As filed with the Securities and Exchange Commission on November 26, 1997
                                                     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 21, 1997)
                            (Full title of the plan)

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

                                 W. Donald Bell
                      President and Chief Executive Officer
                             Bell Microproducts Inc.
                              1941 Ringwood Avenue
                               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.
                            Robert G. O'Connor, 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            Per Share          Price               Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                  <C>                     <C>               <C>                <C>     
Common Stock, $0.01 par value

     To be issued under 1988 Incentive Stock Plan            300,000 shares(1)       $8.78125(2)       $2,634,375         $798.30
====================================================================================================================================

<FN>
(1)  An  additional  1,735,336  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, 33-95968 and 333-10837 filed with the
     Securities and Exchange  Commission  (the  "Commission")  on July 29, 1993,
     August 29, 1994, August 17, 1995, and August 26, 1996, respectively.

(2)  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
     $8.78125 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 November 24, 1997.
</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, 1996.

         3.       The  Registrant's  Quarterly  Reports  on  Form  10-Q  for the
                  quarters ended March 31, 1997, June 30, 1997 and September 30,
                  1997.

         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 reference 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  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.

                                      II-1

<PAGE>



Item 7.        Exemption from Registration Claimed.

         Not applicable.

Item 8.        Exhibits.

Number                        Document
------                        --------
 4.1     1988 Incentive Stock Plan, as amended through May 21, 1997.

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

                                      II-2

<PAGE>


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 24th day of
November, 1997.

                                     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 E. 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 November  24, 1997 by the  following
persons in the capacities indicated.


        SIGNATURE                                        TITLE
---------------------------------          -------------------------------------


/s/ W. Donald Bell
---------------------------------          President and Chief Executive Officer
W. Donald Bell                             (Principal Executive Officer) and 
                                           Director

/s/ Bruce M. Jaffe
---------------------------------          Senior Vice President of Finance and
Bruce M. Jaffe                             Operations and Chief Financial
                                           Officer (Principal Financial Officer)

/s/ Remo E. Canessa                
---------------------------------          Vice President of Finance, Corporate
Remo E. Canessa                            Controller and Secretary (Principal 
                                           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


<PAGE>


                                INDEX TO EXHIBITS


                                                                    Sequentially
Exhibit                                                               Numbered
Number               Description                                       Page
------               -----------                                       ----
 4.1     1988 Incentive Stock Plan, as amended through
         May 21, 1997.

 4.2*    The forms of Option  Agreement used under the
         1988 Incentive Stock 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.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15885}]
{"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": "333-41179", "film-number": "97729649"}, "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 November 26, 1997
                                                     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 21, 1997)
                            (Full title of the plan)

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

                                 W. Donald Bell
                      President and Chief Executive Officer
                             Bell Microproducts Inc.
                              1941 Ringwood Avenue
                               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.
                            Robert G. O'Connor, 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            Per Share          Price               Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value

     To be issued under 1988 Incentive Stock Plan            300,000 shares(1)       $8.78125(2)       $2,634,375         $798.30
====================================================================================================================================
(1)  An  additional  1,735,336  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, 33-95968 and 333-10837 filed with the
     Securities and Exchange  Commission  (the  "Commission")  on July 29, 1993,
     August 29, 1994, August 17, 1995, and August 26, 1996, respectively.

(2)  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
     $8.78125 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 November 24, 1997.
================================================================================
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, 1996.

         3.       The  Registrant's  Quarterly  Reports  on  Form  10-Q  for the
                  quarters ended March 31, 1997, June 30, 1997 and September 30,
                  1997.

         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 reference 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  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.

                                      II-1
Item 7.        Exemption from Registration Claimed.

         Not applicable.

Item 8.        Exhibits.

Number                        Document
------                        --------
 4.1     1988 Incentive Stock Plan, as amended through May 21, 1997.

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

                                      II-2
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 24th day of
November, 1997.

                                     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 E. 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 November  24, 1997 by the  following
persons in the capacities indicated.

        SIGNATURE                                        TITLE
---------------------------------          -------------------------------------

/s/ W. Donald Bell
---------------------------------          President and Chief Executive Officer
W. Donald Bell                             (Principal Executive Officer) and 
                                           Director

/s/ Bruce M. Jaffe
---------------------------------          Senior Vice President of Finance and
Bruce M. Jaffe                             Operations and Chief Financial
                                           Officer (Principal Financial Officer)

/s/ Remo E. Canessa                
---------------------------------          Vice President of Finance, Corporate
Remo E. Canessa                            Controller and Secretary (Principal 
                                           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
INDEX TO EXHIBITS

                                                                    Sequentially
Exhibit                                                               Numbered
Number               Description                                       Page
------               -----------                                       ----
 4.1     1988 Incentive Stock Plan, as amended through
         May 21, 1997.

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