As filed with the Securities and Exchange Commission on April 2, 2004

                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                                    SBE, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                Delaware                                94-1517641
--------------------------------------------------------------------------------
        (State of Incorporation)                    (I.R.S. Employer
                                                   Identification No.)

                          2305 CAMINO RAMON, SUITE 200
                           SAN RAMON, CALIFORNIA 94583
                    (Address of principal executive offices)

                             1996 STOCK OPTION PLAN
                 2001 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                            (Full title of the plans)

                                DAVID W. BRUNTON
                CHIEF FINANCIAL OFFICER, VICE PRESIDENT, FINANCE
                                  AND SECRETARY
                                    SBE, INC.
                          2305 CAMINO RAMON, SUITE 200
                           SAN RAMON, CALIFORNIA 94583
                                 (925) 355-2000

    (Name, address, including zip code, and telephone number, including area
                          code, of agent for service)




                                   Copies to:
                                JODIE M. BOURDET
                               COOLEY GODWARD LLP
                         ONE MARITIME PLAZA, 20TH FLOOR
                             SAN FRANCISCO, CA 94111
                                 (415) 693-2000






<PAGE>

                         CALCULATION OF REGISTRATION FEE



<TABLE>
<CAPTION>
========================== ====================== ========================= ========================== =========================
                                                      Proposed Maximum          Proposed Maximum
 Title of Securities to        Amount to be          Offering Price Per     Aggregate Offering Price    Amount of Registration
      be Registered           Registered (1)             Share (2)                     (2)                       Fee
-------------------------- ---------------------- ------------------------- -------------------------- -------------------------
<S>                             <C>                     <C>                     <C>                     <C>
Shares of  Common  Stock,
par  value   $0.001   per
share,    reserved    for
future  grant  under  the
1996 Stock Option Plan.          1,000,000                 $4.60                   $4,600,000                  $582.82
========================== ====================== ========================= ========================== =========================
Shares of Common  Stock,
par value $0.001 per share,
reserved for future grant
under the 2001 Non-Employee
Directors' Stock Option
Plan.                             200,000                  $4.60                    $920,000                   $116.56
========================== ====================== ========================= ========================== =========================

Total                            1,200,000                 $4.60                   $5,520,000                  $699.38
========================== ====================== ========================= ========================== =========================
</TABLE>



(1)      This registration  statement is intended to cover the offering of up to
         1,000,000 shares of the Registrant's  Common Stock pursuant to its 1996
         Stock Option Plan,  as amended (the "Option  Plan"),  and up to 200,000
         shares  of  the   Registrant's   Common  Stock  pursuant  to  its  2001
         Non-Employee  Directors' Stock Option Plan, as amended (the "Directors'
         Plan")  (the  Option  Plan  and  Directors'   Plan  being   hereinafter
         collectively referred to as the "Plans").  This registration  statement
         shall  also cover any  additional  shares of Common  Stock that  become
         issuable under the Plans by reason of any stock dividend,  stock split,
         recapitalization  or any other similar  transaction  without receipt of
         consideration  that  results in an  increase in the number of shares of
         the Registrant's outstanding Common Stock.

(2)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration  fee  pursuant  to Rule  457(c).  The  price per share and
         aggregate  offering  price are based upon the high and low sales prices
         of  Registrant's  Common  Stock on March 30,  2004 as  reported  on the
         Nasdaq SmallCap Market reporting system.


<PAGE>

                    INCORPORATION BY REFERENCE OF CONTENTS OF
                       REGISTRATION STATEMENTS ON FORM S-8
                  NOS. 33-45998, 33-59167, 33-45998, 333-63377,
                  33-67821, 333-32896, 333-63228 and 333-87828

         The  contents of  Registration  Statements  on Form S-8 Nos.  33-45998,
33-59167,  33-45998,  333-63377,  33-67821,  333-32896,  333-63228 and 333-87828
filed with the Securities  and Exchange  Commission on February 26, 1992, May 8,
1995,  August 19, 1998,  September 15, 1998,  November 24, 1998, March 21, 2000,
June 18,  2001 and May 8, 2002,  respectively,  are  incorporated  by  reference
herein.

