EXHIBIT 10(r)(3)

CNA INSURANCE COMPANIES 
CNA Plaza.
Chicago, IL 60685

DECLARATIONS EXCESS INSURANCE POLICY

NOTICE

THIS IS A "CLAIMS-MADE" POLICY AND, SUBJECT TO ITS PROVISIONS,
APPLIES ONLY TO ANY CLAIM FIRST MADE AGAINST THE INSUREDS DURING
THE POLICY PERIOD.  NO COVERAGE EXISTS FOR ANY CLAIM FIRST MADE
AFTER THE END OF THE POLICY PERIOD UNLESS, AND TO THE EXTENT, THE
EXTENDED REPORTING PERIOD APPLIES.  THE LIMIT OF LIABILITY SHALL BE
REDUCED BY AMOUNTS INCURRED AS DEFENSE COSTS.

ACCOUNT NUMBER      45386

COVERAGE PROVIDED BY     CONTINENTAL CASUALTY COMPANY

POLICY NUMBER       DOX 600028634

AGENCY         910 701425


NAMED ENTITY AND PRINCIPAL ADDRESS
Item 1.

RICHARDSON ELECTRONICS, LTD.
40W267 KESLINGER RD.
LAFOX, IL  60147

Attn: LEONARD R. PRANGE


AGENT

NORTHBROOK RISK MANAGERS INC 
ROBINA K. FISHER 
3100 DUNDEE RD. STE. 205 
P.O. BOX 4410 NORTHBROOK, IL  62624 
(708) 564-4350


Item 2. Policy Period:

May 31, 1994 to May 31, 1995
12:01 a.m. Standard Time at the Principal Address stated in Item 1.

Item 3.  Limit of Liability (Inclusive of Defense Costs): 
$5,000,000 Maximum aggregate Limit of Liability for the Policy
Period.

Item 4.  Schedule of Underlying Insurance:
     A.   Primary Policy:
          Name of Carrier     Federal Insurance Company
          Policy No.          8125-64-60C
          Limits              $15,000,000
          Deductible/Retention Amount  0/0/$1,000,000

     B.   Underlying Excess Policy(ies):
          Name of Carrier     Federal Insurance Company
          Policy No.          443 01 66
          Limits              $15,000,000
          Deductible/Retention Amount  
     

Item 5. Policy Premium:
     $26,300


Item 6.  Forms and Endorsements forming a part of this policy at
inception:  G-15920-A12, G-39543-B, G-39543-B


These Declarations along with the completed and signed Application
and the Excess Insurance Policy, shall constitute the contract
between the Insureds, the Named Entity, and the Insurer.


Authorized Representative   Selwyn S. Marcus
Date:  8-23-94

CANCELLATION/NON-RENEWAL PROVISIONS
STATE OF ILLINOIS


Any cancellation or non-renewal provisions contained in the policy
to which this endorsement is attached are deleted and replaced by
the following:

I.   Cancellation

A.   This policy can be cancelled by either the entity named in
     Item 1. of the Declarations or the Insurer.

     1.   The entity named in Item 1. of the Declarations can
          cancel this policy at any time by mailing advance written
          notice to the Insurer stating when the cancellation is to
          be effective.

     2.   The Insurer can cancel this policy by giving written
          notice to the entity named in Item 1. of the Declarations
          at least:

          a.   10 days before the effective date of cancellation
               if cancellation is for non-payment of premium.
               However, the entity named in Item 1. of the
               Declarations may continue the coverage by payment
               in full at any time prior to the effective date of
               cancellation;

          b.   30 days before the effective date of cancellation
               if cancellation is for any other reason provided
               that the policy has been in effect for 60 days or
               less; or

          c.   60 days before the effective date of cancellation
               if the policy has been in effect for more than 60
               days and cancellation is for any other reason as
               set forth below.

     B.   The Insurer will mail notice to the entity named in Item
          1. of the Declarations at the last mailing address known
          to the Insurer, and a copy shall also be mailed to the
          agent of the entity named in Item 1. of the Declarations.

