SBE INC
10-Q, 1999-06-11
COMPUTER COMMUNICATIONS EQUIPMENT
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               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                                   (Mark one)

            [X]     Quarterly report pursuant to section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                  FOR THE QUARTERLY PERIOD ENDED APRIL 30, 1999

        [  ]     Transition report pursuant to section 13 or 15(d) of the
                       Securities and Exchange Act of 1934

               For the transition period from _______ to ________


                          Commission file number 0-8419
                                                 ______

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

                       Delaware                     94-1517641
             ______________________________     __________________
            (State or other jurisdiction of     (I.R.S. Employer
             incorporation or organization)     Identification No.)


              4550 Norris Canyon Road, San Ramon, California 94583
              ___________________________________________________
             (Address of principal executive offices and zip code)

                                 (925) 355-2000
               __________________________________________________
              (Registrant's telephone number, including area code)

Indicate  by check mark whether Registrant (1) has filed all reports required to
be  filed  by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that Registrant was required
to  file such reports), and (2) has been subject to such filing requirements for
the  past  90  days.

                           Yes      X      No
                                   ---            ---

The number of shares of Registrant's Common Stock outstanding as of May 31, 1999
was 2,876,484.


                                       1
<PAGE>


                                    SBE, INC.

                        INDEX TO APRIL 30, 1999 FORM 10-Q


PART I     FINANCIAL INFORMATION

ITEM 1     Financial Statements

Condensed Consolidated Balance Sheets as of
   April 30, 1999 and October 31, 1998.........................................3

Condensed Consolidated Statements of Operations for the
   three and six months ended April 30, 1999 and 1998..........................4

Condensed Consolidated Statements of Cash Flows for the
   six months ended April 30, 1999 and 1998....................................5

Notes to Condensed Consolidated Financial Statements...........................6

ITEM 2     Management's Discussion and Analysis of Financial
           Condition and Results of Operations.................................8

ITEM 3     Quantitative and Qualitative Disclosures about
           Market Risk........................................................12


PART II    OTHER INFORMATION

ITEM 4     Submission of Matters to a Vote of Security Holders................13

ITEM 6     Exhibits and Reports on Form 8-K...................................13


SIGNATURES....................................................................14

EXHIBIT.......................................................................15







                                       2
<PAGE>

PART I.     FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

<TABLE>
<CAPTION>


                                       SBE, INC.
                         CONDENSED CONSOLIDATED BALANCE SHEETS
                          APRIL 30, 1999 AND OCTOBER 31, 1998
                                    (In thousands)


                                                             April 30,    October 31,
                                                               1999          1998
                                                            -----------  -------------
                                                            (Unaudited)
<S>                                                         <C>          <C>
ASSETS

Current assets:
     Cash and cash equivalents                              $    3,335   $      3,381
     Restricted cash                                             2,716             --
     Trade accounts receivable, net                              1,863          3,837
     Inventories                                                 1,538          1,754
     Deferred income taxes                                         240            240
     Other                                                         248            417
                                                            -----------  -------------
              Total current assets                               9,940          9,629

Property, plant and equipment, net                               1,154          1,330
Capitalized software costs, net                                    260            185
Other                                                               39             39
                                                            -----------  -------------
              Total assets                                  $   11,393   $     11,183
                                                            ===========  =============


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Trade accounts payable                                 $      531   $      1,375
     Accrued payroll and employee benefits                         322            321
     Other accrued expenses                                        249            323
                                                            -----------  -------------
              Total current liabilities                          1,102          2,019

Deferred tax liabilities                                           240            240
Deferred rent                                                      377            391
                                                            -----------  -------------
              Total liabilities                                  1,719          2,650
                                                            -----------  -------------

Stockholders' equity:
     Common stock                                               10,843         10,016
     Note receivable from stockholder                             (744)            --
     Accumulated deficit                                          (425)        (1,483)
                                                            -----------  -------------
              Total stockholders' equity                         9,674          8,533
                                                            -----------  -------------
              Total liabilities and stockholders' equity    $   11,393   $     11,183
                                                            ===========  =============


              See notes to condensed consolidated financial statements.
</TABLE>
                                       3
<PAGE>

<TABLE>
<CAPTION>


                                           SBE, INC.
                        CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 1999 AND 1998
                            (In thousands, except per share amounts)
                                          (Unaudited)

