RICHARDSON ELECTRONICS LTD/DE, DEF 14A, 1999-09-03

RICHARDSON ELECTRONICS LTD/DE
DEF 14A, 1999-09-03
ELECTRONIC PARTS & EQUIPMENT, NEC

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.)

Filed by the Registrant [x ]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of
the Commission Only (as
permitted by Rule
14a-6(e)(2))

[ x ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Rule 14a-11(c) or Rule
14a-12

RICHARDSON ELECTRONICS, LTD.

(Name of Registrant as Specified In Its Charter).

(Name of Person(s) Filing Proxy Statement, if other than
Registrant)

Payment of Filing Fee (Check the appropriate box):
[ x ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule
0-11: (Set forth the amount on which the filing fee is
calculated and state how it was determined.)
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with Preliminary materials.
[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid
previously. Identify the previous filing by
registration statement number, or the Form or Schedule
and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.
3) Filing Party:
4) Date Filed:

RICHARDSON ELECTRONICS, LTD.
40W267 Keslinger Road
LaFox, Illinois 60147
_____________________________

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 12, 1999

To the Stockholders of Richardson Electronics, Ltd. The Annual
Meeting of Stockholders of Richardson Electronics, Ltd., a
Delaware corporation, will be held on Tuesday, October 12, 1999
at 3:15 P.M., Chicago time, at the offices of the Corporation,
40W267 Keslinger Road, LaFox, Illinois, for the following
purposes:

1. To elect ten directors;

2. To approve the adoption of the Richardson Electronics, Ltd.
Employees' 1999 Stock Purchase Plan, the granting of Options
thereunder and the issuance of shares upon the exercise of such
Options.

3. To transact such other business as may properly come
before the meeting and any adjournments thereof.

All stockholders are cordially invited to attend the meeting,
although only stockholders of record at the close of business as
of August 20, 1999 are entitled to notice of, and to vote at, the
Annual Meeting and at any adjournment thereof. If you would like
directions to the location of the Annual Meeting, please contact
the Company at (630) 208-2371.

By order of the Board of Directors

EDWARD J. RICHARDSON
Chairman of the Board
and Chief Executive Officer
LaFox, Illinois
September 3, 1999

RICHARDSON ELECTRONICS, LTD.
PROXY STATEMENT

INFORMATION CONCERNING THE SOLICITATION

The enclosed proxy is solicited by Richardson Electronics, Ltd.
(the "Company") whose principal executive offices are located at
40W267 Keslinger Road, P.O. Box 393, LaFox, Illinois 60147-0393,
for use at the Annual Meeting of Stockholders of the Company, to
be held Tuesday, October 12, 1999 at 3:15 P.M., Chicago Time, at
the offices of the Company, 40W267 Keslinger Road, LaFox,
Illinois, or at any adjournments thereof. In addition to
solicitation of proxies by mail, proxies may be solicited by the
Company's directors, officers and regular employees by personal
interview or telephone, telegram or similar means, and the
Company will request brokers and other custodians, nominees and
fiduciaries to forward proxy soliciting material to the
beneficial owners of shares which are held of record by them. The
expense of all such solicitation, including printing and mailing,
will be paid by the Company. Any proxy may be revoked at any
time before its exercise, by written notice to the Secretary of
the Company, by executing a subsequent proxy or by attending the
meeting and electing to vote in person. This Proxy Statement and
accompanying proxy were first sent or given to stockholders on or
about September 3, 1999.

Only stockholders of the Company of record at the close of
business on August 20, 1999 are entitled to vote at the meeting
or any adjournment thereof. As of that date there were
outstanding 11,392,484 shares of Common Stock, par value $.05 per
share, and 3,233,009 shares of Class B Common Stock, par value
$.05 per share. Holders of Common Stock are entitled to one (1)
vote per share and holders of Class B Common Stock are entitled
to ten (10) votes per share on all matters voted upon at the
meeting. The Common Stock and the Class B Common Stock will vote
together as a single class on all proposals presented in this
Proxy Statement. Outstanding shares of the Company, represented
in person or by proxy, having a majority of the voting power
shall constitute a quorum at the meeting. A plurality of the
voting power of the shares represented at the meeting is required
to elect directors and the nine nominees who receive the most
votes will be elected. The affirmative vote of a majority of the
voting power of the shares represented at the meeting is required
to approve the adoption of the Richardson Electronics, Ltd.
Employees' 1999 Stock Purchase Plan, the granting of Options
thereunder and the issuance of shares upon the exercise of such
Options. A proxy in the accompanying form which is properly
signed, dated, returned and not revoked will be voted in
accordance with the instructions contained therein. Unless
authority to vote for the election of directors (or for any
nominee) is withheld, proxies will be voted for the directors
proposed by the Board, and, if no contrary instructions are
given, proxies will be voted for approval of the Richardson
Electronics, Ltd. Employees' 1999 Stock Purchase Plan, the
granting of Options thereunder and the issuance of shares upon
the exercise of such Options. Discretionary authority is
provided in the proxy as to any matters not specifically referred
to therein. Management is not aware of any other matters which
are likely to be brought before the meeting. However, if any such
matters properly come before the meeting, it is understood that
the proxy holder or holders are fully authorized to vote thereon
in accordance with his or their judgment and discretion.
Stockholders of record who are present at the meeting in person
or by proxy and who abstain, including brokers holding customers'
shares of record who cause abstentions to be recorded at the
meeting, are considered stockholders who are present and entitled
to vote and they count toward the quorum. Brokers holding shares
of record for customers generally are not entitled to vote on
certain matters unless they receive voting instructions from
their customers. As used herein, "uninstructed shares" means
shares held by a broker who has not received instructions from
its customers on such matters and the broker has so notified the
Company on a proxy form in accordance with industry practice or
has otherwise advised the Company that it lacks voting authority.
As used herein, "broker non-votes" means the votes that could
have been cast on the matter in question by brokers with respect
to uninstructed shares if the brokers had received their
customers' instructions. An abstention and broker non-vote will
have the same effect as a negative vote on the approval of the
adoption of the Richardson Electronics, Ltd. 1999 Stock Purchase
Plan. However, if a stockholder specifies that a proxy is being
voted for less than all shares registered in the stockholder's
name it will be counted as present for quorum purposes and voted
only for the number of shares specified.

ELECTION OF DIRECTORS

A Board of ten directors will be elected to serve until the next
annual meeting, or until their successors are elected and shall
have qualified subject to their earlier resignation or
removal as permitted by law. The proxies returned pursuant to
this solicitation will be voted by the persons named therein for
the election as directors of the persons named below under
"Information Relating to Directors, Nominees and Executive
Officers" as nominees for election as directors unless
specifically directed to withhold authority in the proxy. Should
any nominee be unable to accept the office of director (which is
not presently anticipated), the persons named in the proxies will
vote for the election of such other persons as they shall
determine.

Information Relating to Directors, Nominees and Executive
Officers:

The following table sets forth the name, principal occupation and
position and offices with the Company, age, and length of service
of each of the directors, nominees for director and executive
officers of the Company and ownership of Common Stock and Class B
Common Stock of the Company (by number of shares and as a
percentage of the total outstanding shares of each class and as a
percentage of the total voting power of all outstanding voting
shares combined) of each director and nominee and each executive
officer named in the "Summary Compensation Table" below and of
all executive officers and directors as a group. Because Class B
Common Stock is convertible into Common Stock the number of
shares listed as owned under the Common Stock column in the table
also includes the number of shares listed under the Class B
Common Stock column. The information in the table has been
furnished to the Company by the persons listed.
<TABLE>
<CAPTION>
Name, Principal Common Stock and Class B Common
Occupation Director and Stock Beneficially Owned
Company Position As of August 20, 1999

<S> <C> <C> <C> <C> <C> <C> <C>
Percent of
Number of total Voting
Number of Shares of if class
Director Shares of Percent Class B Percent voting not
Age Since Common (1)(2) of Class Common (2) of Class applicable
Directors and
Nominees for
Election
as Director

Edward J. Richardson 57 1965 3,878,025(10) 26.51% 3,192,421 98.74% 74.48%
(4)(25) Chairman
of the Board, and
Chief Executive
Officer of the
Company.

Scott Hodes (5)(7)(8) 62 1983 78,424 (11) * 3,712 * *
Partner, Ross & Hardies,
Attorneys at Law,
which firm provides
legal services to
the Company

Samuel Rubinovitz (4) 69 1984 50,431 (12) * 825 * *
(5)(6)(8)(9) Management
Consultant and
Chairman of the Board,
LTX Corporation

Arnold R. Allen 67 1986 25,000 (13) * 11,782(14) * *
Management Consultant

Jacques Bouyer (9) 71 1990 47,000 (16) * 0 * *
Management Consultant

William J. Garry (26) 51 1994 72,043 (17) * 0 * *
Senior Vice President
of Finance and Chief
Financial Officer
of the Company

Harold L. Purkey (7) 55 1994 27,000 (18) * 0 * *
President
Forum Capital Markets

Ad Ketelaars (9) 42 1996 59,600 (19) * 0 * *
CEO Comsys Holding B.V.