     C.   Notice of cancellation will state the effective date of
          cancellation.  The policy will end on that date.  The
          specific reason for such cancellation shall also be
          stated.

     D.   Proof of mailing will be sufficient proof of notice.

     E.   If this policy is cancelled, the Insurer will send the
          entity named in Item 1. of the Declarations any premium
          refund due.  If the Insurer cancels, the refund will be
          pro-rata.  If the entity named in Item 1. of the
          Declarations cancels, the refund may be less than
          pro-rata.

          The cancellation will be effective even if the Insurer
          has not made or offered a refund.

          If this policy has been in effect for more than 60 days,
          the Insurer shall not cancel this policy except for one
          or more of the following conditions:

          1.   non-payment of premium;

          2.   material misrepresentation;

          3.   a material increase in the hazard insured against; 
               
          4.   violation of any terms or conditions of the policy
               by the entity named in Item 1. of the Declarations;

          5.   substantial loss of reinsurance by the Insurer
               affecting this particular type of insurance,
               certified to the insurance regulatory authority;

          6.   a determination by the insurance regulatory
               authority that continuation of the policy will
               place the Insurer in violation of the insurance
               laws of the state.

II.  Non-Renewal

If the Insurer decides not to renew this policy, 60 days advance
written notice shall be mailed to the entity named in Item 1. of
the Declarations at the last known address.

The notice shall include the specific reason for such non-renewal.

If the Insurer offers to renew this policy at terms which involve
an increase in premium of 30% or more or changes in deductibles or
coverage that materially alter the policy, such terms will take
effect on the renewal date if the Insurer has notified the entity
named in Item 1. of the Declarations of the terms at lest 60 days
prior to the expiration date of this policy.


This endorsement, which forms a part of and is for attachment to
the following described Policy issued by the designated Insurer
takes effect on the effective date of said Policy, unless another
effective date is shown below, at the hour stated in said Policy
and expires concurrently with said Policy.


Must Be Completed
ENDT. NO. 1    POLICY NO. 600028634


PRIOR OR PENDING LITIGATION


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 MADE AGAINST THE DIRECTORS OR
OFFICERS BASED UPON OR ATTRIBUTABLE TO LITIGATION PRIOR TO OR
PENDING AS OF 5/31/91 INVOLVING THE COMPANY NOTED IN ITEM A OF THE
DECLARATIONS PAGE (HEREINAFTER CALLED THE COMPANY) AND/OR ITS
SUBSIDIARY(IES) AND/OR DIRECTORS OR OFFICERS OF THE COMPANY AND/OR
ITS SUBSIDIARY(IES) OR ARISING OUT OF THE FACTS OR CIRCUMSTANCES
UNDERLYING OR ALLEGED IN ANY SUCH PRIOR OR PENDING LITIGATION.

ALL OTHER PROVISIONS OF THE POLICY REMAIN UNCHANGED.

This endorsement is a part of your policy and takes effect on the
effective date of your policy, unless another effective date is
shown below.

Must Be Completed
ENDT. NO 2     POLICY NO. 600028634

PRIOR NOTICE EXCLUSION ENDORSEMENT

IT IS UNDERSTOOD AND AGREED THAT THE INSURER SHALL NOT BE LIABLE TO
MAKE ANY PAYMENT FOR LOSS IN CONNECTION WITH ANY CLAIM MADE AGAINST
THE DIRECTORS OR OFFICERS BASED UPON, ARISING OUT OF, RELATING TO,
DIRECTLY OR INDIRECTLY RESULTING FROM OR IN CONSEQUENCE OF, OR IN
ANY WAY INVOLVING:

1.   ANY WRONGFUL ACT OR ANY MATTER, FACT, CIRCUMSTANCE, SITUATION,
     TRANSACTION, CASUALTY, OR EVENT WHICH HAS BEEN THE SUBJECT OF
     ANY NOTICE GIVEN PRIOR TO THE EFFECTIVE DATE OF THIS POLICY
     UNDER ANY OTHER POLICY, OR

2.   ANY OTHER WRONGFUL ACT WHICH, TOGETHER WITH A WRONGFUL ACT
     WHICH HAS BEEN THE SUBJECT OF SUCH NOTICE DESCRIBED IN THE
     PRECEDING CLAUSE, WOULD CONSTITUTE INTERRELATED WRONGFUL ACTS.

