EXHIBIT 10(r)(2)

IMPORTANT NOTE: THIS IS CLAIMS MADE COVERAGE. PLEASE READ THIS
POLICY CAREFULLY.

THIS POLICY, SUBJECT TO THE DECLARATIONS, INSURING AGREEMENTS,
TERMS, CONDITIONS, LIMITATIONS AND AMENDMENTS, APPLIES ONLY TO
CLAIM OR CLAIMS THAT ARE FIRST MADE AGAINST THE INSURED(S) AND
REPORTED TO THE INSURER DURING THE POLICY PERIOD OR DISCOVERY
PERIOD (IF APPLICABLE).

THE LIMIT OF LIABILITY AVAILABLE TO PAY JUDGMENTS OR SETTLEMENTS
SHALL BE REDUCED AND MAY BE EXHAUSTED BY AMOUNTS INCURRED FOR
DEFENSE COSTS, CHARGES AND EXPENSES. THE RETENTION(S) APPLY(IES) TO
DEFENSE COSTS, CHARGES AND EXPENSES.

ST. PAUL MERCURY
INSURANCE COMPANY
St. Paul, Minnesota 55102
A Capital Stock Company
Herein Called the Insurer


EXCESS DIRECTORS AND OFFICERS LIABILITY AND CORPORATE
INDEMNIFICATION POLICY


DECLARATIONS


Item 1.   Named Insured: The Directors and Officers of
          Richardson Electronics, Ltd.

Item 2.   Address (No., Street, City, State and Zip Code)

          40W267 Keslinger Road
          LaFox, IL 60147

Item 3.   Policy Period

          From 5/31/95 To 05-31-96 (12:01 A.M. Standard Time at the
address stated in Item 2.)

Item 4.   Limit of Liability  $15,000,000. each Policy Period in
excess of Item 7(E).  The limit of liability available to pay
judgments or settlements shall be reduced and may be exhausted by
amounts incurred for legal defense costs, charges and expense.

Item 5.   Retentions (Applicable to Section 2(B)(2))

          $1,000,000.    Corporate Indemnification Each Loss 
          $   0          Each Insured Each Loss 
          $   0          Aggregate All Insureds Each Loss

Item 6.   Premium $ 77,500.

Item 7.   Schedule of Underlying Insurer(s) 
          (A)  1.   Underlying Insurer: Federal Insurance Company
               2.   Policy Number: 8125-64-60D
               3.   Policy Period: From: 05-31-95 To: 05-31-96
               4.   Limit of Liability: $15,000,000.
               5.   Retentions:
                    $500,000  Corporate Indemnification Each Loss
                    $  0      Each Insured Each Loss
                    $  0      Aggregate All Insureds Each Loss

          (B)  1.   Underlying Insurer: Not Applicable
               2.   Policy Number:
               3.   Policy Period: From:             To:
               4.   Limit of Liability: $

          (C)  1.   Underlying Insurer: Not Applicable
               2.   Policy Number:
               3.   Policy Period: From:             To:
               4.   Limit of Liability: $

          (D)  1.   Underlying Insurer: Not Applicable
               2.   Policy Number:
               3.   Policy Period: From:             To:
               4.   Limit of Liability: $

          (E)  Total amount of Underlying Limit of Liability
               $15,000,000 and any retentions or deductibles as
               applicable under the policy(ies) as stated in this
               Item 7.

Item 8.   Subject to the Terms, Conditions and Limitations of this
policy as hereinafter provided, this policy follows the form of:

     Insurer's Name: Federal Insurance Company
     Policy Number: 8125-64-60D

Item 9.   Forms Attached
     1)   St. Paul Mercury Insurance Company Policy, Form #50408.
     2)   Endorsements one through four.
     3)   St.Paul Mercury Insurance Company Application, Form #
          50264, and its attachments.


