SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933


                             BELL MICROPRODUCTS INC.
             (Exact Name of Registrant as Specified in its Charter)


        California                                           94-3057566
 (State or Other Juris-                                     (I.R.S. Employer
diction of Incorporation                                 Identification Number)
   or Organization)



                              1941 Ringwood Avenue
                           San Jose, California 95131
              (Address of Principal Executive Office and Zip Code)



                     Bell Microproducts Inc. 1998 Stock Plan
                            (Full Title of the Plan)

                                 W. Donald Bell
                      President and Chief Executive Officer
                             Bell Microproducts Inc.
                              1941 Ringwood Avenue
                           San Jose, California 95131
                                 (408) 451-9400
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)


                                   Copies to:
                              Melodie R. Rose, Esq.
                            Fredrikson & Byron, P.A.
                            1100 International Centre
                          Minneapolis, Minnesota 55402



                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================== ====================== ====================== ====================== ======================
                                                                             Proposed
                                                  Proposed Maximum            Maximum
  Title of Securities        Amount to be          Offering Price            Aggregate              Amount of
   to be Registered          Registered(1)          Per Share(2)         Offering Price(2)      Registration Fee
======================== ====================== ====================== ====================== ======================
<S>                        <C>                        <C>                   <C>                      <C>
  Options to Purchase
Common Stock under the
       1998 Plan              Indefinite               $ 0.00                 $ 0.00                 $ 0.00

 Common Stock issuable
   upon exercise of
 options granted under
     the 1998 Plan
                           2,289,327 shares            $19.75               $45,214,208              $11,937
        TOTAL:
                                                                                                     $11,937
======================== ====================== ====================== ====================== ======================
</TABLE>


(1)      In addition, pursuant to Rule 416 under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit plan
         described herein and any additional securities which may become
         issuable pursuant to anti-dilution provisions of the plan.

(2)      Estimated pursuant to Rule 457(h) solely for the purpose of calculating
         the registration fee and based upon the average of the high and low
         prices of the Registrant's Common Stock on December 7, 2000.



<PAGE>


         The purpose of this Registration Statement is to register additional
shares for issuance under the Registrant's 1998 Stock Plan. The contents of the
Registrant's Registration Statement on Form S-8, Reg. No. 333-58053, are
incorporated herein by reference.



                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, 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 Jose and State of California, on the 27th
day of October, 2000.


                               BELL MICROPRODUCTS INC.
                               (the "Registrant")



                               By    /s/ W. D. Bell
                                     W. Donald Bell
                                     President and Chief Executive Officer



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



                               (Power of Attorney)

         Each of the undersigned constitutes and appoints W. Donald Bell and
Remo E. Canessa his true and lawful attorney-in-fact and agent, each acting
alone, with full powers of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign the Form S-8
Registration Statement of Bell Microproducts Inc. relating to the Company's 1998
Stock Plan and any or all amendments or post-effective amendments to the Form
S-8 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, each acting alone,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all

<PAGE>




that said attorneys-in-fact and agents, each acting alone, or their substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

    Signature                          Title                           Date


/s/ W. D. Bell                 President, Chief Executive       October 27, 2000
W. Donald Bell                 and Director (principal
                               executive officer)


/s/ Remo E. Canessa            Chief Financial Officer          October 27, 2000
Remo E. Canessa                (principal financial and
                               accounting officer)

/s/ Gordon A. Campbell         Director                         October 30, 2000
Gordon A. Campbell


/s/ Eugene B. Chaiken          Director                         October 30, 2000
Eugene B. Chaiken


/s/ Edward L. Gelbach          Director                         October 30, 2000
Edward L. Gelbach


                               Director                         October __, 2000
James E. Ousley


                               Director                         October __, 2000
Glenn E. Penisten


<PAGE>




                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549





                             Bell Microproducts Inc.


