January 4, 2006

Mail Stop 6010


William G. Seils, Esq.
Senior Vice President, General Counsel, Secretary
Richardson Electronics, Ltd.
40W267 Keslinger Road
LaFox, Illinois 60147


      Re:	Richardson Electronics, Ltd.
      Registration Statement on Form S-1
      Filed December 8, 2005
		File No. 333-130219

Dear Mr. Seils:

      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.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  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.

Form S-1

Prospectus Summary

Growth and Profitability Strategies, page 4

1. Balance the disclosure under this caption by discussing your
net
losses in 2002, 2003, and 2005.


Recent Developments, page 5

2. Update the disclosure throughout the filing to clarify whether
you
have redeemed the debentures referred to in the first paragraph.

The Offering, page 8

3. We note your disclosure on page 9 that if you repurchase or
redeem
any portion of the principal amount of your 7 3/4 % notes, holders
of
the 8% notes "may require" you to repurchase the same portion of
the
principal amount of the notes.  Your disclosure on page 71,
however,
indicates that you "must make an offer to repurchase" the same
portion of the principal amount of the notes.  Please revise your
Summary disclosure to clarify this obligation to make an offer to
repurchase.

Ranking, page 10

4. State the amount of indebtedness currently outstanding to which
the 8% notes are subordinated.

Risk Factors, page 14

If we do not maintain effective internal controls over financial
reporting..., page 14

5. Please revise this risk factor to highlight that you have
restated
your financial statements as a result of your internal control
deficiencies.

Risks Related to Owning Our Notes, page 20

6. Please add a risk factor to explain the risks created by the
legal
limitations on the ability of beneficial owners to exercise the
rights of note holders under the Global Note.


Management`s Discussion and Analysis, page 29

7. Please provide us a complete list of countries in which you
operate and have customers.

Results of Operations, page 30

8. Please revise your discussion to include an analysis of the
reasons for significant changes in your revenues and expenses.
For
example, if your financial statements reflect materially higher
revenues resulting from an increase in the volume of products sold
when compared to a prior period, Management`s Discussion and
Analysis
should not only identify the increase in sales volume, but also
should analyze the reasons underlying the increase in sales when
the
reasons are also material and determinable.  Please refer to SEC
Release No. 33-8350.

9. With respect to your income tax provision disclosures on pages
32
and 38, please tell us and revise to disclose the following:

* On page 32, please disclose the nature and amount of the
valuation
allowance related to net operating losses that you recorded in the
quarter ended September 5, 2005.  Explain the nature and timing of
the events that occurred during the quarter which caused you to
increase the valuation reserve.

* We note on page 38 that "due to changes in the level of
certainty
regarding realization, a valuation allowance of approximately
$12.3
million was established in fiscal 2005 to offset certain domestic
deferred tax assets and domestic net operating loss
carryforwards."
Please tell us and explain the nature and timing of the events
that
caused "changes in the level of certainty regarding realization."

* Please tell us and explain the nature of the significant
components
of the "certain" domestic deferred tax assets that were impacted
by
the increase in the valuation allowance and explain why they were
impacted.

* Please note that a valuation allowance for deferred tax assets
is
not appropriate unless it is more likely than not that the asset
will
not be realized.  We note that while you have established a
significant valuation allowance for your deferred tax assets your
disclosures regarding current and expected operating results
appear
inconsistent with management`s view regarding realization of the
deferred tax asset.  Please reconcile.

* Revise to discuss the tax contingency disclosed on page F-24, or
tell us why you believe that disclosure in Management`s Discussion
and Analysis is not required.

* Please tell us and disclose why you changed your determination
of
distribution with respect to approximately $12.9 million of your
foreign subsidiaries earnings.  For example, discuss the extent to
which you have changed your specific plans with respect to
reinvestment of earnings in certain subsidiaries and why you made
this change.  Please note that under paragraph 12 of APB 23 you
should have sufficient evidence of specific plans to overcome the
presumption that all undistributed earnings will be transferred to
the parent if no income taxes are accrued.

