As filed with the Securities and Exchange Commission
                          on October 16, 1998
                                           Registration No. 33-       -
=======================================================================
                   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                               94-517641
________________________           ____________________________________
(State of Incorporation)           (I.R.S. Employer Identification No.)

                        4550 Norris Canyon Road
                          San Ramon, CA 94583
                (Address of principal executive offices)

                      ____________________________


                   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
                      ____________________________

                                                 Exhibit Index at Page 4
<PAGE>
<TABLE>
<CAPTION>
                    CALCULATION OF REGISTRATION FEE
========================================================================
                              Proposed       Proposed
 Title of                     Maximum        Maximum
Securities       Amount       Offering       Aggregate       Amount of
  to be          to be        Price Per      Offering      Registration
Registered     Registered     Share (1)      Price (1)          Fee
------------------------------------------------------------------------
<S>            <C>            <C>            <C>           <C>
Stock Options 
and Common 
Stock (par 
value $.001)   300,000        $4.6914        $1,407,420    $391
========================================================================
<FN>

(1)  Estimated solely for the purpose of calculating the amount of the 
     registration fee pursuant to Rule 457(c) and (h)(1) under the 
     Securities Act of 1933, as amended (the "Act"). The offering 
     price per share and the aggregate offering price are based upon 
     (a) the weighted average exercise price, for shares subject to 
     outstanding options granted under the Registrant's 1998 Non-
     Officer Stock Option Plan (the "Plan") in accordance with Rule 
     457 (h) under the Act or (b) the average of the high and low 
     prices of the Registrant's Common Stock as reported on the Nasdaq 
     National Market on October 8, 1998, in accordance with Rule 457 
     (c) under the Act, for shares issuable pursuant to the Plan, in 
     accordance with Rule 457(c) of the Act. The following chart 
     illustrates the calculation of the registration fee:

========================================================================
                                                OFFERING     AGGREGATE
                                 NUMBER OF      PRICE PER     OFFERING
TYPE OF SHARES                    SHARES          SHARE        PRICE
------------------------------------------------------------------------

Shares issuable pursuant to 
outstanding options under the 
1998 Non-Officer Stock Option 
Plan                               206,575    $5.09(1)(a)   $1,051,469
------------------------------------------------------------------------

Shares issuable pursuant to 
unissued stock options under 
the 1998 Non-Officer Stock 
Option Plan                         93,425    $3.81(1)(b)     $355,951
------------------------------------------------------------------------

Proposed Maximum Aggregate 
Offering Price                                              $1,407,420
------------------------------------------------------------------------

Registration Fee                                                  $391
========================================================================
</TABLE>


     Approximate date of commencement of proposed sale to the public:  
     As soon as practicable after this Registration Statement becomes 
     effective.

                                    2
<PAGE>

                                 PART II

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by  SBE, Inc. (the "Company") with 
the Securities and Exchange Commission are incorporated by reference 
into this Registration Statement:

     (a)  The Company's latest annual report on Form 10-K filed 
pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 
1934, as amended (the "Exchange Act"), or either (1) the Company's 
latest prospectus filed pursuant to Rule 424(b) under the Act, that 
contains audited financial statements for the Company's latest fiscal 
year for which such statements have been filed, or (2) the Company's 
effective registration statement on Form 10 or 20-F filed under the 
Exchange Act containing audited financial statements for the Company's 
latest fiscal year.

     (b)  All other reports filed pursuant to Sections 13(a) or 15(d) 
of the Exchange Act since the end of the fiscal year covered by the 
annual reports, the prospectus or the registration statement referred 
to in (a) above.

     (c)  The description of the Company's Common Stock which is 
contained in a registration statement filed under the Exchange Act, 
including any amendment or report filed for the purpose of updating 
such description.

     All reports and other documents subsequently filed by the Company 
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 herein and to be a part of this registration statement from 
the date of the filing of such reports and 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

     The Company reincorporated in Delaware on December 15, 1997 and 
thus adopted new By-Laws and entered into new indemnification 
agreements with its officers and directors as more specifically 
described below.

     As permitted by Section 145 of the Delaware General Corporation 
Law, the By-Laws of the Company provide that (i) the Company is 
required to indemnify its directors and executive officers to the 
fullest extent not prohibited by the Delaware General Corporation Law, 
(ii) the Company may, in its discretion, indemnify other officers, 
employees and agents as set forth in the Delaware General Corporation 
Law, (iii) the Company is required to advance all expenses incurred by 
its directors and executive officers in connection with certain legal 
proceedings (subject to certain exceptions), (iv) the rights conferred 
in the By-Laws are not exclusive, (v) the Company is authorized to 
enter into indemnification agreements with its directors, officers, 
employees and agents and (vi) the Company may not retroactively amend 
the By-Laws provisions relating to indemnify.

