediately upon the earliest to occur of: (1) the sale or disposition
          by the Company of any of the  securities  of Artesyn  purchased by the
          Company in the open market, (2) a merger or other business combination
          between Artesyn and an entity that is not an affiliate of the Company,
          or (3) the  ninetieth  day following  termination  of this  Engagement
          Agreement.  If the  company  has not  sold  all of its  securities  of
          Artesyn  within  90  days  of  the   termination  of  this  Engagement
          Agreement,   then  the  effective  sales  price  for  calculating  the
          company's  gains on any  unsold  shares  will be equal to the  average
          closing  price  per  Artesyn   share  for  the  thirty   trading  days
          immediately  prior to the  ninetieth  day  after  termination  of this
          Engagement Agreement. In no event shall the total disposition fee paid
          to Stephens exceed $1,000,000.

     In  addition  to the fees set forth  herein  (and  regardless  of whether a
Business  Combination  occurs),  the  Company  shall  reimburse  Stephens,  upon
request, for Stephens'  out-of-pocket  expenses incurred in connection with this
engagement,  including travel expenses,  database fees,  overnight  delivery and
courier fees,  and the reasonable  fees and  disbursements  of outside  counsel.
Stephens will  periodically  provide  invoices to the Company  setting forth the
amount of such expenses.  Additionally,  Stephens shall notify the Company prior
to incurring total expenses in excess of $25,000,  and the Company will have the
right to approve or disapprove additional expenditures above this threshold.

     The  Company  will  furnish  Stephens  (and will  request  Artesyn  furnish
Stephens)  with  such  information  as  Stephens  believes  appropriate  to  its
assignment  (all such  information so furnished  being the  "Information").  The
Company  recognizes and confirms that Stephens:  (i) will use and rely primarily
on the Information and on information available from generally recognized public
sources in performing the services  contemplated  by this letter;  (ii) does not
assume  responsibility  for the accuracy or  completeness of the Information and
such other  information;  (iii) will not  inquire  into the  reliability  of the
Information except to the limited extent necessary to provide a reasonable basis
for Stephens'  analyses and opinion;  and (iv) will not make an appraisal of any
assets or  liabilities of the Company or Artesyn.  The Company  hereby  warrants
that any Information relating to the Company that is furnished to Stephens by or
on behalf of the Company  will be fair,  accurate  and  complete in all material
respects and will not contain any material  omissions or  misstatements of fact.
The Company will promptly advise Stephens if any Information previously provided
becomes inaccurate or is required to be updated.

     Please note that in the  ordinary'  course of  business,  Stephens  and its
affiliates  at any time  may hold  long or  short  positions,  and may  trade or
otherwise effect transactions as principal or for the accounts of customers,  in
debt or equity  securities  or options on securities of the Company or any other
party that may be involved in a Business Combination.





September 1, 2004
Page 4


     The Company  agrees to indemnify and hold  Stephens  harmless in accordance
with the indemnification rider attached as Exhibit A. This agreement,  including
the indemnification rider,  incorporates the entire understanding of the parties
with respect to this engagement and supersedes all previous  agreements,  should
they exist.

     If the Business  Combination  is  completed  and becomes a matter of public
record,  Stephens  shall be entitled,  at its expense,  to place  announcements,
which may include the Company's  corporate  logo, in such  newspapers  and other
media as it may choose stating that Stephens  acted as financial  advisor to the
Company in the Business Combination.  In addition, if requested by Stephens, the
Company shall include a mutually  acceptable  reference to Stephens in any press
release or other public  announcement  made by the Company regarding the matters
described in this letter.

     This agreement has been and is made solely for the benefit of Stephens, the
Company,  and  of  the  persons,  agents,  employees,  officers,  directors  and
controlling  persons  refer  ed  to  in  the  indemnification  rider  and  their
respective  successors,  assigns and heirs, and no other person shall acquire or
have any right under or by virtue of this agreement.

     If this  letter  correctly  states our  agreement,  please so  indicate  by
signing  below and  returning a signed copy to us. Upon receipt of a signed copy
of this letter,  the terms of such letter shall  constitute a binding  agreement
between  Stephens  and the Company.  We look forward to assisting  you with your
investment in Artesyn.

                                           Very truly yours,

                                           STEPHENS INC.


                                           By:_________________________________
                                                  James E. Johnson III
                                                  Vice President


ACCEPTED THIS  1st   DAY OF SEPTEMBER, 2004.

BEL FUSE, INC.

By:_____________________
Title:  President/CEO






                                    EXHIBIT A

                        INDEMNIFICATION AND CONTRIBUTION

     (a) The Company will indemnify and hold harmless Stephens Inc. ("Stephens")
and  its  affiliates,  and  their  respective  officers,  directors,   advisors,
representatives,  agents,  employees, and each other person controlling Stephens
or any of  its  affiliates  within  the  meaning  of  either  Section  15 of the
Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act
of 1934,  as amended  (each such  party,  including  Stephens,  an  "Indemnified
Person"),  from and against any and all losses, claims, damages and liabilities,
joint or several  (collectively,  "Damages"),  related to or arising  out of any
matter  referred to in the  engagement  letter to which this Exhibit is appended
(the "Agreement"), including an Indemnified Person's services thereunder, except
to the extent such Damages are finally,  judicially  determined to have resulted
directly and primarily  from the gross  negligence  or willful  misconduct of an
Indemnified Person.