                                                           Three months ended  Six months ended
                                                               April 30,          April 30,
                                                             1999     1998      1999     1998
                                                            -------  -------  --------  -------
<S>                                                         <C>      <C>      <C>       <C>
Net sales                                                   $3,760   $4,412   $10,278   $8,857

Cost of sales                                                1,277    1,644     3,528    3,366
                                                            -------  -------  --------  -------

Gross profit                                                 2,483    2,768     6,750    5,491

Product research and development                             1,218      958     2,223    2,086

Sales and marketing                                            971    1,221     1,958    2,547

General and administrative                                     536      856     1,569    1,647
                                                            -------  -------  --------  -------

Total operating expenses                                     2,725    3,035     5,750    6,280
                                                            -------  -------  --------  -------

Operating income (loss)                                       (242)    (267)    1,000     (789)

Interest and other income, net                                  60       26        99       79
                                                            -------  -------  --------  -------

Income (loss) before income taxes                             (182)    (241)    1,099     (710)

Provision for income taxes                                      10       --       (41)      --
                                                            -------  -------  --------  -------

Net income (loss)                                           $ (172)  $ (241)  $ 1,058   $ (710)
                                                            =======  =======  ========  =======

Basic earnings (loss) per share                             $(0.06)  $(0.09)  $  0.37   $(0.27)
                                                            =======  =======  ========  =======

Diluted earnings (loss) per share                           $(0.06)  $(0.09)  $  0.35   $(0.27)
                                                            =======  =======  ========  =======

Basic - Shares used
 in per share computations                                   2,870    2,661     2,846    2,656
                                                            =======  =======  ========  =======

Diluted - Shares used
  in per share computations                                  2,870    2,661     3,007    2,656
                                                            =======  =======  ========  =======



                  See notes to condensed consolidated financial statements.
</TABLE>
                                       4
<PAGE>

<TABLE>
<CAPTION>

                                            SBE, INC.
                         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                        FOR THE SIX MONTHS ENDED APRIL 30, 1999 AND 1998
                                         (In thousands)
                                           (Unaudited)

                                                                               Six months ended
                                                                                  April 30,
                                                                              ------------------

                                                                                1999      1998
                                                                              --------  --------
<S>                                                                           <C>       <C>
Cash flows from operating activities:
      Net income (loss)                                                       $ 1,058   $  (710)
      Adjustments to reconcile net income (loss) to net cash
      provided by (used in) operating activities:
            Depreciation and amortization                                         373       482
            Changes in operating assets and liabilities:
                  Decrease (increase) in trade accounts receivable              1,974      (333)
                  Decrease (increase) in inventories                              216    (1,173)
                  Decrease (increase) in other assets                             169      (353)
                  (Decrease) increase in trade accounts payable                  (844)      256
                  Decrease in other liabilities                                   (87)     (718)
                                                                              --------  --------
                        Net cash provided by (used in) operating activities     2,859    (2,549)
                                                                              --------  --------

Cash flows from investing activities:
      Purchases of property and equipment                                        (145)     (778)
      Capitalized software costs                                                 (127)     (113)
      Increase in restricted cash                                              (2,716)       --
                                                                              --------  --------
                        Net cash used in investing activities                  (2,988)     (891)
                                                                              --------  --------

Cash flows from financing activities:
      Proceeds from stock plans                                                    83       134
                                                                              --------  --------
                        Net cash provided by financing activities                  83       134
                                                                              --------  --------

Net decrease in cash and cash equivalents                                         (46)   (3,306)

Cash and cash equivalents at beginning of period                                3,381     5,569
                                                                              --------  --------
Cash and cash equivalents at end of period                                    $ 3,335   $ 2,263
                                                                              ========  ========









                See notes to condensed consolidated financial statements.
</TABLE>
                                       5
<PAGE>

                                  SBE, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)


1.     INTERIM PERIOD REPORTING:

The  condensed  consolidated  financial statements are unaudited and include all
adjustments  consisting of normal recurring adjustments that are, in the opinion
of  management,  necessary for a fair presentation of the financial position and
results  of  operations  and cash flows for the interim periods.  The results of
operations  for  the  quarter  and six-month period ended April 30, 1999 are not
necessarily  indicative  of  expected  results  for  the  full 1999 fiscal year.

Certain  information  and  footnote  disclosures normally contained in financial
statements  prepared in accordance with generally accepted accounting principles
have  been  condensed  or  omitted.  These  condensed  consolidated  financial
statements should be read in conjunction with the financial statements and notes
contained in the Company's Annual Report on Form 10-K for the year ended October
31,  1998.