                         Form S-8 Registration Statement



                                  EXHIBIT INDEX


Exhibit
Number            Exhibit Description

 5                Opinion and Consent of counsel re securities under the Plan
23.1              Consent of counsel (See Exhibit 5)
23.2              Consent of independent accountants
24                Power of attorney (See Signature Page)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8 FOR 1998 STOCK PLAN", "secsgml_size_bytes": 7607}]
{"company-data": {"conformed-name": "BELL MICROPRODUCTS INC", "cik": "0000900708", "assigned-sic": "5065", "irs-number": "943057566", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51724", "film-number": "788101"}, "business-address": {"street1": "1941 RINGWOOD AVE", "city": "SAN JOSE", "state": "CA", "zip": "95131", "phone": "4084519400"}, "mail-address": {"street1": "1941 RINOWOOD AVENUE", "city": "SAN JOSE", "state": "CA", "zip": "95131-1721"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                             BELL MICROPRODUCTS INC.
             (Exact Name of Registrant as Specified in its Charter)

        California                                           94-3057566
 (State or Other Juris-                                     (I.R.S. Employer
diction of Incorporation                                 Identification Number)
   or Organization)

                              1941 Ringwood Avenue
                           San Jose, California 95131
              (Address of Principal Executive Office and Zip Code)

                     Bell Microproducts Inc. 1998 Stock Plan
                            (Full Title of the Plan)

                                 W. Donald Bell
                      President and Chief Executive Officer
                             Bell Microproducts Inc.
                              1941 Ringwood Avenue
                           San Jose, California 95131
                                 (408) 451-9400
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                              Melodie R. Rose, Esq.
                            Fredrikson & Byron, P.A.
                            1100 International Centre
                          Minneapolis, Minnesota 55402

                         CALCULATION OF REGISTRATION FEE
======================== ====================== ====================== ====================== ======================
                                                                             Proposed
                                                  Proposed Maximum            Maximum
  Title of Securities        Amount to be          Offering Price            Aggregate              Amount of
   to be Registered          Registered(1)          Per Share(2)         Offering Price(2)      Registration Fee
======================== ====================== ====================== ====================== ======================
Options to Purchase
Common Stock under the
       1998 Plan              Indefinite               $ 0.00                 $ 0.00                 $ 0.00

 Common Stock issuable
   upon exercise of
 options granted under
     the 1998 Plan
                           2,289,327 shares            $19.75               $45,214,208              $11,937
        TOTAL:
                                                                                                     $11,937
======================== ====================== ====================== ====================== ======================
(1)      In addition, pursuant to Rule 416 under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit plan
         described herein and any additional securities which may become
         issuable pursuant to anti-dilution provisions of the plan.

(2)      Estimated pursuant to Rule 457(h) solely for the purpose of calculating
         the registration fee and based upon the average of the high and low
         prices of the Registrant's Common Stock on December 7, 2000.
The purpose of this Registration Statement is to register additional
shares for issuance under the Registrant's 1998 Stock Plan. The contents of the
Registrant's Registration Statement on Form S-8, Reg. No. 333-58053, are
incorporated herein by reference.

                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, 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 Jose and State of California, on the 27th
day of October, 2000.

                               BELL MICROPRODUCTS INC.
                               (the "Registrant")

                               By    /s/ W. D. Bell
                                     W. Donald Bell
                                     President and Chief Executive Officer

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

                               (Power of Attorney)

         Each of the undersigned constitutes and appoints W. Donald Bell and
Remo E. Canessa his true and lawful attorney-in-fact and agent, each acting
alone, with full powers of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign the Form S-8
Registration Statement of Bell Microproducts Inc. relating to the Company's 1998
Stock Plan and any or all amendments or post-effective amendments to the Form
S-8 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, each acting alone,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or their substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

    Signature                          Title                           Date

/s/ W. D. Bell                 President, Chief Executive       October 27, 2000
W. Donald Bell                 and Director (principal
                               executive officer)

/s/ Remo E. Canessa            Chief Financial Officer          October 27, 2000
Remo E. Canessa                (principal financial and
                               accounting officer)

/s/ Gordon A. Campbell         Director                         October 30, 2000
Gordon A. Campbell

/s/ Eugene B. Chaiken          Director                         October 30, 2000
Eugene B. Chaiken

/s/ Edward L. Gelbach          Director                         October 30, 2000
Edward L. Gelbach

                               Director                         October __, 2000
James E. Ousley

                               Director                         October __, 2000
Glenn E. Penisten
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             Bell Microproducts Inc.

                         Form S-8 Registration Statement

                                  EXHIBIT INDEX

Exhibit
Number            Exhibit Description

 5                Opinion and Consent of counsel re securities under the Plan
23.1              Consent of counsel (See Exhibit 5)
23.2              Consent of independent accountants
24                Power of attorney (See Signature Page)