As filed with the Securities and Exchange Commission on June 18, 2001
                           Registration No. 333-______
================================================================================

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ----------------------

                                    SBE, INC.
             (Exact name of registrant as specified in its charter)
                             ----------------------

            Delaware                                   94-1517641
     -----------------------           ------------------------------------
     (State of Incorporation)          (I.R.S. Employer Identification No.)


                             4550 NORRIS CANYON ROAD
                               SAN RAMON, CA 94583
                    (Address of principal executive offices)


                             1996 STOCK OPTION PLAN
                       1998 NON-OFFICER STOCK OPTION PLAN
                            (Full title of the plans)


                                 TIMOTHY J. REPP
                             CHIEF FINANCIAL OFFICER
                                    SBE, INC.
                             4550 NORRIS CANYON ROAD
                               SAN RAMON, CA 94583
                                 (925) 355-2000
  (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)
                             ----------------------

                                   Copies to:
                          Christopher A. Westover, Esq.
                               Cooley Godward LLP
                         One Maritime Plaza, 20th Floor
                             San Francisco, CA 94111
                                 (415) 693-2000


                                        1
<PAGE>
<TABLE>
<CAPTION>


                                   CALCULATION OF REGISTRATION FEE
====================================================================================================

    TITLE OF                                PROPOSED MAXIMUM    PROPOSED MAXIMUM
SECURITIES TO BE           AMOUNT TO BE      OFFERING PRICE        AGGREGATE           AMOUNT OF
   REGISTERED              REGISTERED (1)     PER SHARE (2)    OFFERING PRICE (2)   REGISTRATION FEE
------------------------   -------------    ----------------   -----------------    ----------------
<S>                        <C>              <C>                <C>                  <C>
Stock Options and Common   300,000 shares   $           2.61   $         783,000    $         206.71
Stock (par value $.001)
====================================================================================================
<FN>

(1)  This  registration  statement  is  intended  to cover the offering of up to
     150,000  shares of the Registrant's Common Stock pursuant to its 1996 Stock
     Option  Plan,  as  amended  (the  "Plan")  and  up to 150,000 shares of the
     Registrant's  Common  Stock  pursuant  to its 1998 Non-Officer Stock Option
     Plan,  as  amended  (the  "Non-Officer  Plan"). This registration statement
     shall  also  cover  any  additional  shares  of  Common  Stock which become
     issuable  under  the  Plan  or  Non-Officer  Plan  by  reason  of any stock
     dividend,  stock  split,  recapitalization or any other similar transaction
     without receipt of consideration which results in an increase in the number
     of  shares  of  the  Registrant's  outstanding  Common  Stock.

(2)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration  fee pursuant to Rule 457(h) under the Securities Act of 1933,
     as  amended  (the  "Act"). The price per share and aggregate offering price
     are  based  upon  the  average  of  the high and low prices of Registrant's
     Common  Stock  on  June 15, 2001 as reported on the Nasdaq National Market.
</TABLE>

                                        2
<PAGE>
                    INCORPORATION BY REFERENCE OF CONTENTS OF
    REGISTRATION STATEMENT ON FORM S-8 NOS. 33-45998, POS 33-45998, 333-63377,
                       333-65767, 333-32896 AND 333-43532.

     The  contents  of  Registration  Statements  on Form S-8 Nos. 33-45998, POS
33-45998,  333-63377,  333-65767,  333-32896  and  333-43532  filed  with  the
Securities  and  Exchange  Commission  on  February  26,  1992, August 19, 1998,
September  15,  1998,  October  16,  1998,  March  21, 2000 and August 11, 2000,
respectively,  are  incorporated  by  reference  herein.

                                    EXHIBITS

EXHIBIT
NUMBER
======
5.1      Opinion  of  Cooley  Godward  LLP.

