As filed with the Securities and Exchange Commission on August 26, 1996
                                                     Registration No. 333-
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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 of incorporation)                (I.R.S. Employer Identification No.)

                              1941 Ringwood Avenue
                               San Jose, CA 95131
   (Address, including zip code, of Registrant's principal executive offices)
                           ---------------------------

           1988 INCENTIVE STOCK PLAN (As Amended Through May 23, 1996)
         EMPLOYEE STOCK PURCHASE PLAN (As Amended Through May 23, 1996)
                            (Full title of the plan)
                           ---------------------------

                                 W. Donald Bell
                      President and Chief Executive Officer
                             Bell Microproducts Inc.
                               San Jose, CA 95131
                                  (408)451-9400
(Name, address, and telephone number, including area code, of agent for service)

                                    Copy to:
                            Donna M. Petkanics, Esq.
                               Tor R. Braham, Esq.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                               Palo Alto, CA 94304
                                 (415) 493-9300
<TABLE>

                                                   CALCULATION OF REGISTRATION FEE
<CAPTION>
=========================================================================================================================
                                                                              Proposed        Proposed
                                                                               Maximum        Maximum
                    Title of Each Class                       Amount          Offering       Aggregate      Amount of
                     of Securities to                          to be            Price         Offering    Registration
                       be Registered                       Registered(1)      Per Share        Price           Fee
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>                    <C>           <C>           <C>
Common Stock, $0.01 par value
  To be issued under 1988 Incentive Stock Plan          300,000 shares(2)      $7.375(4)     $2,212,500       $762.93
  To be issued under Employee Stock Purchase Plan       145,000 shares(3)      $6.375(5)       $924,375       $318.75
                TOTAL                                   445,000 shares                       $3,136,875     $1,081.68
=========================================================================================================================
<FN>


(1)  For the sole purpose of  calculating  the  registration  fee, the number of
     shares to be registered under this Registration  Statement has been divided
     into two categories.
(2)  An  additional  1,435,336  shares  reserved  for  issuance  under  the 1988
     Incentive Stock Plan were registered under the  Registration  Statements on
     Form S-8 numbered 33-66580, 33-83398 and 33-95968 filed with the Securities
     and Exchange  Commission (the  "Commission")  on July 29, 1993,  August 29,
     1994, and August 17, 1995, respectively.
(3)  The remaining 235,000 shares reserved for issuance under the Employee Stock
     Purchase Plan were registered under the Registration Statements on Form S-8
     numbered 33-66580,  33-83398 and 33-95968 filed with the Commission on July
     29, 1993, August 29, 1994, and August 17, 1995, respectively.
(4)  Computed in  accordance  with Rules 457(c) and 457(h) under the  Securities
     Act of 1933. Such  computation is based on the estimated  exercise price of
     $7.375 per share,  which  represents  the average of the high and low sales
     prices per share of Bell Microproducts Inc. Common Stock as reported in the
     Nasdaq National Market on August 21, 1996.
(5)  The price of $6.375 per share,  computed  in  accordance  with Rule  457(c)
     under the Securities Act of 1933, is 85% of the average of the high and low
     sales prices per share of Common  Stock as reported in the Nasdaq  National
     Market on July 1,  1996,  the most  recent  Enrollment  Date.  Pursuant  to
     Section 2(o) of the Employee Stock Purchase Plan, shares are sold at 85% of
     the lesser of the fair market value of such shares on the  Enrollment  Date
     or on the Exercise Date.
</FN>
</TABLE>
================================================================================
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.        Incorporation of Documents by Reference.

         There  are  hereby  incorporated  by  reference  in  this  Registration
Statement the  following  documents and  information  heretofore  filed with the
Securities and Exchange Commission (the "Commission"):

         1.       The description of the Registrant's  Common Stock contained in
                  the  Registrant's  Registration  Statement  on Form 8-A  dated
                  April 14, 1993, filed pursuant to Section 12 of the Securities
                  Exchange Act of 1934, as amended (the "Exchange  Act"),  which
                  was  declared  effective by the  Commission  on June 14, 1993,
                  including  any  amendment  or report  filed for the purpose of
                  updating such description.