Bruce W. Johnson (4) 58 1996 67,531 (20) * 0 * *
(27) President and
Chief Operating Officer
of the Company

John R. Peterson 42 Nominee 0 0
Managing Director
Tucker Anthony Cleary Gull

Retiring Director

Kenneth J. Douglas 76 1987 56,344 (15) 0 * *
(5)(6)(7)(36)

Non-Director Executive
Officers of Company

Charles J. Acurio (28) 40 N.A. 37,259 (21) * 0 * *
Executive Vice President
Display Products Group

William G. Seils (29) 64 N.A. 75,793 (22) * 0 * *
Senior Vice President,
General Counsel and Secretary

Joseph C. Grill (30) 54 N.A.
Vice President/Human
Resources

Bart F. Petrini (31) 60 N.A.
Executive Vice President
Electron Device Group

Flint Cooper (32) 37 N.A.
Executive Vice President
Security Systems Division

Robert Prince (33) 37 N.A.
Executive Vice President
of Worldwide Sales

Norman A. Hilgendorf (34)38 N.A.
Vice President
Solid State & Components

Pierluigi Calderone (35) 41 N.A.
Vice President/Managing
Director of
European Operations

Executive Officers and Directors
as a group (19 persons) 4,707,453 (23) 33.77% 3,196,958 (24) 98.89% 76.697%
</TABLE>

(*) Less than 1%.

(1) Includes the number of shares listed under the column
"Number of Shares of Class B Common."

(2) Except as noted, beneficial ownership of each of the
shares listed is comprised of either sole investment and
sole voting power, or investment power and voting power that
is shared with the spouse of the Director or officer,
or voting power that is shared with the Trustees of the
Company's Employees Stock Ownership Plan ("ESOP") with
respect to shares identified as allocated to the
individual's ESOP account.

(3) Common Stock is entitled to one vote per share and
Class B Common Stock is entitled to ten votes per share.
Computation assumes that Class B Common Stock held or
subject to acquisition pursuant to stock option is not
converted.

(4) Member of Executive Committee.

(5) Member of Compensation Committee.

(6) Member of Stock Option Committee.

(7) Member of Audit Committee.

(8) Member of Directors' Executive Oversight Committee.

(9) Member of Strategic Planning Committee.

(10) Includes 3,192,421 shares of Common Stock which would be
issued upon conversion of Mr. Richardson's Class B Common
Stock, 23,591 shares of Common Stock allocated to the
account of Mr. Richardson under the ESOP and 30,318 shares
of Common Stock which would be issued upon conversion of
$641,000 principal amount of the Corporation's 7-1/4%
Convertible Subordinated Debentures, and 832 shares of
Common Stock which would be issued upon conversion of
$15,000 principal amount of the Corporation's 8-1/4%
Convertible Senior Subordinated Debentures owned by Mr.
Richardson and 804 shares of Common Stock which would be
issued upon conversion of $17,000 principal amount of the
Corporation's 7-1/4% Convertible Subordinated Debentures,
and 4,611 shares of Common Stock which would be issued
upon conversion of $83,000 principal amount of the
Corporation's 8-1/4% Convertible Senior Subordinated
Debentures owned by a Trust of which Mr. Richardson is a
Co-Trustee and as such shares investment and voting power.
Does not include 12,070 shares of Common Stock held by
William G. Seils as custodian for Mr. Richardson's sons,
Alexander and Nicholas and 1,176 shares of Common Stock
held by Mr. Richardson's wife, as to which Mr. Richardson
disclaims beneficial ownership.

(11) Includes 3,712 shares of Common Stock which would be
issued upon conversion of Mr. Hodes' Class B Common Stock.
Also includes 45,000 shares of Common Stock to which Mr.
Hodes holds stock options exercisable within 60 days.

(12) Includes 825 shares of Common Stock which would be issued
upon conversion of Mr. Rubinovitz' Class B Common Stock.
Also includes 45,000 shares of Common Stock to which Mr.
Rubinovitz holds stock options exercisable within 60 days.

(13) Includes 11,781 shares of Common Stock to which Mr. Allen
holds stock options exercisable within 60 days and an
additional 11,782 shares of Common Stock which would be
issued upon conversion of 11,782 shares of Class B Common
Stock as to which he also holds stock options exercisable
within 60 days.

(14) Includes 11,782 shares of Class B Common Stock as to which
Mr. Allen holds stock options exercisable within 60 days.

(15) Includes 45,000 shares of Common Stock to which Mr. Douglas
holds stock options exercisable within 60 days.

(16) Includes 45,000 shares of Common Stock to which Mr. Bouyer
holds stock options exercisable within 60 days.

(17) Includes 41,000 shares of Common Stock to which Mr. Garry
holds stock options exercisable within 60 days. Also
includes 1,804 shares of Common Stock allocated to the
account of Mr. Garry under the ESOP.

(18) Includes 25,000 shares of Common Stock as to which Mr.
Purkey holds stock options exercisable within 60 days.

(19) Includes 59,600 shares of Common Stock as to which Mr.
Ketelaars holds stock options exercisable within 60 days.
2,400 shares are subject to forfeiture if he leaves prior to
August 23, 1999 and 2,400 shares are subject to forfeiture
if he leaves prior to August 23, 2000.

(20) Includes 30,000 shares of Common Stock for which Mr. Johnson
holds stock options exercisable within 60 days. Also
includes 531 shares of Common Stock allocated to the account
of Mr. Johnson under the ESOP.

(21) Includes 16,500 shares of Common Stock as to which Mr.Acurio
holds stock options exercisable within 60 days and 5,659
shares of Common Stock allocated to the account of Mr.
Acurio under the ESOP.

(22) Includes 65,970 shares of Common Stock as to which Mr. Seils
holds stock options exercisable within 60 days. Also
includes 8,640 shares of Common Stock allocated to the
account of Mr. Seils under the ESOP. Does not include
shares held as custodian - see (10).

(23) Does not include 12,070 shares of Common Stock held by
certain members of such group as custodians under Uniform
Gift to Minors Acts or 1176 shares of Common Stock held by
spouses of member of group. Includes 3,208,740 shares of
Common Stock which would be issuable on conversion of Class
B Common Stock, 365,147 shares of Common Stock issuable upon
options exercisable within 60 days, 11,782 shares of Common
Stock which would be issuable on conversion of Class B
Common Stock issuable upon options exercisable within 60
days, 39,116 shares of Common Stock which would be issued
upon conversion of $648,000 principal amount of the
Corporation's 7-1/4% Convertible Subordinated Debentures,
and 5,166 shares of Common Stock which would be issued upon
conversion of $93,000 principal amount of the Corporation's
8-1/4% Convertible Senior Subordinated Debentures. Includes
50,959 shares of Common Stock held in trust for the benefit
of the Company's profit sharing trust and ESOP allocated to
the accounts of all executive officers and directors as a
group; such shares are ratably forfeitable in the event the
officer leaves the employ of the Company prior to completing
six years of service.

(24) Includes 11,782 shares of Class B Common Stock issuable
upon exercise of options exercisable within 60 days.

(25) Mr. Richardson has been employed by the Company or its
predecessor since 1961, holding several positions. He was
Chairman of the Board, President and Chief Executive Officer
of the Company from September 1989 until November 1996 when
Mr. Johnson became President. Mr. Richardson continues to
hold the offices of Chairman of the Board and Chief
Executive Officer.

(26) Mr. Garry was Vice President of Finance, Chief Financial
Officer and Director since joining the Company in June 1994
and was elected Senior Vice President of Finance in July
1998.

(27) Mr. Johnson has been President, Chief Operating Officer
and Director since joining the Company in November 1996.
Prior thereto, from January 1992 until January 1996, he was
president of Premier Industrial Corporation, a New York
Stock Exchange listed company which was acquired by Farnell
Ltd. in April 1996. He was executive vice president of
Premier from February 1987 until January 1992. Premier is a
full service business to business supplier of electronic
components for industrial and consumer products, essential
maintenance and repair products for industrial, commercial
and institutional applications, and manufactures
high-performance fire-fighting equipment.

(28) Mr. Acurio has been Executive Vice President - DPG since
February 1998. He was Vice President - DPG from April 1993
until February 1998 and prior thereto held the titles of CRT
Division Manager and DPG Strategic Business Unit Manager
since June 1988.

(29) Mr. Seils has been Senior Vice President since January 1992
and General Counsel and Secretary since May 1986. Prior to
joining the Company in 1986, he was a partner in the law
firm of Arvey, Hodes, Costello and Burman, Chicago,
Illinois.

(30) Mr. Grill has served as an officer of the Company since 1987
and became an executive officer in the position of Vice
President - Corporate Administration in 1992. In 1994 his
title was changed to Vice President, Human Resources.

(31) Mr. Petrini has been Executive Vice President - EDG since
February 1998. He was Vice President - EDG from April 1994
until February 1998. From June 1989 until joining the
Company in April 1994, he was a consultant with Petrini,
Frank & Co.

(32) Mr. Cooper has been Executive Vice President - SSD since
joining the Company in November 1994. He was director of
CCTV Sales with Arius, Inc. from February 1991 until
November 1994 and purchasing agent at ADT Security Systems,
a distributor 1991.

