As filed with the
                                        Securities and Exchange
                                        Commission on
                                        October 28, 1998
                                        Registration No. 2-
                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

                             FORM S-8

                   REGISTRATION STATEMENT UNDER
                    THE SECURITIES ACT OF 1933

                   RICHARDSON ELECTRONICS, LTD.
        (Exact name of issuer as specified in its charter)

Delaware                           36-2096643
(State of Incorporation)      (I.R.S. Employer Identification No.)
40W267 Keslinger Road,
P.O. Box 393 
                                             LaFox, Illinois  60147-0393
(Address of Principal Executive Offices)     (Zip Code)

                   RICHARDSON ELECTRONICS, LTD.
           EMPLOYEES' 1998 INCENTIVE COMPENSATION PLAN
                     (Full title of the plan)

                        William G. Seils,
       Senior Vice President, Secretary and General Counsel
                   Richardson Electronics, Ltd.
                      40W267 Keslinger Road
                           P.O. Box 393
                    LaFox, Illinois 60147-0393
             (Name and address of agent for service)
                          (630) 208-2370
  (Telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale of the securities
to the public: As soon as practicable after the effective date of
this Registration Statement and under terms of options granted but
not earlier than October 6, 1998.

                 Calculation of Registration Fee
Title                         Proposed  Proposed
of                            Maximum   Maximum        Amount
Securities     Amount         Offering  Aggregated     of
Being          Being          Price Per Offering       Registration
Registered     Registered(1)  Share(2)  Price          Fee

Common Stock   800,000        $7.06     $5,648,000     $1,666.16
$.05 Par Value Shares

     (1)  The registration statement also includes an indeterminable
     number of additional shares of Common Stock that may become
     issuable as a result of terminated, expired or surrendered
     options for Common Stock, or pursuant to the antidilution
     adjustment provisions of the Plan.
 
     (2)  Estimated solely for purposes of calculating the registration
     fee under Rule 457(h), based upon the average of the high and
     low prices as reported by the NASDAQ National Market System as
     of October 23, 1998.

Exhibit Index on page 6


                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents By Reference

     Richardson Electronics, Ltd. (the "Company") hereby
incorporates into this Registration Statement by reference the
following documents filed with the Securities and Exchange
Commission (the "Commission"):

     (a)  The Company's Annual Report on Form 10-K filed pursuant
to Section 13(a) of the Securities Exchange Act of 1934 as amended
(the "Securities Exchange Act") for the fiscal year ended May 31,
1998;

     (b)  All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act since the end of the Company's
fiscal year ended May 31, 1998; and

     (c)  The Company's Registration Statement on Form 8-A (File
No. 0-12906) as to the description of the Company's securities set
forth in item 4 therein, including any amendment or reports filed
for the purpose of updating such description.

     All documents filed by the Company subsequent to the date of
this Registration Statement pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which de-registers all securities then
remaining unsold, shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the
date of filing of such documents.  Any statement contained in a
document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     William G. Seils, Senior Vice President, Secretary and General
Counsel of the Company assisted in the preparation of this
Prospectus and the Registration Statement, has given an opinion on
the validity of the securities covered thereby and is eligible to
receive grants under the Plan.

Item 6.   Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law of Delaware
authorizes indemnification of directors, officers and employees of
Delaware corporations.  Article VII of the Company's by-laws (i)
grants indemnification of directors and officers (the
"Indemnitees") under specified circumstances to the fullest extent
authorized by the General Corporation Law of Delaware, (ii)
provides for the advancement of expenses to the Indemnitees for
defending any proceedings related to the specified circumstances,
(iii) gives the Indemnitees the right to bring suit against the
Company to enforce the foregoing rights to indemnification and
advancement of expenses, and (iv) authorizes the Company to
maintain certain policies of insurance to protect itself and any of
its directors, officers or employees.  The Company currently
maintains policies of insurance under which the directors and
officers of the Company are insured, within the limits and subject
to the limitations of the policies, against certain expenses in
connection with the defense of actions, suits or proceedings, to
which they are parties by reason of being or having been such
directors or officers.  Pursuant to the authority of Section
102(b)(7) of the General Corporation Law of Delaware the Company's
certificate of incorporation contains a provision which eliminates
the personal liability of a director of the Company for monetary
damages for breach of fiduciary duty as a director, except to the
extent limited by such statutory provision.
 .
Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     The exhibits to the registration statement are listed in the
Exhibit Index elsewhere herein.

