AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 8, 2002
                                                  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)



                        1992 EMPLOYEE STOCK PURCHASE PLAN
                             1996 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:
                             CHRISTOPHER A. WESTOVER
                               COOLEY GODWARD LLP
                         ONE MARITIME PLAZA, 20TH FLOOR
                             SAN FRANCISCO, CA 94111
                                 (415) 693-2000

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



<PAGE>
                         CALCULATION OF REGISTRATION FEE
                         ===============================
<TABLE>
<CAPTION>
<S>                         <C>                <C>                   <C>                  <C>
                                         PROPOSED MAXIMUM      PROPOSED MAXIMUM
TITLE OF SECURITIES TO   AMOUNT TO BE    OFFERING PRICE PER    AGGREGATE OFFERING       AMOUNT OF
BE REGISTERED            REGISTERED (1)       SHARE (2)             PRICE (2)        REGISTRATION FEE
----------------------   --------------  -------------------  -------------------  ------------------
 Shares of Common
 Stock, par value
 $0.001 per share,
 reserved for future
 grant under the 1992      250,000             $ 1.90             $  475,000.00         $   92.00
 Employee Stock
 Purchase Plan and
 the 1996 Stock
 Option Plan.

</TABLE>


(1)  This  registration  statement  is  intended  to cover the offering of up to
     100,000  shares  of  the  Registrant's  Common  Stock  pursuant to its 1992
     Employee  Stock  Purchase Plan, as amended (the "Employee Plan"), and up to
     150,000  shares of the Registrant's Common Stock pursuant to its 1996 Stock
     Option  Plan,  as  amended  (the  "1996 Plan"). This registration statement
     shall  also  cover  any  additional  shares  of  Common  Stock that becomes
     issuable  under  the  Employee  Plan  or  1996  Plan 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  May  6,  2002  as reported on the Nasdaq National Market
     System.


<PAGE>
                    INCORPORATION BY REFERENCE OF CONTENTS OF
                       REGISTRATION STATEMENTS ON FORM S-8
                       NOS. 33-45998, 33-45998, 333-63377,
                        33-67821, 333-32896 AND 333-63228


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

     The  Employee  Plan  and the 1996 Plan were amended in December 2001 by the
Board  of  Directors,  and  these  amendments  were subsequently approved by the
stockholders in March 2002. The Employee Plan was amended to increase the number
of  shares  of  Common  Stock  of the Registrant reserved for issuance under the
Employee  Plan  by  100,000  shares.  The  1996 Plan was amended to increase the
number  of  shares of Common Stock of the Registrant reserved for issuance under
the  1996  Plan  by  150,000  shares.

                                    EXHIBITS
EXHIBIT
NUMBER
------
5.1           Opinion  of  Cooley  Godward  LLP

23.1          Consent  of  PricewaterhouseCoopers  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

99.1          1992  Employee  Stock  Purchase  Plan,  as  amended

99.2          1996  Stock  Option  Plan,  as  amended



<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 May 8, 2002.


                                   SBE,  INC.



                                    By:  /s/  David  W.  Brunton
                                       ----------------------------
                                       David  W.  Brunton
                                       Chief Financial Officer, Vice President,
                                       Finance and  Secretary







<PAGE>
                                POWER OF ATTORNEY


     KNOW  ALL  PERSONS  BY  THESE  PRESENTS,  that  each person whose signature
appears below constitutes and appoints William B. Heye 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/  Raimon  L.  Conlisk    Chairman  of  the  Board            May  8,  2002
-------------------------
 (Raimon  L.  Conlisk)



  /s/  William  B.  Heye     President,  Chief  Executive        May  8,  2002
------------------------     Officer  and  Director
 (William  B.  Heye)         (principal  executive  officer)



 /s/  David  W.  Brunton     Chief Financial Officer, Vice       May  8,  2002
------------------------     President, Finance and Secretary
 (David  W.  Brunton)       (principal  financial  and accounting
                             officer)



 /s/  Randall  L-W.  Caudill  Director                           May  8,  2002
----------------------------
 (Randall  L-W.  Caudill)



 /s/  Ronald  J.  Ritchie     Director                           May  8,  2002
-------------------------
 (Ronald  J.  Ritchie)