(33) Mr. Prince has been Executive Vice President of Worldwide
Sales since February 1998 and was Vice President of
Worldwide Sales from November 1996 until February 1998. He
was Vice President of Sales from November 1991 until
November 1996 and held several other positions since joining
the Company in November 1978.

(34) Mr. Hilgendorf has been Vice President - SSC since January
1998. He joined the Company in May 1994 ands has served as
Product Manager and Business Unit Manager in SSC from May
1994 until January 1998. From June 1990 until May 1994 he
was employed by W. W. Grainger, Inc.

(35) Mr. Calderone has been Vice President and Managing Director
for European Operations since March 1998. He joined the
Company in July 1990 as District Sales Manager for Italy and
served as Regional Sales Manager of Italy from February 1991
until March 1998.

(36) Mr Douglas was vice chairman of Dean Foods Company for the
period from December 1988 to September 1992, when he
retired. Prior to becoming vice chairman, he served as
chairman of Dean Foods for many years. He is retiring this
year from the Company's Board and also from the boards of
West Suburban Hospital Medical Center and Andrew
Corporation.

Each nominee's and executive officer's principal occupation and
employment for the last five years has been as listed in the
table or footnotes thereto, except as follows:

Mr. Allen joined the Company as its President and Chief
Operating Officer in September 1985. He retired as President
of the Company in September 1989. Since his retirement, Mr.
Allen has been a management consultant and presently provides
management consulting services to the Company. He served as
Chairman of the Strategic Planning Committee of the Company's
Board of Directors from April 1991 until April 1992.

Mr. Hodes is a partner at the law firm of Ross & Hardies,
which firm provides legal services to the Company.

Mr. Rubinovitz serves the Company as a consultant. He was
Executive Vice President of EG&G, Inc., a diversified
manufacturer of instruments and components, from April 1989
until his retirement in January 1994. He is also chairman of
the board of directors of LTX Corporation, and a director of
KLA-Tencor Corporation and Kronos, Inc.

Mr. Bouyer served as chairman of the board of Philips
Components of Paris, France, engaged in the manufacture and
sale of electronic components and a subsidiary of N.V. P
Philips of The Netherlands, from April 1, 1990 until January
1, 1994 when he became honorary chairman of the board and a
director until December 31, 1995. Mr. Bouyer also was vice
chairman of the BIPE Institute for Economic and Market
Research from 1981 until 1997. He has been a consultant in
business strategies and management since January 1990. Mr.
Bouyer is serving the Company as an independent management
consultant principally with respect to European matters. He
is also a director of LTX Corporation.

Mr. Purkey has been President of Forum Capital Markets since
May 1997 and senior managing director of such company since
May 1994. From July 1990 until February 1994 he was employed
by Smith Barney Shearson, holding the position of senior
managing director and manager of the convertible bond
department.

Mr. Ketelaars presently serves the Company as an employee of
certain foreign subsidiaries. He joined the Company as Vice
President and Managing Director of Europe in May 1993 after
leaving Philips Printed Circuit Boards where he had served as
general manager since 1988 and as product group manager,
professional tubes, of Philips Components since 1987. He
resigned from his Vice-President position with the Company
effective May 31, 1996 to become chief executive officer of
EnerTel, a new telecommunications company established by
Dutch electric utility companies and CATV companies from
which position he resigned on July 10, 1998. He is now Chief
Executive Officer of Comys, a privately funded company,
involved in voice response and speech technology for call
centers and telecom operators.

Mr. Peterson is the head of Tucker Anthony Cleary Gull
Investment Banking and a member of the firm's Management
Committee and Board of Directors. Mr. Peterson has over 17
years of experience in corporate and financing transactions.
Mr. Peterson was the representative of Tucker Anthony Cleary
Gull, one of the lead underwriters, for the Company's public
offering of 3,600,000 shares of Common Stock, on May 1,1998.
For 13 years prior to joining Tucker Cleary in August 1995,
Mr. Peterson practiced corporate law and was a shareholder in
the Milwaukee, Wisconsin law firm of Godfrey & Kahn, S.C. He
is a member of the Board of Directors of Krueger
International, Inc., a privately held contract furniture
manufacturer, and Badger Paper Mills, Inc. (NASDAQ - BPMI),
as well as Milwaukee Florentine Opera Company. Mr. Peterson
received a BA in accounting with high honors from Michigan
State University, a CPA certification in Illinois, where he
was a tax accountant with Arthur Young, and a JD from the
University of Wisconsin.

Executive officers serve for a term until their respective
resignation, death or removal.

BOARD AND COMMITTEE MEETINGS
During the last fiscal year, the Company's Board of Directors
held 7 meetings. Each Director attended at least 72% of the
aggregate number of such meetings and meetings of the Committees
on which he served.

The Board's Executive Committee did not meet during the last
fiscal year, but acted on 3 occasions by unanimous written
consent. The Executive Committee, during the interval between
meetings of the Board of Directors, may exercise all authority of
the Board in the management of the Company, except as otherwise
provided in the Company's By-laws or by applicable law.

The Board's Audit Committee held 3 meetings in the last fiscal
year. It meets for the purpose of reviewing and making
recommendations regarding the engagement of an independent
accounting firm for the Company; the scope of the independent
accountants' audit procedures; the adequacy and implementation of
internal controls; and such other matters relating to the
Company's financial affairs and accounts as it deems desirable or
in the best interest of the Company.

The Board's Directors' Executive Oversight Committee held 5
meetings in the last fiscal year. It is charged with monitoring
the Company's Government contracting activities and compliance
with its Code of Conduct, and policies on ethical business
practices and reporting on the same.

The Board's Compensation Committee held 1 meeting in the last
fiscal year. It is responsible for reviewing and establishing
the compensation policy and guidelines for executive officers and
the compensation of the chief executive officer.

The Board's Stock Option Committee held 1 meeting and acted 6
times by consent without meeting in the last fiscal year. It
administers the Company's Incentive Stock Option Plan, Incentive
Compensation Plan, 1994 Incentive Compensation Plan, 1996
Incentive Compensation Plan, 1996 Stock Purchase Plan, 1998
Incentive Compensation Plan and the 1999 Stock Purchase Plan
including determining the employees to whom stock options, awards
or cash bonuses are granted, the number of shares subject to each
option or award, and the date or dates upon which each option or
award may be exercised.

The Board's Strategic Planning Committee which is responsible for
developing and reviewing long term strategic plans for the
Company met 2 times in the last fiscal year.

The Company has no standing Nominating Committee or committee
performing a similar function.

DIRECTORS COMPENSATION
Directors who are not Company employees receive a quarterly fee
of $3,000 and a fee of $500 for each Board or Committee meeting
attended, plus travel expenses. In addition each current
"Non-Employee Director" has received a grant of options to
acquire 25,000 shares of the Company's Common Stock at exercise
prices ranging from $5.25 to $12.875 per share (the fair market
value on the date of grant) under the Company's Stock Option Plan
for Non-Employee Directors ("Directors' Plan"). In addition,
each current Non-Employee Director, other than Mr. Purkey,
received a grant of an option to acquire an additional 5,000
shares of the Company's Common Stock each April beginning in 1996
at exercise prices ranging from $5.375 per share to $12.50 per
share under the Company's 1996 Stock Option Plan for Non-Employee
Directors ("1996 Directors' Plan"). Under the Directors' Plan
and the 1996 Directors' Plan, options are granted to any director
of the Company who is not an officer or employee of the Company
or any of its subsidiaries or affiliates and who has not been
such for a period of one year prior to his first being elected to
the Board ("Non-Employee Director"). Mr. Peterson, nominee for
election as a Director at the October 12, 1999 Annual Meeting of
Stockholders, if elected to such position will be granted such an
option on taking office. Options issued under the Directors' Plan
and 1996 Directors' Plan are intended to be non-qualified stock
options, not entitled to special tax treatment under Section 422A
of the Internal Revenue Code of 1986, as amended, from time to
time. The Directors' Plan and the 1996 Directors' Plan are
administered by the Board of Directors of the Company which has
the sole responsibility for construing and interpreting said
Plans. Each option granted is evidenced by an option agreement
between the optionee and the Company and, subject to the
provisions of the Directors' Plan or the 1996 Directors' Plan,
contains such terms and conditions as may be approved by the
Board. The purchase price of each share that may be purchased
upon exercise of an option is the fair market value of the share
on the date the option is granted. These options are exercisable
for a period of approximately ten years. Under the Directors'
Plan, any new "Non-Employee Director" elected or appointed was
granted an option to purchase 25,000 shares of the Company's
Common Stock on the date such director took office. All options
granted under the Directors' Plan vest over a five-year period
from the date of grant with 20% of the option shares becoming
first exercisable on each anniversary of the grant date. The
Directors' Plan was terminated with respect to future grants on
April 10, 1996. Under the 1996 Directors' Plan, any new
Non-Employee Director elected or appointed after April 30, 1996
is granted an option to purchase 25,000 shares of the Company's
Common Stock on the date such director takes office. All such
options granted to New Non-Employee Directors vest over a
five-year period from the date of grant with 20% of the option
shares becoming first exercisable on the anniversary of the grant
date. On each April 30 (after April 30, 1996) which is on or
after the fifth anniversary of a Non-Employee Director's initial
election as a director, such director is granted an additional
option for 5,000 shares (subject to adjustment). Unless earlier
terminated by the Board, the 1996 Directors' Plan shall terminate
on June 1, 2006. The Directors' Plan and the 1996 Directors'
Plan provide, among other things, that the option of any
optionee, whose status as a director terminates because of
retirement, or removal from the Board within one year after a
change of control (as defined in the Directors' Plan and 1996
Directors' Plan), shall become fully exercisable with respect to
all shares covered thereby and not previously purchased upon
exercise of the option and shall remain fully exercisable until
the option expires by its terms. Messrs. Allen, Bouyer and
Rubinovitz are serving as consultants to the Company and received
$14,000, $40,000 and $40,000, respectively, for such services in
fiscal 1999. Mr. Allen also has non-qualified stock options for
11,781 shares of Common Stock and 11,782 shares of Class B Common
Stock at an exercise price of $12.95 per share.