Item 9.   UNDERTAKINGS

     (a)  The undersigned registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales
     are being made, a post-effective amendment to this
     registration statement:

                         (i)       To include any prospectus required by
          Section 10(a)(3) of the Securities Act of 1933;

                         (ii)      To reflect in the prospectus any facts or
          events arising after the effective date of the
          registration statement (or the most recent post-effective
          amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the
          information set forth in the registration statement. 
          Notwithstanding the foregoing, any increase or decrease
          in volume of securities offered (if the total dollar
          value of securities offered would not exceed that which
          was registered) and any deviation from the low or high
          end of the estimated maximum offering range may be
          reflected in the form of prospectus filed with the
          Commission pursuant to Rule 424(b) if, in the aggregate,
          the changes in volume and price represent no more than a
          20% change in the maximum aggregate offering price set
          forth in the "Calculation of Registration Fee" table in
          the effective registration statement.

                         (iii)     To include any material information with
          respect to the plan of distribution not previously
          disclosed in the registration statement or any material
          change to such information in the registration statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form S-8
or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.

               (2)  That, for the purpose of determining any liability
     under the Securities Act of 1933, each such post-effective
     amendment shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering
     of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

               (3)  To remove from registration by means of a post-
     effective amendment any of the securities being registered
     which remain unsold at the termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     (h)  Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.


                          EXHIBIT INDEX

                                                  Filing Method

     4.   Copy of the Richardson Electronics, Ltd.          E
          Employees' 1998 Incentive Compensation Plan

     5.   Opinion of William G. Seils                       E

     23.  Consent of Ernst & Young LLP                      E    
     Consent of William G. Seils 
     (contained in Exhibit 5)                          

     24   Power of Attorney*                                E

     * Power of Attorney is contained on signature pages.   
                         


                            SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town
of LaFox and the State of Illinois on the 28th day of October,
1998.

                              RICHARDSON ELECTRONICS, LTD.


                              By:  /s/Edward J. Richardson  
                                   Edward J. Richardson
                                   Chairman of the Board,
                                   President and Chief Executive
                                   Officer


     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

     By his signature, each of the following persons constitutes
and appoints each of Edward J. Richardson and William G. Seils as
his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution for him and in his name, place and
stead, in any and all capacities, to sign any and all documents
which said attorney-in-fact and agent may deem necessary or
advisable to enable Richardson Electronics, Ltd. to comply with the
Securities Act of 1933, as amended, and the rules, regulations and
requirements of the Securities Exchange Commission in connection
with the registration under said Act of Shares of Common Stock,
$.05 par value, to be offered or sold by said corporation pursuant
to its Employees' 1998 Incentive Compensation Plan, including but
not  limited to a Registration Statement and any and all amendments
including post-effective amendments to such Registration Statement,
and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and 
agent, or his substitutes, may lawfully do or cause to
be done by virtue thereof.


     Signature                Title                    Date

                         Chairman of the Board,
                         Chief Executive Officer
/s/ Edward J. Richardson and Director (Principal)
Edward J. Richardson     Executive Officer)       October 27, 1998


/s/ Bruce W. Johnson     President, Chief
                         Operating Officer and
                         Director                 October 27,1998


                         Senior Vice President and
                         Chief Financial Officer
                         And Director   
/s/ William J. Garry     (Principal Financial and 
William J. Garry         Accounting Officer)      October 27, 1998


/s/ Arnold R. Allen
Arnold R. Allen          Director                 October 27, 1998


/s/ Scott Hodes
Scott Hodes              Director                 October 27, 1998


/s/ Samuel Rubinovitz
Samuel Rubinovitz        Director                 October 27, 1998


/s/ Kenneth J. Douglas
Kenneth J. Douglas       Director                 October 27, 1998


/s/ Jacques Bouyer
Jacques Bouyer           Director                 October 27, 1998


/s/ Harold L. Purkey
Harold L. Purkey         Director                 October 27, 1998