2.     INVENTORIES:

Inventories  comprise  the  following  (in  thousands):


                      April 30,   October 31,
                        1999         1998
                     ----------  ------------

Finished goods       $    1,038  $      1,657
Parts and materials         500            97
                     ----------  ------------
                     $    1,538  $      1,754
                     ==========  ============


3.     NET  EARNINGS  (LOSS)  PER  SHARE:

The  Company  computes earnings (loss) per share in accordance with Statement of
Financial  Accounting  Standards  No. 128, "Earnings Per Share."  Basic earnings
per  common  share  for  the  six  months  ended April 30, 1999 were computed by
dividing  net  income  by  the weighted average number of shares of common stock
outstanding.  Diluted  earnings  per common share for the six months ended April
30,  1999 were computed by dividing net income by the weighted average number of
shares  of  common stock and common stock equivalents outstanding.  Common stock
equivalents  relate  to  outstanding  options  to purchase 780,975 shares of the
Company's  common  stock  as  of  April  30, 1999.  Common stock equivalents are
excluded from the diluted loss per common share (LPS) calculations for the three
months  ended  April  30,  1999 and for the three and six months ended April 30,
1998,  as  they  have  the  effect  of  decreasing  LPS.

                                       6
<PAGE>

4.     NOTE  RECEIVABLE  FROM  STOCKHOLDER:

On November 6, 1998 the Company made a loan to an officer and stockholder in the
amount of $622,800 under a two-year recourse promissory note bearing an interest
rate of 4.47 percent and collateralized by 145,313 shares of Common Stock of the
Company.  The loan was used to pay for the exercise of 139,400 shares of Company
stock  options  and  related taxes.  On April 16, 1999 the loan was increased to
$743,800.


5.     LETTER  OF  CREDIT;  RESTRICTED  CASH:

During  the  quarter  ended  April  30, 1999 the Company established a letter of
credit  with  a bank in connection with an arrangement with a vendor under which
the company will purchase parts valued at $2.7 million for use in products to be
sold  to  Compaq  Computers.  The letter of credit is secured by $2.7 million of
restricted  cash  and  expires  on  September  30, 1999 with automatic six-month
extensions.

                                       7
<PAGE>

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS


Except  for the historical information contained herein the following discussion
contains  forward-looking  statements that involve risks and uncertainties.  The
Company's  actual  results  could  differ  materially from those discussed here.
Factors  that could cause or contribute to such differences include, but are not
limited to, those discussed in this section and those discussed in the Company's
Annual  Report on Form 10-K for the year ended October 31, 1998, particularly in
the  section  entitled  "Item  1--Business--Risk  Factors."

The  Company's  business is characterized by a concentration of sales to a small
number of customers and consequently the timing of significant orders from major
customers  and  their  product  cycles  causes  fluctuations  in  the  Company's
operating  results.  The  Company  is attempting to diversify its sales with the
introduction  of new products that are targeted at large growing markets such as
telecommunications  and  client/server.  The  Company's  WanXL(TM)  products are
focused  on  the  client/server  market  and  the  significant  increases  in
communications  activity  that  are  driven  by  applications  such  as  email,
electronic  commerce,  geographically  diverse  corporate  networks  and general
computer  communications.  While  the  Company believes the market for the WanXL
products  is  large,  there can be no assurance that the Company will be able to
succeed  in  penetrating  this  market  and  diversifying  its  sales.

RESULTS  OF  OPERATIONS

The  following  table  sets  forth,  as  a  percentage  of  net  sales,  certain
consolidated  statements  of  operations data for the three and six months ended
April 30, 1999 and 1998.  These operating results are not necessarily indicative
of  Company's  operating  results  for  any  future  period.


                                 THREE MONTHS ENDED  SIX MONTHS ENDED
                                      APRIL 30,         APRIL 30,
                                      ---------         ---------
                                      1999   1998       1999   1998
                                     -----  -----      -----  -----

Net sales                             100%   100%       100%   100%
Cost of sales                          34     37         34     38
                                     -----  -----      -----  -----
  Gross profit                         66     63         66     62
                                     -----  -----      -----  -----
Product research and development       32     22         22     23
Sales and marketing                    26     28         19     29
General and administrative             14     19         15     19
                                     -----  -----      -----  -----
  Total operating expenses             72     69         56     71
                                     -----  -----      -----  -----
  Operating (loss) income              (6)    (6)        10     (9)
Interest and other income, net          1      1          1      1
                                     -----  -----      -----  -----
  (Loss) income before income taxes    (5)    (5)        11     (8)
Provision for income taxes             --     --         (1)    --
                                     -----  -----      -----  -----
  Net (loss) income                   (5)%   (5)%        10%   (8)%
                                     =====  =====      =====  =====