         2.       The Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 1995.

         3.       The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 1996.

         4.       The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended June 30, 1996.

         5.       The  Registrant's  Reports on Form 8-K dated  January 11, 1996
                  and  February  27,  1996,  respectively,  as  filed  with  the
                  Commission   on   January   16,   1996  and  March  1,   1996,
                  respectively.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by refer ence in this  Registration  Statement and to be part
hereof from the date of filing of such documents.


Item 4.           Description of Securities.

         Not applicable.


Item 5.           Interests of Named Experts and Counsel.

         Not applicable.

Item 6.           Indemnification of Directors and Officers.

         Section 317 of the  California  General  Corporation  Law (the  "CGCL")
allows for the  indemnification  of  officers,  directors,  and other  corporate
agents in terms  sufficiently  broad to  indemnify  such persons  under  certain
circumstances for liabilities  (including  reimbursement for expenses  incurred)
arising under the  Securities  Act of 1933, as amended (the  "Securities  Act").
Article IV of the Registrant's  Articles of Incorporation  and Article VI of the
Registrant's Bylaws provide for  indemnification of the Registrant's  directors,
officers,  employees and other agents to the extent and under the  circumstances
permitted by the CGCL. The Registrant has also entered into  agreements with its
officers and directors that may require the Registrant,  among other things,  to
indemnify such officers and directors against certain liabilities that may arise
by reason of their  status or service  as  directors  or


                                      II-1
<PAGE>

officers  (other  than  liabilities  arising  from  any  acts  or  omissions  or
transactions  from which a director may not be relieved of  liability  under the
CGCL), to advance their expenses incurred as a result of any proceeding  against
them as to which  they  could  be  indemnified,  and to  obtain  directors'  and
officers'  insurance  if available  on  reasonable  terms.  The  Registrant  has
obtained directors' and officers' insurance pursuant to said agreements.

Item 7.           Exemption from Registration Claimed.

         Not applicable.

Item 8.           Exhibits.

 Number                      Document
- --------          ------------------------------------

  4.1             1988 Incentive Stock Plan, as amended through May 23, 1996.


  4.2*            The forms of Option  Agreement  used under the 1988  Incentive
                  Stock Plan.


  4.3             Employee Stock Purchase Plan, as amended through May 23, 1996.


  4.4*            The forms of Option  Agreement  used under the Employee  Stock
                  Purchase Plan.


  5.1             Opinion  of Wilson  Sonsini  Goodrich  & Rosati,  Professional
                  Corporation, with respect to the securities being registered.


  23.1            Consent of Price Waterhouse LLP, Independent Accountants.


  23.2            Consent  of Wilson  Sonsini  Goodrich & Rosati  (contained  in
                  Exhibit 5.1).


 24.1             Power of Attorney (See page II-4).

- -------------------------
*        Incorporated  by  reference  to  exhibit  filed  with the  Registrant's
         Registration  Statement on Form S-8 (File No. 33-83398) filed on August
         29, 1994.


Item 9.           Undertakings.

           (a)    The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post-effective  amendment to this Registration  Statement
         to  include  any  material  information  with  respect  to the  plan of
         distribution not previously disclosed in the Registration  Statement or
         any material change to such information in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act, each such post-effective  amendment shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to

                                      II-2

<PAGE>

Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,  each
filing of an employee  benefit plan's annual report pursuant to Section 15(d) of
the  Exchange  Act)  that  is  incorporated  by  reference  in the  Registration
Statement  shall be deemed to be a new  Registration  Statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.

                                      II-3

<PAGE>
                                   SIGNATURES

         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,  State of California,  on this 26th day of
August, 1996.

                                  BELL MICROPRODUCTS INC.


                                  By:      /s/ W. Donald Bell

                                           -------------------------------------
                                           W. Donald Bell
                                           President and Chief Executive Officer


                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below constitutes and appoints W. Donald Bell and Remo Canessa, and each
of them, jointly and severally,  his  attorney-in-fact,  each with full power of
substitution,  for him in any and all capacities, to sign any amendments to this
Registration  Statement on Form S-8, and to file the same, with exhibits thereto
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,   hereby   ratifying   and   confirming   all  that   each  of  said
attorney-in-fact,  or his substitute or substitutes,  may 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 on August  26,  1996 by the  following
persons in the capacities indicated.