23.1     Consent  of  PricewaterhouseCoopers  LLP,  Independent  Auditors.

23.2     Consent  of  Cooley  Godward  LLP  is  contained in Exhibit 5.1 to this
         Registration  Statement.

24.1     Power  of  Attorney  is  contained  on  the  signature  pages.

99.1     1996  Stock  Option  Plan,  as  amended  through  January  8,  2001.

99.2     1998  Non-Officer  Stock  Option Plan, as amended through May 22, 2001.

99.3     Form  of  Incentive  and  Nonstatutory  Stock Option Agreements used in
         connection  with  the  1996  Stock  Option  Plan.

99.4     Form of Stock Option Agreement and Grant Notice used in connection with
         the  1998  Non-Officer  Stock  Option  Plan.

                                        3
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of San Ramon, State of California, on June 18, 2001.


                                   SBE,  INC.


                                   By:  /s/Timothy  J.  Repp
                                        ----------------------
                                         Timothy  J.  Repp

                                   Title:  Vice President, Finance, Chief
                                           Financial Officer and Secretary


                               POWER OF ATTORNEY
     KNOW  ALL  PERSONS  BY  THESE  PRESENTS,  that  each person whose signature
appears  below constitutes and appoints William B. Heye, Jr. and Timothy J. Repp
and  each  or  any  one of them, his true and lawful attorney-in-fact and agent,
with  full  power  of  substitution and resubstitution, for him and in his name,
place  and  stead,  in  any  and  all capacities, to sign any and all amendments
(including  post-effective  amendments)  to  this Registration Statement, and to
file  the  same,  with  all  exhibits thereto, and other documents in connection
therewith,  with  the  Securities  and  Exchange  Commission, granting unto said
attorneys-in-fact  and  agents, and each of them, full power and authority to do
and  perform  each and every act and thing requisite and necessary to be done in
connection  therewith, as fully to all intents and purposes as he might or could
do  in  person,  hereby ratifying and confirming all that said attorneys-in-fact
and  agents,  or  any  of  them,  or their or his substitutes or substitute, may
lawfully  do  or  cause  to  be  done  by  virtue  hereof.

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

          SIGNATURE                         TITLE                      DATE

 /s/  William  B.  Heye,  Jr.
-----------------------------
William  B.  Heye,  Jr.           President, Chief Executive       June 18, 2001
                                  Officer and Director
                                  (Principal Executive Officer)

 /s/  Timothy  J.  Repp
-----------------------
Timothy  J.  Repp                 Vice President, Finance, Chief   June 18, 2001
                                  Financial Officer and Secretary
                                  (Principal Financial and
                                   Accounting Officer)

 /s/  Raimon  L.  Conlisk
-------------------------
Raimon  L.  Conlisk               Director                         June 18, 2001


 /s/  Ronald  J.  Ritchie
-------------------------
Ronald  J.  Ritchie               Director                         June 18, 2001


 /s/  Randall  L-W.  Caudill
----------------------------
Randall  L-W.  Caudill            Director                         June 18, 2001

                                        4
<PAGE>


                                  EXHIBIT INDEX

EXHIBIT       DESCRIPTION                                                   PAGE

5.1           Opinion of Cooley Godward LLP.                                   6

23.1          Consent of PricewaterhouseCoopers LLP, Independent Auditors.     7

23.2          Consent of Cooley Godward LLP is contained in Exhibit 5.1
              to this Registration Statement.                                  6

24.1          Power of Attorney is contained on the signature page             4

99.1          1996 Stock Option Plan, as amended through January 8, 2001.      8

99.2          1998 Non-Officer Stock Option Plan, as amended through
              May 22, 2001.                                                   30

99.3          Form of Incentive and Nonstatutory Stock Option Agreements
              used in connection with the 1996 Stock Option Plan.             40

99.4          Form of Stock Option Agreement and Grant Notice used in
              connection with the 1998 Non-Officer Stock Option Plan.         44



