February 21, 2006

Mail Stop 6010



David J. Gilmartin, Esq.
Vice President, General Counsel, Secretary
Richardson Electronics, Ltd.
40W267 Keslinger Road
LaFox, Illinois 60147


      Re:	Richardson Electronics, Ltd.
      Amendment No. 1 to Registration Statement on Form S-1
      Filed February 7, 2006
		File No. 333-130219

Dear Mr. Gilmartin:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      We welcome any questions you may have about our comments or
any
other aspect of our review.  Feel free to call us at the telephone
numbers listed at the end of this letter.

Amendment No. 1 to Form S-1

Risks Related to Owning Our Notes, page 20

1. We note your response to comment 6 in our letter to you dated
January 4, 2006.  It appears from section 2.01 of the indenture
that
beneficial owners` ability to exercise certain rights of note
holders
under the Global Note will be limited.  Please revise your
disclosure
accordingly, or tell us why you believe disclosure of this
information is not appropriate.


Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 29

Results of Operations, page 30

2. Please refer to prior comment 8.  MD&A should not only identify
and quantify, to the extent practicable, the increase in sales
prices
and volume, but also should analyze those and any other
significant
reasons underlying the increases (including underlying offsetting
decreases) when the reasons are also material and determinable.
For
example, instead of only referring to increases in sales or growth
in
sales, you should discuss the extent to which such increases (or
decreases) are attributable to increases or decreases in prices or
to
increases or decreases in the volume or amount of goods or
services
being sold or to the introduction (or elimination) of new (or old)
products or services.  Refer to Item 303(A)(3)(ii) of Regulation
S-K.
Also, include an analysis of the reasons and factors contributing
to
the increase or decrease where material and determinable,
including a
thorough analysis discussing both the intermediate effects of the
matters identified and the reasons underlying those intermediate
effects.  See Release 33-8350 and SAB Topic 13.B.  Quantify the
contribution of each factor when two or more factors are
identified
as the causes for material changes.  See FRC 501.04.

3. We note that DSG sales, excluding the impact of the Kern
acquisition, decreased 22% ($5,208) and 3% ($1,127) in the second
quarter and first six months of fiscal 2006.  You quantify the
impact
of the Kern acquisition in the leading paragraph on page 30 and
not
within the explanation of the changes for DSG on page 32.  You
state
that the decline in the second quarter was due to a reduction in
shipments to the New York Stock Exchange and a delay in closing
project business which you expect to ship over the balance of the
year.  Please tell us whether the reasons underlying these
declines
are material and determinable and whether or not you expect the
loss
of the NYSE business to continue to result in reduced sales in
future
periods.

4. At the same time your DSG sales declined your gross margin
percentages increased from 22.5% to 27.9% in the second quarter
and
from 23.3% to 26.2% in the first six months of fiscal 2006.  You
state that the gross margin improvement was "due mainly to
improved
product mix and lower warranty expense."  Please tell us and
disclose
to quantify the contribution of each factor listed.  Clarify,
similar
to your disclosure on page F-46 that the change to the warranty
accrual was due to the change in estimate of $946,000.  We note
that
this change represented 4.3% and 2.0% of your DSG sales for the
second quarter and six months ended December 3, 2005.  Please
discuss
the reasons for the changes in estimate of the warranty accrual.
Please note that if there were offsetting significant declines
those
factors should also be quantified and explained.  For example,
given
the decline in sales, we would generally expect reduced margins as
the fixed costs are absorbed by fewer unit sales.

5. Please refer to prior comment 9.  We note that it is your
stated
policy that you consider three consecutive years of losses "to be
significant negative evidence that it is more likely than not that
the tax benefit related to the deferred tax assets will not be
realized."  As a result of this policy, you stated that you
changed
your level of certainty with respect to the realization of certain
deferred tax assets and increased your valuation allowance.  Based
upon the disclosure on page F-38, it appears that the majority of
the
increase in the valuation allowance ($12.3 million for your U.S.
deferred tax assets) was recorded in the third quarter of fiscal
2005.  Please tell us at what point each of the relevant domestic
and
foreign operations had three consecutive years of losses.  It
appears
from prior Forms 10-K that you reported fiscal year U.S. losses
before taxes beginning with fiscal 2002.  As such, based upon your
stated policy, we would have expected you to change your level of
certainty in 2004 and not the third quarter of 2005.  Also,
similar
to your response, please disclose your belief that "[i]n order to
reverse the recorded valuation allowance, the Company would likely
need to have positive cumulative earnings for the three-year
period
preceding the year of change."

6. Please refer to prior comment 9 and the disclosure on page 41.
We
note your reference to a "strategic decision" in the sixth
paragraph.
Please clarify the nature of the strategic decision.  That is, if
the
decision represents a strategic change in your business operations
then please explain that change and how it may impact your
business.

Principal Stockholders, page 68

7. Please expand your response to prior comment 12 to clarify
whether
any individual or group directly or indirectly has or shares
voting
or investment power for the entities where you have not identified
particular individuals.  If there are no such individuals, please
explain to us how the entities operate to make voting and
investment
decisions regarding your shares, and tell the names of those who
serve as officers and directors of the entities.

