<PAGE>


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

                                     FORM 10-K
                                          
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                          SECURITIES EXCHANGE ACT OF 1934

                    For the fiscal year ended December 31, 1997
                                          
                           Commission file number: 0-9788
                                          
                              RICHEY ELECTRONICS, INC.
               (Exact name of registrant as specified in its charter)


                 Delaware                                       33-0594451
        (State or other jurisdiction                         (I.R.S. Employer
      of incorporation or organization)                    Identification  No.)

             7441 Lincoln Way, Suite 100, Garden Grove, California 92642
               (Address of principal executive office)     (Zip Code)

Registrant's telephone number, including area code:  (714) 898-8288

Securities registered pursuant to Section 12(b) of the Act:  None

           Securities registered pursuant to Section 12(g) of the Act:

                        Common Stock, $0.001 Par Value
                        ------------------------------
                               (Title of class)

     Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.  Yes  X   No ___

     Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of this Form 
10-K or any amendment to this Form 10-K.  [X]

     The aggregate market value of the registrant's common stock held by 
non-affiliates of the registrant as of March 20, 1998 was $58,813,380
based on the last sales price on the Nasdaq Stock Market ("Nasdaq") on that 
date.

     As of March 20, 1998, 9,124,113 shares of the registrant's 
common stock were outstanding.


-------------------------------------------------------------------------------

                      DOCUMENTS INCORPORATED BY REFERENCE
     Certain portions of Richey Electronics, Inc.'s (the "Company" or "Richey 
Electronics") proxy statement for its annual meeting of stockholders to be 
held on May 5, 1998, which is being filed with the Securities and Exchange 
Commission (the "Commission") concurrently herewith, are incorporated by 
reference into Part III of this Form 10-K (Items 10 through 13). 

<PAGE>

                                   PART I.

ITEM 1.   BUSINESS

GENERAL

     Richey Electronics is a leading specialty distributor of interconnect, 
electromechanical  and  passive electronic components and a provider of 
related value-added assembly services to more than 20,000 customers in North 
America. Richey Electronics has been built through a series of transactions 
beginning in December 1990 with the acquisition of the operations of 
Richey/Impact Electronics Inc. and continuing with the merger with Brajdas 
Corporation in 1993 and the acquisition of the operations of In-Stock in 
1994, IEI and Deanco in 1995, MS Electronics and Summit Distributors in 1996 
and Simmonds Technologies Inc. in 1997.  Since the initial acquisition, the 
Company's growth has been directed by one of the most experienced management 
teams in its industry. Through acquisitions and internal growth that improved 
the Company's operating leverage, Richey Electronics' sales and earnings have 
increased from approximately $33.0 million and $700,000, respectively, in 
1991 to approximately $250.2 million and $7.0 million, respectively, in 1997. 

     The Company distributes a broad line of connectors, switches, wire, 
cable and heat shrinkable tubing and other interconnect, electromechanical 
and passive electronic components used in the assembly and manufacturing of 
electronic equipment.  Richey Electronics currently distributes electronic 
components for more than 100 component manufacturers, of which more than 80 
have franchised the Company for North America by agreeing to supply its 
distribution activities in all of its present and future locations.  
Management believes that the Company represents the broadest line of 
connector manufacturers in its industry, with nine of the ten leading North 
American manufacturers supplying the Company.  The Company is nationally 
franchised by eight of these leading manufacturers. Richey Electronics also 
provides a wide variety of value-added assembly services, which typically 
generate higher gross margins than traditional component distribution.  The 
Company's customers are primarily small- and medium-sized original equipment 
manufacturers ("OEMs") that produce electronic equipment used in a wide 
variety of industries, including the telecommunications, computer, medical, 
transportation and aerospace industries.

     In 1997, the Company continued to make strategic acquisitions.  On 
June 13, 1997, the Company completed the purchase (the "STI Acquisition") of 
all of the issued and outstanding common stock of Simmonds Technologies Inc. 
("STI"), an indirect wholly owned subsidiary of Simmonds Capital Limited 
("Simmonds"). STI is a distributor of interconnect, electromechanical and 
passive electronic components, headquartered in Toronto, Ontario, with 
additional branch locations in the Montreal, Ottawa, Winnipeg, Saskatoon, 
Calgary, Edmonton and Vancouver regions.  In events related to the STI 
Acquisition, the Company also issued to Simmonds a warrant to purchase 
197,044 shares of common stock of the Company at an exercise price of $10.15 
per share.

     The Company's principal executive offices are located at 7441 Lincoln 
Way, Garden Grove, California 92642, and its telephone number is (714) 
898-8288.

INDUSTRY OVERVIEW

     Over the last 30 years, the electronics industry has grown significantly 
as a result of increased demand for products incorporating sophisticated 
electronic components, such as telecommunications and computer equipment. 
This industry growth has been matched by an increase in the number of 
products, component manufacturers and OEMs. 

     The electronics distribution industry has become an increasingly 
important sales channel for the electronics industry because distributors can 
market component manufacturers' products to a broader range of OEMs than 
suppliers could economically serve with their direct sales forces. 
Historically, manufacturers of electronic components have sold directly to 
larger OEMs and relied upon distributors to serve smaller customers. Today, 
distributors have become more of an extension of component manufacturers' 
product delivery channel by providing value-added assembly services and 
technical support to customers, stocking sufficient local inventory to 

                                       1


<PAGE>

ensure timely delivery of components and managing customer credit. 
Distributors also work with OEMs to ensure that component manufacturers' 
products are designed into new products. This is particularly important 
because product innovations in the electronics industry often come from 
smaller, entrepreneurial companies.

     As component manufacturers have increasingly focused their direct sales 
efforts on the largest OEMs, and less on smaller customers, the distribution 
segment has increased its share of the total United States connector market 
from an estimated 22% in 1980 to an estimated 35% in 1996, according to the 
July 21, 1997 edition of ELECTRONIC BUYERS' NEWS.  The Company estimates that 
approximately one-half of all electronic components are purchased by the top 
100 customers who purchase many of their components directly from component 
manufacturers. Approximately 100,000 other OEMs purchase products from both 
distributors and manufacturers, with smaller customers purchasing a greater 
proportion of their products from distributors. 

     MARKET SIZE.  According to the December 1, 1997 edition of ELECTRONIC 
NEWS, the electronics distribution industry recorded approximately $22 
billion in sales in 1997. Of these sales, the September 22, 1997 issue of 
ELECTRONIC BUYERS' NEWS estimates that approximately $15 billion consisted of 
sales of semiconductors and computer related peripherals, which management 
believes are generally characterized by lower margins and are not sold by the 
Company. The remaining $7 billion consisted of sales of interconnect 
(connectors, sockets), electromechanical (relays, switches) and passive 
(resistors, capacitors) components, which are marketed by the Company. The 
Company does not intend to directly compete in the semiconductor or computer 
peripheral markets of the electronics distribution industry. 

     TRENDS.  Consolidation is one of the most significant trends affecting 
the electronic component distribution industry. Of the 25 largest electronics 
distributors in 1985, only nine remain independent today. The factors driving 
consolidation among electronic component distributors include the desire of 
manufacturers to sell through fewer distributors, the need for distributors 
to increase operating leverage and the desire of OEMs to satisfy component 
requirements with fewer vendors. Mergers and acquisitions over the last ten 
years have created a number of very large distribution companies that have 
increasingly focused on their larger customers and on expanding international 
operations. As a result of this large customer focus, regional and specialty 
distributors such as the Company have gained market share among small-and 
medium-sized OEMs. These smaller customers often require value-added assembly 
services, detailed technical information about available products, assistance 
in coordinating product design and engineering with materials resource 
planning, fast response to inventory availability inquiries, dependable 
on-time deliveries and other services. 

     In addition to the consolidation of distributors, manufacturers are 
limiting the number of distributors through which they market their products 
in an effort to improve operating efficiency. Regional distributors must 
therefore demonstrate strong local market positions and client relationships 
when competing to obtain or retain top manufacturer franchises. Many of these 
distributors have made substantial efforts to expand local market share by 
emphasizing customer services, such as value-added assembly, just-in-time 
inventory management, automatic replenishment and in-plant stores. 

     Another key trend is the outsourcing of assembly services, which allows 
OEMs to enhance profitability by concentrating resources on product design, 
marketing and other core aspects of their business. By serving a number of 
customers, distributors can often produce subassemblies more efficiently than 
many small- and medium-sized OEMs.  The August 1997 edition of ELECTRONIC 
BUSINESS TODAY estimates that contract manufacturing is now a $76 billion 
industry growing to an estimated $130 billion in the year 2000.

DISTRIBUTION AND SERVICES

     The Company distributes interconnect, electromechanical and passive 
electronic components used in the assembly and manufacturing of electronic 
equipment.  It also provides a wide variety of value-added assembly services, 
which typically generate higher gross margins than traditional component 
distribution. These value-added assembly services consist of (i) component 
assembly, which is the assembly of components to manufacturer specifications 
and (ii) contract assembly, which is the assembly of cable assemblies, 
battery packs and mechanical assemblies to customer specifications. The 
Company's value- added assembly services respond to an industry trend toward 
outsourcing in which purchasing, manufacturing and distribution functions are 
allocated 

                                       2

<PAGE>

to the most efficient provider.  The Company believes that outsourcing 
represents a significant opportunity to expand sales, margins and operating 
profits. 

     COMPONENT DISTRIBUTION.  The distribution of interconnect, 
electromechanical and passive electronic components accounted for 
approximately 68.6% of the Company's net sales in 1997 compared with 
approximately 76.5% of net sales in 1994, 71.0% of net sales in 1995, and 
70.4% of net sales in 1996. These products include connectors, wire, cable, 
relays, switches, motors, batteries, power supplies, resistors, capacitors, 
transformers, heat shrinkable tubing and potentiometers.  The Company sources 
its products from such leading suppliers as 3M, AMP "ACES", Bentley-Harris, 
Berg Electronics, C&K, Dale/Vishay, Delta, Deutsch, Eaton, Framatome,  KEMET, 
Kings, Microswitch/Honeywell, Molex, Panasonic, Panduit, Raychem Electronics, 
Raychem PolySwitch, Samtec and Wieland.

     VALUE-ADDED ASSEMBLY SERVICES.  The electronics industry's trend toward 
the use of outside vendors to provide value-added assembly services 
represents a growth opportunity for the Company. Outsourcing offers OEMs the 
opportunity to invest financial resources in areas with higher returns, such 
as engineering and marketing. Additionally, the capital investment required 
to stay current in manufacturing technologies is beyond the financial 
capability of many smaller OEMs. By servicing a large number of such 
customers, the Company spreads such costs over a larger business base. 
Moreover, by integrating assembly services with extensive inventories, the 
Company is able to eliminate a large amount of shipping, handling and 
receiving costs from the process. For many OEMs, the Company is able to offer 
assembly services at a lower cost to the customer while producing higher 
margins for itself. The Company currently builds a variety of component 
assemblies to customer or manufacturer specifications, including cable, 
battery pack, switch and mechanical assemblies, wire harnesses, fan and motor 
assemblies, and provides engraving and molding services. With the acquisition 
of Deanco, Richey obtained the capability to encase its cable and harness 
assemblies in heat shrinkable tubing, which was a significant portion of 
Deanco's value-added assembly business. The Company has increased its 
emphasis on higher-margin, value-added assembly services, which grew from 
$21.2 million, or 23.5% of sales, in 1994 to $33.0 million, or 29.0% of 
sales, in 1995, to $66.9 million, or 29.6% of sales, in 1996, and to $78.7 
million, or 31.4% of sales, in 1997. 

     The Company currently provides value-added assembly services primarily 
from its Los Angeles, California, Boston, Massachusetts and Portland, Oregon 
facilities, having an aggregate of approximately 125,000 square feet dedicated 
to value-added assembly services.  In addition, the Company also provides 
value-added assembly services from its San Diego and Santa Clara, California 
facilities, its Dallas, Texas facility and its Gaithersburg, Maryland 
facility.  

SALES AND MARKETING

     The Company provides its customers with a wide range of products from a 
large number of electronic component manufacturers.  The Company believes 
that it has developed valuable long-term customer relationships and an 
in-depth understanding of its customers' needs and purchasing patterns. 
Richey Electronics serves a broad range of customers in a wide variety of 
industries, including the telecommunications, computer, medical, 
transportation and aerospace industries.  In 1997, Richey Electronics 
distributed electronic components to more than 20,000 customers, none of 
which represented more than 2% of net sales of the Company.

     The Company's sales representatives are trained to identify their 
customers' electronic component requirements and to actively market the 
Company's entire product line to satisfy these needs. During the design 
process, sales representatives meet with the customers' engineers and 
designers to discuss their component needs and any design or procurement 
problems. The sales representatives suggest components that meet performance 
criteria, are cost effective and focus on specific problems. Through this 
approach, components carried by the Company are often incorporated into final 
product specifications. 

                                       3

<PAGE>

     The Company had over 300 sales representatives as of December 31, 1997.  
Sales representatives are compensated primarily by commission based on the 
gross profits obtained on their sales. The Company now has sales offices in 
28 locations throughout North America.

     The Company's local sales efforts are supported by central marketing 
groups, located in Garden Grove, California, in Boston, Massachusetts and in 
Toronto, Ontario, which are responsible for identifying new suppliers and 
developing supplier relations, coordinating national advertising, negotiating 
supplier agreements and promoting new and existing product lines within the 
Company. 

OPERATIONS

     DISTRIBUTION.  The principal focus of the Company's distribution 
business is to provide OEM customers with rapid and reliable deliveries of 
electronic components and a wide variety of related value-added assembly 
services. The Company utilizes a computerized system of inventory control to 
assist in marketing its products and to coordinate purchases from 
manufacturers. Each United States sales office and warehouse, as well as 
management, are linked through the Company's computer system, providing 
detailed on-line information regarding the price and availability of the 
Company's entire stock of inventory, as well as on-line access to the 
inventories of several of the Company's major suppliers. The Company also 
offers its customers a number of operational services, including just-in-time 
delivery and electronic data interchange programs. 

     After product price and availability are established, the Company's 
system automatically places an order for shipment, or allocates inventory to 
the assembly operations, if so required. The system then instructs warehouse 
personnel to pull products for shipment and, via its locator system, informs 
them as to the location of the inventory. In order to optimize use of 
available warehouse space, the Company uses a random-access, multi-bin system 
whereby inventory is stored in the first available space. 

     If the order is scheduled for delivery over an extended period of time 
or requires inventory purchases to fulfill all or part of the customer's 
requirements, the system will inform the product management team, via a buy 
action report, that action must be taken. The product manager makes the 
appropriate buying decision which is forwarded, in most cases, by electronic 
purchase order to component manufacturers. 

     The Company anticipates that the computer system of STI will be 
converted to the Company's main system during the second quarter of 1998 and 
allow better coordination of United States and Canadian marketing, inventory 
and sales efforts.

     At year end, approximately 51% of the Company's inventory was located in 
Los Angeles, 16% in Boston, 17% in Santa Clara, California and 5% in Toronto, 
Ontario. The Company constantly reviews inventories in an effort to maximize 
inventory turnover and customer service. The Company believes its turnover 
ratio (4.2x for 1997) compares favorably with those achieved by competitors 
for similar interconnect, electromechanical and passive component 
inventories. 

     VALUE-ADDED ASSEMBLY SERVICES.  The Company offers a wide variety of 
value-added assembly services,  including component assemblies, cable and 
harness assemblies, battery packs, heat shrinkable tubing and mechanical 
assemblies.  After a customer's assembly order is taken, the inventory 
requirements are automatically routed, via the computer system, to the 
warehouse and assembly facilities.  The system tracks the order through the 
entire assembly process, including final inspection and shipment to the 
customer.  The Company conducts stringent quality control tests in-line 
during assembly, and also conducts physical, mechanical and electrical tests 
at the conclusion of the assembly process.  A Company-wide emphasis on 
quality is evidenced by the certification of all major United States 
facilities to the ISO 9002 standard.

