<PAGE>


                                      FORM 10-Q
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                           



[X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF 
          THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 27, 1996

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 Identification
of incorporation or organization)            No.)

               7441 Lincoln Way, Garden Grove, California     92641     
                -----------------------------------------------------------
               (Address of Principal Executive Office)      (Zip Code)

                                 (714) 898-8288                          
               -------------------------------------------------------------
                 (Registrant's Telephone Number, including Area Code)

          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
                                                                    ---   ---

          As of November 5, 1996, 9,062,685 shares of the registrant's Common 
Stock, $0.001 par value, were issued and outstanding.

<PAGE>



                            PART I - FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS.

                               RICHEY ELECTRONICS, INC.
                               CONDENSED BALANCE SHEETS
                                     (UNAUDITED)

                                                  September 27,   December 31,
                                                      1996            1995
                                                  --------------  -------------
 ASSETS

 CURRENT ASSETS
     Cash                                         $       31,000  $     572,000
     Trade receivables                                27,232,000     25,622,000
     Inventories                                      37,817,000     31,450,000
     Deferred income taxes                             3,948,000      3,948,000
     Other current assets                              1,008,000      1,481,000
                                                  --------------  -------------
          Total current assets                    $   70,036,000  $  63,073,000
                                                  --------------  -------------
 LEASEHOLD IMPROVEMENTS, EQUIPMENT
     FURNITURE AND FIXTURES, net                  $    3,673,000  $   3,469,000
                                                  --------------  -------------
 OTHER ASSETS AND INTANGIBLES
     Deferred income taxes                        $    3,825,000  $   4,979,000
     Deferred debt costs                               2,764,000        500,000
     Other                                               561,000        661,000
     Goodwill                                         47,561,000     46,259,000
                                                  --------------  -------------
                                                  $   54,711,000  $  52,399,000
                                                  --------------  -------------
                                                  $  128,420,000  $ 118,941,000
                                                  --------------  -------------
                                                  --------------  -------------
 LIABILITIES AND STOCKHOLDERS' EQUITY
 CURRENT LIABILITIES
     Current maturities of long-term debt         $      263,000  $     835,000
     Accounts payable                                 20,838,000     18,250,000
     Accrued expenses                                  4,497,000      6,088,000
     Accrued restructuring costs                       1,127,000      3,824,000
                                                  --------------  -------------
          Total current liabilities               $   26,725,000  $  28,997,000
                                                  --------------  -------------
 ACCRUED RESTRUCTURING COSTS                      $      900,000  $     900,000
                                                  --------------  -------------
 
 LONG-TERM DEBT
     Subordinated notes payable                   $    2,958,000  $   2,982,000
     Convertible subordinated notes payable           55,755,000              -
     Other long-term debt                             10,034,000     58,670,000
                                                  --------------  -------------
                                                  $   68,747,000  $  61,652,000
                                                  --------------  -------------

 STOCKHOLDERS' EQUITY
     Preferred Stock                                           -              -
     Common Stock                                          9,000          9,000
     Additional paid-in-capital                       21,001,000     20,976,000
     Retained earnings                                11,038,000      6,407,000
                                                  --------------  -------------
          Total stockholders' equity              $   32,048,000  $  27,392,000
                                                  --------------  -------------
                                                  $  128,420,000  $ 118,941,000
                                                  --------------  -------------
                                                  --------------  -------------


                      SEE NOTES TO CONDENSED FINANCIAL STATEMENTS

                                          2
<PAGE>

                               RICHEY ELECTRONICS, INC.
                          CONDENSED STATEMENTS OF OPERATIONS
                                     (UNAUDITED)
                                       

<TABLE>
<CAPTION>

                                     Quarter Ended                  Nine Months Ended
                              ----------------------------    ---------------------------
                              September 27,   September 29    September 27   September 29
                                   1996            1995           1996           1995
                              -------------   ------------    ------------   ------------
<S>                           <C>             <C>             <C>            <C>
Net Sales                      $53,713,000     $28,803,000    $170,309,000   $83,704,000
  
Cost of Goods Sold              39,597,000      21,872,000     127,074,000    63,600,000
                              -------------   ------------    ------------   ------------
  
Gross Profit                   $14,116,000     $ 6,931,000    $ 43,235,000   $20,104,000
                              -------------   ------------    ------------   ------------

Operating expenses
  Selling, warehouse, 
  general, and
  administrative               $ 9,298,000     $ 4,957,000    $ 30,284,000   $14,658,000
Amortization of intangibles        369,000         107,000       1,072,000       317,000
                              -------------   ------------    ------------   ------------
                               $ 9,667,000     $ 5,064,000    $ 31,356,000   $14,975,000
                              -------------   ------------    ------------   ------------
  
