UNITED STATES
SECURITIES AND EXCHANGE
      COMMISSION 
      
WASHINGTON, D.C.
      20549
      

      
Form
      8-K
      

      
CURRENT
      REPORT
      
Pursuant to Section
      13 or 15(d) of the Securities Exchange Act of
1934

  
    Date of Report (Date
      of earliest event reported)
    August 22, 2003
  
    Exact name of
      registrant as specified in its charter
    Richardson Electronics, Ltd. 
  
    State or other
      jurisdiction of incorporation
    Delaware
  
    Commission file
      Number
    0-12906 
  
    IRS Employer
      Identification No.
    36-2096643 
  
    Address of principal
      executive office
    40W267 Keslinger Road, P. O. Box 393, La Fox, IL
  
    Zip Code
    60147-0393 
  
    Registrant's
      telephone number, including area code
    630-208-2386 
This Current
Report on Form 8-K contains a total of 1 page.


Item 4. Changes in Registrant's Certifying
Accountants


On August 22, 2003, Richardson Electronics, Ltd. (the "Company") engaged KPMG LLP as its principal
accountants for the fiscal year ending May 31, 2004, and chose not to renew the engagement of
Ernst & Young LLP ("Ernst & Young").  The decision to change accountants was made by the audit
committee of the board of directors and the board.

During the two fiscal years ended May 31, 2003, there were no disagreements between
the Company and Ernst & Young on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved to Ernst & Young's satisfaction,
would have caused them to make reference in connection with their opinion to the subject matter of the
disagreement.  There were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

Ernst & Young's reports on the Company's consolidated financial statements for the years ended May 31,
2003 and 2002 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified
as to uncertainty, audit scope or accounting principles.

The Company provided Ernst & Young with a copy of the above statements and requested a letter addressed to
the Securities and Exchange Commission stating whether or not it agreed with the above statements.  A copy of
the letter is attached as Exhibit 16.1 to this Form 8-K.





Item 7.  Financial Statements, Pro Forma Financial Statements
and Exhibits


C.  	Exhibits.

16.1      Letter of Ernst & Young LLP regarding change in certifying
               accountant.   E

99.1       Press Release date August 22, 2003      
                   
                   
    E








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 assembly, testing and
logistics.  Press announcements and other information about Richardson are
available on the World Wide Web at http://www.rell.com/investor.asp.