/s/ Ad Ketelaars
Ad Ketelaars             Director                 October 27, 1998
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 15796}]
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As filed with the
                                        Securities and Exchange
                                        Commission on
                                        October 28, 1998
                                        Registration No. 2-
                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

                             FORM S-8

                   REGISTRATION STATEMENT UNDER
                    THE SECURITIES ACT OF 1933

                   RICHARDSON ELECTRONICS, LTD.
        (Exact name of issuer as specified in its charter)

Delaware                           36-2096643
(State of Incorporation)      (I.R.S. Employer Identification No.)
40W267 Keslinger Road,
P.O. Box 393 
                                             LaFox, Illinois  60147-0393
(Address of Principal Executive Offices)     (Zip Code)

                   RICHARDSON ELECTRONICS, LTD.
           EMPLOYEES' 1998 INCENTIVE COMPENSATION PLAN
                     (Full title of the plan)

                        William G. Seils,
       Senior Vice President, Secretary and General Counsel
                   Richardson Electronics, Ltd.
                      40W267 Keslinger Road
                           P.O. Box 393
                    LaFox, Illinois 60147-0393
             (Name and address of agent for service)
                          (630) 208-2370
  (Telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale of the securities
to the public: As soon as practicable after the effective date of
this Registration Statement and under terms of options granted but
not earlier than October 6, 1998.

                 Calculation of Registration Fee
Title                         Proposed  Proposed
of                            Maximum   Maximum        Amount
Securities     Amount         Offering  Aggregated     of
Being          Being          Price Per Offering       Registration
Registered     Registered(1)  Share(2)  Price          Fee

Common Stock   800,000        $7.06     $5,648,000     $1,666.16
$.05 Par Value Shares

     (1)  The registration statement also includes an indeterminable
     number of additional shares of Common Stock that may become
     issuable as a result of terminated, expired or surrendered
     options for Common Stock, or pursuant to the antidilution
     adjustment provisions of the Plan.
 
     (2)  Estimated solely for purposes of calculating the registration
     fee under Rule 457(h), based upon the average of the high and
     low prices as reported by the NASDAQ National Market System as
     of October 23, 1998.

Exhibit Index on page 6

                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents By Reference

     Richardson Electronics, Ltd. (the "Company") hereby
incorporates into this Registration Statement by reference the
following documents filed with the Securities and Exchange
Commission (the "Commission"):

     (a)  The Company's Annual Report on Form 10-K filed pursuant
to Section 13(a) of the Securities Exchange Act of 1934 as amended
(the "Securities Exchange Act") for the fiscal year ended May 31,
1998;

     (b)  All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act since the end of the Company's
fiscal year ended May 31, 1998; and

     (c)  The Company's Registration Statement on Form 8-A (File
No. 0-12906) as to the description of the Company's securities set
forth in item 4 therein, including any amendment or reports filed
for the purpose of updating such description.

     All documents filed by the Company subsequent to the date of
this Registration Statement pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which de-registers all securities then
remaining unsold, shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the
date of filing of such documents.  Any statement contained in a
document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     William G. Seils, Senior Vice President, Secretary and General
Counsel of the Company assisted in the preparation of this
Prospectus and the Registration Statement, has given an opinion on
the validity of the securities covered thereby and is eligible to
receive grants under the Plan.

Item 6.   Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law of Delaware
authorizes indemnification of directors, officers and employees of
Delaware corporations.  Article VII of the Company's by-laws (i)
grants indemnification of directors and officers (the
"Indemnitees") under specified circumstances to the fullest extent
authorized by the General Corporation Law of Delaware, (ii)
provides for the advancement of expenses to the Indemnitees for
defending any proceedings related to the specified circumstances,
(iii) gives the Indemnitees the right to bring suit against the
Company to enforce the foregoing rights to indemnification and
advancement of expenses, and (iv) authorizes the Company to
maintain certain policies of insurance to protect itself and any of
its directors, officers or employees.  The Company currently
maintains policies of insurance under which the directors and
officers of the Company are insured, within the limits and subject
to the limitations of the policies, against certain expenses in
connection with the defense of actions, suits or proceedings, to
which they are parties by reason of being or having been such
directors or officers.  Pursuant to the authority of Section
102(b)(7) of the General Corporation Law of Delaware the Company's
certificate of incorporation contains a provision which eliminates
the personal liability of a director of the Company for monetary
damages for breach of fiduciary duty as a director, except to the
extent limited by such statutory provision.
 .
Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     The exhibits to the registration statement are listed in the
Exhibit Index elsewhere herein.