                                       4

<PAGE>

COMPONENT MANUFACTURERS

     Management believes that the Company has one of the strongest product 
offerings, or line cards, in the markets it serves.  The Company has 
non-exclusive franchise (distribution) agreements with more than 100 
component manufacturers, of which more than 80 have franchised the Company in 
North America by agreeing to supply its distribution activities in all of its 
present and future locations.  The Company now represents nine of the ten 
leading North American connector manufacturers and has national franchises 
from eight of these manufacturers.  The Company is the largest electronic 
components distributor for many major national manufacturers, including 
Deutsch, Raychem and Samtec.

     For the year ended December 31, 1997, the Company's top five suppliers 
accounted for approximately 38% of net sales.  The Company's largest supplier 
is Raychem, which accounted for approximately 14% of the Company's net 
sales in 1997.

     The Company generally purchases products from manufacturers pursuant to 
franchise agreements. Being an authorized distributor is a valuable 
marketing tool for the Company because customers receive warranty benefits 
and support from the component manufacturer when they purchase products from 
Richey Electronics. As an authorized distributor, the Company provides 
customers a benefit from the marketing and engineering support available from 
the Company's manufacturers, who assist the Company in closing sales and 
attracting new customers. 

     Most of the Company's franchise agreements are cancelable by either 
party, typically upon 30 to 60 days' notice. These agreements generally 
provide for price protection, stock rotation privileges and the right to 
return certain inventory if the agreement is canceled. Price protection is 
usually in the form of a credit to the distributor at the time of sale by the 
distributor for inventory for which the manufacturer has reduced its prices. 
Stock rotation privileges typically allow the Company to exchange inventory 
in an amount up to 5% of a prior period's purchases. Upon termination of a 
franchise agreement, the right of return generally requires the manufacturer 
to repurchase the Company's inventory at the Company's adjusted purchase 
price. If the Company terminates the franchise agreement, there is usually a 
10% to 15% restocking charge. The Company believes that the provisions of 
these franchise agreements should generally reduce the Company's exposure to 
significant inventory losses, although there can be no assurance that the 
Company will not experience significant inventory losses as a result of such 
potential terminations or otherwise.

COMPETITION

     The electronics distribution industry is highly competitive, primarily 
with respect to price and product availability. The Company believes that 
breadth of product line, level of technical expertise and quality of service 
are also particularly important to small- and medium-sized OEMs. The Company 
competes with large national distributors, as well as regional and specialty 
distributors, many of whom distribute the same or competitive products. Many 
of the Company's competitors have significantly greater assets, greater 
financial and personnel resources and larger investments in technology and 
infrastructure than the Company. 

     In 1997, total North American sales in the electronic components 
distribution industry (including semiconductors and computer related 
peripherals) were approximately $22 billion, of which the top 25 distributors 
had sales of approximately $19 billion.  The Company ranked in 1997 as the 
sixteenth largest distributor of electronic components in the United States, 
based on information presented in the December 1, 1997 edition of ELECTRONIC 
NEWS.  According to information presented in the April 17, 1997 edition of 
PURCHASING MAGAZINE the Company in its market niche of interconnect, 
electromechanical and passive components ranked in 1996 as the third largest 
distributor of interconnect devices in the United States and as the eleventh 
largest distributor of electromechanical/passive components in the United 
States. 

CANADIAN OPERATIONS

     On June 13, 1997, the Company acquired all of the issued and outstanding 
common stock of STI, a Canadian distributor of interconnect, 
electromechanical and passive electronic components.  The Company 

                                       5

<PAGE>

subsequently changed STI's name to Richey Electronics Limited.  As a result 
of the acquisition, the Company had foreign sales in Canada of $12,771,000 
subsequent to June 13, 1997, as compared with full year United States sales 
of $237,465,000.  The Canadian sales represented 5.1% of total sales for the 
year.  The Canadian operations resulted in an operating loss for such period 
of $221,000, compared with full year United States operating income of 
$15,676,000.  Identifiable assets attributable to the Canadian operations and 
United States operations at December 31, 1997 were $17.2 million and $133.7 
million, respectively.  The Company did not have significant foreign sales 
prior to the STI Acquisition.

EMPLOYEES

     The Company had approximately 1,300 employees as of December 31, 1997 of 
which approximately 125 were employed in Canada. Approximately 125 of the 
Company's employees are corporate personnel involved in product management, 
finance, quality control or senior management.  Another approximately 120 
employees work in the Company's Los Angeles, Boston, Santa Clara, Toronto and 
branch warehouses; approximately 385 persons are employed in branch sales and 
marketing efforts and approximately 670 persons are employed on a full-time 
or on-call basis in value-added assembly services.  There are no collective 
bargaining contracts covering any of the Company's employees. The Company 
believes its relationship with its employees is good. 

BACKLOG

     The Company believes that order backlog (confirmed orders from customers 
for shipment within the next 12 months) generally averages two to three 
months' sales in the electronics distribution industry.  Order backlog at 
December 31, 1997 was $70.6 million, up from $53.8 million at December 31, 
1996. The backlog at December 31, 1997 included $7.6 million from Canadian 
operations acquired in the STI Acquisition in 1997.  Order backlog is not 
necessarily indicative of future sales for any particular period.  Orders 
constituting the Company's backlog are subject to delivery rescheduling, 
price negotiations and cancellation at the option of the buyer without 
significant penalty. 

ENVIRONMENTAL PROTECTION

     The nature of the Company's operations do not present any significant 
risks to the environment.  Therefore, no material capital expenditures were 
or are expected to be required for environmental protection.

ITEM 2.   PROPERTIES

     The Company leases all facilities used in its business. The following 
table summarizes the principal properties occupied by the Company: 

<TABLE>
<CAPTION>
                                                               EXPIRATION DATE
                 LOCATION                   SQUARE FOOTAGE        OF LEASE
                 --------                   --------------     ---------------

     <S>                                          <C>               <C>   
     ADMINISTRATIVE AND SALES OFFICE:

       Garden Grove, California...............    42,500              2001

     WAREHOUSING, ASSEMBLY AND SALES:
                                                  
        Boston, Massachusetts.................    60,000              2004
        Dallas, Texas.........................    15,300              2001
        Gaithersburg, Maryland................    13,000            1999-2001
        Los Angeles, California...............    55,000              2000
        Los Angeles, California...............    20,000              2000
        Portland, Oregon......................    30,000              2001
        Santa Clara, California...............    42,200              2002
        Toronto, Ontario......................    67,100              2010
</TABLE>
                                       6

<PAGE>

      The Company also leases United States sales offices in Arizona, 
California, Colorado, Connecticut, Florida, Georgia, Illinois, Kansas, 
Maryland, Minnesota, Missouri, New Jersey, New York and Washington, and 
Canadian sales offices in Alberta, British Columbia, Manitoba, Saskatchewan, 
Ontario and Quebec, which range in size from 600 to 8,000 square feet. 
 
     The Company believes its facilities are suitable for their uses and are, 
in general, adequate for the Company's current needs. The Company believes 
that lease extensions or replacement space may be obtained for all of its 
leased facilities upon the expiration of the current lease terms, in most 
cases at rates which are not materially higher than those currently in 
effect. 

ITEM 3.   LEGAL PROCEEDINGS

     The Company is subject to legal proceedings and litigation arising in 
the ordinary course of business. In the opinion of management, the results of 
these legal proceedings will not have a material adverse effect on the 
Company's financial statements.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not Applicable.

                              PART II.

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY 
          AND RELATED STOCKHOLDER MATTERS

     The Company's Common Stock is being traded on Nasdaq under the symbol
"RCHY."

     The following table sets forth, for the periods indicated, the high and 
low sales prices of the Company's Common Stock as reported by Nasdaq.

<TABLE>
<CAPTION>

                                                    STOCK PRICE 
                                                 ------------------
                                                 HIGH         LOW
                                                 ------------------
 <S>                                             <C>        <C>
 CALENDAR YEAR 1996:
    First quarter............................... $13 1/4    $ 9 1/2
    Second quarter..............................  16         10 3/8
    Third quarter...............................  13 1/4      7 1/4
    Fourth quarter..............................  12          8 1/4
 
 CALENDAR YEAR 1997:
    First quarter............................... $14 1/8    $10 3/8
    Second quarter..............................  11 3/8      5 3/4
    Third quarter...............................  11 1/8      6 3/4
    Fourth quarter..............................  10 3/8      8 
 
 CALENDAR YEAR 1998:
    First quarter (through March 20, 1998)...... $10 1/2    $ 8
</TABLE>

     On March 20, 1998, there were approximately 1,392 holders of record 
of the Company's Common Stock. 

                                       7

<PAGE>

DIVIDEND POLICY

     The Company has never declared or paid cash dividends on its Common 
Stock. The Company intends to retain earnings for working capital to support 
growth, to reduce outstanding indebtedness and for general corporate 
purposes. In addition, the Company's revolving line of credit contains 
provisions that prohibit the Company from paying cash dividends on its Common 
Stock. Accordingly, the Company does not expect to pay any dividends on its 
Common Stock in the foreseeable future. See "Management's Discussion and 
Analysis of Financial Condition and Results of Operations" and Note 4 of 
Notes to Consolidated Financial Statements.  

CONVERTIBLE SUBORDINATED NOTES

     On February 26, 1996 and March 22, 1996, the Company sold to Jefferies & 
Company, Inc. and Cruttenden Roth Incorporated (the "Initial Purchasers") 
$55,755,000 aggregate principal amount of 7% Convertible Subordinated Notes 
due 2006.  The Notes were sold to the Initial Purchasers in a private 
placement pursuant to the exemption from registration provided by Section 
4(2) of the Securities Act of 1933, as amended (the "Act").  In connection 
with the purchase of the Notes, each of the Initial Purchasers represented to 
the Company that it is an accredited investor as defined in Regulation D 
under the Act and agreed to comply with other applicable requirements 
necessary to make such exemption available.  The Notes were sold to the 
Initial Purchasers for cash at a purchase price of 96.5% of the principal 
amount thereof.  The Notes are convertible into shares of the Company's 
Common Stock at a conversion price of $14.125 per share (subject to 
adjustment in certain events).  The Company maintains an effective shelf 
registration statement with the Commission to register resales of the Notes 
and the Common Stock issuable upon conversion.  

ISSUANCE OF WARRANT

     On June 13, 1997, in events related to the STI Acquisition, the Company 
issued to STI a warrant to purchase 197,044 shares of common stock of the 
Company at an exercise price of $10.15 per share (subject to adjustment in 
certain events) and STI transferred this warrant to Simmonds.  The expiration 
date of this warrant is March 31, 2002.  This warrant was issued in a private 
placement pursuant to the exemption from registration provided by Section 
4(2) of the Act.  In connection with the issuance of this warrant, STI 
represented to the Company that it is an accredited investor as defined in 
Regulation D under the Act and agreed to comply with other applicable 
requirements necessary to make such exemption available.  

SHARE REPURCHASE PROGRAM

     The Company's Board of Directors has authorized the repurchase of up to 
500,000 shares of the Company's common stock. The purchases, if any, would 
take place from time to time in the open market, depending on general 
economic and market conditions. No shares of common stock have yet been 
repurchased.

                                       8

<PAGE>

     SELECTED FINANCIAL DATA

     The following table summarizes certain selected financial data of the 
Company and should be read in conjunction with and is qualified by 
"Management's Discussion and Analysis of Financial Condition and Results of 
Operations" and the Company's Consolidated Financial Statements, Notes to 
Consolidated Financial Statements and other financial information included 
herein. All of the financial information is derived from consolidated 
financial statements that have been audited by McGladrey & Pullen, LLP, 
independent auditors.

<TABLE>
<CAPTION>

                                                                                  YEARS ENDED (1)
                                                  -------------------------------------------------------------------------------
                                                  DECEMBER 31,     DECEMBER 31,     DECEMBER 31,    DECEMBER 31,     DECEMBER 31,
                                                    1993              1994             1995             1996             1997 
                                                  -----------      -----------      -----------     -----------      ----------- 
                                                                 (IN THOUSANDS, EXCEPT PER SHARE AND OTHER DATA)                 
 <S>                                                <C>             <C>              <C>              <C>              <C>        
 OPERATIONS STATEMENT DATA:
   Net sales...................................     $64,995          $90,266         $117,057         $226,215         $250,236
   Cost of goods sold..........................      48,741           68,176           89,080          168,664          189,647
                                                     ------           ------           ------          -------         --------
   Gross profit................................      16,254           22,090           27,977           57,551           60,589
   Selling, warehouse                                      
     general and administrative 
     and amortization..........................      13,889           17,318           20,874           41,070           45,134
  Acquisition-related
    restructuring costs (2)....................        -                -               1,450             -                -
                                                    -------          -------         --------          -------         --------


   Operating income............................       2,365            4,772            5,653           16,481           15,455
   Interest expense............................       1,198            1,606              867            5,569            6,041
   Income tax expense (3)......................         460            1,273            1,918            4,376            2,462


 Net income....................................    $    707           $1,893         $  2,868         $  6,536         $  6,952
                                                   --------          -------         --------         --------         --------
                                                   --------          -------         --------         --------         --------
 Earnings per common share (4)
 Basic.........................................    $   0.14           $ 0.32         $   0.36         $   0.72            $0.77
                                                   --------           ------         --------         --------         --------
                                                   --------           ------         --------         --------         --------
 Diluted.......................................        0.14             0.32             0.36             0.70             0.73
                                                   --------           ------         --------         --------         --------
                                                   --------           ------         --------         --------         --------
                                                                                                              
 Weighted average number of shares
 outstanding (4)
 Basic.........................................       5,085            5,889            8,036            9,060            9,065
 Diluted.......................................       5,085            5,889            8,036           12,376           13,012

 OTHER FINANCIAL DATA:
 EBITDA (5)....................................    $  3,362         $  5,537         $  6,565(6)      $ 19,581        $  18,962
 EBITDA margin (5).............................         5.2%             6.1%             5.6%(6)          8.7%             7.6%
 Depreciation and amortization.................         997              765              912            3,100            3,507
 Inventory turnover ratio (7)..................         4.4x             4.9x             5.0x             4.4x             4.2x
 Days sales outstanding in accounts
   receivable (7)..............................          43               42               42               44               45

                                                  DECEMBER 31,     DECEMBER 31,     DECEMBER 31,    DECEMBER 31,     DECEMBER 31,
                                                     1993             1994            1995             1996             1997
                                                  -----------      -----------      -----------     -----------      ----------- 
 BALANCE SHEET DATA:
 Working capital..............................     $ 6,888          $ 5,317          $ 34,076         $ 43,033        $  45,565
 Total assets.................................      30,918           35,013           118,941          124,761          150,870
 Short-term debt..............................       6,995           10,443               835            4,012           14,278
 Long-term debt...............................       8,151            3,594            61,652           65,205           67,854
 Stockholders' equity.........................       6,898            8,785            27,392           33,953           41,439
</TABLE>

                                       9

<PAGE>

     Footnotes to Selected Financial Data 

(1)  In the period from 1993 through 1997, the following transactions were 
     completed.  On April 6, 1993, RicheyImpact Electronics, Inc. 
     ("RicheyImpact") merged with Brajdas Corporation, a California 
     corporation ("Brajdas"), with Brajdas as the surviving legal entity (the 
     "Richey-Brajdas Merger").  Brajdas subsequently changed its name to 
     Richey Electronics, Inc. and reincorporated in Delaware.  The 
     Richey-Brajdas Merger was recorded as a reverse purchase acquisition 
     with RicheyImpact as the accounting acquirer.  Thereafter, Richey 
     Electronics acquired the businesses of the following companies on the 
     following dates:  the In-Stock products division of Anchor Group, Inc. 
     ("In-Stock") on April 4, 1994, Inland Empire Interconnects ("IEI") on 
     August 16, 1995, Deanco, Inc. ("Deanco") on December 20, 1995, MS 
     Electronics on March 19, 1996, Summit Distributors on December 5, 1996 
     and Simmonds Technologies Inc. ("STI") on June 13, 1997.  See Note 2 of 
     Notes to Consolidated Financial Statements for pro forma information with 
     respect to acquisitions.  Unless otherwise indicated, the information in 
     the above table of Selected Financial Data excludes the results of 
     operations of Brajdas prior to the Richey-Brajdas Merger and excludes the
     results of operations of each such business acquired in the period from 
     1994 through 1997 prior to the date on which it was acquired.

