SC 13E4/A

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                       SECOND AMENDMENT TO
                          SCHEDULE 13E-4
                  Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)

                   RICHARDSON ELECTRONICS, LTD.
                         (Name of Issuer)

                   RICHARDSON ELECTRONICS, LTD.
               (Name of Person(s) Filing Statement)

 7-1/4% Convertible Subordinated Debentures Due December 15, 2006
                  (Title of Class of Securities)

                            763165AB3
              (CUSIP Number of Class of Securities)

                         William G. Seils
                   Richardson Electronics, Ltd.
                      40W267 Keslinger Road
                         LaFox, IL 60147
                          (630) 208-2370
                          with copies to
          Scott Hodes                        Jay R. Schifferli
      Ross & Hardies                          Kelley Drye & Warren LLP
   150 N. Michigan Avenue                         Two Stamford Plaza
 Chicago, IL 60601-7567                            281 Tresser Blvd.
     (312) 750-2750                           Stamford, CT 06901-3229
                                                  (203) 351-8023
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
   Communications on Behalf of the Person(s) Filing Statement)

                        December 18, 1996
(Date Tender Offer First Published, Sent or Given to Security Holders)

                    Calculation of Filing Fee
Transaction Valuation:  *$34,800,000         Amount of Filing Fee:   $6,960

_______________
*For purposes of calculating the filing fee pursuant to Rule 0-11 of the 
Securities Exchange Act of 1934, as amended, the market value of the 7-1/4% 
Convertible Subordinated Debentures due December 15, 2006 proposed to be 
acquired was established by multiplying 87%, the average of the high and 
low prices of such Debentures as reported on December 16, 1996 expressed as a
percentage of principal amount, by $40,000,000, the maximum principal amount 
proposed to be accepted for exchange.

[x ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) 
     and identify the filing with which the offsetting fee was previously 
     paid.  Identify the previous filing by registration statement number, 
     or the Form or Schedule and the date of its filing.

Amount Previously Paid: $6,900      Filing Party: Richardson Electronics, Ltd.
Form or Registration No.: 13E-4     Date Filed: December 18, 1996

Item 9.  Material to be Filed as Exhibits.

     (a)(4)    Letter to holders of 7-1/4% Convertible Subordinated Debentures 
               due December 15, 2006 regarding extension of Expiration Date 
               of Exchange Offer to 5:00 P.M. Chicago Time on February 14, 1997.


                            Signature

     After due 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.

February 3, 1997
     Date                      /s/ Edward J. Richardson                     
                                   Signature

                                  Edward J. Richardson, Chairman,
                                  and Chief Executive Officer   
                                   (Name and Title)

EX-1

Holders of Richardson Electronics, Ltd.
7-1/4% Convertible Subordinated Debentures
due December 15, 2006

RE:  Exchange Offer Expiration Date

Dear Ladies and Gentlemen:

Reference is made to the Offering Circular and Consent Solicitation dated 
December 18, 1996 and Consent and Letter of Transmittal which was previously 
sent to you.  Such documents contained our offer to exchange our 8-1/4% 
Convertible Senior Subordinated Debentures due June 15, 2006
(between $25,000,000 and $40,000,000 aggregate principal amount) for our 
7-1/4% Convertible Subordinated Debentures due December 15, 2006 
($70,825,000 principal amount outstanding) and solicitation of consents 
(collectively the "Exchange Offer").  These documents reflected that the
Exchange Offer would expire at 12 Midnight New York City Time on January 31, 
1997 unless extended.  

This is to advise that the Expiration Date has been extended to 5:00 P.M. 
Chicago Time on February 14, 1997.  

All other terms and conditions of the offer remain unchanged and you may 
deposit or withdraw our 7-1/4% Convertible Subordinated Debentures due 
December 15, 2006 at any time up to the new Expiration Date of February 14, 
1997 in the manner as set forth in the Offering Circular.  

This extension is being issued in order to obtain an order of qualification 
from the Securities and Exchange Commission with respect to the Indenture 
dated as of December 16, 1996 between our Company and American National Bank 
and Trust Company of Chicago under which the new 8-1/4% Convertible Senior 
Subordinated Debentures due June 15, 2006 will be issued.  This order is a
condition of the consummation of the Exchange Offer as set forth under the 
heading "The Exchange Offer-Conditions of the Exchange Offer" on page 21 of 
the Offering Circular.  The application for such qualification, which is 
made on Form T-3 with the Securities and Exchange Commission, was
inadvertently not filed at the time of filing the Exchange Offer.  Such 
application now has been filed.  A request for acceleration of the 
effectiveness of the qualification is being requested.  If such
acceleration is not granted and the order is not issued by the new 
Expiration Date, it is expected the offer will be further extended to 
permit the Company to obtain the necessary order of qualification. 
It is hoped that this delay will not cause you any inconvenience.  Should 
you have any questions please contact William G. Seils of the Company, at 
Richardson Electronics, Ltd., 40W267 Keslinger Road, LaFox, Illinois 60147, 
telephone 630-208-2370.