IT IS FURTHER UNDERSTOOD AND AGREED THAT THE TERM "INTERRELATED
WRONGFUL ACTS" IS DEFINED AS FOLLOWS:

WRONGFUL ACTS WHICH HAVE IN COMMON ANY MATTER, FACT, CIRCUMSTANCE,
SITUATION, TRANSACTION, CASUALTY OR EVENT, OR ONE OR MORE SERIES
THEREOF.

ALL OTHER PROVISIONS OF THE POLICY REMAIN UNCHANGED.

This endorsement is a part of your policy and takes effect on the
effective date of your policy, unless another effective date is
shown below.

Must Be Completed
ENDT. NO. 3    Policy No. 600028634


EXCESS INSURANCE POLICY

In consideration of the payment of the premium and in reliance on
all statements made and information furnished to Continental
Casualty Company (hereinafter called the "Insurer"), and/or to the
insurers of the Underlying Insurance, including the statements made
in the Application made a part hereof and subject to all of the
provisions of this Policy, the Insurer and the Insureds agree as
follows:

I.   INSURING AGREEMENT

     The Insurer shall provide the Insureds with excess coverage
     over the Underlying Insurance as set forth in Item 4 of the
     Declarations during the Policy Period set forth in Item 2 of
     the Declarations.  Coverage hereunder shall attach only after
     all such Underlying Insurance has been exhausted by payments
     for losses and shall then apply in conformance with the same
     provisions of the Primary Policy at its inception, except for
     premium, limit of liability and as otherwise specifically set
     forth in the provisions of this Policy.

II.  POLICY DEFINITIONS

     Application shall mean the written application for this
     Policy, including any materials submitted therewith, which
     together shall be on file with the Insurer and deemed a part
     of and attached hereto as if physically attached to this
     Policy.

     Named Entity means the organization named in Item 1 of the
     Declarations.

     Insureds means those persons or organization(s) insured under
     the Primary Policy, at its inception.

     Policy Period means the period from the effective date and
     hour of this Policy as set forth in Item 2. of the
     Declarations, to the Policy expiration date and hour set forth
     in Item 2. of the Declarations, or its earlier cancellation
     date or termination date, if any.

     Primary Policy means the Policy scheduled in Item 4(a) of the
     Declarations.

     Underlying Insurance means all those Policies scheduled in
     Item 4 of the Declarations and any Policies replacing them.

III. MAINTENANCE OF UNDERLYING INSURANCE

     All of the Underlying Insurance scheduled in Item 4 of the
     Declarations shall be maintained during the Policy Period in
     full effect, except for any reduction of the aggregate
     limit(s) of liability available under the Underlying Insurance
     solely by reason of payment of losses thereunder.  Failure to
     comply with the foregoing shall not invalidate this Policy but
     the Insurer shall not be liable to a greater extent than if
     this condition had been complied with.  To the extent that any
     Underlying Insurance is not maintained in full effect during
     the currency of this Policy Period, then the Insureds shall be
     deemed to have retained any loss for the amount of the limit
     of liability of any Underlying Insurance which is not
     maintained as set forth above.

     In the event of any actual or alleged (a) failure by the
     Insureds to give notice or to exercise any extensions under
     any Underlying Insurance or (b) misrepresentation or breach of
     warranties by any of the Insureds with respect to any
     Underlying Insurance, the Insurer shall not be liable
     hereunder to a greater extent than it would have been in the
     absence of such actual or alleged failure, misrepresentation
     or breach.