                                    EXHIBITS

Exhibit
Number

5.1      Opinion of Cooley Godward LLP

23.1     Consent of BDO Seidman, LLP, Independent Auditors

23.2     Consent of Cooley  Godward  LLP is  contained  in  Exhibit  5.1 to this
         Registration Statement

24.1     Power of Attorney is contained on the signature pages



<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of San Ramon,  State of California,  on March 30,
2004.

                            SBE, INC.

                            By: /s/ William B. Heye, Jr.
                                ------------------------------------------------
                                William B. Heye, Jr.
                                Chief Executive Officer, President and Director



                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and  appoints  William  B.  Heye,  Jr. and David W.
Brunton,  and each or any one of them, his true and lawful  attorney-in-fact and
agent,  with full power of substitution and  resubstitution,  for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith,  as fully to all intents and purposes as he might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents,  or any of them,  or their or his  substitutes  or  substitute,  may
lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                                       Title                               Date
---------                                       -----                               ----
<S>                             <C>                                             <C>
/s/ William B. Heye, Jr.        Chief Executive Officer,  President and         March 30, 2004
(William B. Heye, Jr.)          Director (principal executive officer)

/s/ David W. Brunton            Chief Financial Officer, Vice                   March 30, 2004
(David W. Brunton)              President, Finance and Secretary
                                (principal financial  and  accounting
                                officer)

/s/ John Reardon                Director                                        March 30, 2004
(John Reardon)


/s/ Ronald J. Ritchie           Director                                        March 30, 2004
(Ronald J. Ritchie)



/s/ M.M. (Mel) Stuckey          Director                                        March 30, 2004
(M.M. (Mel) Stuckey)
</TABLE>


<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number                  Description
------                  -----------

5.1      Opinion of Cooley Godward LLP

23.1     Consent of BDO Seidman, LLP, Independent Auditors

23.2     Consent of Cooley  Godward  LLP is  contained  in  Exhibit  5.1 to this
         Registration Statement

24.1     Power of Attorney is contained on the signature pages
[{"type": "S-8", "sequence": "1", "filename": "formsb2.txt", "secsgml_size_bytes": 9848}]
{"company-data": {"conformed-name": "SBE INC", "cik": "0000087050", "assigned-sic": "3576", "irs-number": "941517641", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-114161", "film-number": "04713334"}, "business-address": {"street1": "4550 NORRIS CANYON ROAD", "city": "SAN RAMON", "state": "CA", "zip": "94583", "phone": "5103552000"}, "mail-address": {"street1": "4550 NORRIS CANYON RD", "city": "SAN RAMON", "state": "CA", "zip": "94583"}}
As filed with the Securities and Exchange Commission on April 2, 2004

                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                    SBE, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                Delaware                                94-1517641
--------------------------------------------------------------------------------
        (State of Incorporation)                    (I.R.S. Employer
                                                   Identification No.)

                          2305 CAMINO RAMON, SUITE 200
                           SAN RAMON, CALIFORNIA 94583
                    (Address of principal executive offices)

                             1996 STOCK OPTION PLAN
                 2001 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                            (Full title of the plans)

                                DAVID W. BRUNTON
                CHIEF FINANCIAL OFFICER, VICE PRESIDENT, FINANCE
                                  AND SECRETARY
                                    SBE, INC.
                          2305 CAMINO RAMON, SUITE 200
                           SAN RAMON, CALIFORNIA 94583
                                 (925) 355-2000

    (Name, address, including zip code, and telephone number, including area
                          code, of agent for service)

                                   Copies to:
                                JODIE M. BOURDET
                               COOLEY GODWARD LLP
                         ONE MARITIME PLAZA, 20TH FLOOR
                             SAN FRANCISCO, CA 94111
                                 (415) 693-2000
CALCULATION OF REGISTRATION FEE
========================== ====================== ========================= ========================== =========================
                                                      Proposed Maximum          Proposed Maximum
 Title of Securities to        Amount to be          Offering Price Per     Aggregate Offering Price    Amount of Registration
      be Registered           Registered (1)             Share (2)                     (2)                       Fee
-------------------------- ---------------------- ------------------------- -------------------------- -------------------------
Shares of  Common  Stock,
par  value   $0.001   per
share,    reserved    for
future  grant  under  the
1996 Stock Option Plan.          1,000,000                 $4.60                   $4,600,000                  $582.82
========================== ====================== ========================= ========================== =========================
Shares of Common  Stock,
par value $0.001 per share,
reserved for future grant
under the 2001 Non-Employee
Directors' Stock Option
Plan.                             200,000                  $4.60                    $920,000                   $116.56
========================== ====================== ========================= ========================== =========================