Item 9.   UNDERTAKINGS

     (a)  The undersigned registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales
     are being made, a post-effective amendment to this
     registration statement:

                         (i)       To include any prospectus required by
          Section 10(a)(3) of the Securities Act of 1933;

                         (ii)      To reflect in the prospectus any facts or
          events arising after the effective date of the
          registration statement (or the most recent post-effective
          amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the
          information set forth in the registration statement. 
          Notwithstanding the foregoing, any increase or decrease
          in volume of securities offered (if the total dollar
          value of securities offered would not exceed that which
          was registered) and any deviation from the low or high
          end of the estimated maximum offering range may be
          reflected in the form of prospectus filed with the
          Commission pursuant to Rule 424(b) if, in the aggregate,
          the changes in volume and price represent no more than a
          20% change in the maximum aggregate offering price set
          forth in the "Calculation of Registration Fee" table in
          the effective registration statement.

                         (iii)     To include any material information with
          respect to the plan of distribution not previously
          disclosed in the registration statement or any material
          change to such information in the registration statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form S-8
or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.

               (2)  That, for the purpose of determining any liability
     under the Securities Act of 1933, each such post-effective
     amendment shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering
     of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

               (3)  To remove from registration by means of a post-
     effective amendment any of the securities being registered
     which remain unsold at the termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     (h)  Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

                          EXHIBIT INDEX

                                                  Filing Method

     4.   Copy of the Richardson Electronics, Ltd.          E
          Employees' 1998 Incentive Compensation Plan

     5.   Opinion of William G. Seils                       E

     23.  Consent of Ernst & Young LLP                      E    
     Consent of William G. Seils 
     (contained in Exhibit 5)                          

     24   Power of Attorney*                                E

     * Power of Attorney is contained on signature pages.   
                         

                            SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town
of LaFox and the State of Illinois on the 28th day of October,
1998.

                              RICHARDSON ELECTRONICS, LTD.

                              By:  /s/Edward J. Richardson  
                                   Edward J. Richardson
                                   Chairman of the Board,
                                   President and Chief Executive
                                   Officer

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

     By his signature, each of the following persons constitutes
and appoints each of Edward J. Richardson and William G. Seils as
his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution for him and in his name, place and
stead, in any and all capacities, to sign any and all documents
which said attorney-in-fact and agent may deem necessary or
advisable to enable Richardson Electronics, Ltd. to comply with the
Securities Act of 1933, as amended, and the rules, regulations and
requirements of the Securities Exchange Commission in connection
with the registration under said Act of Shares of Common Stock,
$.05 par value, to be offered or sold by said corporation pursuant
to its Employees' 1998 Incentive Compensation Plan, including but
not  limited to a Registration Statement and any and all amendments
including post-effective amendments to such Registration Statement,
and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and 
agent, or his substitutes, may lawfully do or cause to
be done by virtue thereof.

     Signature                Title                    Date

                         Chairman of the Board,
                         Chief Executive Officer
/s/ Edward J. Richardson and Director (Principal)
Edward J. Richardson     Executive Officer)       October 27, 1998

/s/ Bruce W. Johnson     President, Chief
                         Operating Officer and
                         Director                 October 27,1998

                         Senior Vice President and
                         Chief Financial Officer
                         And Director   
/s/ William J. Garry     (Principal Financial and 
William J. Garry         Accounting Officer)      October 27, 1998

/s/ Arnold R. Allen
Arnold R. Allen          Director                 October 27, 1998

/s/ Scott Hodes
Scott Hodes              Director                 October 27, 1998

/s/ Samuel Rubinovitz
Samuel Rubinovitz        Director                 October 27, 1998

/s/ Kenneth J. Douglas
Kenneth J. Douglas       Director                 October 27, 1998

/s/ Jacques Bouyer
Jacques Bouyer           Director                 October 27, 1998

/s/ Harold L. Purkey
Harold L. Purkey         Director                 October 27, 1998

/s/ Ad Ketelaars
Ad Ketelaars             Director                 October 27, 1998