     It is further a condition of this Policy that the Insurer
     shall be notified in writing, as soon as practicable of
     cancellation and/or alteration of any provisions of any of the
     policies of Underlying Insurance.

IV.  LIMIT OF LIABILITY

     The amount set forth in Item 3 of the Declarations shall be
     the maximum aggregate Limit of Liability of the Insurer for
     the Policy Period.

     Costs of defense shall be part of and not in addition to the
     Limit of Liability in Item 3 of the Declarations, and such
     costs of defense shall reduce the Limit of Liability stated in
     Item 3 of the Declarations.

V.   DEPLETION OF UNDERLYING LIMIT(S)

     In the event of the depletion of the limit(s) of liability of
     the Underlying Insurance solely as the result of actual
     payment of losses thereunder by the applicable insurers, this
     Policy shall, subject to the Insurer's Limit of Liability and
     to the other terms of this Policy, continue to apply to losses
     as Excess Insurance over the amount of insurance remaining
     under such Underlying Insurance.  In the event of the
     exhaustion of all of the limit(s) of liability of such
     Underlying Insurance solely as a result of payment of losses
     thereunder, the remaining limits available under this Policy
     shall, subject to the Insurer's Limit of Liability and to the
     other provisions of this Policy, continue for subsequent
     losses as primary insurance and any retention specified in the
     Primary Policy shall be imposed under this Policy as to each
     claim made; otherwise no retention shall be imposed under this
     Policy.

     This Policy only provides coverage excess of the Underlying
     Insurance.  This Policy does not provide coverage for any loss
     not covered by the Underlying Insurance except and to the
     extent that such loss is not paid under the Underlying
     Insurance solely by reason of the reduction or exhaustion of
     the available Underlying Insurance through payments of loss
     thereunder.  In the event the insurer of one or more of the
     Underlying Insurance policies fails to pay loss in connection
     with any claim covered under the Underlying Insurance as a
     result of the insolvency, bankruptcy, or liquidation of said
     insurer, then the Insureds hereunder shall be deemed to have
     retained any loss for the amount of the limit of liability of
     said insurer which is not paid as a result of such insolvency,
     bankruptcy or liquidation.

     If any Underlying Insurance bears an effective date which is
     prior to the effective date of this Policy and if any such
     insurance becomes exhausted or impaired by payment of loss
     with respect to any claim which, shall be deemed to be made
     prior to the effective date of this Policy, then with respect
     to any claim made after the effective date of this Policy, the
     Insureds shall be deemed to have retained any loss for the
     amount of any such Underlying Insurance which is exhausted or
     impaired by payment of loss with respect to such claim made
     prior to the effective date of this Policy.

VI.  CLAIM PARTICIPATION

     The Insured shall not admit liability, consent to any judgment
     against them, or agree to any settlement which is reasonably
     likely to involve the Limit of Liability of this Policy
     without the Insurer's consent, such consent not to be
     unreasonably withheld.

     The Insurer may, at its sole discretion, elect to participate
     in the investigation, settlement or defense of any claim
     against any of the Insureds for matters covered by this Policy
     even if the Underlying Insurance has not been exhausted.

     All provisions of the Underlying Insurance are considered as
     part of this Policy except that it shall be the duty of the
     Insureds and not the duty of the Insurer to defend any claims
     against any of the Insureds.

VII. SUBROGATION - RECOVERIES

     In that this Policy is "Excess Coverage", the Insureds and the
     Insurer's right of recovery against any person or other entity
     may not be exclusively subrogated.  Despite the foregoing, in
     the event of any payment under this Policy, the Insurer shall
     be subrogated to all the Insured's rights of recovery against
     any person or organization, and the Insureds shall execute and
     deliver instruments and papers and do whatever else is
     necessary to secure such rights.

     Any amounts recovered after payment of loss hereunder shall be
     apportioned in the inverse order of payment to the extent of
     actual payment.  The expenses of all such recovery proceedings
     shall be apportioned in the ratio of respective recoveries.