(2)  Consists of restructuring costs associated with the consolidation of the 
     operations of Deanco into the Company, including the Company's closure 
     of certain of its facilities and other costs associated with the 
     consolidation.

(3)  The Company has net operating loss carryforwards which reduce its cash 
     tax payments.  See Note 8 of Notes to Consolidated Financial Statements.

(4)  The Richey-Brajdas Merger was accounted for as a reverse purchase 
     acquisition with RicheyImpact being the accounting acquirer. Per share 
     data for all periods from January 1, 1993 through April 6, 1993, the 
     date of the Richey-Brajdas Merger, are based upon the weighted average 
     number of shares of Brajdas indirectly acquired by the former 
     stockholders of RicheyImpact. 

(5)  EBITDA consists of earnings before interest, income taxes, depreciation 
     and amortization. The Company has included EBITDA data (which is not a 
     measure of financial performance under generally accepted accounting 
     principles) because it understands such data is used by certain 
     investors. EBITDA margin represents EBITDA as a percentage of net sales. 
     Because of the significant amortization of intangible assets and 
     non-cash income tax expense incurred as a result of the Company's NOLs, 
     the Company believes that EBITDA may be a meaningful measure of its 
     financial performance. See "Management's Discussion and Analysis of 
     Financial Condition and Results of Operations - Deferred Tax Assets." 

(6)  Excluding the restructuring reserve of approximately $1.4 million, which 
     is an operating expense, EBITDA would have been approximately $8.0 
     million and EBITDA margin would have been 6.8% for the year ended 
     December 31, 1995. 

(7)  Inventory turnover ratio and days sales outstanding in accounts 
     receivable calculations are based upon Richey Electronics' annualized 
     sales and cost of sales for the fourth quarter and accounts receivable 
     and inventory balances at year-end.  The calculation for the year ended 
     December 31, 1995 excludes the effect of the acquisition of Deanco. 

                                      10

<PAGE>

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

GENERAL 

     Richey Electronics is a leading specialty distributor of interconnect, 
electromechanical  and passive electronic components and a provider of 
related value-added assembly services to more than 20,000 customers in North 
America. The Company distributes a broad line of connectors, switches, wire, 
cable and heat shrinkable tubing and other interconnect, electromechanical 
and passive electronic components used in the assembly and manufacturing of 
electronic equipment. Richey Electronics also provides a wide variety of 
value-added assembly services, which typically generate higher gross margins 
than traditional component distribution. These value-added assembly services 
consist of (i) component assembly, which is the assembly of components to 
manufacturer specifications and (ii) contract assembly, which is the assembly 
of cable assemblies, battery packs and mechanical assemblies to customer 
specifications. The Company's customers are primarily small- and medium-sized 
OEMs. The Company intends to capitalize on a trend toward outsourcing by 
increasing sales of value-added assembly services. These sales increased from 
$21.2 million, or 23.5% of sales, in 1994 to $33.0 million, or 29.0% of 
sales, in 1995, to $66.9 million, or 29.6% of sales, in 1996 and to $78.7 
million, or 31.4% of sales, in 1997.

      In the period from 1994 through 1997, the Company continued to grow 
through strategic acquisitions of businesses with operations similar to those 
of the Company.  On April 4, 1994, the Company completed the acquisition of 
the assets and business of In-Stock for $1.9 million in cash, funded by its 
revolving line of credit.  On August 16, 1995, the Company completed the 
acquisition of the assets and business of IEI for $1.2 million in cash, 
funded by its revolving line of credit.  On December 20, 1995, the Company 
acquired Deanco, through the acquisition of the stock of Deanco's parent, 
Electrical Distribution Acquisition Company ("EDAC"), for consideration 
comprised of an aggregate stock purchase price of approximately $34.1 million 
in cash, the redemption of EDAC stockholder notes of approximately $6.6 
million and the assumption of Deanco debt of approximately $19.3 million.  
The Company funded the purchase consideration for the acquisition of Deanco 
by its revolving line of credit and a term loan from its senior lender.  On 
March 16, 1996, the Company acquired certain assets and the business of MS 
Electronics for the purchase price of approximately $2.5 million in cash, 
funded by its revolving line of credit, and the assumption of MS Electronics' 
debt of approximately $500,000.  On December 5, 1996, the Company acquired 
the inventory, accounts receivable and fixed and intangible assets of Summit 
Distributors, including the right to use its name, in a private sale from its 
commercial lender in Buffalo, New York.  The Company did not assume any 
liabilities of Summit Distributors in the transaction.  The purchase price 
and related transaction costs for the Summit Distributors acquisition were 
$1.1 million and were paid in cash, funded by the Company's revolving line of 
credit. On June 13, 1997, the Company acquired the stock of STI for a 
purchase price of $1.  In events related to the STI Acquisition, the Company 
also issued to Simmonds a warrant to purchase 197,044 shares of common stock 
of the Company at an exercise price of $10.15 per share.  In addition, 
through STI, the Company contributed approximately $1.1 million toward the 
future settlement of certain of STI's long-term capital lease obligations and 
facility leases to be retained by Simmonds.  The Company also agreed to 
transfer to Simmonds $3.4 million of STI non-core inventories which the 
Company believes it will not be able to use in its operations.  Simmonds also 
received a right to a future payment due March 31, 2002 from STI based upon a 
percentage of STI's operating  earnings as defined by agreement between the 
parities.  Under the terms of the transaction, the Company refinanced STI's 
bank indebtedness of approximately $5.7 million. The Company funded the STI 
bank debt refinancing and the contribution toward settlement of the long-term 
obligations by drawing upon the Company's revolving line of credit.  All of 
the acquisitions in the period from 1994 through 1997 were accounted for as 
purchase business combinations with the operations of the acquired business 
included subsequent to the acquisition date.  See Note 2 of Notes to 
Consolidated Financial Statements for pro forma information with respect to 
acquisitions.

     The Company will seek to make additional strategic acquisitions in 
connection with the ongoing consolidation occurring in the electronics 
distribution industry.

                                       11

<PAGE>

CONSOLIDATED RESULTS OF OPERATIONS

     The following table sets forth certain items in the statements of
operations as a percentage of net sales for the periods shown. 
<TABLE>
<CAPTION>

                                                          YEARS ENDED DECEMBER 31,
                                                      -----------------------------
                                                          1995       1996     1997
                                                          ----       ----     ----
    
     <S>                                                  <C>       <C>      <C>
     Net sales.....................................       100.0%    100.0%   100.0%
     Cost of goods sold............................        76.1      74.6     75.8
                                                          -----     -----    -----

     Gross profit..................................        23.9      25.4     24.2
     Selling, warehouse, general and 
       administrative..............................        17.4      17.5     17.4
     Amortization of intangibles...................         0.4       0.6      0.6
     Acquisition-related restructuring costs.......         1.2         -        -
                                                           ----      ----     ----

     Operating income..............................         4.9       7.3      6.2
     Interest expense..............................         0.7       2.5      2.4
                                                           ----      ----     ----

     Income before income taxes....................         4.1       4.8      3.8
     Income tax expense............................         1.6       1.9      1.0
                                                           ----      ----     ----

     Net income....................................         2.5%      2.9%    2.8%
                                                           ----      ----     ----
                                                           ----      ----     ----
</TABLE>


YEAR ENDED DECEMBER 31, 1997 AS COMPARED WITH YEAR ENDED DECEMBER 31, 1996

     Net sales rose to $250.2 million in 1997 from $226.2 in 1996, an 
increase of $24.0 million, or 10.6%.  Net sales for 1997 included $12.8 
million of post-acquisition STI sales.  The balance of the increase in net 
sales was due primarily to internal growth as a result of the continuing 
recovery in the electronics distribution industry.  Net sales of electronic 
components rose to $171.5 million in 1997 from $159.3 million in 1996, an 
increase of 7.7%.  This increase in component sales is primarily the result 
of the acquisition of STI which sells mostly electronic components.  Net 
sales of value-added assembly services rose to $78.7 million in 1997 from 
$66.9 million in 1996, an increase of 17.6%.  This increase for value-added 
services is primarily the result of the continuing trend by OEM's to 
outsource assembly operations.  Pro forma for the acquisition of STI, net 
sales for 1996 would have been $256.9 million, compared with net sales of 
$261.5 million for 1997.  See Note 2 of Notes to Consolidated Financial 
Statements.

     Gross profit was $60.6 million in 1997 compared with gross profit of 
$57.6 million in 1996.  The 1997 gross profit included approximately $3.1 
million of gross profit from STI operations after acquisition by the Company. 
 Gross profit as a percentage of net sales was 24.2% for 1997 as compared to 
25.4% for 1996.  Of this 1.2% decrease in gross profit percentage, 
approximately one-half was due to customer orders returning to more normal 
patterns compared to the high turns, high margin business experienced in 1996 
and approximately one-half was due to management's decision to take 
additional reserves for inventory obsolescence.

     Operating expenses in 1997 were $45.1 million compared to $41.1 million 
in 1996, an increase of 9.7%.  Operating expenses as a percentage of net 
sales were 18.0% for 1997 compared with 18.1% for 1996.  Without the mid-1997 
acquisition of STI, which had historically higher operating expenses to sales 
ratios, the Company would have had operating expenses (including 
amortization) of $41.8 million which would have represented 17.6% of United 
States net sales compared to 18.1% for 1996. This decline in operating 
expenses percentage was generated by operating leverage on increased sales in 
1997.

     Interest expense was $6.0 million for 1997 compared with $5.6 million 
for 1996.  The increase in interest expense was primarily due to increased 
borrowings to finance acquisitions.

                                       12

<PAGE>

     The Company's provision for federal and state income tax expense 
decreased to $2.5 million for 1997 compared with $4.4 million for 1996.  This 
decrease was due primarily to the Company's elimination of the remaining 
valuation allowance that the Company had reserved against its acquired United 
States net operating losses.  As a result of the elimination of this 
valuation allowance, the Company expects its effective income tax rate will 
increase to 41% in 1998.  As of December 31, 1997, the Company had 
approximately $8.8 million in United States federal net operating loss 
carryforwards available to reduce future cash tax payments.  For the period 
ended December 31, 1997, cash tax payments were reduced approximately $1.7 
million for the utilization of these United States NOLs. See "Deferred Tax 
Assets" and Note 8 of Notes to Consolidated Financial Statements.

YEAR ENDED DECEMBER 31, 1996 AS COMPARED WITH YEAR ENDED DECEMBER 31, 1995

     Net sales rose to $226.2 million in 1996, an increase of $109.1 million, 
or 93.2%, over 1995 net sales of $117.1 million which included approximately 
$3.5 million of post-acquisition Deanco sales.  Net sales of electronic 
components rose to $159.3 million in 1996 from $80.6 million in 1995 
(excluding Deanco sales), an increase of 97.6%.  This increase in component 
sales is primarily the result of the acquisition of Deanco.  Net sales of 
value-added assembly services rose to $66.9 million in 1996 from $33.0 
million in 1995 (excluding Deanco sales), an increase of 102.7%.  This 
increase for value-added services is primarily the result of the Deanco 
acquisition and increased demand for these services.  Pro forma for the 
acquisition of Deanco, net sales for 1995 would have been $217.0 million, 
compared with net sales of $226.2 million for 1996. 

     Gross profit was $57.6 million in 1996 compared with gross profit of 
$28.0 million in 1995 (including approximately $800,000 of gross profit from 
Deanco's operations after it was acquired by the Company).  Gross profit as a 
percentage of net sales was 25.4% for 1996 as compared to 23.9% for 1995.  
This 1.5% increase in gross profit percentage was due to (i) improved 
value-added gross profit margins, (ii) growth in value-added assembly 
services as a percentage of total sales to approximately 30% in 1996 from 
approximately 29% in 1995, (iii) an increased percentage of component orders 
to be shipped in under 30 days which typically have higher margins than 
orders with longer shipping schedules and (iv) improved electronic component 
margins attributed to certain higher margin product lines acquired with 
Deanco.

     Operating expenses in 1996 were $41.1 million compared to $22.3 million 
in 1995 (including a $1.45 million restructuring charge in the fourth quarter 
of 1995 associated with the acquisition of Deanco), an increase of 84.3%. 
Exclusive of such restructuring charge, operating expenses increased 97% from 
1995 to 1996 primarily due to acquisitions.  Operating expenses as a 
percentage of net sales were 18.1% for 1996 compared with 19.0% for 1995 
after giving effect to such restructuring charge and 17.8% exclusive of such 
restructuring charge.  Exclusive of such restructuring charge, operating 
expenses as a percentage of net sales increased 0.3% from 1995 to 1996, of 
which approximately 0.2% is attributable to the amortization of intangibles 
associated with the acquisition of Deanco.  The 1996 increase in expenses as 
a percentage of sales is also due to the fact that Deanco's expenses as a 
percentage of sales were historically significantly higher than those of the 
Company and during the first part of 1996 the Company realized only a portion 
of the expected cost savings from the integration of Deanco into the Company. 
The operational integration of Deanco and MS Electronics was completed in 
the third quarter of 1996 and contributed to an approximately $2.4 million 
reduction in operating expenses for the third and fourth quarters of 1996 
from the first and second quarters of 1996. 

     Interest expense was $5.6 million for 1996 compared with $867,000 for 
1995. The increase in interest expense was primarily due to increased 
borrowings to finance acquisitions.

     The Company's provision for federal and state income tax expense 
increased to $4.4 million for 1996 compared with $1.9 million for 1995.  This 
increase was proportional to the increase in pre-tax earnings. As of December 
31, 1996, the Company had approximately $13.5 million in federal net 
operating loss carryforwards available to reduce future cash tax payments.  
For the period ended December 31, 1996, cash tax payments were reduced 
approximately $1.7 million for the utilization of these NOLs.

                                       13

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     The Company maintains a $45 million revolving line of credit facility 
(the "Revolving Line of Credit") with Wells Fargo Bank, N.A.  The Company 
used the Revolving Line of Credit to fund the purchase of STI in June, 1997.  
The loan agreement governing the Revolving Line of Credit (the "Loan 
Agreement") limits the Company's ability to create or incur liens on assets, 
to make distributions or investments, to enter into any mergers or make 
additional acquisitions or dispositions of assets and to enter into 
transactions with affiliates. In addition, the Company must comply with 
various financial and other covenants established by the bank.  The Loan 
Agreement also provides the bank with the right to terminate the commitment 
on 30 days' notice if there is a change in control of the Company (generally, 
the acquisition of more than 50% of the Company's capital stock). 

     As of December 31, 1997, the Company had outstanding borrowings under 
the Revolving Line of Credit of approximately $23.6 million and additional 
borrowing capacity of approximately $21.4 million.  The Company believes that 
available borrowings under the Revolving Line of Credit and cash generated by 
operations will be adequate to meet its anticipated funding commitments for 
the remainder of 1998.

     Net cash used in operating activities was $719,000 for 1997 as compared 
with net cash provided by operating activities $4.2 million for 1996 and 
$236,000 for 1995.  The increased use of cash by operating activities in 1997 
over 1996 is primarily the result of increases in trade receivables, 
inventories and deferred taxes which were partially offset by increases in 
net income, accounts payable and accrued expenses.  1997 earnings before 
interest, income taxes, depreciation and amortization (EBITDA) were 
approximately $19.0 million compared with approximately $19.6 million for 
1996.