  Operating income             $ 4,449,000     $ 1,867,000    $ 11,879,000   $ 5,129,000
Interest Expense                 1,519,000          80,000       4,150,000       687,000
                              -------------   ------------    ------------   ------------

  Income before income taxes   $ 2,930,000     $ 1,787,000    $  7,729,000   $ 4,442,000

Federal and state income taxes   1,176,000         717,000       3,098,000     1,783,000
                              -------------   ------------    ------------   ------------

  Net income                   $ 1,754,000     $ 1,070,000    $  4,631,000   $ 2,659,000
                              -------------   ------------    ------------   ------------
                              -------------   ------------    ------------   ------------

  Earnings per Share
       Primary                       $0.19           $0.12           $0.51         $0.35    
                              -------------   ------------    ------------   ------------
                              -------------   ------------    ------------   ------------
       Fully Diluted                 $0.18           $0.12           $0.50         $0.35    
                              -------------   ------------    ------------   ------------
                              -------------   ------------    ------------   ------------

  Weighted Average number of shares
  outstanding
       Primary                    9,063,000      9,054,000       9,059,000      7,688,000
                              -------------   ------------    ------------   ------------
                              -------------   ------------    ------------   ------------
       Fully Diluted             13,010,000      9,054,000      12,153,000      7,688,000
                              -------------   ------------    ------------   ------------
                              -------------   ------------    ------------   ------------
</TABLE>


                      SEE NOTES TO CONDENSED FINANCIAL STATEMENTS

                                       3

<PAGE>
                            RICHEY ELECTRONICS, INC.
                        CONDENSED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
                                       
<TABLE>
<CAPTION> 
                                                                     Nine Months Ended
                                                              -----------------------------
                                                               September 27,   September 29,
                                                                   1996            1995
                                                              --------------  -------------
<S>                                                           <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                    $ 4,631,000     $ 2,659,000
Adjustments to reconcile net income to net cash
   provided by (used in) operating activities:
   Depreciation and amortization                                2,325,000         636,000
   Deferred income taxes                                        1,154,000         991,000
   Changes in operating assets and liabilities:
     (Increase) in trade receivables                             (215,000)     (2,563,000)
     (Increase) in inventories                                 (5,589,000)     (2,032,000)
     Decrease in other assets                                     460,000         115,000
     (Decrease) in accounts payable   
        and accrued expenses                                     (291,000)       (889,000)
                                                              --------------  -------------
    Net cash provided by (used in) operating activities       $ 2,475,000     ($1,083,000)
                                                              --------------  -------------
 
CASH FLOWS (USED IN) INVESTING ACTIVITIES
    Purchase of leasehold improvements and equipment          ($1,005,000)      ($722,000)
    Payment of acquisition and restructuring costs             (5,892,000)     (1,261,000)
                                                              --------------  -------------
      Net cash (used in) investing activities                 ($6,897,000)    ($1,983,000)
                                                              --------------  -------------
 
CASH FLOWS FROM FINANCING ACTIVITIES
    Net advances on short-term revolving line of credit                 -     ($5,712,000)
    Payments on long-term revolving line of credit            ($8,361,000)              -
    Payments on long-term debt                                (40,871,000)     (5,194,000)
    Proceeds from issuance of convertible debt                 55,755,000               -
    Transaction costs associated with refinancing activities   (2,667,000)       (466,000)
    Proceeds from issuance of common stock                         25,000      16,205,000
                                                              --------------  -------------
      Net cash provided by financing activities               $ 3,881,000     $ 4,833,000
                                                              --------------  -------------
      Increase (decrease) in cash                               ($541,000)    $ 1,767,000
 
CASH 
    Beginning                                                 $   572,000     $     9,000
                                                              --------------  -------------
    Ending                                                    $    31,000     $ 1,776,000
                                                              --------------  -------------
                                                              --------------  -------------


</TABLE>
                                  SEE NOTES TO CONDENSED FINANCIAL STATEMENTS

                                                 4

<PAGE>

                                         RICHEY ELECTRONICS, INC.
                             CONDENSED STATEMENTS OF CASH FLOWS, CONTINUED
                                              (UNAUDITED)

<TABLE>
<CAPTION> 
                                                                     Nine Months Ended
                                                              -----------------------------
                                                               September 27,   September 29,
                                                                   1996            1995
                                                              --------------  -------------
<S>                                                           <C>             <C>
SUPPLEMENTAL DISCLOSURE OF CASH
     FLOW INFORMATION
Cash Payments For:
  Interest                                                    $ 3,479,000     $   983,000
                                                              ==============  =============
  Income taxes                                                $   349,000     $   573,000
                                                              ==============  =============

