EXHIBIT 10(b)

PROMISSORY NOTE (UNSECURED)
$8,000,000.00                      Chicago. Illinois May 31, 1995
                                   Due  August 31, 1995

     FOR VALUE RECEIVED, the undersigned (jointly and severally if
more than one) ("Borrower"), promises to pay to the order of
AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO ("Bank"), at
its principal place of business in Chicago, Illinois or such other
place as Bank may designate from time to time hereafter, the
principal sum of Eight Million and no/100 Dollars, or such lesser
principal sum as may then be owed by Borrower to Bank hereunder.

     Borrowers obligations and liabilities to Bank under this Note
("Borrowers Liabilities") shall be due and payable on August 31,
1995.

     The unpaid principal balance of Borrowers Liabilities due
hereunder shall bear interest from the date hereof until paid,
computed as follows (delete inapplicable provisions): (ii) at a
daily rate equal to the daily rate equivalent of 0**% per annum
(computed on the basis of a 360-day year and actual days elapsed)
in excess of the rate of interest announced or published publicly
from time to time by Bank as its prime or base rate of interest
(the "Base Rate"); provided, however, that in the event that any of
Borrower's Liabilities are not paid when due, the unpaid amount of
Borrower's Liabilities shall bear interest after the due date until
paid at a rate equal to the sum of (a) the rate in effect prior to
the due date and (b) 3%.

     If the rate of interest to be charged by Bank to Borrower
hereunder is that specified in clause (ii), such rate shall
fluctuate hereafter from time to time concurrently with, and in an
amount equal to, each increase or decrease in the Base Rate,
whichever is applicable.

     Accrued interest shall be payable by Borrower to Bank with
each principal installment of Borrowers Liabilities due hereunder,
or as billed by Bank to Borrower, at Bank's principal place of
business, or at such other place as Bank may designate from time to
time hereafter.

     Borrower warrants and represents to Bank that Borrower shall
use the proceeds represented by this Note solely for proper
business purposes, and consistently with all applicable laws and
statutes.

The occurrence of any one of the following events shall constitute
a default by the Borrower ("Event of Default") under this Note (a)
if Borrower fails to pay any of Borrower's Liabilities when due and
payable: (b) if Borrower fails to perform, keep or observe any
term, provision, condition, covenant, warranty or representation
contained in this Note which is required to be performed, kept, or
observed by Borrower: (c) occurrence of a default or an event of
default under any agreement, instrument or document heretofore, now
or at any time hereafter delivered by or on behalf of Borrower to
Bank; (d) occurrence of a default or an event of default under any
agreement, instrument or document heretofore, now or at any time
hereafter delivered to Bank by any guarantor or Borrowers
Liabilities; (e) if any of Borrower's assets are attached, seized,
subjected to a writ of distress warrant, or are levied upon or
become subject to any lien or come within the possession of any
receiver, trustee, custodian or assignee for the benefit of
creditors: (f) if Borrower or any guarantor of Borrower's
Liabilities becomes insolvent or generally fails to pay, or admits
in writing its inability to pay, debts as they become due, if a
petition under any section or chapter of the Bankruptcy Reform Act
of 1978 or any similar law or regulation is filed by or against
Borrower or any such guarantor, if Borrower or any such guarantor
shall make an assignment for the benefit of creditors, if any case
or proceeding is filed by or against Borrower or any such guarantor
for its dissolution or liquidation, or upon the death or
incompetency of Borrower or any such guarantor, or the appointment
of a conservator for all or any portion of Borrower's assets; or
(g) if a contribution failure occurs with respect to any pension
plan maintained by Borrower or any corporation, trade or business
that is, along with Borrower, a member of a controlled group of
corporations or a controlled group of trades or businesses (as
described in Sections 414(b) and (c) of the Internal Revenue Code
of 1986 or Section 4001 of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA")) sufficient to give rise to a
lien under Section 302(f) of ERISA; or (h) if Bank is reasonably
insecure.

     Upon the occurrence of an Event of Default, at Bank's option,
without notice by Bank to or demand by Bank of Borrower, all of
Borrowers Liabilities shall be due and payable forthwith.

     All of Bank's rights and remedies under this Note are
cumulative and non-exclusive.  The acceptance by Bank of any
partial payment made hereunder after the time when any of
Borrower's Liabilities become due and payable will not establish a
custom, or waive any rights of Bank to enforce prompt payment
hereof.  Bank's failure to require strict performance by Borrower
of any provision of this Note shall not waive, affect or diminish
any right of Bank thereafter to demand strict compliance and
performance therewith.  Any waiver of an Event of Default hereunder
shall not suspend. waive or affect any other Event of Default
hereunder.  Borrower and every endorser waive presentment, demand
and protest and notice of presentment. protest, default
non-payment, maturity, release, compromise, settlement, extension
or renewal of this Note, and hereby ratify and confirm whatever
Bank may do in this regard.  Borrower further waives any and all
notice or demand to which Borrower might be entitled with respect
to this Note by virtue of any applicable statute or law (to the
extent permitted by law).

     Borrower agrees to pay, upon Bank's demand therefor, any and
all costs, fees and expenses (including attorneys fees, costs and
expenses) incurred by Bank (i) in enforcing any of Bank's rights
hereunder, and (ii) in representing Bank in any litigation,
contest, suit or dispute or to commence, defend or intervene or to
take any action with respect to any litigation, contests suit or
dispute (whether instituted by Bank, Borrower or any other person)
in any way relating to this Note or Borrower's Liabilities, and to
the extent not paid the same shall become part of Borrower's
Liabilities hereunder.

     This Note shall be deemed to have been submitted by Borrower
to Bank at Bank's principal place of business and shall be deemed
to have been made thereat.  This Note shall be governed and
controlled by the laws of the State of Illinois as to
interpretation, enforcement. validity, construction, effect, choice
of law and in all other respects.

     TO INDUCE BANK TO ACCEPT THIS NOTE, BORROWER, IRREVOCABLY,
AGREES THAT, SUBJECT TO BANK'S SOLE AND ABSOLUTE ELECTION, ALL
ACTIONS OR PROCEEDINGS IN ANY WAY, MANNER OR RESPECT, ARISING OUT
OF OR FROM OR RELATED TO THIS NOTE SHALL BE LITIGATED IN COURTS
HAVING SITUS WITHIN THE CITY OF CHICAGO, STATE OF ILLINOIS. 
BORROWER HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY
LOCAL, STATE OR FEDERAL COURT LOCATED WITHIN SAID CITY AND STATE.
BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO TRANSFER OR CHANGE
THE VENUE OF ANY LITIGATION BROUGHT AGAINST BORROWER BY BANK IN
ACCORDANCE WITH THIS PARAGRAPH.

     BORROWER IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY
ACTION OR PROCEEDING (i) TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR
IN CONNECTION WITH THIS NOTE OR ANY AMENDMENT, INSTRUMENT, DOCUMENT
OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN
CONNECTION HEREWITH, OR (ii) ARISING FROM ANY DISPUTE OR
CONTROVERSY IN CONNECTION WITH OR RELATED TO THIS NOTE OR ANY SUCH
AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT, AND AGREES THAT ANY
SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY.

**BORROWER MAY SELECT LIBOR RATE OPTION (Plus Spread of 1.50).

40W267 Keslinger road         RICHARDSON ELECTRONICS, LTD.
LaFox, IL  60147              By: /s/ William J. Garry
                                   VP & CFO