AFFILIATIONS
There is no family relationship between any director and any
other director or nominee for director or executive officer of
the Company. No nominee or director is a director of any other
public company, except Mr. Rubinovitz is a director of KLA
Instruments, Inc., Kronos, Inc., and LTX Corporation, Mr. Bouyer
is a director of LTX Corporation, Mr. Purkey is a director of
Hybridon, Inc. and Mr. Peterson is a director of Badger Paper
Mills, Inc.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who may
be deemed to own beneficially more than ten percent of the
Company's stock to file initial reports of ownership and reports
of changes in ownership with the Securities and Exchange
Commission and NASDAQ. Executive officers, directors and greater
than ten percent beneficial owners are required by SEC
regulations to furnish the Company with copies of all Section
16(a) forms they file. Based solely on a review of the copies of
such forms furnished to the Company and written representations
from the Company's executive officers and directors, the Company
believes that during fiscal 1999 all Section 16(a) filing
requirements applicable to its executive officers, directors and
greater than ten percent beneficial owners were complied with on
a timely basis except that Joseph C. Grill, an executive officer
of the Company, filed an Amended Form 5 to correct an incorrect
Form 5.

PRINCIPAL STOCKHOLDERS

As of August 20, 1999, no person or firm owned of record, and, so
far as it is known to the Company, no person or firm owned
beneficially 5% or more of the outstanding Common Stock or Class
B Common Stock of the Company, except for Edward J. Richardson
whose ownership of Common Stock and Class B Common Stock is set
forth above in the table under the caption "Election of Directors
- - Information Relating to Directors, Nominees and Executive
Officers"; and those entities identified and whose ownership of
Company stock is set forth in the following table:

<TABLE>
Common Stock and Class B Common Stock
Beneficially Owned As of August
20, 1999
<CAPTION>
<S> <C> <C> <C>
<C> <C>

Percent of

Number of Total Voting

Shares of if Class
Number of Shares Percent
Class B Percent voting not
Name of Beneficial Owner of Common of Class
Common of Class applicable

Royce & Associates, Inc., 1,764,578 (2) 18.79% 0
0 4.84%
Royce Management Company
and Charles M. Royce

T. Rowe Price Associates, Inc. 921,720 (3) 9.64% 0
0 2.20%

Kalmar Investments, Inc. 675,460 (4) 7.19% 0
0 1.62%
</TABLE>

1) Common Stock is entitled to one vote per share and Class B
Common Stock is entitled to ten votes per share. Computation
assumes that Class B Common Stock held or subject to
acquisition pursuant to stock option is not converted into
Common Stock.

(2) Charles M. Royce may be deemed a controlling person of Royce
& Associates, Inc. ("Royce") and Royce Management Company
("RMC") and as such may be deemed to beneficially own the
shares of Common Stock beneficially owned by Royce and RMC
which own 1,764,578 shares of Common Stock and 62,582 shares
of Common Stock which would be issued upon conversion of the
Company's 7-1/4% Convertible Subordinated Debentures and
206,944 shares of Common Stock which would be issued upon
conversion of the Company's 8-1/4% Convertible Senior
Subordinated Debentures owned by Royce and RMC. Mr. Royce
does not own any shares outside of Royce and RMC, and
disclaims beneficial ownership of the shares held by Royce
and RMC. Information disclosed in this table was obtained
from Royce on August 2, 1999. The address for Royce is 1414
Avenue of the Americas, New York, NY 10019.

(3) Includes 166,320 shares of Common Stock which would be
issued on conversion of the Company's 7-1/4% Convertible
Subordinated Debentures owned by T. Rowe Price. These
securities are owned by various individual and institutional
investors including T. Rowe Price Small Cap Value Fund, Inc.
which owns 866,320 shares, representing 9.64% of the shares
outstanding, which T. Rowe Price Associates, Inc. ("Price
Associates") serves as investment advisor with power to
direct investments and/or sole power to vote the securities.
For purposes of the reporting requirements of the Securities
Exchange Act of 1934, Price Associates is deemed to be a
beneficial owner of such securities; however, Price
Associates expressly disclaims that it is, in fact the
beneficial owner of such securities. Price Associates has
sole dispositive power for all 921,720 shares of Common
Stock and sole voting power for 50,000 shares of Common
Stock. Information disclosed in this table was obtained
from Price Associates on August 20, 1999. The address for
Price Associates is 100 East Pratt Street, Baltimore, MD
21202.

(4) Kalmar Investments, Inc. ("Kalmar"), is an investment
advisor having sole power to dispose of these shares.
Information disclosed in this table was obtained from Kalmar
Investments, Inc. on August 3, 1999. The address for Kalmar
is Barley Mill House, 37601 Kenner Pike, Greenville, DE
19807.

EXECUTIVE COMPENSATION

The following table sets forth the annual and long-term
compensation for the Company's chief executive officer and the
four highest paid executive officers (named executives), as well
as the total compensation paid to each such individual for the
Company's two prior fiscal years:
<TABLE>
[TITLE]
Summary Compensation Table
<CAPTION>

Long-Term Compensation
Annual Compensation Awards
Payouts
<S> <C> <C> <C> <C> <C>
<C> <C> <C>
Other
Long- All
Annual
Restricted Stock Term Other
Name and Compen- Stock
Options/ Incentive Compen-
Principal Position Year Salary Bonus sation(1)
Awards(2) SAR's Payouts sation(3)

Edward J. Richardson 1999 $403,043 $173,972 $ - -
- $ - $ 7,956
Richardson CEO 1998 387,541 195,740 - -
- - 9,679
1997 374,783 - - -
- - 7,263

Bruce W. Johnson 1999 327,600 69,333 - 10,000
20,000 - 7,956
President and Chief 1998 312,000 162,324 - 10,000
15,000 - 9,679
Operating Officer 1997 160,385 - - -
50,000 - 7,263

William G. Seils 1999 182,534 86,960 - -
15,000 - 7,956
Senior Vice President, 1998 177,217 108,425 - -
10,000 - 9,679
General Counsel and 1997 172,056 75,950 - -
10,000 - 7,263
Secretary

William J. Garry 1999 183,818 63,319 30,245 5,000
15,000 - 7,956
Senior Vice President, 1998 176,748 90,099 - -
10,000 - 9,679
and Chief Financial 1997 169,855 58,226 - -
10,000 - 7,263
Officer

Charles J. Acurio 1999 169,000 74,954 - -
15,000 - 7,956
Executive Vice 1998 160,700 83,144 - -
15,000 - 9,679
President,Display 1997 154,067 54,860 - -
15,000 - 7,263
Product Group
</TABLE>

(1) While officers enjoy certain perquisites, such
perquisites do not exceed the lesser of $50,000 or 10%
of such officer's salary and bonus except as shown.

(2) The restricted stock issued to Bruce W. Johnson and
William J. Garry vests in five equal annual
installments.

(3) These amounts represent the Company's discretionary and
401(k) matching contributions to the Company's Profit
Sharing Plan.

The following table sets forth certain information concerning
Options granted during fiscal 1999 to the named executives:
<TABLE>

OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
<S> <C> <C> <C> <C>
<C>
% of Total
Options Exercise
Fair
Option Granted to or Base
Value
Granted Employees Price Expiration
at Grant
Name (1) (2) in FY99 ($/sh) Date
Date (3)

Edward J. Richardson - - $ - -
$ -
Bruce W. Johnson 20,000 6.3% 7.000 9/22/08
64,200
William G. Seils 15,000 4.7% 7.000 9/22/08
48,150
William J. Garry 15,000 4.7% 7.000 9/22/08
48,150
Charles J. Acurio 15,000 4.7% 7.000 9/22/08
48,150

</TABLE>
(1) Options granted become exercisable in annual increments
of 20% beginning September 22, 1999.

(2) Options granted under the option plan are exercisable
for a period of up to ten years from the date of grant.
Options terminate upon the optionee's termination of
employment with the Company, except under certain
circumstances.

