Richardson Electronics, Ltd. (the “Company”) files this post-effective amendment No. 1 to the registration statement on Form S-1 (File No. 333-125254) (as amended, the “Registration Statement”) to deregister securities which were registered under the Registration Statement but were not sold under the Registration Statement. The offering contemplated by the Registration Statement was the resale of up to $44,683,000 aggregate principal amount of the Company’s 7 ¾% Convertible Senior Subordinated Notes due 2011 (the “Notes”) and the common stock issuable upon conversion thereof (together, the “Securities”).

In connection with the original issuance of the Notes pursuant to an exchange offer consummated on February 14, 2005, the Company entered into a Resale Registration Rights Agreement with the exchange participants. Upon the two year anniversary of the consummation of the exchange offer, the Company’s obligation to maintain the effectiveness of the Registration Agreement expired and therefore the Company is terminating this offering. Those selling securityholders that are not “affiliates” of the Company, as defined in Rule 144 under the Securities Act of 1933, may continue to sell the Securities as may be permitted by Rule 144(k).

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