     Net cash used in investing activities increased to $11.1 million in 1997 
from $9.0 million in 1996 and $3.3 million in 1995. All of the investing 
activities were funded by borrowings under revolving line of credit 
facilities.  In 1997, the Company invested $2.3 million in improvements and 
equipment, primarily for capital expenditures relating to normal investments 
in leasehold improvements, software, furniture, fixtures and equipment.  
Additionally, the Company used $8,866,000 for payment of acquisition and 
restructuring costs consisting of $664,000 for payment of costs occurred in 
connection with acquisitions and $8,202,000 relating to the acquisition of 
STI.  In 1996, the Company invested $1.3 million in improvements and 
equipment, primarily for leasehold improvements and value-added machinery and 
equipment.  An additional $7.7 million was used to pay for acquisition and 
restructuring costs primarily associated with the Deanco, MS Electronics and 
Summit Distributors acquisitions.  In 1995, the Company invested $1.3 million 
in improvements and equipment, primarily for leasehold improvements at its 
principal value-added assembly facility in Los Angeles and its corporate 
headquarters in Garden Grove.  An additional $1.2 million was used for the 
IEI acquisition. The Company anticipates incurring capital expenditures of 
approximately $3.0 million in 1998, all of which will be financed with net 
cash from operating activities and borrowings under its revolving line of 
credit. The Company's actual capital expenditures may vary significantly from 
its current expectations, based on a number of factors, including, but not 
limited to, additional acquisitions, if any. 

     Inventory turnover for the year ended December 31, 1997, was 4.2x 
compared to 4.4x for 1996.  Inventory investments were made in certain 
strategic product lines as a result of opportunities presented to the Company 
by national franchising from major suppliers. In addition, the Company 
experienced significant growth in its military connector business in 1997 
which normally requires investment in inventory with lower turnover than 
other connector lines.

     Days sales outstanding in accounts receivable increased to 45 days for 
1997 from 44 days for 1996.  This increase is the result of the acquisition 
of STI which historically had higher days sales outstanding than those of the 
Company.

DEFERRED TAX ASSETS

     As of December 31, 1997, the Company had approximately $8.8 million in 
United States net operating loss carryforwards, which expire between 2006 and 
2008. The United States NOLs resulted from Brajdas losses prior to the 
Richey-Brajdas Merger.  As of the same date, the Company had approximately 
$7.9 million in 

                                       14

<PAGE>

Canadian net operating loss carryforwards, which will expire in 2003 and 
2004.  The Canadian NOLs primarily resulted from STI losses prior to the STI 
Acquisition.

     Section 382 of the Internal Revenue Code of 1986, as amended, and 
related regulations impose certain limitations on a corporation's ability to 
use United States NOLs if more than a 50% change in ownership occurs.  The 
Company's issuance of additional Common Stock in 1995, together with an 
earlier acquisition, constituted more than a 50% change in ownership.  As a 
result, the usage of NOLs is restricted to approximately $4.9 million on an 
annual basis.

     During 1997 the Company eliminated the remaining United States deferred 
tax asset valuation allowance by $1,757,000 as the Company has been 
consistently profitable and generated United States taxable income before 
NOLs of approximately $10.3 million in 1997.  Based on its current level of 
profitability, management believes that the Company will be able to fully 
utilize the United States NOLs prior to their expiration and realize its 
other United States deferred tax assets. The amount of deferred tax assets 
considered realizable, however, would be reduced if estimates of future 
taxable income during the carryforward period are reduced. 

     In the preliminary allocation of the purchase price for the STI 
Acquisition, the Company recorded a deferred tax asset of $2,920,000, which 
is net of a valuation allowance of approximately $839,000.  This deferred tax 
asset represents the tax benefits of STI's net operating loss carryforwards. 
Realization of this deferred tax asset is dependent upon the Company 
generating Canadian taxable income of approximately $5,300,000 before the 
expiration of these loss carryforwards which expire between 2003 and 2004.  
Due to the uncertainty inherent in forecasts of future results, management 
has established the valuation allowance to reduce the net deferred tax asset 
to the tax benefit expected to be realized over the next three to five years.

NEW ACCOUNTING PRONOUNCEMENTS

     In June 1997, the FASB issued SFAS No. 130, REPORTING COMPREHENSIVE 
INCOME, and SFAS No. 131, DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND 
RELATED INFORMATION. SFAS No. 130 requires that an enterprise report, by 
major components and as a single total, the change in its net assets during 
the period from nonowner sources; and SFAS No. 131 establishes annual and 
interim reporting standards for an enterprise's operating segments and 
related disclosures about its products, services, geographic areas and major 
customers. Adoption of these Statements will not impact the Company's 
financial position, results of operations or cash flows and any effect will 
be limited to the form and content of its disclosures. Both Statements are 
effective for the Company's year ending December 31, 1998.

YEAR 2000

     The Company is in the process of conducting a comprehensive review of 
its computer and other operating systems to identify the systems that could 
be affected by the "Year 2000" issue and is conducting detailed testing. 
These reviews and testing are expected to be completed by the second quarter 
of 1998. The Company presently believes that, with minor modifications to 
existing software, the "Year 2000" issue will not pose significant 
operational problems for the Company's computer systems as so modified and 
corrected.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The Financial Statements required by this Item 8 are listed in Item 
14(a) and are submitted at the end of this Form 10-K. 

                                       15

<PAGE>

SELECTED QUARTERLY FINANCIAL DATA

     The following table sets forth certain statements of operations data for 
the periods indicated. The quarterly financial information provided excludes 
the financial results of IEI, Deanco, MS Electronics, Summit Distributors and 
STI prior to the date of the respective acquisition. This information has 
been derived from unaudited consolidated financial statements which, in the 
opinion of management, include all adjustments (consisting only of normal 
recurring adjustments) necessary for a fair presentation of such information. 
These operating results are not necessarily indicative of results for any 
future period.

<TABLE>
<CAPTION>

                                       FIRST      SECOND       THIRD        FOURTH
                                      QUARTER     QUARTER     QUARTER       QUARTER
                                      -------     -------     -------       -------
<S>                                  <C>         <C>         <C>           <C>       
1997
     Net sales.....................  $56,794,00  $59,346,00  $65,091,000   69,005,000
     Gross profit..................  14,529,000  14,662,000   16,128,000   15,270,000
     Net income....................   1,703,000   1,678,000    1,626,000    1,945,000
     Earnings per common share
             Basic.................        0.19        0.19         0.18         0.21
             Diluted...............        0.18        0.18         0.17         0.20
     Shipping Days.................          62          64           63           64

1996
     Net sales.....................  $58,384,00  $58,212,00  $53,713,000  $55,906,000
     Gross profit..................  14,313,000  14,806,000   14,116,000   14,316,000

     Net income....................   1,142,000   1,735,000    1,754,000    1,905,000
     Earnings per common share
             Basic.................        0.13        0.19         0.19         0.21
             Diluted...............        0.13        0.18         0.18         0.20
     Shipping Days.................          64          64           62           64

1995
     Net sales.....................  $26,596,00  $28,305,00  $28,803,000  $33,353,000
     Gross profit..................   6,513,000   6,660,000    6,931,000    7,873,000
     Net income....................     680,000     909,000    1,070,000      209,000
     Earnings per common share
             Basic.................        0.12        0.11         0.12         0.02
             Diluted...............        0.12        0.11         0.12         0.02
     Shipping Days.................          64          64           62           62
</TABLE>

     The unaudited quarterly results of operations indicate that net sales 
per shipping day were $887,000, $927,000, $1,050,000 and $1,113,000 in the 
four consecutive quarters of 1997, respectively, versus $912,000, $910,000, 
$866,000 and $874,000 per shipping day in the four consecutive quarters of 
1996, respectively.  The calendar for 1998 contains 65, 63, 64 and 61 
shipping days for the first through fourth quarters, respectively.  Quarterly 
operating results may fluctuate significantly from quarter to quarter in the 
future.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL ACCOUNTING
          AND FINANCIAL DISCLOSURE

Not applicable.

                                       16

<PAGE>

                                    PART III.

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information required by this item regarding directors and executive 
officers of the Company is set forth in the Company's definitive Proxy 
Statement (the "1998 Proxy Statement") to be filed with the Commission 
relating to its annual meeting of stockholders to be held on May 5, 1998, 
under the headings "Nominees for Election as Directors," "Other Executive 
Officers of the Company" and "Section 16(a) Beneficial Ownership Reporting 
Compliance," and is incorporated herein by reference.

ITEM 11.  EXECUTIVE COMPENSATION

     The information required by this item regarding compensation of the 
Company's directors and executive officers set forth in the 1998 Proxy 
Statement under the headings "Board Meetings and Director Compensation" and 
"Executive Compensation" is incorporated herein by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by this item regarding beneficial ownership of 
the Common Stock by certain beneficial owners and by management of the 
Company set forth in the 1998 Proxy Statement under the heading "Security 
Ownership of Certain Beneficial Owners and Management" is incorporated herein 
by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this item regarding certain relationships 
and related transactions with management of the Company set forth in the 1998 
Proxy Statement under the headings "Compensation Committee Interlocks and 
Insider Participation" and "Certain Relationships and Related Transactions" 
is incorporated herein by reference.

                                    PART IV.

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a)       Documents filed as part of this report: 

          1.   Consolidated Financial Statements

                              Independent Auditor's Report

                              Consolidated Balance Sheets at December 31, 
                              1996 and 1997

                              Consolidated Statements of Income for the 
                              years ended December 31, 1995, 1996 and 1997

                              Consolidated Statements of Stockholders' Equity 
                              for the years ended December 31, 1995, 1996 and
                              1997

                              Consolidated Statements of Cash Flows for the 
                              years ended December 31, 1995, 1996 and 1997

                              Notes to Consolidated Financial Statements

          2.   Financial Statement Schedules

                    Not Applicable.

                                       17

<PAGE>

<TABLE>
<CAPTION>

          3.   Exhibits
          
          <S>  <C>

          2.1     Stock Purchase Agreement, dated November 15, 1995, among 
                  Richey Electronics, Inc., Deanco, Inc., Electrical 
                  Distribution Acquisition Company and all of the 
                  stockholders of Electrical Distribution Acquisition 
                  Company. *4* (2.1)

          2.2     First Amendment to Stock Purchase Agreement and Instrument 
                  of Joinder dated December 20, 1995 among Richey 
                  Electronics, Inc., Deanco, Inc., Electrical Distribution 
                  Acquisition Company and all of the stockholders of 
                  Electrical Distribution Acquisition Company. *4* (2.2)

          2.3     Sales Tax Indemnification Agreement dated December 20, 1995 
                  among Richey Electronics, Inc. and the stockholders of 
                  Electrical Distribution Acquisition Company identified 
                  therein. *4* (2.3)

          2.4     Share Purchase Agreement dated June 13, 1997, among Richey 
                  Electronics, Inc., SCL Electronics Ltd., Simmonds 
                  Technologies Inc. and Simmonds Capital Limited.  *13* (2.1)

          2.5     Intercompany Debt Repayment Agreement dated June 13, 1997 
                  among Simmonds Capital Limited, SCL Electronics Ltd. and 
                  Simmonds Technologies Inc.  *13* (2.2)

          3.1     Restated Certificate of Incorporation of Richey 
                  Electronics, Inc. *5* (3.1)

          3.2     Bylaws of Richey Electronics, Inc. *5* (3.2)

          4.1     Indenture between Richey Electronics, Inc. and First Trust 
                  of California, National Association, dated as of February 
                  15, 1996.  *10* (4.1)

          4.2     Registration Rights Agreement among Richey Electronics, 
                  Inc., Jefferies & Company, Inc. and Cruttenden Roth 
                  Incorporated, dated as of February 26, 1996.  *12* (4.2)

          4.3     Warrant dated June 13, 1997, to purchase common stock of 
                  Richey Electronics, Inc., expiring March 31, 2002. *13* 
                  (4.1)

          10.1    Indemnification Agreement among Barclay and Company, Inc., 
                  Brajdas Corporation, Donald I. Zimmerman and certain former 
                  shareholders of RicheyImpact Electronics, Inc. identified 
                  therein dated as of April 5, 1993. *2* (E)

          10.2    Letter re Amendment to Indemnification Agreement by Barclay 
                  and Company, Inc. and Donald I. Zimmerman, and agreed to by 
                  BRJS Investment Holding Corp., Brajdas Corporation and the 
                  other persons and entities identified therein dated April 
                  23, 1993. *1* (10.3)

          10.3    Registration Rights Agreement between Brajdas Corporation 
                  and BRJS Investment Holding Corp. dated April 2, 1993. *2* 
                  (10.4)

          10.4    Employment Agreement between William C. Cacciatore and 
                  Brajdas Corporation dated as of April 1, 1993. *1* (10.18)

          10.5    Addendum to Employment Agreement (William C. Cacciatore) 
                  dated as of February 21, 1995. *8* (10.37)

          10.6    Second Addendum to Employment Agreement (William C. 
                  Cacciatore) dated as of May 17, 1995. *10* (10.31)

                                       18

<PAGE>


          10.7    Employment Agreement between Richard N. Berger and Brajdas 
                  Corporation dated as of April 1, 1993. *1* (10.20)

          10.8    Addendum to Employment Agreement (Richard N. Berger) dated 
                  as of February 21, 1995. *8* (10.39)

          10.9    Employment Agreement between Norbert W. St. John and 
                  Brajdas Corporation dated as of April 1, 1993. *1* (10.19)

          10.10   Addendum to Employment Agreement (Norbert W. St. John) 
                  dated as of February 21, 1995. *8* (10.40)

          10.11   Second Addendum to Employment Agreement (Norbert W. St. 
                  John)dated as of May 17, 1995. *10* (10.33)

          10.12   Employment Agreement between Charles W. Mann and Richey 
                  Electronics, Inc. dated as of April 1, 1995.  *12* (10.35)

          10.13   Service and Management Agreement dated December 18, 1990 
                  by and among RicheyImpact Electronics, Inc., Palisades 
                  Associates, Inc. and Saunders Capital Group, Inc. *3* 
                  (10.2) 

          10.14   Agreement to Assume and Amend the Service and Management 
                  Agreement among Brajdas Corporation, Palisades Associates, 
                  Inc. and Saunders Capital Group, Inc. dated as of April 6, 
                  1993. *3* (10.3)

          10.15   Modification Agreement among the Company, Palisades 
                  Associates, Inc. and Saunders Capital Group, Inc. dated as 
                  of January 2, 1995. *8* (10.26)

          10.16   Modification Agreement by and between Richey Electronics, 
                  Inc. and Palisades Associates, Inc. dated as of February 
                  21, 1995. *8* (10.41)

          10.17   1993 Stock Appreciation Rights Plan. *6* (A)

          10.18   Amended and Restated 1992 Stock Option Plan. *14* (A)

          10.19   Form of Incentive Stock Option Agreement. *8* (10.36)

          10.20   Lease between Principal Mutual Life Insurance Company and 
                  Richey Electronics, Inc. for lease of premises at 7441 
                  Lincoln Way, Garden Grove, California. *8* (10.32)

          10.21   Amendment to Lease dated September 2, 1997, amending the 
                  Lease Agreement dated December 2, 1994, between Richey 
                  Electronics, Inc., and Principal Mutual Life Insurance 
                  Company for leasing premises at 7441 Lincoln Way, Garden 
                  Grove, California.  *15* (10.1)

          10.22   Standard Sublease dated September 3, 1997, between Richey 
                  Electronics, Inc., and Corning OCA Corporation for sublease 
                  of premises at 7441 Lincoln Way, Garden Grove, California. 
                  *15* (10.2)

          10.23   Lease between Wychrest Estates Inc. and Simmonds 
                  Technologies Inc. (as assignee of Simmonds Communications 
                  Ltd.) for lease of premises at 580 Granite Court, 
                  Pickering, Ontario.  *16* (10.2)

                                       19

<PAGE>

          10.24   Lease Contract No. 002506 dated September 12, 1996, between 
                  CIBC Equipment Finance Limited and Simmonds Technologies 
                  Inc. *16* (10.3)

          10.25   Lease between M&M Enterprises, a California General 
                  Partnership and Richey Electronics, Inc. for lease of 
                  premises at 10871 La Tuna Canyon Road, Sun Valley, 
                  California. *8* (10.33)

          10.26   Lease between Hownat Trust and Deanco, Inc. for lease of 
                  premises at 87 Concord Street, North Reading, 
                  Massachusetts, Boston Massachusetts. *10* (10.21)

          10.27   Lease between Murray Center Venture and Deanco ACA 
                  Manufacturing, Inc. for lease of premises at Building 1, 
                  Murray Business Center, 3601 SW Murray Blvd., Beaverton, 
                  Oregon 97201.  *10* (10.25)

          10.28   Lease Agreement between Fujita California Partners III and 
                  Deanco, Inc., Acacia Division, for premises at 3230 Scott 
                  Boulevard, Santa Clara, California. *17* (10.28)

          10.29   Loan Agreement dated as of December 20, 1995 among Richey 
                  Electronics, Inc., the banks named therein and First 
                  Interstate Bank of California, as Agent.  *4* (10.1)

          10.30   First Amendment to the Loan Agreement dated as of February 
                  26, 1996 among Richey Electronics, Inc., the banks named 
                  therein and First Interstate Bank of California, as Agent. 
                  *10* (10.30)

          21.1    Subsidiaries of Richey Electronics, Inc. 

          23.1    Consent of McGladrey & Pullen, LLP

          23.2    Consent of McGladrey & Pullen, LLP

          27.1    Financial Data Schedule

----------------

          *1*     Incorporated by reference to the designated exhibit of the 
                  Annual Report on Form 10-K for Brajdas Corporation for the 
                  fiscal year ended February 28, 1993, filed May 28, 1993.

