FORM 8-K

RICHARDSON ELECTRONICS, LTD.

(Exact name of registrant as specified in its charter)

               Delaware               

               0-12906               

               36-2096643               

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

40W267 Keslinger Road, P.O. Box 393, LaFox, Illinois

               60147-0393               

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:

            (630) 208-2200            

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[X]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

For Immediate Release

Richardson Reports Record Fiscal First Quarter Sales of
$138.5 Million, up 16% from the Prior Year

LaFox, IL, Friday, September 23, 2004:  Richardson Electronics, Ltd. (NASDAQ: RELL) today reported results for the first quarter of fiscal 2005, which ended August 28, 2004. Sales in the quarter were $138.5 million, a record fiscal first quarter sales level for the Company and an increase of 16% from the first quarter of fiscal 2004. Net income was $1.2 million, or $0.08 per share, in the quarter compared to $0.4 million, or $0.03 per share, in the same quarter last year.

Sales Highlights - First Quarter Fiscal 2005 Compared to First Quarter Fiscal 2004

The Company recorded its ninth consecutive quarter of year over year sales growth. Sales in RF/Wireless Communications increased 29.3% with strong growth in the United States in network access and passive/interconnect product sales. Industrial Power Group sales grew 14.7% led by strong power component demand in the United States and Asia. Sales in the Security Systems Division were up 2.3% with increased private label sales in Canada. Display Systems Group sales grew 5.6% driven by increased demand in workstations and high-resolution flat panel monitors for the medical market.

Geographically, the Company’s sales in Asia/Pacific grew 28.9% led by strong wireless infrastructure and industrial power demand, particularly in China and Japan. Sales in Europe and North America were up 16.4% and 13.7%, respectively, as a result of strong growth in RF/Wireless Communications product sales, notably in the United States, United Kingdom, and Israel. Sales in Latin America declined 4.7% as lower broadcast demand was partially offset by increased industrial power demand.

“Our engineered solutions focus continues to produce positive results with record first quarter sales, growth from all of our strategic business units, and continued sales and earnings expansion from comparable prior year periods,” said Edward J. Richardson, Chairman of the Board and Chief Executive Officer. “As orders continue to outpace billings, we look forward to sustained business growth going into our seasonally strong fiscal second quarter.”

On Friday, September 24, 2004 at 9:00 a.m. CST, Mr. Edward J. Richardson, Chairman and Chief Executive Officer will host a conference call to discuss the release. A question and answer session will be included as part of the call’s agenda. To listen to the call, please dial 888-273-9885 approximately five minutes prior to the start of the call. A replay of the call will be available from 12:30 p.m. on September 24, 2004 through December 16, 2004. The telephone numbers for the replay are (USA) 800-475-6701 and (International) 320-365-3844; access code 745691.

This release includes certain “forward-looking” statements as defined by the SEC. Statements in this press release regarding the Company’s business which are not historical facts represent “forward-looking statements” that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in the Company’s annual report on form 10-K. The Company assumes no responsibility to update the forward-looking statements in this release as a result of new information, future events, or otherwise.

About Richardson Electronics

Richardson Electronics, Ltd. is a global provider of “engineered solutions,” serving the RF and wireless communications, industrial power conversion, security and display systems markets. The Company delivers engineered solutions for its customers’ needs through product manufacturing, systems integration, prototype design and manufacture, testing and logistics. Press announcements and other information about Richardson are available on the World Wide Web at http://www.rell.com/investor.asp.