     The Company has entered into agreements with its directors and 
executive officers that require the Company to indemnify such persons 
against expenses, judgements, fines, settlements and other amounts that 
such person becomes legally obligated to pay (including expenses of a 
derivative action ) in connection with any proceeding, whether actual 
or threatened, to which any such person may be made a party by reason 
of the fact that such person is or was a director of or officer of the 
Company or any of its affiliated enterprises, provided such person 
acted in good faith and in a manner such person reasonably believed to 

                                    3
<PAGE>
be in or not opposed to the best interests of the Company.  The 
indemnification agreements also set forth certain procedures that will 
apply in the event of a claim for indemnification thereunder.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable


ITEM 8.   EXHIBITS

Exhibit
Number

5         Opinion of Cooley Godward LLP

23.1      Consent of PricewaterhouseCoopers LLP

23.2      Consent of Cooley Godward LLP is contained in Exhibit 5 to this 
          Registration Statement

24        Power of Attorney is contained on the signature pages.

99.1      1998 Non-Officer Stock Option Plan

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

ITEM 9.   UNDERTAKINGS

1.   The undersigned registrant hereby undertakes:

     (a)   To file, during any period in which offers or sales are being 
made, a post-effective amendment to this registration statement:

           (i)   To include any prospectus required by section 10(a)(3) 
     of the Securities Act;

           (ii)  To reflect in the prospectus any facts or events 
     arising after the effective date of the registration statement 
     (or the most recent post-effective amendment thereof) which, 
     individually or in the aggregate, represent a fundamental change 
     in the information set forth in the registration statement.  
     Notwithstanding the foregoing, any increase or decrease in volume 
     of securities offered (if the total dollar value of securities 
     offered would not exceed that which was registered) and any 
     deviation from the low or high end of the estimated maximum 
     offering range may be reflected in the form of prospectus filed 
     with the Commission pursuant to Rule 424(b) (Sec. 230.424(b) of this 
     chapter) if, in the aggregate, the changes in volume and price 
     represent no more than a 20% change in the maximum aggregate 
     offering price set forth in the "Calculation of Registration Fee" 
     table in the effective registration statement.

           (iii) 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;

     PROVIDED, HOWEVER, that paragraphs (a)(i) and (a)(ii) do not 
apply if the information required to be included in a post-effective 
amendment by those paragraphs is contained in periodic reports filed by 
the issuer pursuant to section 13 or section 15(d) of the Exchange Act 
that are incorporated by reference herein.

                                    4
<PAGE>
     (b)   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 
herein, and the offering of such securities at that time shall be 
deemed to be the initial bona fide offering thereof.

     (c)   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.

     2.    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 herein, and the offering 
of such securities at that time shall be deemed to be the initial bona 
fide offering thereof.

     3.    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.



                               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 October 16, 1998.


                                    SBE, Inc.



                                    By  /s/ Timothy J. Repp
                                        ___________________
                                          Timothy J. Repp

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






                                    5
<PAGE>

                           POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose 
signature appears below constitutes and appoints William B. Heye 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.

                                    6
<PAGE>
     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities and on the dates indicated. 

<TABLE>
<CAPTION>

Signature                     Title                  Date

<S>                           <C>                    <C>

 /s/ William B. Heye, Jr.     President and Chief    October 16, 1998
_________________________     Executive Officer 
   William B. Heye, Jr.       (Principal Executive 
                              Officer)



 /s/ Timothy J. Repp          Vice President,        October 16, 1998
_________________________     Finance, Chief 
   Timothy J. Repp            Financial Officer and 
                              Secretary (Principal 
                              Financial Officer and 
                              Accounting Officer)



 /s/ Raimon L. Conlisk        Director               October 16, 1998
_________________________
   Raimon L. Conlisk



 /s/ George E. Grega          Director               October 16, 1998
_________________________
   George E. Grega



 /s/ Ronald J. Ritchie        Director               October 16, 1998
_________________________
   Ronald J. Ritchie



 /s/ Randall L-W. Caudill     Director               October 16, 1998
_________________________
   Randall L-W. Caudill
</TABLE>


                                    7
<PAGE>
<TABLE>
<CAPTION>
                             EXHIBIT INDEX
Exhibit                                                Sequential Page 
Number                    Description                  Number
<S>     <C>                                            <C>

5       Opinion of Cooley Godward LLP                           9

23.1    Consent of PricewaterhouseCoopers LLP                  10

23.2    Consent of Cooley Godward LLP  is contained in          9
        Exhibit 5 to this Registration Statement

24      Power of Attorney is contained on the signature         6
        pages.

99.1    1998 Non-Officer Stock Option Plan                     11

99.2    Form of Stock Option Agreement and Grant Notice        20
        used in connection with the 1998 Non-Officer
        Stock Option Plan
</TABLE>

                                    8
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18310}]
{"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": "333-65767", "film-number": "98726500"}, "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 October 16, 1998
                                           Registration No. 33-       -
=======================================================================
                   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                               94-517641
________________________           ____________________________________
(State of Incorporation)           (I.R.S. Employer Identification No.)