      SIGNATURE                              TITLE
- ------------------------------- ------------------------------------------------
/s/ W. Donald Bell                                
- -------------------------       President and Chief Executive Officer (Principal
W. Donald Bell                  Executive Officer) and Director                 
                                
/s/ Remo E. Canessa                                
- -------------------------       Chief Financial Officer, Corporate Controller 
Remo E. Canessa                 and Secretary (Principal Financial and        
                                Accounting Officer)                           

/s/ Glenn E. Penisten
- -------------------------       Director
Glenn E. Penisten
                                                              
/s/ Gordon A. Campbell
- -------------------------       Director
Gordon A. Campbell

/s/ Jon H. Beedle                                                              
- -------------------------       Director
Jon H. Beedle

/s/ Edward L. Gelbach                                
- -------------------------       Director                              
Edward L. Gelbach


                                      II-4
<PAGE>

<TABLE>

                                INDEX TO EXHIBITS

<CAPTION>
                                                                                         Sequentially  
     Exhibit                                                                               Numbered 
     Number                          Description                                             Page
- -------------- -------------------------------------------------------------------    ------------------

<S>  <C>       <C>                                               
     4.1       1988 Incentive Stock Plan, as amended through May 23, 1996.

     4.2*      The forms of Option Agreement used under the 1988 Incentive Stock
               Plan.

     4.3       Employee Stock Purchase Plan, as amended through May 23, 1996.

     4.4*      The forms of Option  Agreement  used  under  the  Employee  Stock
               Purchase Plan.

     5.1       Opinion  of  Wilson  Sonsini  Goodrich  &  Rosati,   Professional
               Corporation, with respect to the securities being registered.

     23.1      Consent of Price Waterhouse LLP, Independent Accountants.

     23.2      Consent of Counsel (contained in Exhibit 5.1).

     24.1      Power of Attorney (See page II-4).
<FN>

- ---------------------
*        Incorporated  by  reference  to  exhibit  filed  with the  Registrant's
         Registration  Statement on Form S-8 (File No. 33-83398) filed on August
         29, 1994.
</FN>
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18067}]
{"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": "333-10837", "film-number": "96620842"}, "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"}}
As filed with the Securities and Exchange Commission on August 26, 1996
                                                     Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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 of incorporation)                (I.R.S. Employer Identification No.)

                              1941 Ringwood Avenue
                               San Jose, CA 95131
   (Address, including zip code, of Registrant's principal executive offices)
                           ---------------------------

           1988 INCENTIVE STOCK PLAN (As Amended Through May 23, 1996)
         EMPLOYEE STOCK PURCHASE PLAN (As Amended Through May 23, 1996)
                            (Full title of the plan)
                           ---------------------------

                                 W. Donald Bell
                      President and Chief Executive Officer
                             Bell Microproducts Inc.
                               San Jose, CA 95131
                                  (408)451-9400
(Name, address, and telephone number, including area code, of agent for service)

                                    Copy to:
                            Donna M. Petkanics, Esq.
                               Tor R. Braham, Esq.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                               Palo Alto, CA 94304
                                 (415) 493-9300