James C. Styer
Authorized Representative

July 20, 1995
Countersignature Date

Highland Park, IL
Countersigned At


                              INSURING CLAUSE


In consideration of the payment of the premium, in reliance upon
the statements made to the Insurer by application including its
attachments, a copy of which is attached to and forms a part of
this policy, and any material submitted therewith (which shall be
retained on file by the Insurer and be deemed attached hereto), and
except as hereinafter otherwise provided or amended, this policy is
subject to the same Insuring Agreement(s), Terms, Conditions and
Limitations as provided by the policy stated in Item 8 of the
Declarations and any amendments thereto, provided:

A.   1.   the Insurer has received prior written notice from the
Insured(s) of any amendments to the policy stated in Item 8 of the
Declarations, and

     2.   the Insurer has given to the Insured(s) its written
consent to any amendments to the policy stated in Item 8 of the
Declarations. and

     3.   the Insured has paid any required additional premium.

B.   This policy is not subject to the same premium or the amount
and Limit of Liability of the policy stated in Item 8 of the
Declarations.

                     TERMS, CONDITIONS AND LIMITATIONS

Section 1. UNDERLYING INSURANCE

A.   It is a condition precedent to the Insured(s) rights under
     this policy that the Insured(s) notify the Insurer, as soon as
     practicable in writing, of a failure to maintain in full force
     and effect, except as provided for under Section 2(B), and
     without alteration of any Terms, Conditions, Limit of
     Liability or Retentions, any of the underlying insurance
     policies as stated in Item 7 of the Declarations.

B.   Failure to maintain, as set forth above, any of the underlying
     insurance policies as stated in Item 7 of the Declarations,
     except as provided for under Section 2(B), shall not
     invalidate this policy, but the liability of the Insurer for
     loss under this policy shall apply only to the same extent it
     would have been liable had the underlying insurance policies
     been maintained as set forth above.  In no event shall the
     Insurer be liable to pay loss under this policy until the
     total amount of the Underlying Limit of Liability, as stated
     in Item 7(E) of the Declarations, has been paid solely by
     reason of the payment of loss.

Section 2. LIMIT OF LIABILITY

A.   The Insurer shall only be liable to make payment under this
     policy after the total amount of the Underlying Limit of
     Liability as stated in Item 7(E) of the Declarations has been
     paid solely by reason of the payment of loss.

B.   In the event of the reduction or exhaustion of the total
     amount of the Underlying Limit of Liability as stated in Item
     7(E) of the Declarations solely by reason of the payment of
     loss, this policy shall:

     1.   in the event of such reduction pay excess of the reduced
          amount of the Underlying Limit of Liability but not to
          exceed the amount stated in Item 4 of the Declarations,
          or

     2.   in the event of exhaustion continue in force provided
          always that this policy shall only pay the excess over
          the Retention amount stated in Item 5 of the Declarations
          as respects each and every loss hereunder, but not to
          exceed the amount stated in Item 4 of the Declarations.

C.   The Insurers' liability for loss subject to paragraphs (A) and
     (B) above shall be the amount stated in Item 4 of the
     Declarations which shall be the maximum liability of the
     Insurer in the Policy Period stated in Item 3 of the
     Declarations.  The Limit of Liability of the Insurer for the
     Discovery Period, if elected, shall be part of, and not in
     addition to, the Limit of Liability as stated in Item 4 of the
     Declarations.

Section 3. LOSS PROVISIONS

The Insured(s) shall as a condition precedent to the right to be
indemnified under this policy give to the Insurer notice in
writing, as soon as practicable and during the Policy Period or
during the Discovery Period, if effective, of any claim made
against the Insured(s).

Section 4. NOTICE

Notice hereunder shall be given to St. Paul Mercury Insurance
Company, 385 Washington Street, St. Paul, MN 55102.

Section 5. CANCELLATION

This policy may be cancelled by the Corporation at any time by
mailing written notice to the Insurer at the address shown in
Section 4 stating when thereafter such cancellation shall be
effective or by surrender of this policy to the Insurer or its
authorized agent.  This policy may also be cancelled by or on
behalf of the Insurer by delivering to the Corporation or by
mailing to the Corporation by registered, certified, or other first
class mail, at the Corporation's address as shown in Item 2 of the
Declarations, written notice stating when, not less than sixty (60)
days thereafter, the cancellation shall be effective.  The mailing
of such notice as aforesaid shall be sufficient proof of notice.
The Policy Period terminates at the date and hour specified in such
notice, or at the date and time of surrender.

