SC 13E4/A

    As filed with the Securities and Exchange Commission on January 6, 1999.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               AMENDMENT NO. 2 TO
                                 SCHEDULE 13E-4

                          ISSUER TENDER OFFER STATEMENT
                 (PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES
                              EXCHANGE ACT OF 1934)

                             THE CHERRY CORPORATION
                                (Name of Issuer)

                             THE CHERRY CORPORATION
                      (Name of Person(s) Filing Statement)

                              CLASS A COMMON STOCK
                              CLASS B COMMON STOCK
                         (Title of Class of Securities)

                        CLASS A COMMON STOCK-164541 20 3
                        CLASS B COMMON STOCK-164541 30 2
                      (CUSIP Number of Class of Securities)

                                   DAN A. KING
                  VICE PRESIDENT OF FINANCE AND ADMINISTRATION
                               3600 SUNSET AVENUE
                               WAUKEGAN, IL 60087
                                 (847) 662-9200
   (Name, Address and Telephone Number of Person Authorized to Receive Notices
         and Communications on Behalf of the Person(s) Filing Statement)

                                 With a Copy to:
                             WILLIAM J. QUINLAN, JR.
                             HELEN R. FRIEDLI, P.C.
                             MCDERMOTT, WILL & EMERY
                                 227 WEST MONROE
                                CHICAGO, IL 60606

                                November 17, 1998
     (Date Tender Offer First Published, Sent or Given to Security Holders)






        This Amendment No. 2 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement") dated November 17, 1998, relating
to the tender offer by The Cherry Corporation, a Delaware corporation (the
"Company"), to purchase up to 1,687,500 shares of its Class A Common Stock,
$1.00 par value per share (the "Class A Shares"), and/or 562,500 shares of its
Class B Common Stock, $1.00 par value per share (the "Class B Shares," and the
Class A Shares and the Class B Shares are collectively referred to herein as the
"Shares"), at prices, net to the seller in cash, without interest thereon, not
greater than $15.50 nor less than $13.25 per Share for each class of Shares,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated November 17, 1998 (the "Offer to Purchase") and the related Letter of
Transmittal (which are herein collectively referred to as the "Offer"). Copies
of such documents have been previously filed as Exhibits (a)(1) and (a)(2),
respectively, to this Statement. This Amendment No. 2 constitutes the final
amendment to the Statement pursuant to Rule 13E-4(c)(3) under the Securities
Exchange Act of 1934, as amended, and General Instruction (D) to Schedule 13E-4.
Capitalized terms used but not defined herein shall have the meaning assigned to
such terms in the Offer to Purchase.

ITEM 8.        ADDITIONAL INFORMATION.

        The Offer expired at 5:00 P.M., New York City Time, on December 23,
1998. On December 23, 1998, the Company issued a press release announcing the
preliminary results of the Offer, a copy of which is attached hereto as Exhibit
(a)(10) and is incorporated herein by reference. On January 4, 1999, the Company
issued a press release announcing the final results of the Offer, a copy of
which is attached hereto as Exhibit (a)(11) and is incorporated herein by
reference.

        The number of Class A Shares and Class B Shares properly tendered and
not withdrawn, at a price of $15.50 or below or at the price determined by Dutch
Auction, was 1,771,911 and 569,015, respectively. Because the Offer was
oversubscribed, pursuant to the terms thereof, the Company increased the number
of Class A Shares and Class B Shares to be purchased by the Company by 84,411
and 6,515, respectively. Accordingly, the Company purchased 1,771,911 Class A
Shares and 569,015 Class B Shares at a price of $15.50 per share. The Class A
Shares and Class B Shares purchased represent approximately 22.9% and 11.9% of
the outstanding Class A Shares and Class B Shares, respectively. Following the
completion of the Offer, the Company will have approximately 5,967,652 Class A
Shares and 4,193,549 Class B Shares outstanding.

ITEM 9.        MATERIAL TO BE FILED AS EXHIBITS.

        Item 9 is hereby amended to include the following exhibits:

             99.1   (a)(10)   Press release issued by the Company dated
                              December 23, 1998. 
             99.2   (a)(11)   Press release issued by the Company dated
                              January 4, 1999.







                                    SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment to Schedule 13E-4 is true,
complete and correct.