Liquidity and Capital Resources, page 39

10. Please revise to include a discussion and analysis of your
financial condition and changes in financial condition for the
periods included your financial statements.  Your discussion and
analysis of cash flows should not be a mere recitation of changes
and
other information evident to readers from the financial
statements.
The discussion and analysis should focus on material changes in
operating, investing and financing cash flows, as depicted in the
statement of cash flows, and the reasons underlying those changes.
Please refer to SEC Release No. 33-8350.

Contractual Obligations and Commitments, page 41

11. We note that the table only includes "certain" contractual
obligations and "other commercial" commitments.  Under Item
303(A)(5)
of Regulation S-K, the table must include all of your known
contractual obligations that fall within the specified categories
of
that item.  For example, you must include purchase obligations as
defined in that item.  While you are not required to include the
table for interim periods, you should disclose material changes
outside the ordinary course of your business in the specified
contractual obligations during any interim period.


Our Business, page 45

Principal Stockholders, page 65

12. Please identify the individuals who beneficially own the
shares
held by the entities named in the table.

Description of Certain Other Indebtedness, page 77

Amended and Restated Credit Agreement, page 80

13. Please revise to disclose the "certain existing and future
domestic" subsidiaries that guarantee your amended and restated
credit agreement.

Selling Holders, page 94

14. Please revise the table to identify the selling security
holders,
or tell us why you believe it is proper to omit that information.
15. Tell us whether any of the selling holders are broker-dealers
or
affiliates of a broker-dealer.  Any selling stockholder who is a
broker-dealer must be identified in the prospectus as an
underwriter,
unless all of the securities being registered on behalf of that
selling stockholder were received as underwriting compensation.
In
addition, each selling stockholder who is an affiliate of a
broker-
dealer must be identified in the prospectus as an underwriter
unless
that selling stockholder is able to represent in the prospectus
that:

     a. The selling stockholder purchased the shares being
registered
for resale in 			the ordinary course of business, and

     b. At the time of the purchase, the selling stockholder had
no
agreements or 			understandings, directly or indirectly,
with
any person to distribute the 			securities.

	Please revise accordingly.


Experts, page 98

16. The statement on page 99 that KPMG`s audit report on the
effectiveness of internal control over financial reporting as of
May
28, 2005 did not contain an adverse opinion appears inconsistent
with
the report on page F-2.

Annual Financial Statements, page F-1

17. Please update the financial statements and related information
as
required by Item 3-12 of Regulation S-X.

Note A. Significant Accounting Policies, page F-11

18. Please revise to explain the nature and amount of each
significant reclassification made to the prior years` financial
statements.

19. In addition to being short-term, to meet the definition of a
cash
equivalent under SFAS 95, the investment should be highly liquid,
readily convertible to known amounts of cash, and so near its
maturity that it presents insignificant risk of changes in value
because of changes in interest rates.  See paragraph 8 of SFAS 95.

20. Please respond to the following comments with respect to your
revenue recognition policy on page F-14:

* Please address whether or not you consider whether the sales
price
is fixed and determinable in your accounting for revenue
recognition.
Refer to SAB Topic 13.A.

* Please tell us why you qualify your revenue recognition policy
with
the use of the term "generally."  Please revise to disclose all
methods of revenue recognition used by the company which resulted
in
a material amount of revenue recognized or deferred for any of the
periods presented.

21. Please respond to the following comments with respect to your
earnings per share accounting policy and disclosure on page F-15:

* We note that you have two classes of common stock.  Please tell
us
and disclose how you applied EITF 03-6 and the two-class method in
your computation of basic and diluted earnings per share.

* The amount of securities that could potentially dilute basic EPS
in
the future that were not included in the computation of diluted
EPS
because to do so would have been antidilutive for the periods
presented.  See paragraph 40(c) and Illustration 2 in Appendix C
of
SFAS 128.