VIII. NOTICE

     The Insurer shall be given notice in writing as soon as is
     practicable in the event of (a) the cancellation of any
     Underlying Insurance and (b) any additional or return premiums
     charged or allowed in connection with any Underlying
     Insurance.  Notice regarding (a) and (b) above shall be given
     to Manager, Directors and Officers Liability Underwriting, CNA
     Insurance Companies, CNA Plaza, Chicago, Illinois 60685.

     The Insurer shall be given notice as soon as practicable of
     any notice of claim or any situation that could give rise to
     a claim under any Underlying Insurance.  Notice of any claim
     to the Insurer shall be given in writing to Manager,
     Professional Liability Claims, CNA Insurance Companies, CNA
     Plaza, Chicago, Illinois 60685.

IX.  COMPANY AUTHORIZATION CLAUSE

     By acceptance of this Policy, the Named Entity named in Item
     1 of the Declarations agrees to act on behalf of all the
     Insureds with respect to the giving and receiving of notice of
     claim or cancellations, the payment of premiums and the
     receiving of any return premiums that may become due under
     this Policy and the Insureds agree that the Named Entity shall
     in all cases be authorized to act on their behalf.

X.   ALTERATION

     No change in or modification of this Policy shall be effective
     except when made by endorsement signed by an authorized
     employee of the Insurer or any of its agents relating to this
     Policy.

XI.  POLICY CANCELLATION

     This Policy may be cancelled by the Named Entity at any time
     by written notice or by surrender of this Policy to the
     Insurer.  This Policy may also be cancelled by or on behalf of
     the Insurer by delivery to the Named Entity or by mailing to
     the Named Entity, by registered, certified or other first
     class mail, at the address shown in Item 1 of the
     Declarations, written notice stating when, not less than
     thirty (30) days thereafter, the cancellation shall become
     effective.  The mailing of such notice as aforesaid shall be
     sufficient proof of notice and this Policy shall cancel at the
     date and hour specified in such notice.

     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.

     The Insurer shall refund the unearned premium computed at less
     than pro-rata if the Policy is cancelled in its entirety by
     the Named Entity.  Under any other circumstances the refund
     shall be computed pro rata.

XII. EXCLUSIONS

     Notwithstanding any provisions of the Underlying Insurance,
     the Insurer shall not be liable to make payment for loss in
     connection with any claim based upon, arising out of, relating
     to, directly or indirectly resulting from, or in consequence
     of, or in any way involving:

     1.   nuclear reaction, radiation or contamination regardless
          of causes;

     2.   pollutants, including but not limited to loss arising out
          of any:

          a.   request, demand or order that any of the Insureds
               or others test for, monitor, clean up, remove,
               contain, treat, detoxify or neutralize, or in any
               way respond to, or assess the effects of
               pollutants, or

          b.   claim by or on behalf of a governmental authority
               for damages because of testing for, monitoring,
               cleaning up, removing, containing, treating,
               detoxifying or neutralizing or in any way
               responding to or assessing the effects of
               pollutants;

          Pollutants means any solid, liquid, gaseous or thermal
          irritant or contaminant, including smoke, vapor, soot,
          fumes, acids, alkalis, chemicals and waste. Waste
          includes materials to be recycled, reconditioned or
          reclaimed .

XIII. CONDITIONS

     No action shall be taken against the Insurer unless, as a
     condition precedent, there shall have been full compliance
     with all the provisions of this Policy, nor until the amount
     of the Insureds obligation to pay shall have been finally
     determined either by final and nonappealable judgement against
     the Insureds after trial, or by written agreement of the
     Insureds, the claimant and the Insurer.