                                                   CALCULATION OF REGISTRATION FEE
=========================================================================================================================
                                                                              Proposed        Proposed
                                                                               Maximum        Maximum
                    Title of Each Class                       Amount          Offering       Aggregate      Amount of
                     of Securities to                          to be            Price         Offering    Registration
                       be Registered                       Registered(1)      Per Share        Price           Fee
- -------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value
  To be issued under 1988 Incentive Stock Plan          300,000 shares(2)      $7.375(4)     $2,212,500       $762.93
  To be issued under Employee Stock Purchase Plan       145,000 shares(3)      $6.375(5)       $924,375       $318.75
                TOTAL                                   445,000 shares                       $3,136,875     $1,081.68
=========================================================================================================================
(1)  For the sole purpose of  calculating  the  registration  fee, the number of
     shares to be registered under this Registration  Statement has been divided
     into two categories.
(2)  An  additional  1,435,336  shares  reserved  for  issuance  under  the 1988
     Incentive Stock Plan were registered under the  Registration  Statements on
     Form S-8 numbered 33-66580, 33-83398 and 33-95968 filed with the Securities
     and Exchange  Commission (the  "Commission")  on July 29, 1993,  August 29,
     1994, and August 17, 1995, respectively.
(3)  The remaining 235,000 shares reserved for issuance under the Employee Stock
     Purchase Plan were registered under the Registration Statements on Form S-8
     numbered 33-66580,  33-83398 and 33-95968 filed with the Commission on July
     29, 1993, August 29, 1994, and August 17, 1995, respectively.
(4)  Computed in  accordance  with Rules 457(c) and 457(h) under the  Securities
     Act of 1933. Such  computation is based on the estimated  exercise price of
     $7.375 per share,  which  represents  the average of the high and low sales
     prices per share of Bell Microproducts Inc. Common Stock as reported in the
     Nasdaq National Market on August 21, 1996.
(5)  The price of $6.375 per share,  computed  in  accordance  with Rule  457(c)
     under the Securities Act of 1933, is 85% of the average of the high and low
     sales prices per share of Common  Stock as reported in the Nasdaq  National
     Market on July 1,  1996,  the most  recent  Enrollment  Date.  Pursuant  to
     Section 2(o) of the Employee Stock Purchase Plan, shares are sold at 85% of
     the lesser of the fair market value of such shares on the  Enrollment  Date
     or on the Exercise Date.
================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference.

         There  are  hereby  incorporated  by  reference  in  this  Registration
Statement the  following  documents and  information  heretofore  filed with the
Securities and Exchange Commission (the "Commission"):

         1.       The description of the Registrant's  Common Stock contained in
                  the  Registrant's  Registration  Statement  on Form 8-A  dated
                  April 14, 1993, filed pursuant to Section 12 of the Securities
                  Exchange Act of 1934, as amended (the "Exchange  Act"),  which
                  was  declared  effective by the  Commission  on June 14, 1993,
                  including  any  amendment  or report  filed for the purpose of
                  updating such description.

         2.       The Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 1995.

         3.       The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 1996.

         4.       The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended June 30, 1996.

         5.       The  Registrant's  Reports on Form 8-K dated  January 11, 1996
                  and  February  27,  1996,  respectively,  as  filed  with  the
                  Commission   on   January   16,   1996  and  March  1,   1996,
                  respectively.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by refer ence in this  Registration  Statement and to be part
hereof from the date of filing of such documents.

Item 4.           Description of Securities.

         Not applicable.

Item 5.           Interests of Named Experts and Counsel.

         Not applicable.

Item 6.           Indemnification of Directors and Officers.

         Section 317 of the  California  General  Corporation  Law (the  "CGCL")
allows for the  indemnification  of  officers,  directors,  and other  corporate
agents in terms  sufficiently  broad to  indemnify  such persons  under  certain
circumstances for liabilities  (including  reimbursement for expenses  incurred)
arising under the  Securities  Act of 1933, as amended (the  "Securities  Act").
Article IV of the Registrant's  Articles of Incorporation  and Article VI of the
Registrant's Bylaws provide for  indemnification of the Registrant's  directors,
officers,  employees and other agents to the extent and under the  circumstances
permitted by the CGCL. The Registrant has also entered into  agreements with its
officers and directors that may require the Registrant,  among other things,  to
indemnify such officers and directors against certain liabilities that may arise
by reason of their  status or service  as  directors  or

                                      II-1
officers  (other  than  liabilities  arising  from  any  acts  or  omissions  or
transactions  from which a director may not be relieved of  liability  under the
CGCL), to advance their expenses incurred as a result of any proceeding  against
them as to which  they  could  be  indemnified,  and to  obtain  directors'  and
officers'  insurance  if available  on  reasonable  terms.  The  Registrant  has
obtained directors' and officers' insurance pursuant to said agreements.

Item 7.           Exemption from Registration Claimed.

         Not applicable.

Item 8.           Exhibits.