                        4550 Norris Canyon Road
                          San Ramon, CA 94583
                (Address of principal executive offices)

                      ____________________________

                   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
                      ____________________________

                                                 Exhibit Index at Page 4
CALCULATION OF REGISTRATION FEE
========================================================================
                              Proposed       Proposed
 Title of                     Maximum        Maximum
Securities       Amount       Offering       Aggregate       Amount of
  to be          to be        Price Per      Offering      Registration
Registered     Registered     Share (1)      Price (1)          Fee
------------------------------------------------------------------------
Stock Options 
and Common 
Stock (par 
value $.001)   300,000        $4.6914        $1,407,420    $391
========================================================================
(1)  Estimated solely for the purpose of calculating the amount of the 
     registration fee pursuant to Rule 457(c) and (h)(1) under the 
     Securities Act of 1933, as amended (the "Act"). The offering 
     price per share and the aggregate offering price are based upon 
     (a) the weighted average exercise price, for shares subject to 
     outstanding options granted under the Registrant's 1998 Non-
     Officer Stock Option Plan (the "Plan") in accordance with Rule 
     457 (h) under the Act or (b) the average of the high and low 
     prices of the Registrant's Common Stock as reported on the Nasdaq 
     National Market on October 8, 1998, in accordance with Rule 457 
     (c) under the Act, for shares issuable pursuant to the Plan, in 
     accordance with Rule 457(c) of the Act. The following chart 
     illustrates the calculation of the registration fee:

========================================================================
                                                OFFERING     AGGREGATE
                                 NUMBER OF      PRICE PER     OFFERING
TYPE OF SHARES                    SHARES          SHARE        PRICE
------------------------------------------------------------------------

Shares issuable pursuant to 
outstanding options under the 
1998 Non-Officer Stock Option 
Plan                               206,575    $5.09(1)(a)   $1,051,469
------------------------------------------------------------------------

Shares issuable pursuant to 
unissued stock options under 
the 1998 Non-Officer Stock 
Option Plan                         93,425    $3.81(1)(b)     $355,951
------------------------------------------------------------------------

Proposed Maximum Aggregate 
Offering Price                                              $1,407,420
------------------------------------------------------------------------

Registration Fee                                                  $391
========================================================================
Approximate date of commencement of proposed sale to the public:  
     As soon as practicable after this Registration Statement becomes 
     effective.

                                    2
PART II

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by  SBE, Inc. (the "Company") with 
the Securities and Exchange Commission are incorporated by reference 
into this Registration Statement:

     (a)  The Company's latest annual report on Form 10-K filed 
pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 
1934, as amended (the "Exchange Act"), or either (1) the Company's 
latest prospectus filed pursuant to Rule 424(b) under the Act, that 
contains audited financial statements for the Company's latest fiscal 
year for which such statements have been filed, or (2) the Company's 
effective registration statement on Form 10 or 20-F filed under the 
Exchange Act containing audited financial statements for the Company's 
latest fiscal year.

     (b)  All other reports filed pursuant to Sections 13(a) or 15(d) 
of the Exchange Act since the end of the fiscal year covered by the 
annual reports, the prospectus or the registration statement referred 
to in (a) above.

     (c)  The description of the Company's Common Stock which is 
contained in a registration statement filed under the Exchange Act, 
including any amendment or report filed for the purpose of updating 
such description.

     All reports and other documents subsequently filed by the Company 
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 herein and to be a part of this registration statement from 
the date of the filing of such reports and 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

     The Company reincorporated in Delaware on December 15, 1997 and 
thus adopted new By-Laws and entered into new indemnification 
agreements with its officers and directors as more specifically 
described below.

     As permitted by Section 145 of the Delaware General Corporation 
Law, the By-Laws of the Company provide that (i) the Company is 
required to indemnify its directors and executive officers to the 
fullest extent not prohibited by the Delaware General Corporation Law, 
(ii) the Company may, in its discretion, indemnify other officers, 
employees and agents as set forth in the Delaware General Corporation 
Law, (iii) the Company is required to advance all expenses incurred by 
its directors and executive officers in connection with certain legal 
proceedings (subject to certain exceptions), (iv) the rights conferred 
in the By-Laws are not exclusive, (v) the Company is authorized to 
enter into indemnification agreements with its directors, officers, 
employees and agents and (vi) the Company may not retroactively amend 
the By-Laws provisions relating to indemnify.