Note F. Debt Financing, page F-20

22. Please tell us how you have applied the guidance in EITF Issue
00-19 in evaluating whether the debt conversion feature for the 8%
convertible senior subordinated notes due June 15, 2011 is an
embedded derivative that you should separate from the debt host
and
account for at fair value under SFAS 133.  Please include a
reasonably detailed discussion of how you evaluated whether the
agreement meets the definition of conventional convertible debt in
paragraph 4 of EITF Issue 00-19.  We note that the conversion
price
is subject to adjustment upon the occurrence of certain events
including adjustments based upon your current stock price and the
effective date of a change in control.  As applicable, you should
analyze the conversion feature under paragraphs 12-32 of EITF 00-
19.
In this regard, we note that your registration rights agreement
requires you to file a registration statement that is declared
effective by the SEC and to keep the registration statement
continuously effective for a preset time period, or else you are
required to pay certain liquidated damages.  Discuss your
consideration of whether these liquidating damages would result in
liability classification under EITF 00-19.  If true, you would be
required to bifurcate the conversion feature from the debt host
and
account for the feature as a derivative liability with changes in
fair value being recorded in the income statement.  Additionally,
we
note that if you conclude that this is the appropriate accounting,
you would not account for any beneficial conversion under EITFs
98-5
and 00-27.

23. It appears the 8% convertible senior subordinated notes due
June
15, 2011 may contain other embedded derivatives that you should
evaluate under SFAS 133 and EITF Issue 00-19.  Tell us how you
evaluated the following:

* If you effect an automatic conversion of the notes prior to
December 20, 2008, you must make an additional payment equal to
three
full years of interest, less any interest actually paid or
provided
for prior to the conversion date.  This additional payment may be
paid in whole or in part in cash and/or through the issuance of
common stock at your election.  If you elect to pay the additional
payment in common stock, the common stock will be valued at 97.5%
of
the average of the closing prices of the common stock for the 20
consecutive trading days ending on the third business day prior to
the conversion date.

* If you repurchase or redeem any portion of the principal amount
of
your   7 3/4 % notes, holders of the 8% notes may require you to
repurchase, for the same type of consideration offered to the
holders
of our 7 3/4% notes, the same portion of the principal amount of
the
notes. The repurchase price shall be equal to 100% of the
principal
amount of the notes plus accrued and unpaid interest; provided,
that
if the price at which you repurchase or redeem your 7 3/4% notes
exceeds 100% of the principal amount thereof, then the repurchase
price for the notes shall exceed 100% of the principal amount
thereof
by the same percentage.

Please note that you should perform a thorough analysis of all the
provisions of your convertible debt instrument in order to
determine
whether there are any provisions that may be embedded derivatives
which should be bifurcated and accounted for separately as a
derivative pursuant to SFAS 133.  Please tell us all of the
embedded
derivatives you identified during your review of your debt
agreement
and how you evaluated each provision.

24. Please revise your disclosure to include all of the
significant
terms of the convertible debt agreements and the related
registration
rights agreements.  For example, discuss any limits on the amount
of
common stock that may be used to repay the debt and any terms that
may result in changes to the conversion price.

25. We note that the credit facility consists of various U.S. and
foreign currency denominated facilities.  Please respond to the
following comments:

* Please tell us and disclose with respect to each facility (a)
the
aggregate commitment amount, (b) the amount outstanding, (c) the
amount available for borrowings, (d) the interest rate under the
facility.  Please include each of your facilities including the
Canada facility, the Euro facility, the Japan facility, the
Swedish
Facility, the U.K. facility and the U.S. facility.

* Please clarify in the disclosure throughout your filing whether
or
not you have a Korea facility and/or a Swedish Krona facility.

* Please tell us and disclose how you determined that the credit
facility includes a commitment of $109 million since the facility
consists of six sub-facilities denominated in various currencies.

Note H. Lease Obligations, Other Commitments, and Contingency,
page
F-24

26. Please revise to tell us and disclose the following related to
the underpayment of taxes in foreign countries:

* If the contingent liability relates to more than one country,
please so state and clarify the extent/pervasiveness of the issue.

* Disclose the month and year when you were informed by one of
your
foreign subsidiaries.

* Disclose the periods (tax years) to which the contingent tax
liability relates (or may relate).

