As filed with the Securities and Exchange Commission on June 30, 1998
                                             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)

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

                                 1998 STOCK PLAN
                          EMPLOYEE STOCK PURCHASE PLAN
                            (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.
                            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(1)                           Registered(2)        Per Share           Price             Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                   <C>             <C>              <C>
Common Stock, $0.01 par value

     To be issued under 1998 Stock Plan                         420,000 shares        $7.9525(3)       $3,340,050       $  986
                                                                 80,000 shares        $7.375 (4)       $  590,000       $  175
     To be issued under Employee Stock Purchase Plan            250,000 shares        $7.875 (5)       $1,968,750       $  581

                TOTAL                                           750,000 shares                         $5,898,800       $1,742
====================================================================================================================================
<FN>

(1)  Pursuant to Rule  416(a),  also covers  additional  securities  that may be
     offered  as  a  result  of  stock  splits,   stock   dividends  or  similar
     transactions.
(2)  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.
(3)  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
     $7.9525 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 June 24, 1998.

(4)  Computed in  accordance  with Rules 457(c) and 457(h) under the  Securities
     Act of 1933.  Such  computation  is based on the actual  exercise  price of
     $7.375  per  share,   which   represents   the  price  per  share  of  Bell
     Microproducts  Inc.  Common Stock as reported in the Nasdaq National Market
     on April 15, 1998, the date of grant of an opton to purchase  80,000 shares
     of Common Stock.

(5)  The price of $7.875 per share,  computed in accordance with Rule 457(c) and
     457(h) under the Securities Act of 1933, is the offering price per share of
     Common Stock as reported in the Nasdaq  National  Market on the  Enrollment
     Date of the first Offering  Period on May 22, 1998 under the Employee Stock
     Purchase Plan.

</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, 1997.

         3.       The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 1998.

         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

                                      II-1

<PAGE>


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     1998 Stock Plan and related agreements.


 4.2     Employee  Stock  Purchase  Plan, as amended  through May 21, 1998,  and
         related agreements.

 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).

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


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.

                                      II-2

<PAGE>


         (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 30th day of
June, 1998.


                                             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 Bruce M. Jaffe,  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 June 29, 1998 by the following persons
in the capacities indicated.


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

/s/ W. Donald Bell
-----------------------------
   W. Donald Bell                   President and Chief Executive Officer and
                                    Chairman of the Board (Principal Executive
                                    Officer)

/s/ Bruce M. Jaffe
-----------------------------
   Bruce M. Jaffe                   Chief Financial Officer and Secretary
                                    (Principal Financial and Accounting Officer)

/s/ Gordon A. Campbell
-----------------------------
   Gordon A. Campbell               Director

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

/s/ James Ousley
-----------------------------
   James Ousley                     Director

-----------------------------
   Glenn E. Penisten                Director



<PAGE>


                                INDEX TO EXHIBITS

Exhibit
Number                    Description
------                    -----------
 4.1     1998 Stock Plan and related agreements

 4.2     Employee Stock Purchase Plan and related agreements, as amended through
         May 21, 1998.

 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).

---------------------
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16077}]
{"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": "333-58053", "film-number": "98657346"}, "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 June 30, 1998
                                             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)

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

                                 1998 STOCK PLAN
                          EMPLOYEE STOCK PURCHASE PLAN
                            (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.
                            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(1)                           Registered(2)        Per Share           Price             Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value

     To be issued under 1998 Stock Plan                         420,000 shares        $7.9525(3)       $3,340,050       $  986
                                                                 80,000 shares        $7.375 (4)       $  590,000       $  175
     To be issued under Employee Stock Purchase Plan            250,000 shares        $7.875 (5)       $1,968,750       $  581

                TOTAL                                           750,000 shares                         $5,898,800       $1,742
====================================================================================================================================
(1)  Pursuant to Rule  416(a),  also covers  additional  securities  that may be
     offered  as  a  result  of  stock  splits,   stock   dividends  or  similar
     transactions.
(2)  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.
(3)  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
     $7.9525 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 June 24, 1998.

(4)  Computed in  accordance  with Rules 457(c) and 457(h) under the  Securities
     Act of 1933.  Such  computation  is based on the actual  exercise  price of
     $7.375  per  share,   which   represents   the  price  per  share  of  Bell
     Microproducts  Inc.  Common Stock as reported in the Nasdaq National Market
     on April 15, 1998, the date of grant of an opton to purchase  80,000 shares
     of Common Stock.

(5)  The price of $7.875 per share,  computed in accordance with Rule 457(c) and
     457(h) under the Securities Act of 1933, is the offering price per share of
     Common Stock as reported in the Nasdaq  National  Market on the  Enrollment
     Date of the first Offering  Period on May 22, 1998 under the Employee Stock
     Purchase Plan.
================================================================================
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, 1997.

         3.       The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 1998.

         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

                                      II-1
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     1998 Stock Plan and related agreements.

 4.2     Employee  Stock  Purchase  Plan, as amended  through May 21, 1998,  and
         related agreements.

 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).

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

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.

                                      II-2
(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 30th day of
June, 1998.

                                             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 Bruce M. Jaffe,  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 June 29, 1998 by the following persons
in the capacities indicated.

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

/s/ W. Donald Bell
-----------------------------
   W. Donald Bell                   President and Chief Executive Officer and
                                    Chairman of the Board (Principal Executive
                                    Officer)

/s/ Bruce M. Jaffe
-----------------------------
   Bruce M. Jaffe                   Chief Financial Officer and Secretary
                                    (Principal Financial and Accounting Officer)

/s/ Gordon A. Campbell
-----------------------------
   Gordon A. Campbell               Director

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

/s/ James Ousley
-----------------------------
   James Ousley                     Director

-----------------------------
   Glenn E. Penisten                Director
INDEX TO EXHIBITS

Exhibit
Number                    Description
------                    -----------
 4.1     1998 Stock Plan and related agreements

 4.2     Employee Stock Purchase Plan and related agreements, as amended through
         May 21, 1998.

 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).

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