     The Company has entered into agreements with its directors and 
executive officers that require the Company to indemnify such persons 
against expenses, judgements, fines, settlements and other amounts that 
such person becomes legally obligated to pay (including expenses of a 
derivative action ) in connection with any proceeding, whether actual 
or threatened, to which any such person may be made a party by reason 
of the fact that such person is or was a director of or officer of the 
Company or any of its affiliated enterprises, provided such person 
acted in good faith and in a manner such person reasonably believed to 

                                    3
be in or not opposed to the best interests of the Company.  The 
indemnification agreements also set forth certain procedures that will 
apply in the event of a claim for indemnification thereunder.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable

ITEM 8.   EXHIBITS

Exhibit
Number

5         Opinion of Cooley Godward LLP

23.1      Consent of PricewaterhouseCoopers LLP

23.2      Consent of Cooley Godward LLP is contained in Exhibit 5 to this 
          Registration Statement

24        Power of Attorney is contained on the signature pages.

99.1      1998 Non-Officer Stock Option Plan

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

ITEM 9.   UNDERTAKINGS

1.   The undersigned registrant hereby undertakes:

     (a)   To file, during any period in which offers or sales are being 
made, a post-effective amendment to this registration statement:

           (i)   To include any prospectus required by section 10(a)(3) 
     of the Securities Act;

           (ii)  To reflect in the prospectus any facts or events 
     arising after the effective date of the registration statement 
     (or the most recent post-effective amendment thereof) which, 
     individually or in the aggregate, represent a fundamental change 
     in the information set forth in the registration statement.  
     Notwithstanding the foregoing, any increase or decrease in volume 
     of securities offered (if the total dollar value of securities 
     offered would not exceed that which was registered) and any 
     deviation from the low or high end of the estimated maximum 
     offering range may be reflected in the form of prospectus filed 
     with the Commission pursuant to Rule 424(b) (Sec. 230.424(b) of this 
     chapter) if, in the aggregate, the changes in volume and price 
     represent no more than a 20% change in the maximum aggregate 
     offering price set forth in the "Calculation of Registration Fee" 
     table in the effective registration statement.

           (iii) 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;

     PROVIDED, HOWEVER, that paragraphs (a)(i) and (a)(ii) do not 
apply if the information required to be included in a post-effective 
amendment by those paragraphs is contained in periodic reports filed by 
the issuer pursuant to section 13 or section 15(d) of the Exchange Act 
that are incorporated by reference herein.

                                    4
(b)   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 
herein, and the offering of such securities at that time shall be 
deemed to be the initial bona fide offering thereof.

     (c)   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.

     2.    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 herein, and the offering 
of such securities at that time shall be deemed to be the initial bona 
fide offering thereof.

     3.    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.

                               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 October 16, 1998.

                                    SBE, Inc.

                                    By  /s/ Timothy J. Repp
                                        ___________________
                                          Timothy J. Repp

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

                                    5
POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose 
signature appears below constitutes and appoints William B. Heye 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.

                                    6
Pursuant to the requirements of the Securities Act of 1933, 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.     President and Chief    October 16, 1998
_________________________     Executive Officer 
   William B. Heye, Jr.       (Principal Executive 
                              Officer)

 /s/ Timothy J. Repp          Vice President,        October 16, 1998
_________________________     Finance, Chief 
   Timothy J. Repp            Financial Officer and 
                              Secretary (Principal 
                              Financial Officer and 
                              Accounting Officer)

 /s/ Raimon L. Conlisk        Director               October 16, 1998
_________________________
   Raimon L. Conlisk

 /s/ George E. Grega          Director               October 16, 1998
_________________________
   George E. Grega

 /s/ Ronald J. Ritchie        Director               October 16, 1998
_________________________
   Ronald J. Ritchie

 /s/ Randall L-W. Caudill     Director               October 16, 1998
_________________________
   Randall L-W. Caudill
7
EXHIBIT INDEX
Exhibit                                                Sequential Page 
Number                    Description                  Number
5       Opinion of Cooley Godward LLP                           9

23.1    Consent of PricewaterhouseCoopers LLP                  10

23.2    Consent of Cooley Godward LLP  is contained in          9
        Exhibit 5 to this Registration Statement

24      Power of Attorney is contained on the signature         6
        pages.

99.1    1998 Non-Officer Stock Option Plan                     11

99.2    Form of Stock Option Agreement and Grant Notice        20
        used in connection with the 1998 Non-Officer
        Stock Option Plan
8