Annual Financial Statements, page F-1

Note A. Significant Accounting Policies, page F-11

Revenue Recognition, page F-14

8. Please refer to prior comment 20.  We note that you have
concluded
that your sales prices are fixed and determinable.  We note your
disclosure that your products are often manufactured to meet the
specific design needs of your customers` applications.  Tell us
about
your methodology used to record sales rebates, and address the
extent
of your historical experience offering sales rebates.

Note I. Income Taxes, page F-29

9. Please refer to prior comment 27.  Please update your income
tax
policy disclosure consistent with your response to prior comment
9.
Please tell us the amount of the change in the valuation allowance
of
$12.3 million that is applicable to the inventory valuation.  Tell
us
the amount and nature of the domestic deferred tax asset related
to
your inventory valuation.  Please tell us why, given the policy
stated in your response, you did not establish a full valuation
allowance for your domestic deferred tax assets of $25.5 million.

Interim Financial Statements

Note G. Debt, page F-46

10. Please refer to prior comment 22.  We note that you have
determined that the debt conversion feature would be classified in
stockholders` equity pursuant to paragraphs 12-32 of EITF 00-19.
Provide to us a detailed analysis of paragraphs 12-32 of EITF 00-
19
as it applies to the 8% notes to support your conclusion that the
conversion feature is appropriately classified in stockholders`
equity.  For example, tell us the maximum possible amount of
liquidated damages, address why you concluded that you have
sufficient authorized and issued shares given that note is
convertible into a variable number of shares, and discuss your
consideration of paragraph 27 of EITF 00-19.

11. Please refer to prior comment 23.  It appears that you have
determined that the auto-conversion feature in the 8% note is an
embedded derivative pursuant to paragraph 12 of SFAS 133, and that
you concluded that the estimated fair value of the embedded
derivative is immaterial.  Please note that you are required to
assess the materiality of not recording this derivative and
marking
it to fair value for each reporting period that it remains a
derivative.

12. Please refer to prior comment 23.  Please tell us how you
evaluated the make-whole interest rate provision under paragraph
13
of SFAS 133.

13. Please refer to prior comment 24.  Please revise your
disclosure
to include all of the significant terms of the 8% convertible
notes.
For example, describe (a) the types of events that would cause a
change in the conversion rate and how the rate would be adjusted,
(b)
the nature of the consideration for the make-whole interest
payment
and how the number of shares are to be determined, (c) the terms
related to redemption if the common stock is not authorized for
quotation, (d) the repurchase price if you repurchase or redeem
the 7
3/4% notes, and (e) the significant terms of the registration
rights
agreement and the related penalty.  Please also disclose the
maximum
possible penalty under the agreement.  Please similarly revise
your
disclosure with respect to the 7 3/4% notes on page F-24.  For
example, please describe the types of events that would cause a
change in the conversion rate and how the rate would be adjusted.

Note H. Income Taxes, page F-48

14. We note that for the six months ended December 3, 2005, "the
tax
benefit primarily related to domestic net operating losses was
limited by the requirement for a valuation allowance of
$2,204,000,
which increased the effective income tax rate by 44.5%."  We also
note that the provision for this period includes a provision for
$344,000 for income tax exposures related to prior years and a
reversal of a reserve of $1,000,000.  Please tell us in more
detail
about the items that caused you to record an income tax provision
of
58.9% for the first six months of fiscal 2006.  For example, tell
us
why you were "required" to record a valuation allowance of $2.2
million.  If available, please provide a rate reconciliation
schedule
with explanations of each significant item.



Note F - Warranties

15. We note that you recorded a change in your estimate for
warranties during the first six months of fiscal 2006 resulting in
a
decrease to cost of sales of $946,000.  You state that the primary
factor for the change was the expiration of warranty periods for
warranty reserves that you established in the second quarter of
fiscal 2003.  From page F-37 we note that the total warranty
expense
recorded for all four quarters of fiscal 2003 was only $846,000.
Please reconcile and provide your supporting analysis.  Please
explain why you determined not to revise the estimate of your
warranty for these products until the second quarter of fiscal
2006
and not an earlier period given your experience.  Tell us your
policy
with respect to accruals and reversals of those accruals for
warranties.  Your response should address both changes made for
warranties expiring in the quarter and your decision to review and
revise the estimates for all outstanding warranties on these
products
in the second quarter of fiscal 2006.

Exhibits

Exhibit 5.1 Legality Opinion
16. Revise the first sentence of page 5 of the opinion to make
clear
that investors are entitled to rely on the opinion, or remove
language which implies that they cannot so rely.

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Thomas Dyer at (202) 551-3641 or Kaitlin
Tillan, Assistant Chief Accountant, at (202) 551-3604 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact Eduardo Aleman at (202) 551-3646 or me at
(202) 551-3800 with any other questions.

      					Sincerely,



      					Peggy Fisher
      Assistant Director


cc (via facsimile):  Scott Hodes, Esq.


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David J. Gilmartin
Richardson Electronics, Ltd.
February 21, 2006
Page 1