SUPPLEMENTAL SCHEDULE OF NONCASH
     INVESTING AND FINANCING ACTIVITIES

Acquisition of MS Electronics:
   Working capital acquired                                   $   888,000
   Fair market value of other assets acquired
    including goodwill                                          2,231,000
                                                              --------------  
   Purchase price and related transaction costs               $ 3,119,000
                                                              ==============
 
Acquisition of Inland Empire Interconnects:
    Working capital acquired                                                  $   156,000
    Fair market value of equipment acquired                                       520,000
    Fair market value of other assets acquired including goodwill                 711,000
                                                                              -------------
    Purchase price and related transaction costs                              $ 1,387,000
                                                                              =============
</TABLE>


                      SEE NOTES TO CONDENSED FINANCIAL STATEMENTS

                                         5

<PAGE>

                                                 RICHEY ELECTRONICS, INC.
                                     CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
                                         NINE MONTHS ENDED SEPTEMBER 27, 1996
                                                      (UNAUDITED)


<TABLE>
<CAPTION>

                                                               Common Stock
                                                  ----------------------------------------
                                                                                Additional
                                     Preferred       Shares                       paid-in      Retained
                                       Stock       Outstanding     Par Value      Capital      Earnings       Total
                                    -----------   -------------   -----------  ------------   ----------   -----------
<S>                                 <C>           <C>             <C>          <C>            <C>          <C>
Balance, December 31, 1995                    -       9,054,000        $9,000   $20,976,000   $6,407,000   $27,392,000
     Stock issued for options &               -           9,000             -        25,000            -        25,000
      other
     Net income                               -               -             -             -     4,631,000    4,631,000
                                    -----------   -------------   -----------  ------------   -----------  -----------
Balance, September 27, 1996                   -       9,063,000        $9,000   $21,001,000   $11,038,000  $32,048,000
                                    ===========   =============   ===========  ============   ===========  ===========
</TABLE>



                      SEE NOTES TO CONDENSED FINANCIAL STATEMENTS

                                       6

<PAGE>
                             RICHEY ELECTRONICS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                                       
NOTE 1.   NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS

     Richey Electronics, Inc. is a specialty distributor of electronic 
components and a provider of related 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 
components used in the assembly and manufacturing of electronic equipment.  
Richey Electronics also provides a wide variety of value-added assembly 
services.  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 original equipment 
manufacturers.

SIGNIFICANT ACCOUNTING POLICIES

     The accompanying unaudited financial statements have been prepared in 
accordance with generally accepted accounting principles for interim 
financial information and with the instructions to Form 10-Q and Article 10 
of Regulation S-X.  Accordingly, they do not include all of the information 
and footnotes required by generally accepted accounting principles for 
complete financial statements. In management's opinion, the accompanying 
financial statements reflect all material adjustments, consisting of only 
normal and recurring adjustments, necessary for a fair statement of the 
results for the interim periods presented.  The results for the interim 
periods ended September 27, 1996 and September 29, 1995 are not necessarily 
indicative of the results which will be reported for the entire year.

     EARNINGS PER SHARE

     The weighted average number of shares used for computing fully diluted 
earnings per share assumes that the 7% Convertible Subordinated Notes due 
2006 (the "Notes") which were sold by the Company in the first quarter of 
1996 through a private offering (the "Note Offering") are converted at 
$14.125 per share on the date they were issued.  The Notes are not common 
stock equivalents and, therefore, are not considered in determining the 
primary weighted average number of shares.  Net income used in computing 
fully diluted earnings per share is increased for the interest expense, net 
of tax, associated with the Notes.

                                       7

<PAGE>
                            RICHEY ELECTRONICS, INC.
              NOTES TO CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
                                  (UNAUDITED)
                                       
     INCOME TAXES

     Income tax expense in these interim financial statements is recorded 
based upon the Company's expected annual effective income tax rate.

     For further information, refer to the audited financial statements of 
the Company and notes thereto for the year ended December 31, 1995, included 
in the Company's Annual Report on Form 10-K.

NOTE 2.  BUSINESS COMBINATIONS  

INLAND EMPIRE INTERCONNECTS

     On August 16, 1995, the Company completed the purchase (the "IEI 
Acquisition") of the assets and business of Inland Empire Interconnects 
("IEI"), an Ontario, California cable assembly company specializing in molded 
interconnect products.  The IEI Acquisition was accounted for as a purchase.  
The results of operations of IEI subsequent to the date of the IEI 
Acquisition are included in the Company's financial statements.