Dated:  January 6, 1999                    THE CHERRY CORPORATION



                                            By:   /s/ Peter B. Cherry      
                                                 Name:  Peter B. Cherry
                                                 Title: Chairman and President

EX-99.1

                                 Exhibit (a)(10)


               CHERRY CORPORATION ANNOUNCES PRELIMINARY RESULTS OF
                        'DUTCH AUCTION' SELF-TENDER OFFER


        WAUKEGAN, IL, Dec. 23 /PRNewswire/ -- The Cherry Corporation (Nasdaq:
CHERA, CHERB) announced today the preliminary results of its Dutch Auction
self-tender offer which expired today, Wednesday, December 23, at 5:00 p.m., New
York City time. The Company had commenced its offer to purchase up to 1,687,500
shares of its Class A Common Stock and up to 562,500 shares of its Class B
Common Stock, at a price range of $13.25 to $15.50 for each class of shares, on
Tuesday, November 17, 1998.

        Based upon a preliminary count by the Depositary, the Company expects to
purchase (i) 1,687,500 Class A Shares at $15.50 per share, and (ii) 562,500
Class B Shares at $15.50 per share. The Company also expects to purchase an
additional 84,511 shares of Class A Common Stock and 6,515 shares of Class B
Common Stock which is less than the maximum additional amount of each class of
shares that may be purchased without amending or extending the self-tender.
Therefore, the total number of shares expected to be purchased by the Company is
1,772,011 Class A Shares and 569,015 Class B Shares. Of the approximately
1,772,011 Class A Shares and 569,015 Class B Shares tendered, approximately
22,366 Class A Shares and 77,480 Class B Shares were tendered pursuant to
guaranteed delivery.

        Assuming the Company's purchases are as expected, following the purchase
of shares tendered in the offer, Cherry will have approximately 5,967,652 shares
of Class A Common Stock and 4,193,549 shares of Class B Common Stock
outstanding.

        The determination of the actual number of shares to be purchased and the
purchase price are subject to final confirmation and the proper delivery of all
shares tendered and not withdrawn, including shares tendered pursuant to the
guaranteed delivery procedure. Payment for shares accepted for payment will
occur as soon as practicable after determination of the final number of shares
properly tendered.

        Nesbitt Burns Securities Inc. is the dealer manager for the tender
offer.

        The Cherry Corporation manufactures proprietary and custom electrical
switches, sensors, electronic keyboards and controls, and semiconductors for the
worldwide automotive, computer, and consumer and commercial markets. The Company
has eight wholly owned subsidiaries in the United States, Germany, England,
France, Australia, Czech Republic, Mexico and Hong Kong. Cherry also has 50-50
joint ventures in Japan, Hirose Cherry Precision Company Limited, and in India,
TVS Cherry Private Limited, and a Japanese automotive sales and engineering
office. Additional information is available on the Company's website at
http://www.cherrycorp.com.

EX-99.2

                                 Exhibit (a)(11)


                  CHERRY CORPORATION ANNOUNCES FINAL RESULTS OF
                        'DUTCH AUCTION' SELF-TENDER OFFER


        WAUKEGAN, IL, (January 4, 1999) - The Cherry Corporation (Nasdaq: CHERA
& CHERB) announced today the final results of its Dutch Auction self-tender
offer which expired Wednesday, December 23, at 5:00 p.m., New York City time.
The Company had commenced its offer to purchase up to 1,687,500 shares of its
Class A Common Stock and up to 562,500 shares of its Class B Common Stock, at a
price range of $13.25 to $15.50 for each class of shares, on Tuesday, November
17, 1998.

        Based upon a final count by the Depositary, the Company accepted for
purchase (i) 1,687,500 Class A Shares at $15.50 per share, and (ii) 562,500
Class B Shares at $15.50 per share. The Company also accepted for purchase an
additional 84,411 shares of Class A Common Stock and 6,515 shares of Class B
Common Stock which is less than the maximum additional amount of each class of
shares that could have been purchased without amending or extending the
self-tender. Therefore, the total number of shares accepted for purchase and
purchased by the Company is 1,771,911 Class A Shares and 569,015 Class B Shares.
Payment was made on December 30, 1998 for all shares accepted for purchase.

        The Class A and Class B Shares purchased represent approximately 22.9%
and 11.9% of the outstanding Class A and Class B Shares immediately prior to the
offer, respectively. Following the purchase of shares tendered in the offer,
Cherry will have approximately 5,967,752 shares of Class A Common Stock and
4,193,549 shares of Class B Common Stock outstanding.

        Nesbitt Burns Securities Inc. is the dealer manager for the tender
offer.

        The Cherry Corporation manufactures proprietary and custom electrical
switches, sensors, electronic keyboards and controls, and semiconductors for the
worldwide automotive, computer, and consumer and commercial markets. The Company
has eight wholly owned subsidiaries in the United States, Germany, England,
France, Australia, Czech Republic, Mexico and Hong Kong. Cherry also has 50-50
joint ventures in Japan, Hirose Cherry Precision Company Limited, and in India,
TVS Cherry Private Limited, and a Japanese automotive sales and engineering
office. Additional information is available on the Company's website at
http://www.cherrycorp.com.