Exhibit 10(f)(6)
Sixth Amendment to
Amended and Restated
Richardson Electronics, Ltd.
Employees' Stock Purchase Plan
Dated August 15, 1996

Article IV, Administration shall be amended by deleting the first
sentence of paragraph 4.2 and replacing it with the following:

"4.2 The Committee to administer the plan shall be appointed by
the board and shall consist of no fewer than two members of the
board.  All members of the Committee shall be persons who are
"Non-Employee Directors" as that term is defined by rule 16b-3 of
the Securities and Exchange Commission as in effect and
interpreted from time to time.