(3) The fair value of the option at the grant date was
calculated using the Black-Scholes option-pricing
model, using the following assumptions: $.16 annual
dividend per share, expected annual standard deviation
of stock price of 50% and a risk-free interest rate of
5.4%.

The following table summarizes options exercised during fiscal
year 1999 and presents the value of the unexercised options held
by the named executives at fiscal year end:

<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL
YEAR
AND FISCAL YEAR END OPTION VALUES
At May 31, 1999
<CAPTION>
Number of Unexercised
Value of Unexcersized,
Options Exercised Options held at
In-the-Money options
Shares Value Fiscal Year End
at Fiscal Year End

<S> <C> <C> <C> <C>
<C> <C>
Name Acquired Realized Exercisable
Unexercisable Exercisable Unexercisable

Edward J. Richardson - $ - - -
$ - $ -
Bruce W. Johnson - - 23,000 62,000
- -
William G. Seils - - 56,970 33,000
11,260 -
William J. Garry 5,000 15,000 17,000 38,000
14,065 14,065
Charles J. Acurio - - 13,500 45,000
- -
</TABLE>

(1) Represents the difference between $6.563 per share (the
closing price of the Company's common stock on May 28,
1999) and the exercise price of the options.

Compensation Committee Interlocks and Insider Participation
Edward J. Richardson, Chief Executive Officer of the Company
participated in determining the compensation of other
executive officers for fiscal 1999.

Report on Executive Compensation
Traditionally, the Company's executive officers' compensation has
been determined by the Company's Chief Executive Officer due to
the relatively small number of other executive officers and the
Chief Executive Officer's personal knowledge of the relative
performance and responsibilities of each executive officer.
Compensation for the Company's executive officers, other than the
Chief Executive Officer, for the fiscal year ended May 31, 1999
was established in this manner, except for long-term incentive
compensation in the form of stock option grants which was
established by the Stock Option Committee. The compensation for
the Company's Chief Executive Officer for fiscal 1999 was
determined pursuant to a formula set by the Board of Directors in
1983, prior to the effective date of the Securities and Exchange
Commission rules mandating disclosure of basis for such
compensation, at a fixed base salary adjusted annually on each
June 1 for changes in the cost of living ($403,043 for fiscal
1999), and a bonus equal to 2% of the Company's after tax
profits. Mr. Richardson's bonus for fiscal year 1999, based on
2% of net income was $173,970. The Company expects that the
Chief Executive Officer will continue to set compensation for the
Company's other executive officers with the advice and guidance
of the Compensation Committee of the Board of Directors and the
Company's President, Bruce W. Johnson, with respect to other
executive officers, that the Stock Option Committee will
determine the granting of options, and that the Chief Executive
Officer's compensation will be set by the Compensation Committee.

Bruce W. Johnson became the Company's President and Chief
Operating Officer on November 12, 1996 pursuant to an agreement
dated as of November 7, 1996, which provides for an annual base
salary subject to adjustment in certain circumstances, and a
bonus if the Company's earnings per share for the year exceeds
its earnings per share for the prior fiscal year with the amount
of such bonus, if any, determined by the Company's actual
earnings per share performance in relation to the Company's
budgeted earnings per share for the year. The agreement also
provides for payments to Mr. Johnson for one year equal to his
salary and bonus and other employee benefits if his employment is
terminated under certain circumstances, including, without cause
or from a change-in-control, or a breach by the Company.

Individual compensation of other executive officers has been
established to maintain equitable internal relationships taking
into account the responsibilities, experience, seniority, and
work performance of the individual executive, the overall
performance of the Company and the unit or area of responsibility
of the executive, and the strategic objectives and budget
considerations of the Company. The relative weight given to each
of these factors varies from individual to individual and from
year to year. Increases in executive officers' base salaries for
the year ended May 31, 1999 ranged from 3% to 6% (except for two
newly promoted officers who received substantially larger
increases) and increases of approximately 4% in base salaries of
executive officers are planned for the year ending May 31, 2000.

A significant portion of each executive officer's compensation is
in the form of a bonus (in fiscal 1999 it was budgeted to be from
50 to 60% of base compensation depending on the executive) which
is performance-related. Bonuses are designed to reward
executives for achieving and exceeding Company performance goals
and/or individual performance goals. Bonuses or portions
thereof, in fiscal 1999, for certain executive officers were
based upon targeted levels of the Company's earnings. For
bonuses or portions thereof based upon individual performance,
the performance criteria or goals varied with each executive as
set by the Chief Executive Officer in his annual review with the
executive. For example, an executive responsible for a business
unit may receive a bonus or a portion thereof based upon the
business unit meeting its financial goals while an executive in
charge of other functions may receive a bonus or portion thereof
based upon his achieving individual performance objectives which
are generally subjective, established specifically for him by the
Chief Executive Officer. For the fiscal year ended May 31, 1999
such individual performance bonuses or portions thereof were paid
at percentages of target, ranging from 69% to 101%. Financial
measures (e.g. earnings per share, return on invested capital,
gross margin) and targets for each executive officer are set at
the beginning of the fiscal year by the Chief Executive Officer,
or of the Chief Operating Officer and reviewed by the Chief
Executive Officer, although discretionary adjustments are
possible should unforeseen events occur.

Salary levels, bonus criteria and performance objectives for the
Company's executive officers are examined each year to take into
account factors discussed above and other additional factors
believed appropriate at the time. Executive compensation
structures and levels for each year's targeted overall Company
and individual performance goals are determined following regular
structured annual reviews of each executive officer conducted by
the Chief Executive Officer and/or Chief Operating Officer.
Target performance levels take into account historic patterns of
Company performance and strategic objectives.

Individual stock option grants in fiscal 1999 were determined
giving consideration to the factors discussed above and previous
option grants and to give the executive officers additional
incentive to improve the overall performance of the Company.
This resulted in total options granted to executive officers in
fiscal 1999 of 147,500 shares, and restricted stock awards
aggregating 18,571 shares.

In addition all executive officers, including the Chief Executive
Officer, participate in broad based benefits generally available
to all U.S. employees of the Company, such as medical, dental,
disability, life insurance, profit sharing (which includes a
401(k) feature), employees stock ownership and employees stock
purchase plans.

The Omnibus Budget Reconciliation Act of 1993 (the "Act") amended
the Internal Revenue Code, section 162(m), to limit deductibility
for the Company for income tax purposes of compensation paid to
the Chief Executive Officer and the 4 other highest paid
executive officers to $1 million per year, per person, subject to
certain exceptions. The Company does not currently have any
executive exceeding that limitation. If at a future date it
appears likely that such limitation may be exceeded, the
Committee will consider recommending restructuring of executive
compensation programs in light of the requirements of the Act and
the regulations that may be promulgated thereunder to permit them
to meet the exceptions to the limitation so such compensation may
continue to be deductible.

Kenneth J. Douglas Edward J. Richardson
Scott Hodes
Samuel Rubinovitz

The following graph sets forth the cumulative total stockholder
return (assuming reinvestment of dividends) to the Company's
stockholders during the five-year period ended May 31, 1999, as
well as a broad equity market index (NASDAQ Stock Market (US &
Foreign) Index) and a published industry index (NASDAQ Electronic
Component Stock Index). All three indices reflect the value of
an investment of $100 made on June 1, 1994. The stock price
performance shown below is not necessarily indicative of future
stock price performance.

PERFORMANCE GRAPH

Date REL NASDAQ Elec Comp

31-May-94 100 100 100
31-May-95 163 118 171
31-May-96 227 171 224
30-May-97 183 192 354
29-May-98 297 243 331
28-May-99 151 335 521

PROPOSAL TO APPROVE THE RICHARDSON ELECTRONICS, LTD.
EMPLOYEES 1999 STOCK PURCHASE PLAN

The Company's Employees Stock Purchase Plan adopted in 1983 and
continued with the 1996 Stock Purchase Plan adopted in 1996, the
purpose of which was to attract, motivate and retain personnel by
offering employees of the Company through the grant of stock
options (at 85% of the fair market value of such stock on the
date of grant, or the date of exercise, whichever is lower) the
opportunity to participate in the appreciation in value of the
Company's Common Stock which may result from their performance.
The shares available for purchase under such Plans are exhausted.
On April 13, 1999, the Board of Directors of the Company adopted,
subject to stockholder approval, the Richardson Electronics, Ltd.
Employees 1999 Stock Purchase Plan ("Purchase Plan") to permit
the Company to continue to offer this employee benefit. The full
text of the Purchase Plan is set forth in Exhibit A to this proxy
statement. The following description of the Purchase Plan is
qualified in its entirety by reference to the text of such
Purchase Plan. The Purchase Plan is designed to comply with the
requirements of Section 423 of the Internal Revenue Code and
Section 16b of the Securities Exchange Act of 1934. It is not
subject to the Employee Retirement Income Security Act of 1974,
nor subject to the qualification provisions of Section 401a of
the Internal Revenue Code.

The Purchase Plan is administered by the members of the Stock
Option Committee appointed by the Board of Directors who are
"Non-Employee Directors" as that term is defined in Rule 16b-3 of
the Securities and Exchange Commission. No member of the
Committee is eligible to participate in the Purchase Plan. The
Committee is authorized to fix grant dates for options to be
granted under the Purchase Plan, interpret the Purchase Plan, and
control and manage the operations and administration of the
Purchase Plan pursuant to such rules and regulations as it may
from time to time adopt for carrying out the purposes of the
Purchase Plan.