* Disclose when you began to investigate the matter.  Summarize
for
us the steps you have taken in your investigation and the steps
you
will take to complete it.  Disclose when you expect to complete
your
investigation.

* Disclose why you are not able to determine whether it is
probable
that an asset has been impaired or a liability incurred at the
date
of the financial statements and why you cannot reasonably estimate
the amount of loss under paragraph 8 of SFAS 5.

* Tell us the current status of this matter.

* We note that as of August 26, 2005, you have "not developed or
obtained specific and definitive information sufficient to
reasonably
confirm the existence of a tax liability, determine a reasonable
range of a potential liability, or otherwise evaluate any exposure
to
the Company."  Paragraph 8 of SFAS 5 refers to information
available
prior to issuance of the financial statements which indicates that
it
is probable that an asset had been impaired or a liability had
been
incurred at the date of the financial statements.  The language
used
in your disclosure may imply a higher level of certainty than is
required by SFAS 5 through the use of terms such as "specific and
definitive" information, "sufficient to reasonably confirm the
existence" of a tax liability, determine a "reasonable" range of a
"potential" liability, and "ultimate exposure" due to a lack of
"sufficient" information.

* Please note that SFAS 5 refers to information that was
"available"
prior to issuance of the financial statements.  That is, if the
information was available and, if reviewed, would indicate that it
is
probable that an asset had been impaired or a liability had been
incurred at the date of the financial statements, then you would
record a loss under SFAS 5 if the amount is reasonably estimated.

Note I. Income Taxes, page F-24

27. Please disclose the following:

* The types of events that would cause your unrecognized deferred
tax
liability for temporary differences related to investments in
foreign
subsidiaries that are essentially permanent in duration to become
taxable and the amount of that liability, if determinable, or
statement that determination of the amount is not practicable.
See
paragraph 44 of SFAS 109.

* Please tell us and disclose the nature and timing of the events
that caused "changes in the level of certainty regarding
realization."

Note M. Litigation, page F-33

28. We note that two customers of your German subsidiary have
asserted separate claims against you in connection with their
purchase of your transistors.  We note your disclosure that you
settled one of the claims in fiscal 2005, and the settlement
amount
was paid by your insurance carrier.  We note that you filed a Form
8-
K on January 4, 2006 wherein you disclosed that you settled the
other
claim on December 12, 2005, and the settlement amount was paid by
your insurance carrier.  Tell us and revise the notes to your
annual
and updated interim financial statements, as applicable, to
discuss
the amounts of the settlements, if and when you determined that
you
had obligations pursuant to SFAS 5, and how you accounted for the
amounts paid by your insurance company(ies).

Note O. Selected Quarterly Financial Data (Unaudited), page F-34

29. We note that you recorded a net loss of $(18,665) in the third
quarter of fiscal 2005.  Revise to provide a discussion of the
reason
for the significant variance in net income (loss) from the other
2005
quarters as required by Item 302(a)(3) of Regulation S-K.

30. Revise to disclose why certain amounts have been reclassified
to
conform to the fiscal 2005 presentation in accordance with Item
302(a)(2) of Regulation S-K.

Form 10-K for the Fiscal Year Ended May 28, 2005

Form 10-Q for the Fiscal Quarter Ended September 3, 2005

31. To the extent that you amend the Form S-1 to make material
changes to your disclosures, please consider whether you should
also
amend your Form 10-K for the fiscal year ended May 28, 2005 and/or
subsequently filed Forms 10-Q.

Exhibits 31.1 and 31.2

32. We note that the certifications filed as Exhibits 31.1 and
31.2
to your Form 10-K for the fiscal year ended May 28, 2005 and Form
10-
Q for the fiscal quarter ended September 3, 2005 were not in the
proper form. The required certifications must be in the exact form
prescribed; the wording of the required certifications may not be
changed in any respect.  Accordingly, please file amendments to
your
Form 10-K and Form 10-Q that include the entire filings together
with
the certifications of each of your current CEO and CFO in the form
currently set forth in Item 601(b)(31) of Regulation S-K.

      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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      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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William G. Seils
Richardson Electronics, Ltd.
January 4, 2006
Page 1