EDAC AND SUBSIDIARY (DEANCO ACQUISITION)

     On December 20, 1995, the Company completed the purchase (the "Deanco 
Acquisition") of all the issued and outstanding capital stock of Electrical 
Distribution Acquisition Company ("EDAC") and its wholly owned subsidiary, 
Deanco, Inc. ("Deanco").  The Deanco Acquisition was accounted for as a 
purchase.  The results of operations of Deanco subsequent to the date of the 
Deanco Acquisition are included in the Company's financial statements.

     In connection with the Deanco Acquisition, the Company has consolidated 
facilities and eliminated significant redundant administrative costs.  As 
part of the consolidation, the Company has closed certain of its own 
facilities and incurred other integration costs.  During the fourth quarter 
of 1995, the Company recognized a restructuring charge of $1,450,000.  During 
the nine-month period ended September 27, 1996, $1,250,000 of these 
restructuring costs were paid.  No adjustments were made to the original 
estimates of this restructuring charge.

     Also in connection with the Deanco Acquisition, the Company accrued 
restructuring costs of $3,100,000 relating to the consolidation of Deanco's 
operations into the Company.

                                       8

<PAGE>
                            RICHEY ELECTRONICS, INC.
              NOTES TO CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
                                  (UNAUDITED)
                                       
Those costs were recorded as a purchase accounting adjustment, resulting in 
an increase in goodwill in the preliminary purchase price allocation.  The 
preliminary allocation of the Deanco purchase price will be finalized when 
all final costs are established.  No adjustments were made to the original 
estimates of these restructuring costs. At September 27, 1996, $1,523,000 of 
these costs have been paid.  

     The Company merged EDAC into the Company in January 1996 and merged 
Deanco into the Company in October 1996.

MS ELECTRONICS

     On March 19, 1996, the Company completed the acquisition (the "MS 
Acquisition") of the assets and business of MS Electronics, Inc. ("MS 
Electronics").  MS Electronics specializes in the distribution of 
interconnect, electromechanical and passive electronic components and 
provides value-added assembly services in the Baltimore/Washington 
marketplace.  The MS Acquisition was accounted for as a purchase.  The 
purchase price and related transaction costs, including the assumption of MS 
Electronics' debt of $525,000, were approximately $3,119,000 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 $2,176,000 to cost in excess of net assets of business acquired 
(goodwill to be amortized over 15 years).  The results of operations of MS 
Electronics subsequent to the date of the MS Acquisition are included in the 
Company's financial statements.

                                       9

<PAGE>
                            RICHEY ELECTRONICS, INC.
              NOTES TO CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
                                  (UNAUDITED)
                                       
PRO FORMA FINANCIAL INFORMATION

     The following pro forma results of continuing operations assume that the 
Deanco Acquisition (which occurred on December 20, 1995) had occurred on 
January 1, 1995, after giving effect to certain adjustments including 
amortization of acquired intangibles and goodwill, elimination of duplicate 
facilities and redundant salaries, interest expense and related tax effects.

                             Quarter Ended           Nine Months Ended
                           September 29, 1995        September 29, 1995
                           ------------------        ------------------
Net sales                     $ 54,096,000             $ 161,610,000
Net income                    $  1,532,000             $   3,871,000
Earnings per share            $        .17             $         .50
Weighted average number
of shares outstanding            9,054,000                 7,688,000

     The IEI and MS Electronics Acquisitions would not have materially 
changed pro forma net sales or net income.  This pro forma financial 
information does not purport to be indicative of the results of operations 
that would have occurred had the Deanco Acquisition actually taken place at 
the beginning of 1995.

                                       10

<PAGE>
                            RICHEY ELECTRONICS, INC.
              NOTES TO CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
                                  (UNAUDITED)
                                       
NOTE 3.   PUBLIC COMMON STOCK OFFERING, PRIVATE CONVERTIBLE DEBT OFFERING, 
          STOCK OPTIONS AND NET OPERATING LOSS CARRYFORWARDS

PUBLIC COMMON STOCK OFFERING

     In the second quarter of 1995, the Company issued 3,165,000 shares of 
its common stock in a secondary offering.  The net proceeds to the Company 
from that offering were approximately $15,700,000.  The Company used the net 
proceeds to reduce the Company's existing indebtedness.