                                       8
<PAGE>

NET  SALES

Net  sales for the second quarter of fiscal 1999 were $3.8 million, a 15 percent
decrease  from  the  second quarter of fiscal 1998.  This decrease was primarily
attributable to decreased sales  of VME communication controller and netXpand(R)
products  offset  by increased sales of WanXL products as compared to the second
quarter  of  fiscal  1998.  Sales  of  VME  communication  controller  products
decreased  28  percent  and sales of netXpand products decreased 91 percent from
the second quarter of fiscal 1998.  Sales of WanXL products increased 59 percent
from  the  second  quarter of fiscal 1998.  Sales for the six months ended April
30,  1999  were $10.3 million, up from $8.9 million for the same period of 1998,
principally  due  to  increased  sales  of  communication  controller  products
partially  offset  by  decreased sales of netXpand and WanXL products.  Sales of
all  product  lines to individual customers in excess of 10 percent of net sales
of  the  Company  consisted  of  sales to Compaq Computers, which represented 73
percent  of  net sales in the first six months of fiscal 1999.  This compares to
sales  to  Motorola,  Inc., Compaq Computers (formerly Tandem Computers) and Lau
Technologies  of  28, 19 and 13 percent, respectively, of net sales in the first
six  months  of  fiscal  1998.  The  Company  expects  to continue to experience
fluctuation  in communication controller product sales as large customers' needs
change.

International  sales  constituted  4  percent  and 6 percent of net sales in the
first  six  months  of  fiscal  1999  and  the  first six months of fiscal 1998,
respectively.  The  decrease in international sales is primarily attributable to
decreased  sales  of  netXpand  products.

GROSS  PROFIT

Gross  profit  as  a  percentage  of  sales was 66 percent and 63 percent in the
second  quarter  of  fiscal  1999  and  the  second  quarter  of  fiscal  1998,
respectively.  Gross  profit as a percentage of sales in the first six months of
fiscal 1999 was 66 percent, up from 62 percent for the same period of 1998.  The
increases  from  fiscal 1998 to fiscal 1999 were primarily attributable to lower
material  costs  and  improved  operational  efficiencies.

PRODUCT  RESEARCH  AND  DEVELOPMENT

Product  research  and  development  expenses  were  $1.2  million in the second
quarter  of  fiscal  1999, an increase of 27 percent from $958,000 in the second
quarter  of  fiscal  1998.  Product research and development costs for the first
six  months  of  fiscal  1999 increased 7 percent from the same period of fiscal
1998.  The  increases in research and development spending fiscal 1998 to fiscal
1999  were  a  result  of  higher  spending  on  new  telecommunications product
development.  The Company expects that product research and development expenses
will  remain  at  current  levels.

SALES  AND  MARKETING

Sales  and  marketing  expenses  for  the  second  quarter  of  fiscal 1999 were
$971,000,  down  from  $1.2 million in the second quarter of fiscal 1998.  Sales
and  marketing  expenses  decreased 23 percent in the first six months of fiscal

                                       9
<PAGE>

1999 from the same period of fiscal 1998.  These decreases were primarily due to
lower  marketing  program  costs  for  advertising  and tradeshows.  The Company
expects sales and marketing expenses, as new products are announced, to increase
slightly  from  current  expenditure  levels.

GENERAL  AND  ADMINISTRATIVE

General  and  administrative expenses for the second quarter of fiscal 1999 were
$536,000, a decrease of 37 percent from $856,000 in the second quarter of fiscal
1998.  General  and administrative expenses decreased 5 percent in the first six
months  of  fiscal  1999  from  the  same  period  of fiscal 1998.  The decrease
expenses  are  a  result  of  lower  outside costs and continued expense control
efforts.  In future periods, the Company expects that general and administrative
expenses  will  remain  consistent  with  current  dollar  levels.

INTEREST  AND  OTHER  INCOME  (EXPENSE),  NET

Interest  income  increased in the second quarter and first six months of fiscal
1999  from  the  same  periods of fiscal 1998 due to higher investment balances.