 Number                      Document
- --------          ------------------------------------

  4.1             1988 Incentive Stock Plan, as amended through May 23, 1996.

  4.2*            The forms of Option  Agreement  used under the 1988  Incentive
                  Stock Plan.

  4.3             Employee Stock Purchase Plan, as amended through May 23, 1996.

  4.4*            The forms of Option  Agreement  used under the Employee  Stock
                  Purchase Plan.

  5.1             Opinion  of Wilson  Sonsini  Goodrich  & Rosati,  Professional
                  Corporation, with respect to the securities being registered.

  23.1            Consent of Price Waterhouse LLP, Independent Accountants.

  23.2            Consent  of Wilson  Sonsini  Goodrich & Rosati  (contained  in
                  Exhibit 5.1).

 24.1             Power of Attorney (See page II-4).

- -------------------------
*        Incorporated  by  reference  to  exhibit  filed  with the  Registrant's
         Registration  Statement on Form S-8 (File No. 33-83398) filed on August
         29, 1994.

Item 9.           Undertakings.

           (a)    The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post-effective  amendment to this Registration  Statement
         to  include  any  material  information  with  respect  to the  plan of
         distribution not previously disclosed in the Registration  Statement or
         any material change to such information in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act, each such post-effective  amendment shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to

                                      II-2
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,  each
filing of an employee  benefit plan's annual report pursuant to Section 15(d) of
the  Exchange  Act)  that  is  incorporated  by  reference  in the  Registration
Statement  shall be deemed to be a new  Registration  Statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

         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,  State of California,  on this 26th day of
August, 1996.

                                  BELL MICROPRODUCTS INC.

                                  By:      /s/ W. Donald Bell

                                           -------------------------------------
                                           W. Donald Bell
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below constitutes and appoints W. Donald Bell and Remo Canessa, and each
of them, jointly and severally,  his  attorney-in-fact,  each with full power of
substitution,  for him in any and all capacities, to sign any amendments to this
Registration  Statement on Form S-8, and to file the same, with exhibits thereto
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,   hereby   ratifying   and   confirming   all  that   each  of  said
attorney-in-fact,  or his substitute or substitutes,  may 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 on August  26,  1996 by the  following
persons in the capacities indicated.

      SIGNATURE                              TITLE
- ------------------------------- ------------------------------------------------
/s/ W. Donald Bell                                
- -------------------------       President and Chief Executive Officer (Principal
W. Donald Bell                  Executive Officer) and Director                 
                                
/s/ Remo E. Canessa                                
- -------------------------       Chief Financial Officer, Corporate Controller 
Remo E. Canessa                 and Secretary (Principal Financial and        
                                Accounting Officer)                           

/s/ Glenn E. Penisten
- -------------------------       Director
Glenn E. Penisten
                                                              
/s/ Gordon A. Campbell
- -------------------------       Director
Gordon A. Campbell

/s/ Jon H. Beedle                                                              
- -------------------------       Director
Jon H. Beedle

/s/ Edward L. Gelbach                                
- -------------------------       Director                              
Edward L. Gelbach

                                      II-4
INDEX TO EXHIBITS
Sequentially  
     Exhibit                                                                               Numbered 
     Number                          Description                                             Page
- -------------- -------------------------------------------------------------------    ------------------
4.1       1988 Incentive Stock Plan, as amended through May 23, 1996.

     4.2*      The forms of Option Agreement used under the 1988 Incentive Stock
               Plan.

     4.3       Employee Stock Purchase Plan, as amended through May 23, 1996.

     4.4*      The forms of Option  Agreement  used  under  the  Employee  Stock
               Purchase Plan.

     5.1       Opinion  of  Wilson  Sonsini  Goodrich  &  Rosati,   Professional
               Corporation, with respect to the securities being registered.

     23.1      Consent of Price Waterhouse LLP, Independent Accountants.

     23.2      Consent of Counsel (contained in Exhibit 5.1).

     24.1      Power of Attorney (See page II-4).
- ---------------------
*        Incorporated  by  reference  to  exhibit  filed  with the  Registrant's
         Registration  Statement on Form S-8 (File No. 33-83398) filed on August
         29, 1994.