Total                            1,200,000                 $4.60                   $5,520,000                  $699.38
========================== ====================== ========================= ========================== =========================
(1)      This registration  statement is intended to cover the offering of up to
         1,000,000 shares of the Registrant's  Common Stock pursuant to its 1996
         Stock Option Plan,  as amended (the "Option  Plan"),  and up to 200,000
         shares  of  the   Registrant's   Common  Stock  pursuant  to  its  2001
         Non-Employee  Directors' Stock Option Plan, as amended (the "Directors'
         Plan")  (the  Option  Plan  and  Directors'   Plan  being   hereinafter
         collectively referred to as the "Plans").  This registration  statement
         shall  also cover any  additional  shares of Common  Stock that  become
         issuable under the Plans by reason of any stock dividend,  stock split,
         recapitalization  or any other similar  transaction  without receipt of
         consideration  that  results in an  increase in the number of shares of
         the Registrant's outstanding Common Stock.

(2)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration  fee  pursuant  to Rule  457(c).  The  price per share and
         aggregate  offering  price are based upon the high and low sales prices
         of  Registrant's  Common  Stock on March 30,  2004 as  reported  on the
         Nasdaq SmallCap Market reporting system.
INCORPORATION BY REFERENCE OF CONTENTS OF
                       REGISTRATION STATEMENTS ON FORM S-8
                  NOS. 33-45998, 33-59167, 33-45998, 333-63377,
                  33-67821, 333-32896, 333-63228 and 333-87828

         The  contents of  Registration  Statements  on Form S-8 Nos.  33-45998,
33-59167,  33-45998,  333-63377,  33-67821,  333-32896,  333-63228 and 333-87828
filed with the Securities  and Exchange  Commission on February 26, 1992, May 8,
1995,  August 19, 1998,  September 15, 1998,  November 24, 1998, March 21, 2000,
June 18,  2001 and May 8, 2002,  respectively,  are  incorporated  by  reference
herein.

                                    EXHIBITS

Exhibit
Number

5.1      Opinion of Cooley Godward LLP

23.1     Consent of BDO Seidman, LLP, Independent Auditors

23.2     Consent of Cooley  Godward  LLP is  contained  in  Exhibit  5.1 to this
         Registration Statement

24.1     Power of Attorney is contained on the signature pages
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of San Ramon,  State of California,  on March 30,
2004.

                            SBE, INC.

                            By: /s/ William B. Heye, Jr.
                                ------------------------------------------------
                                William B. Heye, Jr.
                                Chief Executive Officer, President and Director

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and  appoints  William  B.  Heye,  Jr. and David W.
Brunton,  and each or any one of them, his true and lawful  attorney-in-fact and
agent,  with full power of substitution and  resubstitution,  for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith,  as fully to all intents and purposes as he might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents,  or any of them,  or their or his  substitutes  or  substitute,  may
lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                       Title                               Date
---------                                       -----                               ----
/s/ William B. Heye, Jr.        Chief Executive Officer,  President and         March 30, 2004
(William B. Heye, Jr.)          Director (principal executive officer)

/s/ David W. Brunton            Chief Financial Officer, Vice                   March 30, 2004
(David W. Brunton)              President, Finance and Secretary
                                (principal financial  and  accounting
                                officer)

/s/ John Reardon                Director                                        March 30, 2004
(John Reardon)

/s/ Ronald J. Ritchie           Director                                        March 30, 2004
(Ronald J. Ritchie)

/s/ M.M. (Mel) Stuckey          Director                                        March 30, 2004
(M.M. (Mel) Stuckey)
EXHIBIT INDEX

Exhibit
Number                  Description
------                  -----------

5.1      Opinion of Cooley Godward LLP

23.1     Consent of BDO Seidman, LLP, Independent Auditors

23.2     Consent of Cooley  Godward  LLP is  contained  in  Exhibit  5.1 to this
         Registration Statement

24.1     Power of Attorney is contained on the signature pages