     (b) The Company will also reimburse  each  Indemnified  Person  immediately
upon request for all expenses (including without limitation  reasonable fees and
disbursements  of  legal  counsel,  and  usual  and  customary  expenses  for an
Indemnified Person's involvement in discovery proceedings or testimony) incurred
in connection with any threatened or commenced inquiry, investigation, action or
legal,  administrative  or judicial  proceeding  (collectively,  "Proceedings"),
related to or arising out of any matter referred to in the Agreement,  including
an Indemnified  Person's  services  thereunder.  The  reimbursement  obligations
contained  herein shall apply  whether or not Stephens or any other  Indemnified
Person is a formal  party to any  Proceeding  and are  intended to cover,  among
other things, reimbursement of expenses incurred for reviewing, investigating or
responding  to,  or  otherwise  in  connection   with,   any  claims,   demands,
allegations, discovery requests, depositions, investigative testimony, hearings,
arbitrations,  trials, appeals or other proceedings related to or arising out of
any matter  referred to in the  Agreement,  including  an  Indemnified  Person's
services  thereunder.  In the event that any  reimbursed  expenses  are finally,
judicially  determined  to  have  resulted  directly  and  primarily  from  such
Indemnified  Person's gross  negligence or willful  misconduct in performing the
services which are the subject of the Agreement,  Stephens shall promptly refund
to the Company the portion of amounts  advanced under this Exhibit in respect of
reimbursement of expenses which is attributable to expenses incurred in relation
to the act or  omission  of such  Indemnified  Person who is the subject of such
determination.

     (c)  The  Company  and  Stephens  agree  that  if,  for  any  reason,   any
indemnification or reimbursement  sought pursuant to this Exhibit is unavailable
or is insufficient to hold any Indemnified Person harmless, then, whether or not
Stephens is the person  entitled to  indemnification,  the Company and  Stephens
shall each  contribute to amounts paid or payable by the  Indemnified  Person in
respect of the  Damages  and  expenses  (including  all legal and other fees and
expenses   incurred   in   defending   any  action  or  claim)  for  which  such
indemnification  or  reimbursement  is  unavailable  or  insufficient,  in  such
proportion as is appropriate to reflect (i) the relative  benefits  received (or
anticipated  to be  received)  by the Company and its  stockholders,  on the one
hand,  and  Stephens,  on the  other,  in  connection  with  the  transaction(s)
contemplated  in  the  Agreement  and  (ii)  such  parties'  relative  fault  in





connection  with the  matters as to which such  Damages  relate,  as well as any
relevant equitable considerations; provided that in no event shall the amount to
be  contributed  by  Stephens  exceed the amount of fees  actually  received  by
Stephens  under the  Agreement  (excluding  any amounts  received by Stephens as
reimbursement  of expenses).  It is hereby agreed that the relative  benefits to
the Company and its  stockholders,  on the one hand, and Stephens,  on the other
hand, with respect to the Agreement shall be deemed to be in the same proportion
as (x) the total value paid,  transferred,  exchanged or received or proposed to
be paid, transferred,  exchanged or received by the Company or its stockholders,
as the  case  may  be,  in  connection  with  any  transaction  (whether  or not
consummated)  bears to (y) the fee(s) paid or payable to Stephens in  connection
with the Agreement. The Company and Stephens agree that it would not be just and
equitable if  contribution  pursuant to this clause (c) were  determined  by pro
rata  allocation  or by any other  method  which does not take into  account the
equitable considerations referred to herein.

     (d) The  Company  also  agrees that no  Indemnified  Person  shall have any
liability to the Company for or in  connection  with the  Agreement,  except for
liability for Damages which are finally,  judicially determined to have resulted
directly and primarily  from the gross  negligence or willful  misconduct of the
Indemnified  Person. In no event shall any Indemnified Person be responsible for
any indirect,  special or consequential  damages, even if the Indemnified Person
is advised of the possibility thereof.

     (e) The Company will promptly notify an Indemnified Person of the assertion
against  the  Indemnified  Person  or  any  other  person  of any  claim  or the
commencement of any inquiry,  investigation,  action or proceeding, of which the
Company has knowledge,  relating to or arising out of any matter  referred to in
the Agreement,  including an Indemnified  Person's services under the Agreement.
Stephens  will  promptly  notify the Company of the  assertion  of any claim for
which it contemplates  seeking  indemnity or contribution  hereunder;  provided,
however that no delay in giving such notification shall relieve the Company from
any of its obligations  hereunder,  except to the extent of any actual prejudice
arising out of such delay.

     (f) The Company and  Stephens  agree to consult in advance with one another
with respect to the terms of any proposed  waiver,  release or settlement of any
Proceeding  to which the  Company or an  Indemnified  Person may be subject as a
result of the matters  contemplated  by the  Agreement  and further agree not to
enter into any such  waiver,  release or  settlement  without the prior  written
consent of one  another  (which  consent  shall not be  unreasonably  withheld),
unless such waiver,  release or settlement includes an unconditional  release of
the Company or such Indemnified  Person,  as the case may be, from all liability
arising out of such Proceeding.

     (g) The  agreements  of the Company under this Exhibit shall be in addition
to any  liabilities  the Company may otherwise  have,  shall be binding upon and
inure  to  the  benefit  of  any   successors,   assigns,   heirs  and  personal
representatives of the Company or an Indemnified Person, and shall apply whether
or not  Stephens  or any  other  Indemnified  Person  is a  formal  party to any
Proceeding.

     (h) Any  right to trial  by jury  with  respect  to any  dispute  as to the
respective  rights and  obligations  of the Company and any  Indemnified  Person
hereunder is hereby waived.





     (i) The foregoing  agreements  shall apply to any modification or extension
of the  Agreement,  and shall  remain in full  force and  effect  following  the
termination of the Agreement,  whether as a result of the completion of services
or otherwise.