RENEWAL APPLICATION FOR
DIRECTORS AND OFFICERS LIABILITY INSURANCE


NOTICE


THIS IS AN APPLICATION FOR A CLAIMS-MADE POLICY WHICH, SUBJECT TO
ITS PROVISIONS, APPLIES ONLY TO ANY CLAIM FIRST MADE AGAINST THE
DIRECTORS AND OFFICERS DURING THE POLICY PERIOD.  NO COVERAGE
EXISTS FOR CLAIMS FIRST MADE AFTER THE END OF THE POLICY PERIOD
UNLESS, AND TO THE EXTENT, THE EXTENDED REPORTING PERIOD APPLIES.
THE LIMIT OF LIABILITY SHALL BE REDUCED BY AMOUNTS INCURRED AS
DEFENSE COSTS.  DEFENSE COSTS SHALL BE SUBJECT TO THE RETENTION
AMOUNTS.  PLEASE REVIEW THE POLICY CAREFULLY AND DISCUSS THE
COVERAGE WITH YOUR INSURANCE AGENT OR BROKER.

INSTRUCTIONS FOR COMPLETING THIS APPLICATION

Please read the instructions carefully, and complete and submit all
requested Information and required attachments.  Please note that
terms appearing in bold face in the above Notice and in any
Application Question below are defined in the Policy and shall have
the same meaning in this Application as in the Policy.  This
Application and all materials submitted or required shall be held
in confidence.  Questions 3 and 4 need not be answered if the
information requested is contained in any required attachments.

REQUIRED ATTACHMENTS:

     1.   All proxy statements and Notices of Annual Meeting to
          Stockholders within the last twelve months
     2.   Audited financial statements for the most recent three
          fiscal years
     3.   The latest interim financial statements
     4.   The indemnification provisions of the charter and bylaws
     5.   Any filings made to the SEC within the last 12 months

Please submit this Application to:

     CNA INSURANCE COMPANIES
     FINANCIAL INSURANCE DIVISION - 20 SOUTH
     CNA PLAZA
     CHICAGO, ILLINOIS 60685
     (312) 

ANY PERSON WHO, WITH INTENT TO DEFRAUD OR KNOWING THAT (S)HE IS
FACILITATING A FRAUD AGAINST AN INSURER, SUBMITS AN APPLICATION OR
FILES A CLAIM CONTAINING A FALSE OR DECEPTIVE STATEMENT MAY BE
GUILTY OF INSURANCE FRAUD.

1.   Named Entity:    Richardson Electronics, Ltd.

     Street Address:   40W267 Keslinger Road

     City: LaFox    State: IL      Zip Code: 60147

     Telephone:  (708) 208-2200

2.   The Officer designated by the Entity to receive notices from
     the Insurer concerning this Insurance is:

     Leonard R. Prange, Vice President & CFO

Questions 3 and 4 Need Not be Answered if the Information Requested
is Contained in the Required Attachments

3.   Has there been any material change in the nature of the
     operations within the last 12 months?             No
If "Yes", provide details; 

4.   Stock Ownership of Named Entity

                                                     Class B Common

a.Total number of common shares outstanding: 8,039,727   3,247,543
b.Total number of common shareholders:           732          47
c.Total number of common shares owned directly
     or beneficially by Directors:           6,556,591   3,273,877
d.Total number of common shares owned directly
     or beneficially by Officers who are not 
     Directors                                  282,866      1,174
e.Does any shareholder own directly or beneficially
     five percent or more of the common shares?   Yes
     If "Yes", designate name and percentage of holdings:
     See attached

Include by attachment the information above (item.a-e) for any
additional classes of voting stock.

f.Are there any other securities convertible 
     to voting stock?                        Yes
If "Yes", provide details: 7-1/4% Convertible Subordinated
Debentures due Dec. 15, 2006 convertible into 3,583,161 shares of
common stock at a conversion price of $21.14 per share.