If the period of limitation relating to the giving of notice is
prohibited or made void by any law controlling the construction
thereof, such period shall be deemed to be amended so as to be
equal to the minimum period of limitation permitted by such law.

Section 6. DISCOVERY PERIOD

If the Insurer shall cancel or refuse to renew (refusal to renew is
hereafter referred to as non-renewal) this policy, the Corporation
or the Insureds shall have the right, upon payment of the
additional premium of 75% of the premium hereunder, to an extension
of the cover granted by this policy to report any claim or claims
in accordance with Section 3, which claim or claims are made
against the Insureds during the period of twelve (12) months after
the effective date of cancellation or non-renewal, herein called
the Discovery Period, but only for any Wrongful Act committed
before the effective date of such cancellation or non-renewal and
otherwise covered by this policy.

This right shall terminate, however, unless the Corporation or the
Insureds provide written notice of such election together with the
payment of the additional premium due and this is received by the
Insurer at the address shown in Section 4 within ten (10) days
after the effective date of cancellation or non-renewal.

Discovery Period wherever used in this policy shall also mean
optional extension period or extended reporting period as defined
by the policy stated in Item 8 of the Declarations.

The offer by the Insurer of renewal terms, conditions, limits of
liability and/or premiums different from those of the expiring
policy shall not constitute non-renewal.

The provisions of this Section 6 and the rights granted herein to
the Corporation or the Insureds shall not apply to any cancellation
resulting from non-payment of premium.

Section 7. NUCLEAR ENERGY LIABILITY EXCLUSION

It is agreed that:

A.   This policy does not apply:

     1.   Under any Liability Coverage, to bodily injury or
          property damage
          a.   with respect to which an Insured under this policy
               is also an Insured under a nuclear energy liability
               policy issued by Nuclear Energy Liability Insurance
               Association, Mutual Atomic Energy Liability
               Underwriters or Nuclear Insurance Association of
               Canada, or would be an Insured under any such
               policy but for its termination upon exhaustion of
               its limit of liability; or

          b.   resulting from the hazardous properties of nuclear
               material and with respect to which (1) any person
               or organization is required to maintain financial
               protection pursuant to the Atomic Energy Act of
               1954, or any law amendatory thereof, or (2) the
               Insured is, or had this policy not been issued
               would be, entitled to indemnity from the United
               States of America, or an agency thereof, under any
               agreement entered into by the United States of
               America, or any agency thereof with any person or
               organization.

     2.   Under any Medical Payments coverage, or under any
          Supplementary Payments provision relating to first aid,
          to expenses incurred with respects to bodily injury
          resulting from the hazardous properties of nuclear
          material and arising out of the operation of a nuclear
          facility by any person or organization.

     3.   Under any Liability Coverage, to bodily injury or
          property damage resulting from the hazardous properties
          of nuclear material, if
          a.   the nuclear material (1) is at any nuclear facility
               owned by, or operated by or on behalf of an Insured
               or (2) has been discharged or dispersed therefrom;

          b.   the nuclear material is contained in spent fuel or
               waste at any time possessed, handled, used,
               processed, stored, transported or disposed of by or
               on behalf of an Insured, or

          c.   the bodily injury or property damage arises out of
               the furnishing by an Insured of services,
               materials, parts or equipment in connection with
               the planning, construction, maintenance, operation
               or use of any nuclear facility, but if such
               facility is located within the United States of
               America, its territories or possessions or Canada,
               this exclusion (c) applies only to property damage
               to such nuclear facility and any property thereat.