Subject to adjustments in accordance with the provisions of the
Purchase Plan, 150,000 shares of the Company's Common Stock, $.05
par value (the "Common Stock") are being reserved for issuance on
exercise of options granted pursuant to the Purchase Plan. Such
shares may be either authorized, but unissued shares of the
Company, or shares which have been or may be reacquired by the
Company including treasury shares.

All regular employees of the Company and its subsidiaries who are
designated by the Committee, who work more than 20 hours a week
or more than five months during the year, may participate in the
Purchase Plan. However, no employee may participate, if
immediately after the option is granted, such employee
beneficially owns (directly or by attribution) 5% or more of the
Company's Common Stock, and no option may be granted to any
employee which would permit his or her right to purchase Common
Stock pursuant to any unexpired offering under the Purchase Plan
and any other employee stock purchase plan to accrue at a rate
which exceeds $25,000 during any calendar year based on the fair
market value of such stock as determined on the grant date. The
decision to participate is voluntary on behalf of the employee.
Currently there are approximately 764 persons eligible to
participate. All eligible employees are given written notice of
a grant date and the opportunity to elect to participate
through payroll deductions between 1 and 10% of their annual base
compensation up to a maximum of $250,000 of compensation.

The Committee will from time to time, as of a specified date (the
"Grant Date"), offer options for shares of Common Stock to
eligible employees on the date it so designates (an "Offering").
Subsequent Grant Dates will not be less than one year apart.

Eligible employees may become participants by completing and
delivering to the Company such election and other forms as are
required by the Committee, including a payroll deduction form, at
least ten days before a Grant Date. A participant cannot
increase or decrease the amount of his or her payroll deduction
during the term of an option unless an adjustment in his or her
compensation occurs, in which case, absent instructions to the
contrary, his or her payroll deduction will be automatically
adjusted to reflect such change. An Employee Stock Purchase Plan
Account (the "Account") is established for each participant and
payroll deductions are credited to the Account. No interest
is paid on any amounts in such Accounts.

Unless a participant gives written notice of termination or his
or her employment is terminated prior to the exercise date of an
option, each option is exercised automatically on the last
business day prior to the last business day of the eleventh
calendar month following the month of the Grant Date for such
number of full shares as may be purchased with the accumulated
payroll deductions credited to his or her Account on that date.

The purchase price for the shares covered by options granted
under the Purchase Plan will be equal to 85% of the fair market
value of the shares on the Grant Date or the date of exercise,
whichever is lower. The fair market value of the shares on a
date is equal to (i) the mean of the closing bid and asked
quotations (as reported by NASDAQ), or (ii) if the Common Stock
is traded on a securities exchange, the last sale price of the
Common Stock on such exchange. The term of each option will
expire on the last business day of the eleventh calendar month
following the month of the Grant Date.

In the event an Offering is oversubscribed, the Committee may, in
its sole discretion, either increase the number of shares in the
Offering or make a pro rata allocation of available shares in the
Offering in such a manner as it deems uniform and equitable.
However, if the Committee decides to make a pro rata allocation,
the payroll deductions elected by participants will be
proportionately reduced to properly effectuate such allocation
and the Committee will notify each participant in writing of such
allocation.

An employee's rights or options under the Purchase Plan are
exercisable only by him or her during his or her lifetime, and
such rights or options may not be sold, pledged, assigned or
transferred in any manner other than by will or the laws of
descent and distribution. Any attempt to sell, pledge, assign or
transfer such rights or options shall be without effect, except
that the Company may treat such act as an election to terminate
an option.

The Board of Directors may from time to time amend or terminate,
consistent with applicable laws and regulations, the Purchase
Plan, without action by the Company's stockholders, except for an
amendment which would (i) increase the aggregate number of shares
of the Company's Common Stock subject to the Plan, (ii) alter the
classification of employees eligible to participate, (iii)
increase the option price, or (iv) cause the Purchase Plan not to
qualify as an "employee stock purchase plan" under section 423(b)
of the Internal Revenue Code, and no amendment or termination of
the Purchase Plan shall impair or adversely alter any outstanding
Option without the consent of the employee participant therein.

Federal Income Tax Consequences
The federal income tax consequences of an option offering under
the Purchase Plan, and the exercise thereof and the disposition
of shares so acquired are summarized below. The Company
expresses no opinion as to the tax consequences of an option
offering, an exercise, or a disposition of shares acquired as to
any particular employee.

The funds deducted from the employee's pay are included in the
employee's ordinary compensation and will be taxable in the year
in which earned. The options granted under the Purchase Plan
however, are intended to qualify as options granted under Section
423 of the Internal Revenue Code, and, in general, the employee
will not realize taxable income at the time of grant, or option
exercise and purchase of shares. Upon disposition of the shares
acquired upon exercise of an option granted under the Purchase
Plan (provided they are held for at least 2 years after the Grant
Date and 1 year after the Exercise Date) the employee will
realize ordinary income on disposition to the extent of the
lesser of (1) the amount by which the fair market value of the
stock at the time the option was granted exceeded the option
price, and (2) the amount by which the fair market value of the
stock at the time of disposition of the stock exceeded the price
paid. Any further gain is taxed as capital gain. Where an
employee sells the stock before the expiration of the required
holding period, he realizes ordinary income (compensation) to the
extent of the difference between the option price and the fair
market value of the stock at the date the option was exercised.
The Company is entitled to a tax deduction to the extent the
employee recognizes ordinary income subject to the limitations of
Section 162(m) of the Internal Revenue Code. Interest of
Directors, Nominees and Executive Officers Non-employee directors
are not eligible to participate in the Purchase Plan. All
employee directors and executive officers are eligible to
participate, however, except as set forth in the above described
limitations in the Purchase Plan, it is not possible to identify
which of such persons will elect to participate in offerings
under the Purchase Plan or the extent of their participation,
because this will be determined in the future to the extent the
Company makes an offering and then to the extent the person
elects to participate.

Stockholder Vote
The affirmative vote of the holders of shares possessing a
majority of the voting power present in person or represented by
proxy and entitled to vote at the meeting is required to adopt
the proposed Purchase Plan. The Purchase Plan and all options
granted thereunder will terminate and become null and void if the
Purchase Plan is not approved by the stockholders.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR
THE PROPOSAL REGARDING THE RICHARDSON ELECTRONICS, LTD.
EMPLOYEES' 1999 STOCK PURCHASE PLAN.

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company's independent public accountants for the current year
are Ernst & Young LLP who have been the Company's independent
accountants since December 1981. A representative of Ernst &
Young LLP is expected to be present at the meeting, with the
opportunity to make a statement if such representative desires to
do so, and such representative is expected to be available to
respond to appropriate questions from stockholders.

ANNUAL REPORT
The Company's Annual Report to Stockholders for the year ended
May 31, 1999 including financial statements accompanies this
Proxy Statement. However, no action is proposed to be taken at
the meeting with respect to the Annual Report, and it is not to
be considered as constituting any part of the proxy soliciting
material.

STOCKHOLDER PROPOSALS
From time to time stockholders present proposals which may be
proper subjects for inclusion in the proxy statement and for
consideration at a meeting. To be considered, proposals must be
submitted on a timely basis. Proposals for the 2000
stockholders' meeting submitted pursuant to SEC Rule 14a-8 must
be received by the Company no later than May 6, 2000. Any such
proposals, as well as any questions related thereto, should be
directed to the Secretary of the Company. Any stockholder
proposal proposed for submission at our 1999 annual meeting
outside the process of SEC Rule 14a-8 after July 20, 1999 shall
be considered untimely and any proposal submitted for our 2000
annual meeting shall be considered untimely. If such a proposal
is submitted after that date the proxy holder or holders may
exercise their discretionary authority, as conferred in the
proxy, in voting on such proposal at such meeting.

OTHER MATTERS
The management knows of no other business likely to be brought
before the meeting. If other matters do come before the meeting,
the persons named in the form of proxy or their substitute will
vote said proxy according to their best judgment.

A COPY OF THE COMPANY'S 1999 10-K REPORT IS AVAILABLE WITHOUT
CHARGE TO STOCK-HOLDERS UPON WRITTEN REQUEST TO INVESTOR
RELATIONS DEPARTMENT, RICHARDSON ELECTRONICS, LTD., 40W267
KESLINGER ROAD, P.O. BOX 393, LAFOX, IL 60147-0393.

By order of the Board of Directors

EDWARD J. RICHARDSON
Chairman of the Board and Chief
Executive Officer
September 3, 1999

EXHIBIT A
RICHARDSON ELECTRONICS, LTD.
EMPLOYEES 1999 STOCK PURCHASE PLAN

Richardson Electronics, Ltd. (the "Company") hereby
establishes the Richardson Electronics, Ltd. Employees 1999 Stock
Purchase Plan (the "Plan"), an employee stock purchase plan as
defined in Section 423(b) of the Internal Revenue Code of 1954.