INCOME  TAXES

The  Company  recorded  a  benefit  from  income  taxes of $10,000 in the second
quarter  and a provision of $41,000 in the first six months of fiscal 1999.  The
Company  did not record any benefit for taxes in the second quarter or the first
six  months  of fiscal 1998 as the benefit derived from its net operating losses
and unused tax credits was fully valued against.  In the event of future taxable
income, the Company's effective income tax rate in future periods could be lower
than  the  statutory  rate  as  operating  loss and tax credit carryforwards are
recognized.

NET  INCOME  (LOSS)

As  a  result of the factors discussed above, the Company recorded a net loss of
$172,000  in the second quarter of fiscal 1999 and a net loss of $241,000 in the
second  quarter  of  fiscal 1998.  Net income for the first six months of fiscal
1999 was $1.1 million, as compared to a net loss of $710,000 for the same period
of  1998.


LIQUIDITY  AND  CAPITAL  RESOURCES

At  April 30, 1999 the Company had cash and cash equivalents of $3.3 million, as
compared to $3.4 million at October 31, 1998.  In the first six months of fiscal
1999,  $143,000  of  cash  was  provided by operating activities, primarily as a
result  of  net  income  of  $1.1  million,  a $1.9 million decrease in accounts
receivable,  $373,000  in  depreciation and amortization, a $216,000 decrease in
inventories,  and  a $169,000 decrease in other assets.  These cash inflows were
partially  offset  by  a  $2.7  million  increase in restricted cash, a $844,000
decrease  in  accounts  payable  and  a  $87,000  decrease in other liabilities.
Working  capital at April 30, 1999 was $8.8 million, as compared to $7.6 million
at  October  31,  1998.

In  the  first six months of fiscal 1999 the Company purchased $145,000 of fixed

                                      10
<PAGE>

assets,  consisting  primarily  of computer and engineering equipment.  Software
costs  of  $127,000  were  also capitalized during the first six months of 1999.
The  Company  expects  capital  expenditures  during fiscal 1999 to be less than
fiscal  1998  levels.

The  Company  received  $83,000  in  the  first  six  months of fiscal 1999 from
employee  stock  option  exercises  and  employee stock purchase plan purchases.

Based  on  the  current operating plan, the Company anticipates that its current
cash  balances  and  anticipated cash flow from operations will be sufficient to
meet  its  working  capital  needs  over  at  least  the  next  twelve  months.


YEAR  2000  COMPLIANCE

Many older computer software programs refer to years in terms of their final two
digits  only.  Such  programs  may interpret the year 2000 to mean the year 1900
instead.  If  not corrected, those programs could cause date-related transaction
failures.

The  Company's  current  products,  to  the  extent  they have the capability to
process  date-related  information,  were designed to be Year 2000 compliant; in
other  words, the products were designed to manage and manipulate data involving
the transition of dates from 1999 to 2000 without functional or data abnormality
and  without  inaccurate  results  relating  to  such  dates.  There  can  be no
assurance  that systems operated by third parties that interface with or contain
the Company's products will timely achieve Year 2000 compliance.  Any failure of
these third parties' systems to timely achieve Year 2000 compliance could have a
material  adverse  effect  on  the  Company's  business, financial condition and
results  of  operations.

The  Company  believes  it  has  identified  substantially  all  of  the  major
information systems used in connection with its internal operations that must be
modified,  upgraded  or  replaced  to  minimize  the  possibility  of a material
disruption  of  its  business.  The  Company  is  in  the  process of modifying,
upgrading  and  replacing systems that have been identified as potentially being
adversely  affected  and  expects to complete this process before the end of its
1999 fiscal year.  The Company does not expect the cost related to these efforts
to  be  material  to  its  business,  financial  condition or operating results.

The  Company  depends  on  third  party  suppliers  for the manufacturing of its
products.  The Company has been gathering information from, and is communicating
with, these suppliers and, to the extent possible, has resolved issues involving
the  Year 2000 problem.  However, the Company has limited or no control over the
actions  of  its  suppliers.  Therefore,  the  Company cannot guarantee that its
manufacturing services suppliers will resolve any or all Year 2000 problems with
their  systems  before  the  occurrence  of  a  material  disruption  to  their
businesses.  Any  failure  of these suppliers to resolve Year 2000 problems with
their  systems  in  a  timely manner could have a material adverse effect on the
Company's  business,  financial  condition  or  operating  results.