<PAGE>

                                  EXHIBIT INDEX


EXHIBIT
NUMBER                  DESCRIPTION

5.1      Opinion  of  Cooley  Godward  LLP

23.1     Consent  of  PricewaterhouseCoopers  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

99.1     1992  Employee  Stock  Purchase  Plan,  as  amended

99.2     1996  Stock  Option  Plan,  as  amended

<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 9447}]
{"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": "333-87828", "film-number": "02638185"}, "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 MAY 8, 2002
                                                  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)

                        1992 EMPLOYEE STOCK PURCHASE PLAN
                             1996 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:
                             CHRISTOPHER A. WESTOVER
                               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       AMOUNT OF
BE REGISTERED            REGISTERED (1)       SHARE (2)             PRICE (2)        REGISTRATION FEE
----------------------   --------------  -------------------  -------------------  ------------------
 Shares of Common
 Stock, par value
 $0.001 per share,
 reserved for future
 grant under the 1992      250,000             $ 1.90             $  475,000.00         $   92.00
 Employee Stock
 Purchase Plan and
 the 1996 Stock
 Option Plan.
(1)  This  registration  statement  is  intended  to cover the offering of up to
     100,000  shares  of  the  Registrant's  Common  Stock  pursuant to its 1992
     Employee  Stock  Purchase Plan, as amended (the "Employee Plan"), and up to
     150,000  shares of the Registrant's Common Stock pursuant to its 1996 Stock
     Option  Plan,  as  amended  (the  "1996 Plan"). This registration statement
     shall  also  cover  any  additional  shares  of  Common  Stock that becomes
     issuable  under  the  Employee  Plan  or  1996  Plan 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  May  6,  2002  as reported on the Nasdaq National Market
     System.
INCORPORATION BY REFERENCE OF CONTENTS OF
                       REGISTRATION STATEMENTS ON FORM S-8
                       NOS. 33-45998, 33-45998, 333-63377,
                        33-67821, 333-32896 AND 333-63228

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

     The  Employee  Plan  and the 1996 Plan were amended in December 2001 by the
Board  of  Directors,  and  these  amendments  were subsequently approved by the
stockholders in March 2002. The Employee Plan was amended to increase the number
of  shares  of  Common  Stock  of the Registrant reserved for issuance under the
Employee  Plan  by  100,000  shares.  The  1996 Plan was amended to increase the
number  of  shares of Common Stock of the Registrant reserved for issuance under
the  1996  Plan  by  150,000  shares.

                                    EXHIBITS
EXHIBIT
NUMBER
------
5.1           Opinion  of  Cooley  Godward  LLP

23.1          Consent  of  PricewaterhouseCoopers  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

99.1          1992  Employee  Stock  Purchase  Plan,  as  amended

99.2          1996  Stock  Option  Plan,  as  amended
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 May 8, 2002.

                                   SBE,  INC.

                                    By:  /s/  David  W.  Brunton
                                       ----------------------------
                                       David  W.  Brunton
                                       Chief Financial Officer, Vice President,
                                       Finance and  Secretary
POWER OF ATTORNEY

     KNOW  ALL  PERSONS  BY  THESE  PRESENTS,  that  each person whose signature
appears below constitutes and appoints William B. Heye 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/  Raimon  L.  Conlisk    Chairman  of  the  Board            May  8,  2002
-------------------------
 (Raimon  L.  Conlisk)

  /s/  William  B.  Heye     President,  Chief  Executive        May  8,  2002
------------------------     Officer  and  Director
 (William  B.  Heye)         (principal  executive  officer)

 /s/  David  W.  Brunton     Chief Financial Officer, Vice       May  8,  2002
------------------------     President, Finance and Secretary
 (David  W.  Brunton)       (principal  financial  and accounting
                             officer)

 /s/  Randall  L-W.  Caudill  Director                           May  8,  2002
----------------------------
 (Randall  L-W.  Caudill)

 /s/  Ronald  J.  Ritchie     Director                           May  8,  2002
-------------------------
 (Ronald  J.  Ritchie)
EXHIBIT INDEX

EXHIBIT
NUMBER                  DESCRIPTION

5.1      Opinion  of  Cooley  Godward  LLP

23.1     Consent  of  PricewaterhouseCoopers  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

99.1     1992  Employee  Stock  Purchase  Plan,  as  amended

99.2     1996  Stock  Option  Plan,  as  amended