Article I
Purpose
The purpose of the Plan is to provide Employees with an
opportunity to acquire a proprietary interest in the Company
through the exercise of options to purchase shares of the Common
stock of the Company. It is the judgment of the Board that the
acquisition of a proprietary interest in the Company by its
Employees will increase their personal interest in its growth and
progress and encourage them to remain in the Company's employ,
thereby promoting the interests of the Company and all its
stockholders. The Company intends that the Plan shall qualify as
an "employee stock purchase plan" within the meaning of Section
423(b) of the Code.

Article II
Definitions
The following words and terms, as used in the Plan, shall
have the respective meanings hereinafter set forth unless a
different meaning is clearly required by the context. Whenever
appropriate, words used in the singular shall be deemed to
include the plural, and the masculine gender shall be deemed to
include the feminine gender.
2.1 Board. The Board of Directors of the Company.
2.2 Code. The Internal Revenue Code of 1954, as now in
effect or as hereafter amended.
2.3 Committee. The Stock Option Committee or such other
committee appointed by the Board in
accordance with the provisions of Article IV to administer the
Plan.
2.4 Common Stock. The common stock, $.05 per share par
value, of the Company.
2.5 Company. Richardson Electronics, Ltd., a corporation
organized and existing under the laws of the State of Delaware,
and any successor to it.
2.6 Employee. Any individual employed by and receiving
compensation from the Company or a Related Company.
2.7 Exercise Date. The last business day prior to the
expiration of the term of an Option, or, if an Option
expires on a pay day, the day of expiration of the term of such
Option.
2.8 Grant Date. The date on which the Company makes an
Offering under the Plan.
2.9 Offering. A grant of Options under the Plan to all
Participants.
2.10 Option. An option to purchase shares of the Common
Stock granted by the Company pursuant to an Offering under the
Plan .
2.11 Option Price. The purchase price of the Common Stock
subject to an Option, as set forth in Article XII.
2.12 Optionee. A Participant who elects to participate in
an Offering under the Plan in accordance with the provisions of
Article VII.
2.13 Participant. An Employee who satisfies the eligibility
requirements set forth in Article V.
2.14 Plan. The Richardson Electronics, Ltd. Employees 1999
Stock Purchase Plan, as set forth herein, as may be amended from
time to time hereafter.
2.15 Related Company. As of any Grant Date, the term
"Related Company" shall include all "parents" and "subsidiaries"
(as hereinafter defined) of the Company. A "parent" shall be any
corporation that owns stock possessing at least 50% of the total
combined voting power of all stock of the Company or of another
parent. A "subsidiary" shall be any corporation if stock
possessing at least 50% of the total combined voting power of all
stock of such corporation is owned by the Company or by another
subsidiary.

Article III
Shares Subject to Plan
3.1 The total number of shares of the Common Stock which
are available for purchase upon the exercise of Options under the
Plan shall be One Hundred Fifty Thousand (150,000) shares,
subject to appropriate adjustment as provided in Article XIX
3.2 The shares of the Common Stock issued to an Optionee
upon the exercise of an Option shall be made available, in the
discretion of the Board, either from the authorized but unissued
Common Stock or from any Common Stock reacquired by the Company,
including Common Stock purchased in the open market by the
Company.
3.3 If an Offering shall terminate and all shares of the
Common Stock available for purchase thereunder are not purchased
by the Optionees, the unpurchased shares of the Common Stock
subject to the Offering shall become available for the granting
of Options in other Offerings.
3.4 Anything to the contrary notwithstanding, if at any
time during the term of the Plan the available shares of the
Common Stock in connection with any Offering are oversubscribed
for by the Optionees, the Committee may, in its sole discretion,
either:
(a) increase the number of shares of the Common Stock in
the Offering, provided that the Committee shall not have the
authority to increase the total number of shares of the Common
Stock which are available for purchase under the Plan, as set
forth in Section 3.1 above, or the maximum number of shares of
Common Stock which an Optionee may purchase in the Offering, as
set forth in Sections 10.1 and 10.2 below; or
(b) make a pro rata allocation of the available shares of
the Common Stock allocated to such Offering in as nearly a
uniform manner as shall be practicable and as it shall determine
to be equitable.
3.5 In the event that the Committee elects to make a pro
rata allocation (as described in Section 3.4(b)above), the
payroll deductions elected by the Optionees shall be
appropriately reduced to properly effectuate such allocation and
the Committee shall give written notice of such reduction to each
Optionee.

Article IV
Administration
4.1 The authority to control and manage the operations and
administration of the Plan shall be vested exclusively in the
Committee.
4.2 The Committee shall be appointed by the Board and shall
consist of not fewer than two (2) 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. In the event of any vacancy in the membership
of the Committee, a successor member shall be appointed by the
Board to fill such vacancy as promptly as practical.
4.3 The Committee shall fix the Grant Dates and shall give
written notice to the Participants of each Offering, specifying
the number of shares of the Common Stock available for purchase
in such Offering.
4.4 The Committee shall be authorized to interpret the Plan
and may from time to time adopt such rules and regulations for
carrying out the purpose of the Plan as it deems appropriate in
its sole discretion. Any such interpretations shall be final and
binding unless otherwise determined by the Board.
4.5 No member of the Committee or the Board shall be liable
for any action or determination made in good faith with respect
to the Plan.
4.6 The Committee may in its discretion from time to time
determine the method and timing of fixing the applicable exchange
rates for Optionees whose compensation is not paid in United
States currency.

Article V
Eligibility
5.1 Each Employee who is employed by the Company or a
Related Company who the Committee has designated as a Related
Company whose employees may participate shall be eligible to
participate in, and be granted an Option under, the Plan. For
purposes of this Plan, an Employee shall not include any
individual whose customary employment with the Company or a
Related Company is for twenty (20) hours or less per week or is
for not more than five (5) months in any calendar year.
5.2 Anything to the contrary notwithstanding, no Employee
may participate in, and be granted an Option under, the Plan if,
immediately after the Option is granted, such Employee would own
stock possessing 5% or more of the total voting power of all
classes of stock of the Company or of any Related Company. For
purposes of determining the ownership of the Common Stock by an
Employee, the stock attribution rules of Section 425(d) of the
Code shall apply and the maximum number of shares of the Common
Stock which the Employee could purchase under such Option
pursuant to Section 10.1, and the maximum number of shares of
stock which the Employee could purchase under all other
outstanding options (whether or not issued under this Plan)
granted by the Company or by any Related Company, shall be
treated as then owned by such Employee.

Article VI
Common Stock Offerings
6.1 The Committee shall, from time to time, fix a Grant
Date on which the Company shall grant Options to purchase such
aggregate number of shares of the Common Stock as the Company, in
its sole discretion, shall determine. The Committee shall, at
least thirty (30) days prior to any Grant Date fixed by it, give
written notice of the Offering to all Participants.
6.2 No Grant Date shall precede or coincide with the
Expiration Date of a previously granted Option.

Article VII
Participation in Plan
7.1 Participants may become Optionees by completing and
delivering to the Personnel Department of the Company such
election and other forms as may be required by the Committee,
including a payroll deduction form, no later than ten (10) days
prior to a Grant Date or such earlier date as the Committee may
require in its written notice of the Offering. Such payroll
deduction form shall become effective as of the Grant Date. An
Optionee may not have more than one payroll deduction form in
effect simultaneously.
7.2 Payroll deductions for an Optionee shall commence on
the first pay day on or after the Grant Date and shall end on the
last pay day prior to the expiration of the Option (as set forth
in Article XI below) or, if the Option expires on a pay day, on
that day, unless sooner terminated by the Optionee as provided in
Article XV below.

Article VIII
Payroll Deductions
8.1 Each payroll deduction form delivered by an Optionee
shall (a) state the percentage of the Optionee's base
compensation which shall be deducted from his regular paycheck on
each pay day during the term of the Option, (b) authorize the
purchase of shares of the Common Stock for the Optionee on the
Exercise Date and (c) specify the exact name (or names, subject
to Section 16.3 below) in which the shares of the Common Stock
purchased for the Optionee are to be issued by the Company.
8.2 An Optionee may authorize payroll deductions in any
full percentage of his base compensation (before withholding and
any other deductions), up to but not more than ten percent (10%),
in effect on the Grant Date; provided, however, that for purposes
of determining base compensation hereunder, an Optionee's annual
base compensation in excess of Two Hundred Fifty Thousand Dollars
($250,000) shall be excluded. Notwithstanding the preceding, if
amounts withheld are in excess of the amount necessary to acquire
the maximum number of shares of Common Stock set forth in Section
10.1 or 10.2, no further amounts shall be withheld, and any
excess shall be refunded to such Optionee.
8.3 An Optionee shall not be entitled to increase or
decrease the amount of his payroll deduction during the term of
an Option.
8.4 Whenever an adjustment in an Optionee's base
compensation occurs during the term of an Option, the amount of
such Optionee's payroll deduction shall be automatically adjusted
to reflect such change, unless the Optionee indicates otherwise.
Notwithstanding the preceding sentence, if increases in an
Optionee's base compensation during the term of an Option would
result in amounts being withheld in excess of the amount
necessary to acquire the maximum number of shares of Common Stock
set forth in Section 10.1 or 10.2, no further amounts shall be
withheld, and any excess shall be refunded to such Optionee.
8.5 All payroll deductions made on behalf of an Optionee
shall be credited to his separate account maintained under the
Plan, as set forth in Article XVIII below.
8.6 An Optionee may discontinue his participation in an
Offering as provided in Article XV below, but no other change can
be made by the Optionee during the term of an Option.