PRIVATE CONVERTIBLE DEBT OFFERING

     In the first quarter of 1996, the Company sold through the Note Offering 
$55,755,000 aggregate principal amount of its 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 
adjustment).  The Company has filed a shelf registration statement with the 
Securities and Exchange Commission to register resales of the Notes and the 
common stock issuable upon conversion.  This registration statement became 
effective on June 7, 1996.  The net proceeds from the Note Offering were 
approximately $53,600,000 and were used to repay the Company's $30,000,000 
term loan and to pay down its revolving line of credit.

STOCK OPTIONS

     The Company has a stock option plan adopted in 1992.  The options 
granted vest at a rate of 25% per year over a four-year period and, in 
general, expire ten years from the date of grant.  The options granted were 
granted at fair market value at the date of grant.  Total options authorized 
for grant are 905,432, of which 628,371 have been granted as of September 27, 
1996.  During the nine months ended September 27, 1996, 135,300 options were 
granted at average prices of $9.50 to $11.00, 8,360 options were exercised, 
and 7,363 options expired and became available again for grant.  As of 
September 27, 1996, 284,424 options were available for grant.

                                       11

<PAGE>
                            RICHEY ELECTRONICS, INC.
              NOTES TO CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
                                  (UNAUDITED)
                                       
NET OPERATING LOSS CARRYFORWARDS

     As of December 31, 1995, the Company had net operating loss 
carryforwards ("NOLs") with the following expiration dates:

       Expiration Date             Federal       California
       ---------------           -----------    ------------
          1998 . . . . . . . . . $         -     $144,000
          1999 . . . . . . . . .     600,000      269,000
          2000 . . . . . . . . .     490,000            -
          2005 . . . . . . . . .   2,000,000            -
          2006 . . . . . . . . .   2,222,000            -
          2007 . . . . . . . . .   9,673,000            -
          2008 . . . . . . . . .   2,588,000            -
          2009 . . . . . . . . .     771,000            -
                                 -----------    ------------
                                 $18,344,000     $413,000
                                 ===========    ============

     Section 382 of the Internal Revenue Code of 1986, as amended and the 
related regulations and California law impose certain limitations on a 
corporation's ability to use NOLs if more than a 50% ownership change occurs. 
The Company's issuance of additional common stock in 1995, together with the 
1993 merger of RicheyImpact Electronics, Inc. and Brajdas Corporation, 
constitute a more than 50% ownership change.  As a result, the usage of the 
NOLs is restricted to approximately $5,000,000 on an annual basis. 

                                       12

<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
          RESULTS OF OPERATIONS.

                                       
                             SUMMARY OF SELECTED DATA
                                  (UNAUDITED)

     The following table sets forth certain items in the statements of 
operations as a percent of net sales for periods shown and additional items 
of a statistical nature.

<TABLE>
<CAPTION>
                                                     Quarter Ended        Nine Months Ended
                                                 ---------------------  ---------------------
                                                 Sept. 27,   Sept. 29,  Sept. 27   Sept. 29
                                                   1996        1995       1996      1995
                                                 ---------   --------   --------   --------
<S>                                              <C>         <C>        <C>        <C>
Statements of Operations Data:
------------------------------
Net Sales . . . . . . . . . . . . . . . . . . .   100.0%       100.0%     100.0%    100.0%
Cost of Goods Sold  . . . . . . . . . . . . . .    73.7         75.9       74.6      76.0
                                                 ---------   --------   --------   --------
         Gross Profit . . . . . . . . . . . . .    26.3         24.1       25.4      24.0
                                                 ---------   --------   --------   --------
Selling, warehouse, general & administrative  .    17.3         17.2       17.8      17.5
Amortization of intangibles . . . . . . . . . .     0.7          0.4        0.6       0.4
                                                 ---------   --------   --------   --------
         Operating Income . . . . . . . . . . .     8.3          6.5        7.0       6.1
Interest Expense  . . . . . . . . . . . . . . .     2.8          0.3        2.5       0.8
                                                 ---------   --------   --------   --------
         Income before income taxes . . . . . .     5.5          6.2        4.5       5.3
Federal and state income taxes  . . . . . . . .     2.2          2.5        1.8       2.1
                                                 ---------   --------   --------   --------
Net Income  . . . . . . . . . . . . . . . . . .     3.3%         3.7%       2.7%      3.2%
                                                 =========   ========   ========   ========
</TABLE>