B.   As used in this exclusion:

     "hazardous properties" include radioactive, toxic or explosive
     properties;

     "nuclear material" means source material, special nuclear
     material or by-product material;

     "source material," "special nuclear material," and by-product
     material have the meanings given them in the Atomic Energy Act
     of 1954 or in any law amendatory thereof;

     "spent fuel" means any fuel element or fuel component, solid
     or liquid, which has been used or exposed to radiation in a
     nuclear reactor;

     "waste" means any waste material (1) containing by-product
     material and (2) resulting from the operation by any person or
     organization of any nuclear facility included within the
     definition of nuclear facility under paragraph (1) or (2)
     thereof;

     "nuclear facility" means
     (1) any nuclear reactor,

     (2)  any equipment or device designed or used for (1)
     separating the isotopes of uranium or plutonium, (2)
     processing or utilizing spent fuel, or (3) handling,
     processing or packaging waste,

     (3) any equipment or device used for the processing,
     fabricating or alloying of special nuclear material if at any
     time the total amount of such material in the custody of the
     Insured and the premises where such equipment or device is
     located consists of or contains more than 25 grams of
     plutonium or uranium 233 or any combination thereof, or more
     than 250 grams of uranium 235,

     (4) any structure, basin, excavation, premises or place
     prepared or used for the storage or disposal of waste,

     and includes the site on which any of the foregoing is
     located, and operations conducted on such site and all
     premises used for such operations;

     "nuclear reactor" means any apparatus designed or used to
     sustain nuclear fission in a self-supporting chain reaction or
     to contain critical mass of fissionable material, "property
     damage" includes all forms of radioactive contamination of
     property.

Section 8. ACTION AGAINST THE INSURER

No action shall lie against the Insurer unless, as a condition
precedent thereto, there shall have been full compliance with all
of the terms of this policy, nor until the amount of the
Corporation's obligation to pay and/or the Insureds' obligation to
pay have been finally determined either by judgment against the
Insureds after actual trial or by written agreement of the
Corporation and/or the Insureds, the claimant and the Insurer.

Any person or organization or the legal representative thereof who
has secured such judgment or written agreement shall thereafter be
entitled to recover under this policy to the extent of the
insurance afforded by this policy.  No person or organization shall
have any right under this policy to join the Insurer as a party to
any action against the Corporation and/or Insureds to determine the
Insureds' liability, nor shall the Insurer be impleaded by the
Corporation and/or Insureds or their legal representatives.
Bankruptcy or insolvency of the Corporation or the Corporation's
estate, or bankruptcy or insolvency of the Insureds or the
Insureds' estate shall not relieve the Insurer of any of its
obligations hereunder.

IN WITNESS WHEREOF, the Insurer designated on the Declarations page
has caused this policy to be signed by its President and Secretary
and countersigned on the Declarations page by a duly authorized
representative of the Insurer.



Secretary                          President


ENDORSEMENT #1



The following spaces preceded by an asterisk (*) need not be
completed if this endorsement and the policy have the same
inception date.

ATTACHED TO AND FORMING
PART OF POLICY NO.
900DX0134

ILLINOIS AMENDATORY ENDORSEMENT
M1137 Ed. 6-90

In Consideration of the premium charged, it is hereby understood
and agreed that:

1.   The first paragraph under Section 5. CANCELLATION is hereby
     deleted in its entirety and substituted with the following:

This policy may be cancelled by the Corporation at any time by
mailing written notice to the Insurer at the address shown in
Section 4 stating when thereafter such cancellation shall be
effective or by surrender of this policy to the Insurer or its
authorized agent.  This policy may also be cancelled by or on
behalf of the Insurer by mailing to the Corporation, by registered,
certified or other first class mail, at the last mailing address
known to the Insurer, written notice stating when, not less than
sixty (60) days thereafter, the cancellation shall be effective.
All such notices shall contain the specific reason(s) for
cancellation.  If this policy has been in effect for more than
sixty (60) days, the cancellation must be for one of the following
reasons:

     A.   Nonpayment of premium;
     B.   Misrepresentation or fraud made by or with the knowledge
          of the Corporation or the Insureds in obtaining the
          policy or in pursuing a claim under the policy;
     C.   A violation by any Insured of any of the terms and
          conditions of the policy;
     D.   A substantial increase in the risk originally assumed;
     E.   Loss of reinsurance by the Insurer which provided
          coverage to the Insurer for a significant amount of the
          underlying risk insured.  Certification of the loss of
          reinsurance must be given to the Director of Insurance.
     F.   A determination by the Director of Insurance that the
          continuation of the policy would place the Insurer in
          violation of the insurance laws of the State of Illinois.