Article IX
Conditions to Options
All Options granted in an Offering under this Plan shall be
evidenced by agreements in such form as the Committee shall from
time to time recommend and the Board shall approve; provided,
however, that all Optionees shall have the same rights and
privileges (except in connection with the number of shares of the
Common Stock which may be purchased by an Optionee on the basis
of his annual base compensation).

Article X
Granting of Options
10.1 As of each Grant Date, the Optionees shall be granted
Options for as many full shares of the Common Stock as they shall
be able to purchase with the amount of payroll deductions
previously authorized by them and credited to their respective
separate accounts during the term of the Option; provided,
however, that the maximum number of full shares of Common Stock
which may be purchased by an Optionee under the Option granted on
any Grant Date shall not exceed the amount which could be
purchased by the amount of payroll deductions authorized by such
Optionee if his base compensation during the period of the Option
were equal to 150% of the amount of his base compensation on such
Grant Date. The Committee may set a different uniform percentage
of base compensation for any Offering by written notice included
in the notice specified in Section 6.1, but may not thereafter
alter such percentage for such Offering.
10.2 Anything to the contrary notwithstanding, no Optionee
shall be granted an Option which would permit his right to
purchase shares of the Common Stock or any other class of stock
under the Plan or any other employee stock purchase plan (as
defined in Section 423(b) of the Code) maintained by the Company
or by a Related Company to accrue at a rate which exceeds
Twenty-Five Thousand Dollars ($25,000) of fair market value of
such stock (determined on the Grant Date) for each calendar year
in which such Option is outstanding. For purposes of this
Section 10.2, (a) the right to purchase stock under an option
accrues when the option (or any portion thereof) first becomes
exercisable during the calendar year, (b) the right to purchase
stock under an option accrues at the rate provided in the option
but in no case may such rate exceed Twenty-Five Thousand Dollars
($25,000) of fair market value of such stock (determined on the
Grant Date) for any one calendar year, and (c) a right to
purchase Common Stock which has accrued under an Option granted
pursuant to the Plan may not be carried over to any other Option.

Article XI
Term of Options
The term of each Option shall expire on the last business
day of the eleventh calendar month commencing after the calendar
month which includes the Grant Date.

Article XII
Option Price
The Option Price shall be equal to the lesser of:
(i) an amount equal to eighty-five percent (85%) of the
Fair Market Value (as that term is defined below) of the Common
Stock at the time such Option is granted; or
(ii) an amount equal to eighty-five percent (85%) of the
Fair Market Value of the Common Stock at the time of the exercise
of the Option.

For purposes of this Article XII, the term "Fair Market Value" of
the Common Stock shall be defined as an amount equal to either
(a) the mean of the closing bid and asked quotations in the
over-the-counter market on such date (rounded up to the nearest
cent), as reported by the National Association of Securities
Dealers Automated Quotation System, or (b) in the event the
Common Stock is listed on any exchange, the last sale price on
such exchange on such date or, if there are no sales on such
date, the mean of the bid and asked prices (founded up to the
nearest cent) for the Common Stock on such exchange at the close
of business on such date.

Article XIII
Exercise of Options
Unless an Optionee gives written notice of termination to
the Company as provided in Article XV below, Options shall be
exercised automatically for him on the Exercise Date for the
purchase of the number of full shares of the Common Stock which
the balance of the payroll deductions credited to such Optionee's
separate account during the term of the Option shall purchase at
the Option Price.

Article XIV
Delivery of Certificates
The Company shall deliver to an Optionee certificates
representing the shares of the Common Stock purchased by him upon
the exercise of an Option as soon as practical after the end of
an Offering. At the expiration of the term of an Option the
Company shall make a cash payment equal to the balance of any
payroll deductions previously credited to such Optionee's
separate account during the term of the Option which have not
been used for the purchase of shares of the Common Stock.

Article XV
Termination of Options
An Optionee may terminate an Option by giving written notice
of termination to the Committee prior to the Exercise Date, in
such manner as the Committee may require. Such written notice
shall terminate the Optionee's participation in an Offering and
his payroll deductions shall terminate effective as of the end of
the next pay period in the fiscal quarter of the Company in which
the written notice of termination is received by the Committee.
After the termination of an Option the Company shall make a cash
payment equal to the balance of any amount held in the Optionee's
separate account. An Optionee's termination of employment with
the Company or a Related Company for any reason (including death
or disability) while an Offering is outstanding shall be deemed
the equivalent of the written notice of termination described
above and shall be effective as of the date of the Optionee's
termination of employment.

Article XVI
Rights as Stockholder
16.1 An Optionee shall not have any interest in shares of
the Common Stock subject to an Option until such Option is
exercised by him.
16.2 An Optionee who has exercised an Option shall not be
entitled to any of the rights or privileges of a stockholder of
the Company, including but not limited to the right to vote the
shares and the right to receive any dividends which may be
declared by the Company with respect to the shares, until such
time as stock certificates representing the shares are issued to
him.
16.3 Certificates for shares of the Common Stock shall be
issued to an Optionee as soon as practical after the end of the
Offering and, when issued, shall be registered in the name of the
Optionee or, if the Optionee so directs in his payroll deduction
form, in the names of the Optionee and such other person as may
be designated by the Optionee, as joint tenants with right of
survivorship, to the extent permitted by applicable law.

Article XVII
Non-Transferability of Options
An Optionee's rights with regard to the exercise of an
Option are exercisable only by him during his lifetime and such
rights may not be assigned, transferred, pledged or otherwise
disposed of in any way by the Optionee other than by his last
will and testament or by the laws of descent and distribution.
Any such attempted assignment, transfer, pledge or other
disposition by the Optionee shall be without effect, except that
the Company may treat such act as an election to terminate an
Option in accordance with Article XV above.

Article XVIII
Accounts of Optionees
Payroll deductions received or held by the Company under
this Plan shall not be used by the Company for any corporate
purpose and the Company shall segregate such payroll deductions
in separate accounts. On the Exercise Date, payroll deductions
shall be withdrawn in accordance with Article XIII above. No
interest shall be paid to an Optionee in connection with any
payroll deductions held in such separate accounts by the Company.

Article XIX
Anti-Dilution
In the event that the number of outstanding shares of the
Common Stock shall be changed by reason of split-ups or
combinations of shares or recapitalizations or by reason of stock
dividends, the number of shares of the Common Stock subject to
the Plan not yet granted as Options, the number of shares of the
Common Stock then subject to Options granted under an Offering
and the Option Price payable upon the exercise of an Option by an
Optionee shall be appropriately adjusted, as determined by the
Board, so as to give proper effect to such changes. Anything to
the contrary notwithstanding, no adjustment shall be made
hereunder which would result in a modification of the Options in
a manner which would disqualify the Plan as an "employee stock
purchase plan" under the provisions of Section 423(b) of the Code
or which would cause the Options to be considered new options
under Section 425(b) of the Code.

Article XX
Amendment
20.1 The Company shall have the right at any time to amend
the Plan by action of its Board without obtaining the approval of
the stockholders of the Company. Any amendment to the Plan shall
be set forth in writing.
20.2 Anything to the contrary notwithstanding, the Company
shall not amend the Plan without obtaining the approval of the
stockholders of the Company if such amendment:
(a) increases the number of shares of the Common Stock that
are reserved for issuance under the Plan;
(b) alters the classification of Employees eligible to be
Participants;
(c) increases the Option Price;
(d) impairs the rights of any Optionee without his consent;
or
(e) would cause the Plan to fail to qualify as an "employee
stock purchase plan" as defined in Section 423(b) of the Code.

Article XXI
Termination
21.1 The Company shall have the right at any time to
terminate the Plan by action of its Board without obtaining the
approval of the stockholders of the Company.
21.2 Upon the termination of the Plan, shares of the Common
Stock purchased by Optionees shall be issued to them as if it
were the end of an Offering. Any termination of the Plan shall
be effected so that the then existing rights of all Optionees
shall not be adversely affected.

Article XXII
Application of Funds

Any proceeds received by the Company from the sale of shares
of Common Stock may be used for any corporate purpose.

Article XXIII
Notice
Any notice to the Company required under this Plan shall be
in writing and shall either be delivered in person or sent by
registered or certified mail, return receipt requested, postage
prepaid, to the Company at its offices at 40W267 Keslinger Road,
P.O. Box 393, LaFox, Illinois 60147-0393, Attention: Stock Option
Committee.

Article XXIV
Effective Date
The Plan is effective April 13, 1999. The Plan shall be
submitted to the stockholders for approval not later than
April 12, 2000. If the Plan has not been approved, it shall
terminate on such date in accordance with Article XXI, and all
Options outstanding on such date shall be exercised as
provided in Section 21.2.