          *2*     Incorporated by reference to the designated exhibit of the 
                  Statement on Schedule 13D filed on behalf of BRJS 
                  Investment Holding Corp., C. Don Alverson, William C. 
                  Cacciatore, Greg A. Rosenbaum and Norbert W. St. John with 
                  the Commission on April 20, 1993.

          *3*     Incorporated by reference to the designated exhibit of the 
                  Transition Report on Form 10-Q for Brajdas Corporation for 
                  the period from January 1, 1993 through July 2, 1993, filed 
                  August 4, 1993.

          *4*     Incorporated by reference to the designated exhibit of Form 
                  8-K for Richey Electronics, Inc. dated December 20, 1995, 
                  filed January 3, 1996.

          *5*     Incorporated by reference to the designated exhibit of the 
                  Registration Statement on Form S-1, filed January 7, 1994, 
                  Registration No. 33-73916.

          *6*     Incorporated by reference to the designated exhibit of the 
                  definitive proxy statement for the 1993 Annual Meeting of 
                  Stockholders, filed July 13, 1993.

                                       20

<PAGE>

          *7*     Incorporated by reference to the designated exhibit of the 
                  Form 8-K for Brajdas Corporation dated July 7, 1993, filed 
                  July 13, 1993.

          *8*     Incorporated by reference to the designated exhibit of the 
                  Registration Statement on Form S-2, filed February 23, 
                  1995, Registration Statement No. 33-89690.
               
          *9*     Incorporated by reference to the designated exhibit of the 
                  Quarterly report on Form 10-Q for Richey Electronics, Inc. 
                  for the period ending March 31, 1995, filed May 15, 1995.

          *10*    Incorporated by reference to the designated exhibit of the 
                  Annual Report on Form 10-K for the Company for the fiscal 
                  year ended December 31, 1995, filed April 1, 1996.

          *11*    Incorporated by reference to the designated exhibit of the 
                  Quarterly Report on Form 10-Q for Richey Electronics, Inc. 
                  for the period ending June 28, 1996, filed August 12, 1996.

          *12*    Incorporated by reference to the designated exhibit of the 
                  Registration Statement on Form S-2, filed April 26, 1996, 
                  Registration No. 333-02983.

          *13*    Incorporated by reference to the designated exhibit of the 
                  Current Report on Form 8-K for Richey Electronics, Inc. 
                  filed June 26, 1997.

          *14*    Incorporated by reference to the designated exhibit of the 
                  definitive Proxy Statement for the 1997 Annual Meeting of 
                  Stockholders filed March 21, 1997.

          *15*    Incorporated by reference to the designated exhibit of the 
                  Quarterly Report on Form 10-Q for Richey Electronics, Inc. 
                  for the period ending September 26, 1997, filed November 7, 
                  1997.

          *16*    Incorporated by reference to the designated exhibit of the 
                  Quarterly Report on Form 10-Q for Richey Electronics, Inc. 
                  for the period ending June 27, 1997, filed August 8, 1997.

          *17*    Incorporated by reference to the designated exhibit of the 
                  Annual Report on Form 10-K for the Company for the fiscal 
                  year ended December 31, 1996, filed March 21, 1997.

</TABLE>

          Exhibits 10.4 - 10.19 are management contracts or compensatory 
plans or arrangements required to be filed as exhibits pursuant to Item 14(c) 
of Form 10-K.

     (b)       Reports on Form 8-K

                    No reports on Form 8-K were filed in the fourth quarter of 
                    1997.

                                       21

<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the registrant has duly caused this report to be signed 
on its behalf by the undersigned, thereunto duly authorized, in the City of 
Garden Grove, State of California, on March 25, 1998.

                                        RICHEY ELECTRONICS, INC.

                                        By  /s/ Richard N. Berger        
                                          -----------------------------------

                                             Richard N. Berger
                                             Vice President, Chief Financial
                                             Officer and Secretary

     Pursuant to the requirements of the Securities Exchange Act of 1934, 
this report has been signed below by the following persons on behalf of the 
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

Signature                                Title                                                             Date
---------                                -----                                                             ----

<S>                                     <C>                                                               <C>
/s/ William C. Cacciatore               Chairman of the Board, President, Chief                           March 25, 1998      
--------------------------              Executive Officer (Principal Executive Officer)
William C. Cacciatore                   

/s/ Richard N. Berger                   Vice President, Chief Financial Officer and                       March 25, 1998
--------------------------              Secretary (Principal Financial and Accounting
Richard N. Berger                       Officer)

/s/ Greg A. Rosenbaum                   Director                                                          March 25, 1998
--------------------------
Greg A. Rosenbaum

/s/ Norbert W. St. John                 Director                                                          March 25, 1998
--------------------------
Robert W. St. John

/s/ Donald I. Zimmerman                 Director                                                          March 25, 1998
--------------------------
Donald I. Zimmerman

</TABLE>
                                       22

<PAGE>


                            INDEPENDENT AUDITOR'S REPORT


To the Board of Directors
Richey Electronics, Inc.
Garden Grove, California

We have audited the accompanying consolidated balance sheets of Richey
Electronics, Inc. and subsidiary as of December 31, 1996 and 1997, and the
related consolidated statements of income, stockholders' equity and cash flows
for each of the three years in the period ended December 31, 1997.  These
financial statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the financial position of Richey 
Electronics, Inc. and subsidiary as of December 31, 1996 and 1997 and the 
results of their operations and their cash flows for each of the three years 
in the period ended December 31, 1997, in conformity with generally accepted 
accounting principles.


                                                McGladrey & Pullen, LLP


Pasadena, California
February 10, 1998

                                       23

<PAGE>

RICHEY ELECTRONICS, INC.

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1996 AND 1997

<TABLE>
<CAPTION>
ASSETS                                                                               1996               1997
--------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                <C>
Current Assets
     Cash                                                                      $         30,000    $          31,000
     Trade receivables                                                               27,111,000           32,702,000
     Inventories                                                                     37,631,000           49,828,000
     Deferred taxes                                                                   2,629,000            3,662,000
     Other                                                                            1,235,000              919,000
                                                                               -------------------------------------
        TOTAL CURRENT ASSETS                                                         68,636,000           87,142,000
                                                                               -------------------------------------
Improvements and Equipment, net                                                       3,668,000            5,715,000
                                                                               -------------------------------------
Other Assets and Intangibles
     Goodwill, net of accumulated
        amortization of 1996 $1,360,000;
        1997 $2,822,000                                                              47,233,000           51,236,000
     Deferred taxes                                                                   2,218,000            4,200,000
     Deferred debt costs, net of accumulated
        amortization of 1996 $288,000;
        1997 $622,000                                                                 2,533,000            2,237,000
     Other                                                                              473,000              340,000
                                                                               -------------------------------------
                                                                                     52,457,000           58,013,000
                                                                               -------------------------------------

                                                                               $    124,761,000    $     150,870,000
                                                                               -------------------------------------
                                                                               -------------------------------------

</TABLE>

<TABLE>
<CAPTION>

LIABILITIES AND STOCKHOLDERS' EQUITY
--------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                 <C>
Current Liabilities
     Current maturities of long-term debt                                      $     4,012,000     $      14,278,000
     Accounts payable                                                               16,551,000            22,525,000
     Accrued expenses                                                                4,502,000             4,028,000
     Accrued restructuring costs                                                       538,000               746,000
                                                                               -------------------------------------

          TOTAL CURRENT LIABILITIES                                                 25,603,000            41,577,000
                                                                               -------------------------------------

Long-term Debt
     Subordinated notes payable                                                      2,000,000             1,000,000
     Other                                                                           7,450,000            11,099,000
     Convertible subordinated notes payable                                         55,755,000            55,755,000
                                                                               -------------------------------------
                                                                                    65,205,000            67,854,000
                                                                               -------------------------------------

Stockholders' Equity
     Preferred stock, $.001 par value, authorized 10,000 shares, issued none                 -                     -
     Common stock, $.001 par value, authorized 30,000,000 shares                         9,000                 9,000
     Additional paid-in capital                                                     21,001,000            21,754,000
     Retained earnings                                                              12,943,000            19,895,000
     Cumulative translation adjustment                                                       -             (219,000)
                                                                               -------------------------------------
                                                                                    33,953,000            41,439,000
                                                                               -------------------------------------

                                                                               $   124,761,000     $     150,870,000
                                                                               -------------------------------------
                                                                               -------------------------------------
</TABLE>


See Notes to Consolidated Financial Statements.

                                       24

<PAGE>


RICHEY ELECTRONICS, INC.

CONSOLIDATED STATEMENTS OF INCOME
THREE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997

<TABLE>
<CAPTION>
                                                             1995                1996                1997
---------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                 <C>
Net sales                                              $    117,057,000    $    226,215,000    $    250,236,000

Cost of goods sold                                           89,080,000         168,664,000         189,647,000
                                                       ----------------    ----------------    -----------------

          GROSS PROFIT                                       27,977,000          57,551,000          60,589,000
                                                       ----------------    ----------------    -----------------

Operating expenses:
     Selling, warehouse, general and administrative          20,415,000          39,622,000          43,522,000
     Amortization of intangibles                                459,000           1,448,000           1,612,000
     Restructuring costs                                      1,450,000                   -                   -
                                                       ----------------    ----------------    -----------------
                                                             22,324,000          41,070,000          45,134,000
                                                       ----------------    ----------------    -----------------

          OPERATING INCOME                                    5,653,000          16,481,000          15,455,000

Interest expense                                                867,000           5,569,000           6,041,000
                                                       ----------------    ----------------    -----------------

          Income before income taxes                          4,786,000          10,912,000           9,414,000

Federal and state income taxes                                1,918,000           4,376,000           2,462,000
                                                       ----------------    ----------------    -----------------

          NET INCOME                                   $      2,868,000    $      6,536,000    $      6,952,000
                                                       ----------------    ----------------    -----------------
                                                       ----------------    ----------------    -----------------

Earnings per common share:
     Basic                                             $         0.36      $         0.72      $           0.77
                                                       ----------------    ----------------    -----------------
                                                       ----------------    ----------------    -----------------

     Diluted                                           $         0.36      $         0.70      $           0.73
                                                       ----------------    ----------------    -----------------
                                                       ----------------    ----------------    -----------------

Weighted average number of shares outstanding:
     Basic                                                    8,036,000           9,060,000           9,065,000
                                                       ----------------    ----------------    -----------------

     Diluted                                                  8,036,000          12,376,000          13,012,000
                                                       ----------------    ----------------    -----------------
                                                       ----------------    ----------------    -----------------

</TABLE>

See Notes to Consolidated Financial Statements.

                                       25

<PAGE>


RICHEY ELECTRONICS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
THREE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997

<TABLE>
<CAPTION>
                                              Common Stock
                             ----------------------------------------------
                                                              Additional                            Cumulative
                                Shares           Par           Paid-in            Retained          Translation
                             Outstanding        Value          Capital            Earnings          Adjustment           Total
------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>             <C>            <C>                <C>                 <C>             <C>
Balance, December 31,
   1994                         5,889,000     $  6,000     $      5,240,000   $       3,539,000   $           -   $      8,785,000
   Issuance of common
     stock in public
     offering, net of
     offering expenses          3,165,000        3,000           15,736,000                   -                -         15,739,000
   Net income                           -            -                    -           2,868,000                -          2,868,000
                             -------------------------------------------------------------------------------------------------------

Balance, December 31,
   1995                         9,054,000        9,000           20,976,000           6,407,000                -         27,392,000
   Stock options exercised
     and other                      6,000            -               25,000                   -                -             25,000
   Net income                           -            -                    -           6,536,000                -          6,536,000
                             -------------------------------------------------------------------------------------------------------

Balance, December 31,
   1996                         9,060,000        9,000           21,001,000          12,943,000                -         33,953,000
   Common stock warrants
     issued in conjunction
     with STI Acquisition
     and stock options
     exercised                      8,000            -              753,000                   -                -            753,000
   Net income                           -            -                    -           6,952,000                -          6,952,000
   Foreign currency
     translation                        -            -                    -                   -         (219,000)          (219,000)
                             -------------------------------------------------------------------------------------------------------

Balance, December 31,
   1997                         9,068,000     $  9,000     $     21,754,000   $      19,895,000   $     (219,000)   $     41,439,000
                             -------------------------------------------------------------------------------------------------------
                             -------------------------------------------------------------------------------------------------------

</TABLE>


See Notes to Consolidated Financial Statements.

                                       26

<PAGE>

RICHEY ELECTRONICS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997

<TABLE>
<CAPTION>
                                                                          1995               1996              1997
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>                  <C>                 <C>
Cash Flows from Operating Activities
   Net income                                                       $    2,868,000       $    6,536,000      $  6,952,000
   Adjustments to reconcile net income to net cash
     provided by (used in) operating activities:
     Depreciation and amortization                                         912,000            3,100,000         3,507,000
     Deferred taxes                                                      1,065,000            4,080,000          (226,000)
     Change in operating assets and liabilities, net of
        effect of business combinations:
        (Increase) decrease in:
          Trade receivables                                             (2,448,000)             592,000        (2,488,000)
          Inventories                                                   (2,727,000)          (4,329,000)       (9,455,000)
          Other current assets                                            (260,000)             284,000           221,000
        Increase (decrease) in:
          Accounts payable and accrued expenses                           (624,000)          (4,573,000)          770,000
          Accrued restructuring costs                                    1,450,000           (1,450,000)                -
                                                                    ------------------------------------------------------

        NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                236,000            4,240,000          (719,000)
                                                                    ------------------------------------------------------

Cash Flows from Investing Activities
   Purchase of improvements and equipment                               (1,316,000)          (1,310,000)       (2,286,000)
   Payment of acquisition and restructuring costs                       (2,025,000)          (7,706,000)       (8,866,000)
                                                                    ------------------------------------------------------

        NET CASH (USED IN) INVESTING ACTIVITIES                         (3,341,000)          (9,016,000)      (11,152,000)
                                                                    ------------------------------------------------------

Cash Flows from Financing Activities
   Net advances (repayments) on revolving line of credit                (8,843,000)                   -        13,123,000
   Borrowings (repayments) under long-term revolving
      line-of-credit arrangement                                         1,974,000           (7,911,000)                -
   Term loan borrowings                                                          -           30,000,000                 -
   Payments on long-term debt                                           (5,202,000)         (71,114,000)       (1,214,000)
   Proceeds from issuance of common stock, net                          15,739,000               25,000            54,000
   Proceeds from issuance of convertible subordinated
     debt                                                                        -           55,755,000                 -
   Transaction costs associated with refinancing activities                      -           (2,521,000)          (38,000)
                                                                    ------------------------------------------------------

        NET CASH PROVIDED BY FINANCING ACTIVITIES                        3,668,000            4,234,000        11,925,000
                                                                    ------------------------------------------------------

        NET EFFECT OF TRANSLATION ON CASH                                        -                    -           (53,000)
                                                                    ------------------------------------------------------

        INCREASE (DECREASE) IN CASH                                        563,000             (542,000)            1,000

Cash
   Beginning                                                                 9,000              572,000            30,000
                                                                    ------------------------------------------------------

   Ending                                                           $      572,000       $       30,000      $     31,000
                                                                    ------------------------------------------------------
                                                                    ------------------------------------------------------

</TABLE>


See Notes to Consolidated Financial Statements.