<TABLE>
<CAPTION>

                                                      Sept. 27,    June 28,    March 29,    Dec. 31,    Sept. 29,
                                                        1996         1996        1996         1995        1995
                                                      ---------    --------    ---------    --------    ---------
<S>                                                   <C>          <C>         <C>          <C>         <C>
Balance Sheet Data:
-------------------
Total assets (000) . . . . . . . . . . . . . . . . .  $128,420     $129,828    $128,099     $118,941    $42,332
Working capital (000)  . . . . . . . . . . . . . . .  $ 43,311     $ 41,221    $ 39,717     $ 34,076    $19,996
Ratio of current assets to current liabilities . . .       2.6          2.4         2.4          2.2        2.3
Short-term debt (000)  . . . . . . . . . . . . . . .  $    263     $    219    $    136     $    835    $ 3,131
Subordinated notes payable (000) . . . . . . . . . .  $  2,958     $  2,956    $  2,982     $  2,982    $     0
Convertible subordinated notes payable (000) . . . .  $ 55,755     $ 55,755    $ 55,755     $      0    $     0
Other long-term debt (000) . . . . . . . . . . . . .  $ 10,034     $ 10,546    $ 11,377     $ 58,670    $     0
Inventory turnover . . . . . . . . . . . . . . . . .       4.2          4.9         5.2          5.0        5.0
Days sales outstanding in accounts receivable  . . .      46.1         46.4        45.7         41.8       45.0
Stockholders' equity (000) . . . . . . . . . . . . .  $ 32,048     $ 30,288    $ 28,555     $ 27,392    $27,183

</TABLE>

                                       13

<PAGE>

RESULTS OF OPERATIONS

     Net income for the third quarter of 1996 was $1,754,000 compared with 
net income of $1,070,000 for the third quarter of 1995, an increase of 
$684,000 or 64%.  For the third quarter of 1996, earnings per share increased 
to $0.18 based on fully diluted weighted average number of shares outstanding 
of 13,010,000, up from $0.12 per share for the third quarter of 1995, based 
on weighted average number of shares outstanding of 9,054,000.  Net income 
for the nine-month period ended September 27, 1996 was $4,631,000 ($0.50 per 
share, fully diluted) compared with $2,659,000 ($0.35 per share) for the 
corresponding period in 1995, an increase of 74%.

     Net sales for the quarter ended September 27, 1996 rose to $53,713,000 
from $28,803,000 for the quarter ended September 29, 1995, an increase of 
86%.  Net sales for the first nine months of 1996 were $170,309,000 compared 
to net sales of $83,704,000 for the same period in 1995, an increase of 103%. 
Net sales of electronic components increased to $36,454,000 in the third 
quarter of 1996 from $20,523,000 in the third quarter of 1995, an increase of 
78%.  Net sales of value-added assembly services increased to $17,259,000 for 
the third quarter of 1996 from $8,280,000 for the corresponding period of 
1995, an increase of 108%.  Component and value-added sales increased as a 
result of acquisitions and an increase in product offerings due to new 
franchises and expanded geographic coverage of existing franchises.  Pro 
forma for the Deanco Acquisition, net sales would have been $54,096,000 for 
the third quarter of 1995 and $161,610,000 for the first nine months of 1995.

          Net sales for the third quarter of 1996 declined 8% as compared to 
net sales for the second quarter of 1996.  The decline was a result of poor 
industry-wide market conditions, reflected by decreases in incoming orders 
and order quantities from the Company's component distribution customers and 
decreases in their inventory stocking levels.  Sales of value-added assembly 
services remained strong in the third quarter, as customers continued to look 
to distribution to outsource their assembly requirements.  Stronger gross 
margins, expense controls in light of market conditions and operating 
leverage from acquisition integrations resulted in a 1% increase in net 
income for the third quarter compared to the second quarter, despite the 
decline in net sales.

          During the third quarter of 1996, the Company decided to 
discontinue its representation of AMP in the component distribution market, 
effective January 1, 1997.  The decision was made in response to new polices 
of AMP which would have required the Company to discontinue its 
representation of certain competitors of AMP.  The distribution of AMP 
interconnect products represents approximately 3.5% of the Company's net 
sales.  Management expects to replace a significant part of these sales by 
substituting interconnect products of other suppliers.  AMP will continue as 
a supplier of the Company's value-added services business.

     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

                                       14

<PAGE>

electronics distribution industry.  Order backlog at September 27, 1996 was 
$51,000,000, up from $30,300,000 at September 29, 1995 and down from 
$53,000,000 at December 31, 1995.  The reduction of $2,000,000 in order 
backlog in the first nine months of 1996 is attributable to conforming 
Deanco's December 31, 1995 order backlog to Company policies and the decline 
in business activity in the third quarter.