     It is further agreed that this policy may be non renewed by or
     on behalf of the Insurer by mailing written notice to the
     Corporation, by registered, certified, or other first class
     mail, at the last mailing address known to the Insurer.  All
     such notices shall contain the specific reason(s) for non
     renewal.  It is further agreed that non renewal of this policy
     will be effective sixty (60) days after receipt of the Insured
     of written notice from the Insurer of its desire to non renew
     this policy, or at the time and date set forth in the notice
     of non renewal, provided sixty (60) days notice has been given
     the Corporation prior to said date.

2.   It is further understood and agreed that Section 6. DISCOVERY
     PERIOD is hereby deleted in its entirety and replaced with the
     following:

     If the Insurer or the Insured(s) shall cancel or refuse to
     renew (refusal to renew is hereafter referred to as
     non-renewal) this policy, the Corporation or the Insured(s)
     shall have the right, upon payment of the additional premium
     of seventy five percent (75%) of the expiring annual premium
     hereunder, to report any claim or claims in accordance with
     Section 3, which claim or claims are made against the
     Insured(s) during the period of twelve (12) months after the
     effective date of cancellation or non-renewal, herein called
     the Discovery Period, but only for any Wrongful Act committed
     before the effective date of such cancellation or non-renewal
     and otherwise covered by this policy.

     This right shall terminate, however, unless the Corporation or
     the Insured(s) provide written notice of such election
     together with the payment of the additional premium due and
     this is received by the Insurer at the address shown in
     Section 4 within thirty (30) days after the effective date of
     cancellation or non-renewal.

     The additional premium for the Discovery Period shall be fully
     earned at the inception of the Discovery Period. The Discovery
     Period is not cancelable.

Nothing herein contained shall be held to vary, alter, waive or
extend any of the terms, conditions, provisions, agreements or
limitations of the above mentioned policy, other than as above
stated.

In Witness Whereof,the Company has caused this endorsement to be
signed by a duly authorized   representative of the Company.

Authorized Representative

ENDORSEMENT #2



The following spaces preceded by an asterisk (*) need not be
completed if this endorsement and the policy have the same
inception date.

ATTACHED TO AND FORMING
PART OF POLICY NO.
900DX0134

PRIOR AND PENDING LITIGATION EXCLUSION
M1150 Ed. 3-90

In consideration of the premium charged, it is hereby understood
and agreed that the Insurer shall not be liable to make any payment
for loss in connection with any claim or claims made against the
Insured(s) arising from any prior or pending litigation as of
05-31-90, as well as all future claims or litigation based upon the
pending or prior litigation or derived from the same or essentially
the same facts (actual or alleged) that gave rise to the prior or
pending litigation.

Nothing herein contained shall be held to vary, alter, waive or
extend any of the terms, conditions, provisions, agreements or
limitations of the above mentioned policy, other than as above
stated.

In Witness Whereof,the Company has caused this endorsement to be
signed by a duly authorized   representative of the Company.

Authorized Representative

ENDORSEMENT #3

The following spaces preceded by an asterisk (*) need not be
completed if this endorsement and the policy have the same
inception date.