                                       27

<PAGE>


RICHEY ELECTRONICS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
THREE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997


<TABLE>
<CAPTION>
                                                           1995                1996                1997
----------------------------------------------------------------------------------------------------------
<S>                                                  <C>                 <C>                <C>
Supplemental Disclosures of Cash Flow Information
     Cash payments for:
               Interest                              $    1,230,000      $    3,961,000     $   5,711,000
                                                     -----------------------------------------------------

               Income taxes                          $    1,249,000      $      437,000     $   2,285,000
                                                     -----------------------------------------------------

Assets acquired, liabilities assumed and
     securities issued in business combinations:
     Working capital                                 $   15,362,000      $    1,980,000     $   1,163,000
     Leasehold improvements and equipment                 1,646,000             101,000         1,384,000
     Other assets                                           861,000                   -                 -
     Goodwill                                            47,287,000           2,272,000         5,337,000
     Restructuring and transaction costs                 (3,427,000)                  -        (2,212,000)
     Subordinated notes payable                          (2,982,000)                  -                 -
     Other liabilities assumed                          (23,434,000)                  -        (1,047,000)
     Stock payment notes                                (34,106,000)                  -                 -
     Deferred taxes                                               -                   -         2,920,000
     Common stock warrants issued                                 -                   -          (730,000)
                                                     -----------------------------------------------------

                    Net cash paid                    $    1,207,000      $    4,353,000     $   6,815,000
                                                     -----------------------------------------------------
                                                     -----------------------------------------------------

</TABLE>

See Notes to Consolidated Financial Statements.

                                       28

<PAGE>


RICHEY ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE 1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

NATURE OF  BUSINESS

Richey Electronics, Inc. (the Company) is a specialty distributor of 
electronic components and a provider of value-added assembly services.  The 
Company distributes a broad line of connectors, switches, wire, cable and 
heat-shrinkable tubing, and other interconnect, electromechanical and passive 
electronic components used in assembly and manufacture of electronic 
equipment. Richey has distribution rights from major worldwide suppliers, 
none of which individually accounted for sales greater than 15% in 1997.  
Richey's corporate headquarters are based in California and it markets 
throughout the United States and Canada.

A SUMMARY OF THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES FOLLOWS:

YEAR END

The Company reports its annual operating results based upon a calendar year end
(December 31) and its quarterly results using the Friday nearest the end of each
quarter.

PRINCIPLES OF CONSOLIDATION

The accompanying financial statements consolidate the accounts of Richey
Electronics, Inc. and its wholly owned Canadian subsidiary which was acquired on
June 13, 1997.  All material intercompany transactions have been eliminated.

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenue and expenses during
the reporting period.  Actual results could differ from those estimates and
could materially affect the reported amount of assets and liabilities and future
operating results.

CONCENTRATION OF CREDIT RISK

The Company distributes electronic components to small and medium-sized
manufacturers in a wide variety of industries including telecommunications,
computer, medical, transportation and aerospace.  Credit is extended based on an
evaluation of the customer's financial condition and collateral is typically not
required.  Credit losses are provided for in the financial statements through a
charge to operations.  For the year ended December 31, 1997, no individual
customer represented more than 2% of net sales.  Credit losses have been
consistently within management's expectations and were not material in any year
presented.  A valuation allowance for known and anticipated credit losses is
maintained and was not material.  Provision for bad debts and accounts
receivable write-offs have not been significant.

                                       29

<PAGE>

RICHEY ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE 1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

INVENTORIES

Inventories consist of electronic components held for sale and work-in-process
and finished goods related to the Company's value-added assembly services.
Inventory is valued at the lower of cost (first-in, first-out method) or market.
The labor and overhead portion of work-in-process and finished goods are not
material.  The Company periodically reviews the age and turnover of its
inventory to determine whether any inventory has become obsolete or has declined
in value and incurs a charge to operations for known and anticipated inventory
obsolescence.

IMPROVEMENTS AND EQUIPMENT

Improvements and equipment are stated at cost, less accumulated depreciation and
amortization.  Equipment is depreciated using the straight-line method over
estimated service lives ranging from three to seven years.  Improvements are
amortized over the life of the lease or the economic life of the asset,
whichever is shorter.

GOODWILL

The Company is amortizing goodwill on a straight-line method over lives ranging
from 15 to 40 years, principally 40 years.

The Company periodically reviews the value of its goodwill not related to
specific long-lived assets to determine if an impairment has occurred.   The
Company does not believe that an impairment of its goodwill has occurred based
on an evaluation of operating income, cash flows and business prospects.

INCOME TAXES

Deferred taxes are provided on a liability method whereby deferred tax
liabilities are recognized for taxable temporary differences and deferred tax
assets are recognized for deductible temporary differences and operating loss
and tax credit carryforwards.  Temporary differences are the differences between
the reported amounts of assets and liabilities and their tax bases.  Deferred
tax assets are reduced by a valuation allowance when it cannot be demonstrated
that the deferred tax assets are more likely than not to be realized.  Deferred
tax assets and liabilities are adjusted for the effects of changes in tax laws
and rates on the date of enactment.

FOREIGN CURRENCY TRANSLATION

The financial statements of the Company's Canadian subsidiary are translated
into U.S. dollars in accordance with Statement of Financial Accounting Standards
(SFAS) No. 52, FOREIGN CURRENCY TRANSLATION, using the Canadian dollar as the
functional currency.  The Company translates the balance sheet accounts at the
exchange rate on the balance sheet date and the income statement at the average
exchange rate for the period.  Translation gains and losses are recorded in
stockholders' equity, and transaction gains and losses are reflected in income.

                                       30

<PAGE>

RICHEY ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

EARNINGS PER SHARE

The Company adopted Financial Accounting Standards Board (FASB) SFAS No. 128,
EARNINGS PER SHARE, and restated all prior period earnings per share data.
Adoption of this standard did not result in any changes to previously reported
earnings per share.  Statement No. 128 requires disclosure of basic earnings per
share, instead of primary earnings per share, on the face of the income
statement.  In addition, for those entities with complex capital structures, it
requires disclosure of both basic and diluted earnings per share on the face of
the income statement and requires a reconciliation of the numerator and
denominator of both the computation of basic and diluted earnings per share to
be disclosed.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments consist primarily of cash, accounts 
receivable and payable, and debt instruments.  The carrying value of 
financial instruments, other than the debt instruments, is representative of 
their fair value due to short-term maturity.  The carrying value of the 
Company's revolving line of credit and subordinated debt is considered to 
approximate their fair value because the interest rates of these instruments 
are consistent with current rates offered to the Company.  The estimated fair 
value at December 31, 1997 and 1996 of the convertible subordinated notes 
payable (the notes) was $54,082,000 and $58,933,000, respectively, based upon 
quoted market prices.

ACCOUNTING FOR STOCK-BASED COMPENSATION

The Company follows APB Opinion No. 25 to measure stock-based compensation 
and discloses the pro forma effects on net income as if compensation were 
measured in accordance with SFAS No. 123.

NEW ACCOUNTING PRONOUNCEMENTS

In June 1997, the FASB issued SFAS No. 130, REPORTING COMPREHENSIVE INCOME, 
and SFAS No. 131, DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED 
INFORMATION.  SFAS No. 130 requires that an enterprise report, by major 
components and as a single total, the change in its net assets during the 
period from nonowner sources; and SFAS No. 131 establishes annual and interim 
reporting standards for an enterprise's operating segments and related 
disclosures about its products, services, geographic areas and major 
customers.  Adoption of these Statements will not impact the Company's 
financial position, results of operations or cash flows and any effect will 
be limited to the form and content of its disclosures.  Both Statements are 
effective for the Company's year ending December 31, 1998.

NOTE 2.  BUSINESS COMBINATIONS

In the period from 1994 to 1997, the Company completed several business 
combinations.  All of these acquisitions were accounted for as purchase 
business combinations with the operations of the acquired businesses included 
subsequent to the acquisition date.  Each of the acquired businesses had 
operations similar to the Company's.  These acquisitions are described as 
follows:

                                       31

<PAGE>

RICHEY ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 2.  BUSINESS COMBINATIONS, CONTINUED

IN-STOCK PRODUCTS ACQUISITION

On April 4, 1994, the Company completed the purchase of the assets and business
of the In-Stock Products division of Anchor Group, Inc. (In-Stock), located in
Boston, Massachusetts.

INLAND EMPIRE INTERCONNECTS ACQUISITION

On August 16, 1995, the Company completed the purchase of the assets and
business of Inland Empire Interconnects, an Ontario, California, molded cable
assembly company.

EDAC AND SUBSIDIARY (DEANCO ACQUISITION)

On December 20, 1995, the Company completed the purchase of all the issued and
outstanding capital stock of Electrical Distribution Acquisition Company (EDAC).
EDAC, a holding company, and its wholly owned subsidiary, Deanco, Inc. (Deanco),
were acquired for $34,106,000 of stock payment notes, the assumption of
$5,962,000 of existing EDAC stockholder notes and the assumption of all other
debt of Deanco.  These notes were paid on January 2, 1996.  The Company merged
EDAC into the Company in January 1996 and merged Deanco into the Company in
October 1996.

In connection with the Deanco Acquisition, the Company closed certain of its own
facilities and incurred other costs associated with the consolidation of the
operations of Deanco into the Company.  During 1995 the Company recognized a
restructuring charge of $1,450,000.  All of these costs were paid by
December 31, 1996.  No adjustments were made to the original estimates of this
restructuring accrual.

Also in conjunction with the Deanco Acquisition, the Company accrued
restructuring costs of $3,100,000 at December 31, 1995 relating to the
consolidation of Deanco's operations into the Company.  Those costs related to
the operations of Deanco were recorded as a purchase accounting adjustment,
resulting in an increase in goodwill.  At December 31, 1996, the remaining
accrued restructuring costs were $538,000 and all of these costs were paid
during 1997 without any significant adjustments to the original estimates.

MS ELECTRONICS, INC.

On March 19, 1996, the Company completed the acquisition of the assets and
business of MS Electronics, Inc. (MS Electronics).  The purchase price and
related transaction costs, including the assumption of MS Electronics' debt of
$525,000, were approximately $3,111,000 and were paid in cash.  The allocation
of the purchase price is as follows:  $2,231,000 to estimated fair value of
tangible assets acquired, $1,288,000 to liabilities assumed and $2,168,000 to
goodwill.

SUMMIT DISTRIBUTORS, INC.

On December 5, 1996, the Company completed the acquisition of the assets and
business of Summit Distributors, Inc.  The purchase price and related
transaction costs were $1,138,000 and were paid in cash.  The allocation of the
purchase price was $1,095,000 to current assets and $43,000 to fixed assets.

                                       32

<PAGE>

RICHEY ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 2.  BUSINESS COMBINATIONS, CONTINUED

SIMMONDS TECHNOLOGIES, INC. (STI ACQUISITION)

On June 13, 1997, the Company completed the purchase of all of the issued and 
outstanding common stock of Simmonds Technologies, Inc. (STI), an indirect 
wholly owned subsidiary of Simmonds Capital Limited (Simmonds), for $1.  STI 
is a distributor of interconnect, electromechanical and passive electronic 
components, headquartered in Toronto, Ontario, with additional branch 
locations in the Montreal, Ottawa, Winnipeg, Saskatoon, Calgary, Edmonton and 
Vancouver regions. Foreign sales and operating loss in Canada were 
$12,771,000 and $221,000, respectively, during 1997 and identifiable assets 
were $17,197,000 at December 31, 1997.  Foreign operations were not 
significant prior to 1997.  In July 1997, the Company changed the name of 
STI to Richey Electronics Limited.

In events related to the STI Acquisition, the Company also issued to Simmonds 
a warrant to purchase 197,044 shares of common stock of the Company at an 
exercise price of $10.15 per share established based on 125% of the common 
stock price.  The warrant is exercisable at any time up to March 31, 2002.  
For purchase accounting purposes, the value of this warrant was estimated to 
be $730,000.  In addition, through STI, the Company contributed approximately 
$1.1 million toward the future settlement of certain of STI's long-term 
capital lease obligations and facility leases to be retained by Simmonds.  
Simmonds agreed to be responsible for negotiating such settlements and 
obtaining releases of STI's obligations under such leases.  The Company also 
agreed to transfer to Simmonds $3.4 million of STI non-core inventories which 
the Company believes it will not be able to use in its operations.  Simmonds 
also received a right to a future payment due March 31, 2002 from STI based 
upon a percentage of STI's operating earnings as defined by agreement between 
the parties.  For purchase accounting purposes, this future payment will be 
accounted for as contingent consideration and will be recorded as additional 
purchase price when the amount is determinable.

Under the terms of the transaction, the Company refinanced STI's bank
indebtedness of approximately $5.7 million.  The Company funded the STI bank
debt refinancing and the contribution toward settlement of certain long-term
obligations referred to above by drawing upon the Company's revolving line of
credit.

                                       33

<PAGE>

RICHEY ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 2.  BUSINESS COMBINATIONS, CONTINUED

The following preliminary allocation of the purchase price after adjusting to
fair value the assets and liabilities of STI is based upon estimates that are
currently available and is contingent upon completion of management's assessment
of the fair value of net assets acquired and resolution of certain material
lease obligations which Simmonds is required to settle and obtain releases for.

<TABLE>
<S>                                                                           <C>
Consideration and liabilities assumed:
   Bank debt assumed and then refinanced                                      $       5,720,000
   Accounts payable, accrued expenses and other debt obligations assumed              5,962,000
   Cash contribution toward settlement of lease obligations                           1,095,000
   Transaction and restructuring costs                                                2,212,000
   Common stock warrants                                                                730,000
   Contingent payment obligation                                                              -
                                                                              -----------------

                                                                              $      15,719,000
                                                                              -----------------
                                                                              -----------------
Allocated to:
   Current assets                                                             $       6,078,000
   Deferred tax assets                                                                2,920,000
   Leasehold improvements, fixtures and assets acquired under capital leases          1,384,000
   Goodwill                                                                           5,337,000
                                                                              -----------------

                                                                              $      15,719,000
                                                                              -----------------
                                                                              -----------------
</TABLE>

In conjunction with the STI Acquisition, the Company accrued restructuring 
and transaction costs of $2,212,000 consisting of legal, accounting and other 
costs directly attributable to the acquisition and other costs, principally 
unfavorable lease rights related to the consolidation of STI consistent with 
the Company's plans for the acquired business. These costs were recorded as a 
purchase accounting adjustment resulting in an increase in goodwill.  At 
December 31, 1997, the remaining accrued restructuring costs of $746,000 
primarily represent costs related to unfavorable lease rights related to 
computer leases.

PRO FORMA RESULTS (UNAUDITED)

The following pro forma results of continuing operations assume the STI
Acquisition (which occurred on June 13, 1997) had occurred on January 1, 1996.
The Summit Distributors, Inc. and MS Electronics acquisitions would not have
materially changed pro forma net sales or net income.  The unaudited pro forma
results have been prepared using the historical financial statements of the
Company and STI.  The unaudited pro forma results give effect to certain
adjustments, including amortization of goodwill, interest expense and related
tax effects.  This pro forma information does not reflect any cost savings
directly attributable to the acquisition.  The Company anticipates significant
cost savings through reductions in excess facilities, redundant salaries and
benefits, eliminating management fees and duplicate corporate expenses.