     Gross profit margin for the first nine months of 1996 was 25.4% compared 
to gross profit margin of 24.0% for the first nine months of 1995.  Gross 
profit margin for the third quarter of 1996 was 26.3%, an improvement from 
24.5% in the first quarter of 1996 and 25.4% in the second quarter of 1996.  
The gross profit margin for the third quarter of 1996 rose by 2.2% from 
margins achieved in the third quarter of 1995.  Growth in the Company's 
higher margin, value-added services business contributed to higher gross 
margins.  In addition, there was an increased percentage of component orders 
to be shipped in under 30 days which typically have higher margins than 
orders with longer shipment schedules.  

     Operating expenses for the quarter ended September 27, 1996 increased to 
$9,667,000 from $5,064,000 for the corresponding period in 1995 due primarily 
to acquisitions.  As a percentage of net sales, operating expenses increased 
0.4% for the quarter ended September 27, 1996 compared to the same period in 
1995, of which 0.3% was attributable to the amortization of intangibles 
associated with the Deanco Acquisition.  Operating expenses for the first 
nine months of 1996 increased to $31,356,000 from $14,975,000 for the first 
nine months of 1995.  Operating expenses, as a percentage of net sales, were 
18.4% for the first nine months of 1996 and 17.9% for the corresponding 
period in 1995.  This increase in expenses as a percentage of sales was 
primarily 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 few months of 1996 the Company realized only a portion of the 
expected costs 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 a $900,000 reduction in operating 
expenses for the third quarter from the second quarter of 1996.

     Interest expense for the third quarter of 1996 was $1,519,000 as 
compared with $80,000 for the third quarter of 1995.  The increase in 
interest expense was primarily due to the Company's financing activities 
relating to acquisitions.

     Federal and state income tax expense increased to $1,176,000 (40% 
effective rate) for the quarter ended September 27, 1996 from $717,000 (40% 
effective rate) for the corresponding period of 1995.  This increase was 
proportional to the increase in pre-tax earnings for the quarter.  See Note 3 
of Notes to Condensed Financial Statements for further discussion of income 
tax matters. 

                                       15

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     In the first quarter of 1996, the Company sold, through a private 
offering, $55,755,000 aggregate principal amount of its 7% Convertible 
Subordinated Notes due 2006.  The net proceeds from the Note Offering were 
approximately $53,600,000 and were used to repay the Company's $30,000,000 
term loan and to pay down its revolving line of credit.  See Note 3 of Notes 
to Condensed Financial Statements.

          The Company currently maintains with Wells Fargo Bank, N.A., as 
successor to First Interstate Bank of California, a $45 million revolving 
line of credit.  As of September 27, 1996, the Company had outstanding 
borrowings under this revolving line of credit of $10,000,000 and additional 
borrowing capacity of $31,000,000.

          Working capital increased to $43,311,000 on September 27, 1996 from 
$34,076,000 on December 31, 1995, an increase of $9,235,000.  During the 
first nine months of 1996, the Company generated $14,204,000 of earnings 
before interest, income taxes, depreciation and amortization ("EBITDA") as 
compared to EBITDA of $5,765,000 for the first nine months of 1995, an 
increase of 146%.

          During the first nine months of 1996, operating activities 
generated $8,570,000 in cash from net income, depreciation, amortization, 
deferred income taxes and decreases in other assets.  During the same period, 
the Company invested $215,000 in receivables, $5,589,000 in inventories and 
$291,000 in accounts payable and accrued expenses.  Thus, operating 
activities for the first nine months of 1996 provided net cash of $2,475,000, 
as compared to net cash of $1,083,000 used in operating activities for the 
first nine months of 1995.  During the first nine months of 1996, the Company 
used an additional $6,897,000 of cash for investing activities, including 
$1,005,000 for capital expenditures, $3,119,000 for acquisition costs 
relating to the MS Acquisition and $2,773,000 for payment of restructuring 
costs accrued in connection with the Deanco Acquisition.  See Note 2 of Notes 
to Condensed Financial Statements.  This use of cash was financed by 
borrowings.

     For the quarter ended September 27, 1996, inventory turnover was 4.2x 
compared to 4.9x for the quarter ended June 28, 1996 and 5.0x for the quarter 
ended December 31, 1995.  The inventory turnover of 4.2x for the third 
quarter of 1996 is below the Company's current target for inventory turnover 
and was primarily due to component distribution customers decreasing their 
inventory stocking levels and suppliers rescheduling their shipments in 
response to changes in market conditions during the third quarter.  The 
Company has implemented programs to adjust inventory levels to the changes in 
demand.