ATTACHED TO AND FORMING
PART OF POLICY NO.
900DX0134


In consideration of the premium charged, it is understood and
agreed that the Insurer shall not be liable to make any payment for
Loss in connection with any claim or claims made against the
Insureds, based upon, arising out of, attributable to or in any way
involving the following:

     1.   Panache Broadcasting of Pennsylvania, Inc. v. Richardson
          Electronics, Ltd.; Varian Associates, Inc.; and Varian
          Supply Company (Case No. 90 C 6400.); or

     2.   A contract to supply tubes to the United States
          Government which was completed in 1989 as described in
          Note K - Litigation on page 23 of the Richardson
          Electronics, Ltd. 1994 Annual Report; or

     3.   Arius, Inc. v. Richardson Electronics, Ltd., Flint
          Cooper, William Alexander, Kevin Dutton (case number CI.
          95-202 in the Circuit Court of the Ninth Judicial Circuit
          in and for Orange County, Florida)


Nothing herein contained shall be held to vary, alter, waive or
extend any of the terms, conditions, provisions, agreements or
limitations of the above mentioned policy, other than as above
stated.

In Witness Whereof,the Company has caused this endorsement to be
signed by a duly authorized   representative of the Company.

Authorized Representative


ENDORSEMENT #4

The following spaces preceded by an asterisk (*) need not be
completed if this endorsement and the policy have the same
inception date.

ATTACHED TO AND FORMING
PART OF POLICY NO.
900DX0134

REPORTED INCIDENTS EXCLUSION
M1117 Ed. 3-90

In consideration of the premium charged, it is hereby understood
and agreed that under this policy the Insurer shall not be liable
to make any payment for Loss in connection with any claim or claims
made against the Insured(s) arising from any circumstances of which
notice has been given under any insurance in force prior to the
inception date of this policy including any applicable discovery
period.


Nothing herein contained shall be held to vary, alter, waive or
extend any of the terms, conditions, provisions, agreements or
limitations of the above mentioned policy, other than as above
stated.

In Witness Whereof,the Company has caused this endorsement to be
signed by a duly authorized   representative of the Company.

Authorized Representative


RENEWAL APPLICATION
FOR DIRECTORS AND OFFICERS LIABILITY
AND CORPORATE INDEMNIFICATION

THIS IS A RENEWAL APPLICATION FOR A CLAIMS MADE POLICY

This policy includes provisions that may reduce your limit of
liability by defense costs.  Defense costs are applied to the
retention(s) and loss participation amounts.

1.(a)     Name of Corporation (Organization)

Richardson Electronics, Ltd.

(b)  Address

40W267 Keslinger road, LaFox, IL  60147

(c)  State of Incorporation (or Charter)

Delaware

2.   Amount of insurance desired on renewal
     (Excess of primary $15,000,000)  $15,000,000

3.   Stock (This question does not apply to Non-Profit
Organizations but must be answered for each for-profit subsidiary
owned more than 50 percent by a non-profit organization.)
                                                  
(a)  Total number of common shares outstanding    Class B Common 
                                   8,196,386      3,247,159
(b)  Total number of common stockholders  721     45
(c)  Total number of common shares
     owned directly or beneficially by Officers                  
                                   6,458,215      3,232,422
(d)  Total number of common shares owned
     directly or beneficially by Directors, 
     who are not Officers            516,045             247
(e)  Attach a list of names and percentages of
     shareholders owning, directly or beneficially,
     five percent or more of the common shares or
     other class of stock.

4.   Attach a list of all subsidiary corporations that are more
     than 50 percent owned for which coverage is requested and
     designate the percentage of ownership, nature of operations,
     date acquired or created and the Directors and Officers of
     each.

5.   Unless such information is contained in the latest Annual
     Report of the Corporation, attach a list of (a) the names of
     all directors of the parent Corporation and (b) the names and
     official titles of all Officers of the parent Corporation.

6.   (a)  Does the corporation have under consideration at 
          the present time or do they contemplate any 
          acquisitions, tender offers or mergers?
          If yes, attach full details.            NO

     (b)  Have there been any offers (including tender offers)
          or negotiations to offer to purchase five percent or
          more of any class of voting stock of the corporation
          in the past three years or are any such offers 
          expected in the future?
          If yes, attach full details.            NO

7.   Has the corporation or any subsidiary filed or contemplated
     filing any new public offering of securities either pursuant
     to the Securities Act of 1933 or exempt from registration
     under regulation A within the past 12 months or within the
     next 12 months?
     If yes, attach a statement of full details including
     the prospectus.                              YES

8.   Attached and made a part of this application by reference are:

     (a)  Copy of last Annual Report and latest interim report.
     (b)  Copy of Provisions of the Charter or By-Laws drafted
          within the last year covering any measures which may be
          deemed to be "anti-takeover" in matter.  If not
          applicable, so state.  NA
     (c)  Copy of Notice to Stockholders and the Proxy Statement
          for either the last or next Annual Meeting.