                                       34

<PAGE>

RICHEY ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE 2.  BUSINESS COMBINATIONS, CONTINUED

<TABLE>
<CAPTION>
                                         Year Ended December 31,
                                 --------------------------------------
                                       1996                  1997
                                   (Unaudited)           (Unaudited)
                                 --------------------------------------
<S>                              <C>                   <C>
Net sales                        $    256,866,000      $    261,452,000
Net income                                549,000             4,835,000
Earnings per share:
     Basic                                   0.06                  0.53
     Diluted                                 0.06                  0.53
</TABLE>

This pro forma financial information does not purport to be indicative of the
results of operations had the STI Acquisition actually taken place at these
earlier dates.


NOTE 3.  IMPROVEMENTS AND EQUIPMENT

Improvements and equipment at December 31 consist of the following:


<TABLE>
<CAPTION>
                                                          1996          1997
                                                      --------------------------
<S>                                                   <C>           <C>
Improvements                                          $ 1,738,000   $ 2,165,000
Furniture, fixtures and equipment                       4,998,000     8,644,000
                                                      --------------------------
                                                        6,736,000    10,809,000
Less accumulated depreciation and amortization          3,068,000     5,094,000
                                                      --------------------------

                                                      $ 3,668,000   $ 5,715,000
                                                      --------------------------
                                                      --------------------------

</TABLE>


NOTE 4.  BORROWING ARRANGEMENTS

REVOLVING LINE OF CREDIT

The Company has a bank revolving line of credit of $45,000,000, which expires 
December 31, 1999.  The revolving line of credit allows advances of up to 85% 
of eligible receivables and 50% of eligible inventories, as defined.  At 
December 31, 1997, the revolving line of credit bears interest at a blended 
rate comprised of the Eurodollar rate plus 2.00% and the bank's prime plus 
 .75%.  The Company is required to pay the lender an unused line fee equal to 
3/8% of the difference between the maximum commitments and the daily average 
outstanding borrowings for the prior quarter.  The credit agreement contains 
various restrictive covenants which require the Company to meet certain 
financial conditions, including maintaining a minimum level of stockholders' 
equity, minimum profitability, fixed charge coverage and cash flow leverage 
ratios.

                                       35

<PAGE>

RICHEY ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE 4.  BORROWING ARRANGEMENTS, CONTINUED

In addition, the Company is restricted from the payment of cash dividends and
requires preapproval for all acquisitions.  At December 31, 1997, $23,573,000
was outstanding under the Company's revolving line of credit.  The Company
intends to maintain borrowings of at least $10,573,000 during 1998; therefore,
$13,000,000 of the balance is classified as a current liability.  The following
is a summary of borrowings under revolving line of credit:
 
<TABLE>
<CAPTION>
                                                     1995              1996               1997
                                                ---------------------------------------------------
<S>                                             <C>               <C>               <C>
Weighted average interest rate in effect at
     year end                                           8.2 %             7.5 %             8.1 %
Available borrowings at year end                $   18,261,000    $   28,195,000    $    21,427,000
Maximum outstanding borrowings during
     the year                                       18,361,000        31,106,000         23,573,000
Weighted average interest rate for the
     borrowings outstanding during the year             9.3 %             7.7 %             8.6 %

</TABLE>
 
The Company's revolving line of credit provides that up to $3,000,000 of the
available line can be used for letters of credit.  None were outstanding at year
end.

7% CONVERTIBLE SUBORDINATED NOTES OFFERING

In 1996 the Company issued $55,755,000 of 7% Convertible Subordinated Notes due
2006.  The Notes are convertible into 3,947,000 shares of the Company's common
stock at a conversion price of $14.125 per share (subject to certain
adjustments) at the holder's option at any time after 60 days following the
issuance and prior to maturity.  The payment of principal and interest on these
notes is subordinated to all senior debt consisting of secured debt of
$23,573,000 outstanding at December 31, 1997 under the Company's revolving line
of credit.  The Company maintains an effective shelf registration statement with
the Securities and Exchange Commission to register resales of the Notes and the
common stock issuable upon conversion.

The Notes may not be redeemed by the Company prior to March 4, 1999.
Thereafter, the Notes may be redeemed at the option of the Company at a
redemption price of 103.5% of outstanding principal in 1999 decreasing by .5%
each year until March 1, 2006.

In addition, under certain circumstances, the holders of these Notes have the
option to require the Company to repurchase the Notes.  These designated events
include a more than 50% change in control.

                                       36

<PAGE>

RICHEY ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE 4.  BORROWING ARRANGEMENTS, CONTINUED

LONG-TERM DEBT

Long-term debt at December 31 is as follows:
 
<TABLE>
<CAPTION>
                                                                              1996             1997
                                                                         ------------------------------
<S>                                                                      <C>              <C>
Revolving line of credit                                                 $   10,450,000   $  23,573,000

Convertible subordinated notes payable, interest at 7.0% due
     March 1 and September 1 semiannually, principal due
     September 1, 2006                                                       55,755,000      55,755,000

Subordinated promissory notes payable to former stockholders
     of Deanco, unsecured, due in annual installments of $1,000,000
     with a final payment of $1,000,000 on September 30, 1999,
     interest payable annually at 8%                                          2,953,000       2,000,000

Other                                                                            59,000         804,000
                                                                         ------------------------------
                                                                             69,217,000      82,132,000
Less current maturities                                                       4,012,000      14,278,000
                                                                         ------------------------------

                                                                         $   65,205,000   $  67,854,000
                                                                         ------------------------------
                                                                         ------------------------------

</TABLE>
 
Aggregate maturities of long-term debt as of December 31, 1997 are as follows:

<TABLE>
<S>                                                              <C>
1998                                                             $   14,278,000
1999                                                                 12,099,000
2007                                                                 55,755,000
                                                                 --------------

                                                                 $   82,132,000
                                                                 --------------
                                                                 --------------

</TABLE>


NOTE 5.  ACCRUED EXPENSES

Accrued expenses at December 31 consist of the following:

<TABLE>
<CAPTION>
                                                         1996           1997
                                                     ---------------------------
<S>                                                  <C>            <C>
Compensation                                         $  2,790,000   $  2,237,000
Interest                                                1,464,000      1,462,000
Other                                                     248,000        329,000
                                                     ---------------------------

                                                     $  4,502,000   $  4,028,000
                                                     ---------------------------
                                                     ---------------------------

</TABLE>

                                       37

<PAGE>

RICHEY ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE 6.  COMMITMENTS AND CONTINGENCIES

OPERATING LEASES

The Company leases office and warehouse space under operating lease agreements
with various terms and conditions with rent escalation typically based on the
Consumer Price Index.

Future minimum lease payments under these leases are as follows:

<TABLE>
<S>                                                           <C>
1998                                                          $        2,766,000
1999                                                                   2,541,000
2000                                                                   1,791,000
2001                                                                   1,034,000
2002                                                                     770,000
Thereafter                                                             3,757,000
                                                              ------------------

                                                              $       12,659,000
                                                              ------------------
                                                              ------------------

</TABLE>

In connection with the STI Acquisition, certain facility operating lease 
obligations were assumed.  The lease commitment schedule reflects the entire 
operating lease obligation for STI's Pickering (Toronto) facility or 
approximately $365,000 per year through December 2010.  The Company has 
entered an informal sublease agreement for 50% of this facility.  The Company 
expects to enter into a new lease for this reduced space.  The above schedule 
does not reflect the obligation under certain computer leases for which 
Simmonds is responsible for obtaining settlements and releases as described 
in Note 2.

Total rent expense under operating leases, including rent for facilities 
leased on a month-to-month basis, was $903,000, $2,016,000 and $2,301,000 for 
1995, 1996 and 1997, respectively.

NOTE 7.  SERVICE AND MANAGEMENT AGREEMENT

The Company is party to a Service and Management Agreement dated December 18, 
1990, as amended and modified, with a director.  The Service and Management 
Agreement terminates on December 31, 1999; however, the term can be 
automatically extended by the director for an additional two-year consecutive 
period unless earlier terminated.  Management fees payable under this and 
prior agreements were approximately $234,000 in 1995, $175,000 in 1996 and 
$175,000 in 1997, including a $64,000 termination payment in 1995 to a former 
party to this agreement.

                                       38

<PAGE>

RICHEY ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 8.  INCOME TAXES

Components of income tax expense are as follows:

<TABLE>
<CAPTION>
                                             1995        1996          1997
                                         --------------------------------------
<S>                                      <C>          <C>           <C>
Currently paid or payable:
     Federal                             $   745,000  $    697,000  $ 1,916,000
     State                                   108,000       426,000      748,000
Deferred                                   1,065,000     3,253,000     (202,000)
                                         --------------------------------------

                                         $ 1,918,000  $  4,376,000  $ 2,462,000
                                         --------------------------------------
                                         --------------------------------------

</TABLE>

The following table presents a reconciliation from the amount of income tax
determined by applying the statutory income tax rate to pretax income for those
adjustments representing more than 5% of pretax income:

<TABLE>
<CAPTION>
                                                       1995    1996     1997
                                                       ------------------------

<S>                                                    <C>     <C>      <C>
Computed "expected" statutory rate                      35  %   35  %     35 %
Permanent difference for amortization of goodwill        -       -         5
Reduction in valuation allowance for net deferred        
     tax assets                                          -       -       (19)
Increase in rate resulting from state income taxes,
     net of federal tax benefit                          5       5         5
                                                      ------------------------

                                                        40  %   40  %     26 %
                                                      ------------------------
                                                      ------------------------

</TABLE>
Net deferred tax assets at December 31 consist of the following:

<TABLE>
<CAPTION>
                                                          1996          1997
                                                      -------------------------
<S>                                                   <C>           <C>
Deferred tax liabilities, other                       $   210,000   $   520,000
                                                      -------------------------

Deferred tax assets:
   Net operating loss carryforwards (NOLs)              4,720,000     6,845,000
   Costs capitalized to inventories for tax purposes      716,000       840,000
   Accrued expenses not deductible until paid             410,000       238,000
   Other                                                  968,000     1,298,000
                                                      -------------------------
                                                        6,814,000     9,221,000
   Less valuation allowance                             1,757,000       839,000
                                                      -------------------------
                                                        5,057,000     8,382,000
                                                      -------------------------

                                                      $ 4,847,000   $ 7,862,000
                                                      -------------------------
                                                      -------------------------
</TABLE>

                                       39

<PAGE>

RICHEY ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE 8.  INCOME TAXES, CONTINUED

Net deferred tax assets described above have been included in the accompanying
balance sheets as follows:

<TABLE>
<CAPTION>
                                                          1996          1997
                                                      --------------------------
<S>                                                   <C>           <C>
Current assets                                        $ 2,629,000   $ 3,662,000
Noncurrent assets                                       2,218,000     4,200,000
                                                      --------------------------

                                                      $ 4,847,000   $ 7,862,000
                                                      --------------------------
                                                      --------------------------
</TABLE>

As of December 31, 1997, the Company had acquired NOLs which have the following
expiration dates:

<TABLE>
<CAPTION>
                                                United States
Expiration Date                                    Federal           Canada
---------------                                 -------------------------------
<S>                                            <C>                 <C>
2003                                           $            -      $  7,679,000
2004                                                        -           185,000
2005                                                        -                 -
2006                                                5,439,000                 -
2007                                                2,588,000                 -
2008                                                  771,000                 -
                                               --------------------------------

                                               $    8,798,000      $  7,864,000
                                               --------------------------------
                                               --------------------------------
</TABLE>


Section 382 of the United States Internal Revenue Code of 1986 imposes 
certain limitations on a corporation's ability to use United States NOLs if 
more than a 50% ownership change occurs.  The Company's issuance of 
additional common stock in 1995, together with an earlier acquisition, 
constituted a more than 50% ownership change.  As a result, the usage of the 
United States NOLs are restricted to approximately $4,900,000 on an annual 
basis.

In the preliminary allocation of the purchase price for the STI Acquisition, 
the Company recorded a deferred tax asset of $2,920,000, which is net of a 
valuation allowance of approximately $839,000.  This deferred tax asset 
represents the tax benefit of STI's net operating loss carryforwards.  
Realization of this deferred tax asset is dependent upon the Company 
generating Canadian taxable income of approximately $5,300,000 before the 
expiration of these loss carryforwards which expire in 2003 and 2004.  
Due to the uncertainty inherent in forecasts of future results, management 
has established the valuation allowance to reduce the net deferred tax asset 
to the tax benefit expected to be realized over the next three to five years.

                                       40

<PAGE>

RICHEY ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE 8.  INCOME TAXES, CONTINUED

During 1997 the Company eliminated the remaining United States deferred tax 
asset valuation allowance of $1,757,000 as the Company has been consistently 
profitable and generated United States taxable income before NOLs of 
approximately $10.3 million in 1997.  Based on its current level of 
profitability, management believes that the Company will be able to fully 
utilize the United States NOLs prior to their expiration and realize its 
other United States deferred tax assets.

The amount of deferred tax assets considered realizable, however, would be
reduced if estimates of future taxable income during the carryforward period are
reduced.


NOTE 9.  EMPLOYEE BENEFIT PLANS

STOCK APPRECIATION RIGHTS PLAN

On July 7, 1993, the Company adopted a Stock Appreciation Rights Plan.  Each
stock appreciation right (SAR) provides the recipient with the right to receive
a cash payment equal to the excess, if any, of the fair market value of a share
of the Company's common stock on the date the SAR is exercised over the fair
market value on the date the SAR was granted, or such other value as determined
by the Compensation Committee.  The maximum number of rights that may be awarded
under the plan may not exceed approximately 589,000.  To date, no rights have
been granted under this plan.

STOCK OPTION PLAN

The Company has a stock option plan adopted in 1992.  The options granted
generally vest at a rate of 25% per year over a four-year period and expire ten
years from the date of grant.  The exercise price of the options is equal to the
quoted market price at the date of grant.

                                       41

<PAGE>

RICHEY ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 9.  EMPLOYEE BENEFIT PLANS, CONTINUED

The following tables summarize information about stock options outstanding:

<TABLE>
<CAPTION>
                                            1995                       1996                    1997
                                  -----------------------------------------------------------------------------
                                                 Weighted                  Weighted                   Weighted
                                                 Average                   Average                    Average
                                                 Exercise                  Exercise                   Exercise
                                   Shares         Price       Shares        Price        Shares        Price
                                  -----------------------------------------------------------------------------
<S>                               <C>            <C>          <C>         <C>            <C>          <C>
Outstanding at beginning
     of  year                       226,737      $   6.00      493,071     $     6.34     612,648     $    7.11
     Granted                        266,334          6.63      135,300           9.80      60,500         12.87
     Terminated and canceled              -             -       (7,363)          6.00     (21,350)         8.49
     Exercised                            -             -       (8,360)          6.07      (5,750)         9.50
                                   --------                   --------                   --------

Outstanding at end of year          493,071          6.34      612,648           7.11     646,048          7.58
                                   --------                   --------                   --------
                                   --------                   --------                   --------

Options exercisable, end
     of year                         45,642          6.00      186,591           6.67     342,398          6.70
Available for grant, end
     of year                         95,863             -      284,424              -     639,842             -
Weighted average fair value
     of options granted during
     the year                        $ 4.35             -       $ 7.07              -      $ 8.71             -
</TABLE>

<TABLE>
<CAPTION>
                                        December 31, 1997
                 ---------------------------------------------------------------
                                  Remaining
                                 Contractual
                     Number         Life            Exercise         Options
                  Outstanding    (in years)          Price         Exercisable
                 ---------------------------------------------------------------
                 <S>             <C>              <C>              <C>
                       212,014       6            $      6.000           162,694
                       257,834       7                   6.625           139,529
                       115,700       8                   9.860            40,175
                        60,500       9                  12.875             -
                 -------------                                     -------------
                       646,048       7                                   342,398
                 -------------                                     -------------
                 -------------                                     -------------

</TABLE>

                                       42

<PAGE>

RICHEY ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 9.  EMPLOYEE BENEFIT PLANS, CONTINUED

The Company applies APB Opinion 25 and related Interpretations in accounting for
its plans.  Accordingly, no compensation cost has been recognized.  Had
compensation cost for the Company's stock option plan been determined based on
the fair value at the grant dates for awards under this plan consistent with the
method of SFAS No. 123, the Company's net income and earnings per share would
have been reduced to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                            1995          1996          1997
                                        ----------------------------------------
<S>                                     <C>           <C>           <C>
Net income                  As reported $ 2,868,000   $ 6,536,000   $ 6,952,000
                            Pro forma     2,707,000     6,242,000     6,340,000


Basic earnings per share    As reported        0.36          0.72          0.77
                            Pro forma          0.34          0.69          0.70

Diluted earnings per share  As reported        0.36          0.70          0.73
                            Pro forma          0.34          0.67          0.68
</TABLE>

The pro forma compensation cost was recognized for the fair value of the 
stock options granted, which was estimated using the Black-Scholes model with 
the following assumptions: expected volatility of 48%, 53% and 49% in 1995, 
1996 and 1997, respectively; risk-free interest rate of 6.8%, 6.5% and 5.8% 
for 1995, 1996 and 1997, respectively; the options will be exercised at the 
end of the exercise period and no dividends.