     Days sales outstanding were 46.1 days at September 27, 1996 compared to 
46.4 days at June 28, 1996 and 41.8 days at December 31, 1995.  This increase 
in the number of days outstanding is due primarily to the fact that Deanco's 
days outstanding were historically higher than those of the Company.  
Management is taking steps to improve the receivables days outstanding.

                                       16

<PAGE>

     The Company does not anticipate that the adoption of any of the recently 
issued FASB statements will have a material impact on the Company's financial 
statements.

                                       17

<PAGE>

                                       PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS.

          None.

ITEM 2.   CHANGES IN SECURITIES.

          None.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.

          None.
          
ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

          None.

ITEM 5.   OTHER INFORMATION.

          None.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

          (a)  Exhibits required by Item 601 of Regulation S-K.

          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 (Incorporated 
               by reference from the Current Report on Form 8-K for Richey 
               Electronics, Inc. dated December 20, 1995, filed January 3, 
               1996 as exhibit 2.1 thereof).

          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 (Incorporated by reference from the 
               Current Report on Form 8-K for Richey Electronics, Inc. dated 
               December 20, 1995, filed January 3, 1996 as exhibit 2.2 
               thereof).

          2.3  Sales Tax Indemnification Agreement dated December 20, 1995 
               among Richey Electronics, Inc. and the stockholders of 
               Electrical Distribution Acquisition Company identified therein 
               (Incorporated by reference from

                                       18

<PAGE>

               the Current Report on Form 8-K for Richey Electronics, 
               Inc. dated December 20, 1995, filed January 3, 1996 as exhibit 
               2.3 thereof).

          3.1  Restated Certificate of Incorporation of Richey Electronics, 
               Inc. (Incorporated by reference from the Registration 
               Statement on Form S-1, filed January 7, 1994, Registration No. 
               33-73916 as exhibit 3.1 thereof).

          3.2  Bylaws of Richey Electronics, Inc. (Incorporated by reference 
               from the Registration Statement on Form S-1, filed January 7, 
               1994, Registration No. 33-73916 as exhibit 3.2 thereof).

          4.1  Indenture between Richey Electronics, Inc. and First Trust of 
               California, National Association, dated as of February 15, 
               1996 (Incorporated by reference from the Annual Report on Form 
               10-K for Richey Electronics, Inc. filed March 26, 1996 as 
               exhibit 4.1 thereof).

         11.1  Statement regarding computation of per share earnings

         27.1  Financial Data Schedule

          (b)  Reports on Form 8-K.

               None

                                       19

<PAGE>
                                       SIGNATURES

          Pursuant to the requirements 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.

                                   RICHEY ELECTRONICS, INC.
                                           (Registrant)



                                   By /s/ Richard N. Berger         
                                      --------------------------
                                       Richard N. Berger
                                       Vice President,
                                       Chief Financial Officer
                                       and Secretary


November 8, 1996

                                       20

<PAGE>

                                       EXHIBIT INDEX

EXHIBIT NUMBER   DESCRIPTION                        

     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 (Incorporated 
                 by reference from the Current Report on Form 8-K for Richey 
                 Electronics, Inc. dated December 20, 1995, filed January 3, 
                 1996 as exhibit 2.1 thereof).

     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 (Incorporated by reference 
                 from the Current Report on Form 8-K for Richey Electronics, 
                 Inc. dated December 20, 1995, filed January 3, 1996 as 
                 exhibit 2.2 thereof).

     2.3         Sales Tax Indemnification Agreement dated December 20, 1995 
                 among Richey Electronics, Inc. and the stockholders of 
                 Electrical Distribution Acquisition Company identified 
                 therein (Incorporated by reference from the Current Report 
                 on Form 8-K for Richey Electronics, Inc. dated December 20, 
                 1995, filed January 3, 1996 as exhibit 2.3 thereof).

     3.1         Restated Certificate of Incorporation of Richey Electronics, 
                 Inc. (Incorporated by reference from the Registration 
                 Statement on Form S-1, filed January 7, 1994, Registration 
                 No. 33-73916 as exhibit 3.1 thereof).

     3.2         Bylaws of Richey Electronics, Inc. (Incorporated by 
                 reference from the Registration Statement on Form S-1, filed 
                 January 7, 1994, Registration No. 33-73916 as exhibit 3.2 
                 thereof).

     4.1         Indenture between Richey Electronics, Inc. and First Trust 
                 of California, National Association, dated as of February 
                 15, 1996 (Incorporated by reference from the Annual Report 
                 on Form 10-K for Richey Electronics, Inc. filed March 26, 
                 1996 as exhibit 4.1 thereof).

     11.1        Statement regarding computation of per share earnings

     27.1        Financial Data Schedule
                                                                      
                                       21