     (d)  Copy of Form 10-K for latest fiscal year and latest 10-Q.
     (e)  Copy of any article about the corporation which appeared
          in a business news publication within the past six months
          as well as a schedule of interviews granted to news
          media.
     (f)  Copy of form 8K Reports and 13D filed within the last 12
          months.
     (g)  Copy of most recent Schedule of Insurance.
     (h)  Operational brochures (not application if 10-K
          available).

9.   It is agreed that this renewal application is a supplement to
     the applications previously submitted to the Insurer in
     conjunction with the underwriting and issuance of insurance
     policies for which this policy is a renewal or replacement or
     otherwise succeeds in time, and those applications together
     with this application shall constitute the complete
     application which shall be the basis of any quotation which
     may be made.

10.  The undersigned authorized Officer of the Corporation (or
     Organization) declares, after inquiry, that the statements set
     forth herein are true.  The undersigned authorized Officer
     agrees that if the information supplied on this application
     changes between the date of this application and the effective
     date of the insurance, the undersigned will immediately notify
     the Insurer of such changes, and that the Insurer may withdraw
     or modify any outstanding quotations and/or authorization or
     agreement to bind the insurance.

     Although the signing of this Application does not bind the
     undersigned on behalf of the Corporation (or Organization), to
     effect this insurance, the undersigned on behalf of the
     Corporation (or Organization), agrees that this form and the
     said statements shall be the basis of any insurance contract
     or agreement which may be made.  The Insurer is hereby
     authorized to make any investigation and inquiry in connection
     with this application.

KENTUCKY FRAUD WARNING:  Any person who knowingly and with intent
to defraud any insurance company or other person files an
application for insurance containing any materially false
information or conceals for the purpose of misleading information
concerning any fact material thereto commits a fraudulent insurance
act, which is a crime.

NEW YORK FRAUD WARNING:  Any person who knowingly and with intent
to defraud any insurance company or other person files an
application for insurance or statement of claim containing any
materially false information, or conceals for the purpose of
misleading, information concerning any fact material thereto,
commits a fraudulent insurance act, which is a crime, and shall
also be subject to a civil penalty not to exceed five thousand
dollars and the stated value of the claim for each such violation.

OHIO FRAUD WARNING:  Any person, who, with intent to defraud or
knowing that he is facilitating a fraud against an insurer, submits
an application or files a claim containing a false or deceptive
statement is guilty of insurance fraud.

OKLAHOMA FRAUD WARNING:  Any person who knowingly, and with intent
to injure, defraud or deceive any insurer, makes any claim for the
proceeds of an insurance policy containing any false, incomplete or
misleading information is guilty of a felony.

PENNSYLVANIA FRAUD WARNING:  Any person who knowingly and with
intent to defraud any insurance company or other person files an
application for insurance or statement of claim containing any
materially false information or conceals for the purpose of
misleading, information concerning any fact material thereto
commits a fraudulent insurance act, which is a crime and subjects
such person to criminal and civil penalties.

Any indication or offer to provide coverage may include terms and
conditions which are materially different from expiring coverage. 
The company shall not be obligated to provide terms in accordance
with requested coverage and terms and conditions may be offered
which are materially different from those requested.

If an order is received, the application will be attached to and
form part of the policy.

Broker or Agent
Mesirow Insurance Services. Inc.

City, State
Highland Park, IL

Date Submitted
05/10/95

Signed: Edward J. Richardson
Title:  Chairman & President

Corporation (or Organization)
Richardson Electronics, Ltd.

Date:  May 15, 1995