401(k) SAVINGS PLAN

The Company has a defined contribution 401(k) savings plan covering
substantially all its employees.  The plan provides the Company with an option
to match participants' contributions; however, no such contributions were made
by the Company during 1995, 1996 or 1997.


NOTE 10.  EARNINGS PER SHARE

The following is information about the computation of earnings per share data 
for the years ended December 31, 1996 and 1997.  For the year ended December 
31, 1995, there was no difference between the basic and diluted net income or 
weighted average shares outstanding.

<TABLE>
<CAPTION>
                                             December 31, 1996                             December 31, 1997
                                 ----------------------------------------------------------------------------------------
                                                    Shares          Net                          Shares           Net
                                    Income         (Denomi-        Income       Income          (Denomi-         Income
                                  (Numerator)       nator)       Per Share    (Numerator)        nator)        Per Share
-------------------------------------------------------------------------------------------------------------------------
<S>                              <C>               <C>          <C>          <C>                 <C>          <C>
Basic earnings per share         $  6,536,000      9,060,000    $    0.72    $  6,952,000        9,065,000    $      0.77
Effect of dilutive securities:
    Convertible, 7% subordi-
     nated notes payable            2,100,000      3,316,000                    2,498,000        3,947,000
                                 ---------------------------                 -----------------------------
Diluted earnings per share       $  8,636,000     12,376,000    $    0.70    $  9,450,000       13,012,000    $      0.73
                                 ---------------------------                 -----------------------------
                                 ---------------------------                 -----------------------------
</TABLE>

                                       43

<PAGE>

RICHEY ELECTRONICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE 10.  EARNINGS PER SHARE, CONTINUED
 
Options and warrants for common shares issuable upon exercise of employee stock
options and warrants issued in conjunction with the STI Acquisition have not
been included in the computation because their inclusion would not have
materially changed computed earnings per share.


NOTE 11. LITIGATION

The Company is subject to legal proceedings and litigation arising in the 
ordinary course of business. In the opinion of management, the results of 
these legal proceedings will not have a material adverse effect on the 
Company's financial statements.

NOTE 12.  QUARTERLY FINANCIAL DATA (UNAUDITED)

<TABLE>
<CAPTION>
                                          First Quarter           Second Quarter            Third Quarter           Fourth Quarter
                                      ---------------------------------------------------------------------------------------------
<S>                                   <C>                     <C>                       <C>                     <C>
1997
     Net sales                        $         56,794,000    $          59,346,000     $         65,091,000    $         69,005,000
     Gross profit                               14,529,000               14,662,000               16,128,000              15,270,000
     Net income                                  1,703,000                1,678,000                1,626,000               1,945,000
     Basic earnings per
          common share                                0.19                     0.19                     0.18                    0.21
     Diluted earnings per
          common share                                0.18                     0.18                     0.17                    0.20

1996
     Net sales                                  58,384,000               58,212,000               53,713,000              55,906,000
     Gross profit                               14,313,000               14,806,000               14,116,000              14,316,000
     Net income                                  1,142,000                1,735,000                1,754,000               1,905,000
     Basic earnings per
          common share                                0.13                     0.19                     0.19                    0.21
     Diluted earnings per
          common share                                0.13                     0.18                     0.18                    0.20

1995
     Net sales                                  26,596,000               28,305,000               28,803,000              33,353,000
     Gross profit                                6,513,000                6,660,000                6,931,000               7,873,000
     Net income                                    680,000                  909,000                1,070,000                 209,000
     Basic earnings per
          common share                                0.12                     0.11                     0.12                    0.02
     Diluted earnings per
          common share                                0.12                     0.11                     0.12                    0.02
</TABLE>

The earnings per share shown in the table above have all been computed using the
provisions of SFAS No. 128.

                                       44

<PAGE>

                                 Exhibit Index

<TABLE>
<CAPTION>

Exhibit
Number

          <S>     <C>
          2.1     Stock Purchase Agreement, dated November 15, 1995, among 
                  Richey Electronics, Inc., Deanco, Inc., Electrical 
                  Distribution Acquisition Company and all of the 
                  stockholders of Electrical Distribution Acquisition 
                  Company. *4* (2.1)

          2.2     First Amendment to Stock Purchase Agreement and Instrument 
                  of Joinder dated December 20, 1995 among Richey 
                  Electronics, Inc., Deanco, Inc., Electrical Distribution 
                  Acquisition Company and all of the stockholders of 
                  Electrical Distribution Acquisition Company. *4* (2.2)

          2.3     Sales Tax Indemnification Agreement dated December 20, 1995 
                  among Richey Electronics, Inc. and the stockholders of 
                  Electrical Distribution Acquisition Company identified 
                  therein. *4* (2.3)

          2.4     Share Purchase Agreement dated June 13, 1997, among Richey 
                  Electronics, Inc., SCL Electronics Ltd., Simmonds 
                  Technologies Inc. and Simmonds Capital Limited.  *13* (2.1)

          2.5     Intercompany Debt Repayment Agreement dated June 13, 1997 
                  among Simmonds Capital Limited, SCL Electronics Ltd. and 
                  Simmonds Technologies Inc.  *13* (2.2)

          3.1     Restated Certificate of Incorporation of Richey 
                  Electronics, Inc. *5* (3.1)

          3.2     Bylaws of Richey Electronics, Inc. *5* (3.2)

          4.1     Indenture between Richey Electronics, Inc. and First Trust 
                  of California, National Association, dated as of February 
                  15, 1996.  *10* (4.1)

          4.2     Registration Rights Agreement among Richey Electronics, 
                  Inc., Jefferies & Company, Inc. and Cruttenden Roth 
                  Incorporated, dated as of February 26, 1996.  *12* (4.2)

          4.3     Warrant dated June 13, 1997, to purchase common stock of 
                  Richey Electronics, Inc., expiring March 31, 2002. *13* 
                  (4.1)

          10.1    Indemnification Agreement among Barclay and Company, Inc., 
                  Brajdas Corporation, Donald I. Zimmerman and certain former 
                  shareholders of RicheyImpact Electronics, Inc. identified 
                  therein dated as of April 5, 1993. *2* (E)

          10.2    Letter re Amendment to Indemnification Agreement by Barclay 
                  and Company, Inc. and Donald I. Zimmerman, and agreed to by 
                  BRJS Investment Holding Corp., Brajdas Corporation and the 
                  other persons and entities identified therein dated April 
                  23, 1993. *1* (10.3)

          10.3    Registration Rights Agreement between Brajdas Corporation 
                  and BRJS Investment Holding Corp. dated April 2, 1993. *2* 
                  (10.4)

          10.4    Employment Agreement between William C. Cacciatore and 
                  Brajdas Corporation dated as of April 1, 1993. *1* (10.18)

          10.5    Addendum to Employment Agreement (William C. Cacciatore) 
                  dated as of February 21, 1995. *8* (10.37)

<PAGE>

          10.6    Second Addendum to Employment Agreement (William C. 
                  Cacciatore) dated as of May 17, 1995. *10* (10.31)

          10.7    Employment Agreement between Richard N. Berger and Brajdas 
                  Corporation dated as of April 1, 1993. *1* (10.20)

          10.8    Addendum to Employment Agreement (Richard N. Berger) dated 
                  as of February 21, 1995. *8* (10.39)

          10.9    Employment Agreement between Norbert W. St. John and 
                  Brajdas Corporation dated as of April 1, 1993. *1* (10.19)

          10.10   Addendum to Employment Agreement (Norbert W. St. John) 
                  dated as of February 21, 1995. *8* (10.40)

          10.11   Second Addendum to Employment Agreement (Norbert W. St. 
                  John) dated as of May 17, 1995. *10* (10.33)

          10.12   Employment Agreement between Charles W. Mann and Richey 
                  Electronics, Inc. dated as of April 1, 1995.  *12* (10.35)

          10.13   Service and Management Agreement dated December 18, 1990 by 
                  and among RicheyImpact Electronics, Inc., Palisades 
                  Associates, Inc. and Saunders Capital Group, Inc. *3* 
                  (10.2) 

          10.14   Agreement to Assume and Amend the Service and Management 
                  Agreement among Brajdas Corporation, Palisades Associates, 
                  Inc. and Saunders Capital Group, Inc. dated as of April 6, 
                  1993. *3* (10.3)

          10.15   Modification Agreement among the Company, Palisades 
                  Associates, Inc. and Saunders Capital Group, Inc. dated as 
                  of January 2, 1995. *8* (10.26)

          10.16   Modification Agreement by and between Richey Electronics, 
                  Inc. and Palisades Associates, Inc. dated as of February 
                  21, 1995. *8* (10.41)

          10.17   1993 Stock Appreciation Rights Plan. *6* (A)

          10.18   Amended and Restated 1992 Stock Option Plan. *14* (A)

          10.19   Form of Incentive Stock Option Agreement. *8* (10.36)

          10.20   Lease between Principal Mutual Life Insurance Company and 
                  Richey Electronics, Inc. for lease of premises at 7441 
                  Lincoln Way, Garden Grove, California. *8* (10.32)

          10.21   Amendment to Lease dated September 2, 1997, amending the 
                  Lease Agreement dated December 2, 1994, between Richey 
                  Electronics, Inc., and Principal Mutual Life Insurance 
                  Company for leasing premises at 7441 Lincoln Way, Garden 
                  Grove, California.  *15* (10.1).

          10.22   Standard Sublease dated September 3, 1997, between Richey 
                  Electronics, Inc., and Corning OCA Corporation for sublease 
                  of premises at 7441 Lincoln Way, Garden Grove, California. 
                  *15* (10.2).

          10.23   Lease between Wychrest Estates Inc. and Simmonds 
                  Technologies Inc. (as assignee of Simmonds Communications 
                  Ltd.) for lease of premises at 580 Granite Court, 
                  Pickering, Ontario.  *16* (10.2)

<PAGE>

          10.24   Lease Contract No. 002506 dated September 12, 1996, between 
                  CIBC Equipment Finance Limited and Simmonds Technologies 
                  Inc. *16* (10.3)

          10.25   Lease between M&M Enterprises, a California General 
                  Partnership and Richey Electronics, Inc. for lease of 
                  premises at 10871 La Tuna Canyon Road, Sun Valley, 
                  California. *8* (10.33)

          10.26   Lease between Hownat Trust and Deanco, Inc. for lease of 
                  premises at 87 Concord Street, North Reading, 
                  Massachusetts, Boston Massachusetts. *10* (10.21)

          10.27   Lease between Murray Center Venture and Deanco ACA 
                  Manufacturing, Inc. for lease of premises at Building 1, 
                  Murray Business Center, 3601 SW Murray Blvd., Beaverton, 
                  Oregon 97201.  *10* (10.25) 

          10.28   Lease Agreement between Fujita California Partners III and 
                  Deanco, Inc., Acacia Division, for premises at 3230 Scott 
                  Boulevard, Santa Clara, California.  *17* (10.28)

          10.29   Loan Agreement dated as of December 20, 1995 among Richey 
                  Electronics, Inc., the banks named therein and First 
                  Interstate Bank of California, as Agent.  *4* (10.1)

          10.30   First Amendment to the Loan Agreement dated as of February 
                  26, 1996 among Richey Electronics, Inc., the banks named 
                  therein and First Interstate Bank of California, as Agent. 
                  *10* (10.30)

          21.1    Subsidiaries of Richey Electronics, Inc. 

          23.1    Consent of McGladrey & Pullen, LLP

          23.2    Consent of McGladrey & Pullen, LLP

          27.1    Financial Data Schedule

--------------------------

          *1*     Incorporated by reference to the designated exhibit of the 
                  Annual Report on Form 10-K for Brajdas Corporation for the 
                  fiscal year ended February 28, 1993, filed May 28, 1993.

          *2*     Incorporated by reference to the designated exhibit of the 
                  Statement on Schedule 13D filed on behalf of BRJS 
                  Investment Holding Corp., C. Don Alverson, William C. 
                  Cacciatore, Greg A. Rosenbaum and Norbert W. St. John with 
                  the Commission on April 20, 1993.

          *3*     Incorporated by reference to the designated exhibit of the 
                  Transition Report on Form 10-Q for Brajdas Corporation for 
                  the period from January 1, 1993 through July 2, 1993, filed 
                  August 4, 1993.

          *4*     Incorporated by reference to the designated exhibit of Form 
                  8-K for Richey Electronics, Inc. dated December 20, 1995, 
                  filed January 3, 1996.

          *5*     Incorporated by reference to the designated exhibit of the 
                  Registration Statement on Form S-1, filed January 7, 1994, 
                  Registration No. 33-73916.

          *6*     Incorporated by reference to the designated exhibit of the 
                  definitive proxy statement for the 1993 Annual Meeting of 
                  Stockholders, filed July 13, 1993.

          *7*     Incorporated by reference to the designated exhibit of the 
                  Form 8-K for Brajdas Corporation dated July 7, 1993, filed 
                  July 13, 1993.

<PAGE>

          *8*     Incorporated by reference to the designated exhibit of the 
                  Registration Statement on Form S-2, filed February 23, 
                  1995, Registration Statement No. 33-89690.

          *9*     Incorporated by reference to the designated exhibit of the 
                  Quarterly report on Form 10-Q for Richey Electronics, Inc. 
                  for the period ending March 31, 1995, filed May 15, 1995.

          *10*    Incorporated by reference to the designated exhibit of the 
                  Annual Report on Form 10-K for the Company for the fiscal 
                  year ended December 31, 1995, filed April 1, 1996.

          *11*    Incorporated by reference to the designated exhibit of the 
                  Quarterly Report on Form 10-Q for Richey Electronics, Inc. 
                  for the period ending June 28, 1996, filed August 12, 1996.

          *12*    Incorporated by reference to the designated exhibit of the 
                  Registration Statement on Form S-2, filed April 26, 1996, 
                  Registration No. 333-02983.

          *13*    Incorporated by reference to the designated exhibit of the 
                  Current Report on Form 8-K for Richey Electronics, Inc. 
                  filed June 26, 1997.

          *14*    Incorporated by reference to the designated exhibit of the 
                  definitive Proxy Statement for the 1997 Annual Meeting of 
                  Stockholders filed March 21, 1997.

          *15*    Incorporated by reference to the designated exhibit of the 
                  Quarterly Report on Form 10-Q for Richey Electronics, Inc. 
                  for the period ending September 26, 1997, filed November 7, 
                  1997.

          *16*    Incorporated by reference to the designated exhibit of the 
                  Quarterly Report on Form 10-Q for Richey Electronics, Inc. 
                  for the period ending June 27, 1997, filed August 8, 1997.

          *17*    Incorporated by reference to the designated exhibit of the 
                  Annual Report on Form 10-K for the Company for the fiscal 
                  year ended December 31, 1996, filed March 21, 1997.

</TABLE>