                                        5
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "sbe_s861801.txt", "secsgml_size_bytes": 10217}]
{"company-data": {"conformed-name": "SBE INC", "cik": "0000087050", "assigned-sic": "3576", "irs-number": "941517641", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63228", "film-number": "1662504"}, "business-address": {"street1": "4550 NORRIS CANYON ROAD", "city": "SAN RAMON", "state": "CA", "zip": "94583", "phone": "5103552000"}, "mail-address": {"street1": "4550 NORRIS CANYON RD", "city": "SAN RAMON", "state": "CA", "zip": "94583"}}
As filed with the Securities and Exchange Commission on June 18, 2001
                           Registration No. 333-______
================================================================================

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ----------------------

                                    SBE, INC.
             (Exact name of registrant as specified in its charter)
                             ----------------------

            Delaware                                   94-1517641
     -----------------------           ------------------------------------
     (State of Incorporation)          (I.R.S. Employer Identification No.)

                             4550 NORRIS CANYON ROAD
                               SAN RAMON, CA 94583
                    (Address of principal executive offices)

                             1996 STOCK OPTION PLAN
                       1998 NON-OFFICER STOCK OPTION PLAN
                            (Full title of the plans)

                                 TIMOTHY J. REPP
                             CHIEF FINANCIAL OFFICER
                                    SBE, INC.
                             4550 NORRIS CANYON ROAD
                               SAN RAMON, CA 94583
                                 (925) 355-2000
  (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)
                             ----------------------

                                   Copies to:
                          Christopher A. Westover, Esq.
                               Cooley Godward LLP
                         One Maritime Plaza, 20th Floor
                             San Francisco, CA 94111
                                 (415) 693-2000

                                        1
CALCULATION OF REGISTRATION FEE
====================================================================================================

    TITLE OF                                PROPOSED MAXIMUM    PROPOSED MAXIMUM
SECURITIES TO BE           AMOUNT TO BE      OFFERING PRICE        AGGREGATE           AMOUNT OF
   REGISTERED              REGISTERED (1)     PER SHARE (2)    OFFERING PRICE (2)   REGISTRATION FEE
------------------------   -------------    ----------------   -----------------    ----------------
Stock Options and Common   300,000 shares   $           2.61   $         783,000    $         206.71
Stock (par value $.001)
====================================================================================================
(1)  This  registration  statement  is  intended  to cover the offering of up to
     150,000  shares of the Registrant's Common Stock pursuant to its 1996 Stock
     Option  Plan,  as  amended  (the  "Plan")  and  up to 150,000 shares of the
     Registrant's  Common  Stock  pursuant  to its 1998 Non-Officer Stock Option
     Plan,  as  amended  (the  "Non-Officer  Plan"). This registration statement
     shall  also  cover  any  additional  shares  of  Common  Stock which become
     issuable  under  the  Plan  or  Non-Officer  Plan  by  reason  of any stock
     dividend,  stock  split,  recapitalization or any other similar transaction
     without receipt of consideration which results in an increase in the number
     of  shares  of  the  Registrant's  outstanding  Common  Stock.

(2)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration  fee pursuant to Rule 457(h) under the Securities Act of 1933,
     as  amended  (the  "Act"). The price per share and aggregate offering price
     are  based  upon  the  average  of  the high and low prices of Registrant's
     Common  Stock  on  June 15, 2001 as reported on the Nasdaq National Market.
2
INCORPORATION BY REFERENCE OF CONTENTS OF
    REGISTRATION STATEMENT ON FORM S-8 NOS. 33-45998, POS 33-45998, 333-63377,
                       333-65767, 333-32896 AND 333-43532.

     The  contents  of  Registration  Statements  on Form S-8 Nos. 33-45998, POS
33-45998,  333-63377,  333-65767,  333-32896  and  333-43532  filed  with  the
Securities  and  Exchange  Commission  on  February  26,  1992, August 19, 1998,
September  15,  1998,  October  16,  1998,  March  21, 2000 and August 11, 2000,
respectively,  are  incorporated  by  reference  herein.

                                    EXHIBITS

EXHIBIT
NUMBER
======
5.1      Opinion  of  Cooley  Godward  LLP.