5.   Have there been any changes in senior management (Board
     Chairman, President, Executive Vice President, etc.) in the
     last 12 months?                         No 

If "Yes", provide details: Attached is list of officers and
directors

6.   By attachment to this Application, provide the following
     information for any Subsidiary acquired or created after the
     effective date of the current Policy:

a.   Name                     d.   Nature of business
b.   Date of acquisition      e.   Domestic or foreign
c.   Percent of ownership     f.   Name of parent entity

See attached subsidiary list

7.   During the last 12 months, has the Entity been involved in, or
     is it presently
considering, any merger, consolidation, acquisition, tender offer,
or divestment or sale of its stock in excess of 10% of the total
stock outstanding?                 Yes

If "Yes" provide details:     See attached press releases


8.   Has the Entity filed, or contemplated filing, a registration
     statement with the Securities and Exchange Commission:

a. within the past 12 months?                No
b. within the next 12 months?                No

If "Yes", to either of the above, provide details and furnish a
copy of such registration statement if available.

9.a. Within the last 12 months has the Named Entity or any
     Subsidiary made or joined in a Schedule 13-D filing with the
     Securities and Exchange Commission with respect to ownership
     of the securities of another corporation?    Yes
     If "Yes", provide details.  See Attached Schedule 13D

 b.  Within the last 12 months, has the Named Entity or any
     Subsidiary become aware that any person, corporation or other
     entity has made a Schedule 13-D filing with respect to the
     ownership of the securities of the Named Entity or any
     Subsidiary?         Yes
     If "Yes", provide details.  See attached schedules

10.  Please provide the following insurance information: Per your
     files.

a. Pension/Fiduciary Liability     Limit     Carrier   Expir Date
b. Commercial Crime/Fidelity       Limit     Carrier   Expir Date
c. General Liability               Limit     Carrier   Expir Date

11.  During the last 12 months has the Entity or any of the
     Directors and Officers been involved in any of the following:
a.   any anti-trust, copyright or patent
     litigation?                        Yes
b.   any civil or criminal action or
     administrative proceeding charging a violation of
     any federal or state security law or regulation?  No
c.   any representative actions, class actions
     or derivative suits?               Yes
d.   other material litigation?         No

If "Yes", to any of the above, please attach full details.  Per
your files

12.  The undersigned declares that to the best of his/her knowledge
     the statements set forth herein are true and correct and that
     reasonable efforts have been made to obtain sufficient
     information from all of the Directors and officers to
     facilitate the proper and accurate completion of this
     Application for the proposed Policy.  Signing of this
     Application does not bind the undersigned to complete the
     insurance, but it is agreed that this Application shall be the
     basis of the contract should a Policy be issued, and this
     Application will be attached to and become part of such
     Policy.  The undersigned agrees that if after the date of this
     Application and prior to the effective date of the Policy, any
     occurrence, event or other circumstance should render any of
     the information contained in this Application inaccurate or
     incomplete, then the undersigned shall notify the Insurer of
     such occurrence, event or circumstance and shall provide the
     Insurer with information that would complete, update or
     correct the information contained in this Application.  Any
     outstanding quotations may be modified or withdrawn at the
     sole discretion of the Insurer.

13.  It is agreed that this Renewal Application and all
     Application(s) for all policies issued by the Insurer of which
     the proposed Policy would be a direct or indirect renewal or
     replacement, copies of which will be attached to the proposed
     Policy, and any materials submitted or required (which shall
     be maintained on file by the Insurer and be deemed attached as
     if physically attached to the proposed Policy), are true and
     are the basis of the proposed Policy and are to be considered
     as incorporated into and constituting a part of the proposed
     Policy.

14.  The information requested in this Application is for
     underwriting purposes only and does not constitute notice to
     the Insurer under any Policy of a Claim or potential claim.
     All such notices must be submitted to the Insurer pursuant to
     Section VII of the Policy.

The undersigned acknowledges that he or she is aware that Defense
Costs reduce and may exhaust the Limit of Liability.  The Insurer
is not liable for any Loss (which includes Defense Costs) in excess
of the Limit of Liability.

This Application must be signed by the Chairman of the Board or
President.

Signed    Edward J. Richardson
Title     Chairman and President
Corporation    Richardson Electronics, Ltd.
Date March 8, 1994


A POLICY CANNOT BE ISSUED UNLESS THE APPLICATION IS PROPERLY SIGNED
AND DATED