23.1     Consent  of  PricewaterhouseCoopers  LLP,  Independent  Auditors.

23.2     Consent  of  Cooley  Godward  LLP  is  contained in Exhibit 5.1 to this
         Registration  Statement.

24.1     Power  of  Attorney  is  contained  on  the  signature  pages.

99.1     1996  Stock  Option  Plan,  as  amended  through  January  8,  2001.

99.2     1998  Non-Officer  Stock  Option Plan, as amended through May 22, 2001.

99.3     Form  of  Incentive  and  Nonstatutory  Stock Option Agreements used in
         connection  with  the  1996  Stock  Option  Plan.

99.4     Form of Stock Option Agreement and Grant Notice used in connection with
         the  1998  Non-Officer  Stock  Option  Plan.

                                        3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of San Ramon, State of California, on June 18, 2001.

                                   SBE,  INC.

                                   By:  /s/Timothy  J.  Repp
                                        ----------------------
                                         Timothy  J.  Repp

                                   Title:  Vice President, Finance, Chief
                                           Financial Officer and Secretary

                               POWER OF ATTORNEY
     KNOW  ALL  PERSONS  BY  THESE  PRESENTS,  that  each person whose signature
appears  below constitutes and appoints William B. Heye, Jr. and Timothy J. Repp
and  each  or  any  one of them, his true and lawful attorney-in-fact and agent,
with  full  power  of  substitution and resubstitution, for him and in his name,
place  and  stead,  in  any  and  all capacities, to sign any and all amendments
(including  post-effective  amendments)  to  this Registration Statement, and to
file  the  same,  with  all  exhibits thereto, and other documents in connection
therewith,  with  the  Securities  and  Exchange  Commission, granting unto said
attorneys-in-fact  and  agents, and each of them, full power and authority to do
and  perform  each and every act and thing requisite and necessary to be done in
connection  therewith, as fully to all intents and purposes as he might or could
do  in  person,  hereby ratifying and confirming all that said attorneys-in-fact
and  agents,  or  any  of  them,  or their or his substitutes or substitute, may
lawfully  do  or  cause  to  be  done  by  virtue  hereof.

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

          SIGNATURE                         TITLE                      DATE

 /s/  William  B.  Heye,  Jr.
-----------------------------
William  B.  Heye,  Jr.           President, Chief Executive       June 18, 2001
                                  Officer and Director
                                  (Principal Executive Officer)

 /s/  Timothy  J.  Repp
-----------------------
Timothy  J.  Repp                 Vice President, Finance, Chief   June 18, 2001
                                  Financial Officer and Secretary
                                  (Principal Financial and
                                   Accounting Officer)

 /s/  Raimon  L.  Conlisk
-------------------------
Raimon  L.  Conlisk               Director                         June 18, 2001

 /s/  Ronald  J.  Ritchie
-------------------------
Ronald  J.  Ritchie               Director                         June 18, 2001

 /s/  Randall  L-W.  Caudill
----------------------------
Randall  L-W.  Caudill            Director                         June 18, 2001

                                        4
EXHIBIT INDEX

EXHIBIT       DESCRIPTION                                                   PAGE

5.1           Opinion of Cooley Godward LLP.                                   6

23.1          Consent of PricewaterhouseCoopers LLP, Independent Auditors.     7

23.2          Consent of Cooley Godward LLP is contained in Exhibit 5.1
              to this Registration Statement.                                  6

24.1          Power of Attorney is contained on the signature page             4

99.1          1996 Stock Option Plan, as amended through January 8, 2001.      8

99.2          1998 Non-Officer Stock Option Plan, as amended through
              May 22, 2001.                                                   30

99.3          Form of Incentive and Nonstatutory Stock Option Agreements
              used in connection with the 1996 Stock Option Plan.             40

99.4          Form of Stock Option Agreement and Grant Notice used in
              connection with the 1998 Non-Officer Stock Option Plan.         44

                                        5