                                      11
<PAGE>

The  Company is currently developing contingency plans to be implemented as part
of its efforts to identify and correct Year 2000 problems affecting its internal
systems.  The  Company  expects  to complete its contingency plans by the end of
its  1999  fiscal  year.  Depending  on  the systems affected, these plans could
include  (a)  accelerated  replacement  of  affected  equipment or software; (b)
increased  work  hours;  and  (c)  other  similar approaches.  If the Company is
required  to  implement  any of these contingency plans, such plans could have a
material  adverse  effect  on  its  business,  financial  condition or operating
results.


ITEM  3.     QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

The  Company's cash and cash equivalents are subject to interest rate risk.  The
Company  invests  primarily  on  a  short-term  basis.  The  Company's financial
instrument  holdings  at  April  30,  1999  were  analyzed  to  determine  their
sensitivity to interest rate changes.  The fair values of these instruments were
determined  by net present values.  In our sensitivity analysis, the same change
in  interest  rate  was  used for all maturities and all other factors were held
constant.  If interest rates increased by 10%, the expected effect on net income
related  to  the  Company's  financial  instruments  would  be  immaterial.

                                       12
<PAGE>

PART  II.     OTHER  INFORMATION

ITEM  4.      SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

(a)     The  annual  meeting of stockholders of the Company was held on Tuesday,
March  23, 1999, at 5:00 p.m. at the Company's corporate offices located at 4550
Norris  Canyon  Road,  San  Ramon,  California.

     The  stockholders  approved  the  following  three  items:

     (i)     Elected  one  director to hold office until the 2002 Annual Meeting
of  Stockholders:

                                        For               Against
                                        ---               -------

     Ronald  J.  Ritchie          2,586,051               118,319

     (ii)     Approved  the  Company's  1996  Stock  Option Plan, as amended, to
increase  the aggregate number of shares of Common Stock authorized for issuance
under  the  plan  by  100,000  shares.  (For-2,139,933;  Against-558,742;
Abstain-5,695)

     (iii)     Ratified  the  selection  of  PricewaterhouseCoopers  LLP  as the
Company's  independent  auditors  for  the  fiscal year ending October 31, 1999.
(For-2,686,748;  Against-7,880;  Abstain-9,742)

ITEM  6.      EXHIBITS  AND  REPORTS  ON  FORM  8-K

List  of  Exhibits:

     11.1     Statements  of  Computation  of  Net  Income  per  Share
     27.1     Financial  Data  Schedule

Reports  on  Form  8-K:

     No  report  on  Form  8-K was filed by the Company during the quarter ended
April  30,  1999.

                                      13
<PAGE>

                                   SIGNATURES



Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized,  on  June  11,  1999.


                                        SBE,  INC.
                                        ----------
                                        Registrant





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

                                      14


EXHIBIT  11.1

<TABLE>
<CAPTION>


                                               SBE, INC.
                        STATEMENTS OF COMPUTATION OF NET (LOSS) INCOME PER SHARE
                       FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 1999 AND 1998
                                (In thousands, except per share amounts)
                                              (Unaudited)


                                              Three months ended        Six months ended
                                                  April 30,                April 30,
                                             --------------------      ------------------
                                                1999      1998           1999      1998
                                              -------   --------        -------   -------
<S>                                           <C>       <C>             <C>       <C>
BASIC

Weighted average number of
 common shares outstanding                     2,870      2,661          2,846     2,656
                                              -------   --------        -------   -------

Number of shares for computation of
 net (loss) income per share                   2,870      2,661          2,846     2,656
                                              =======   ========        =======   =======

Net (loss) income                             $ (172)   $  (241)        $1,058    $ (710)
                                              =======   ========        =======   =======

Net (loss) income per share                   $(0.06)   $ (0.09)        $ 0.37    $(0.27)
                                              =======   ========        =======   =======


DILUTED

Weighted average number of
 common shares outstanding                     2,870      2,661          2,846     2,656

Shares issuable pursuant to options granted
 under stock option plans, less assumed
 repurchase at the ending fair market value
 for the period                                   (a)        (a)           161        (a)
                                              -------   --------        -------   -------

Number of shares for computation of
 net income (loss) per share                   2,870      2,661          3,007     2,656
                                              =======   ========        =======   =======

Net income (loss)                             $ (172)   $  (241)        $1,058    $ (710)
                                              =======   ========        =======   =======

Net income (loss) per share                   $(0.06)   $ (0.09)        $ 0.35    $(0.27)
                                              =======   ========        =======   =======


<FN>


(a)     In  loss  periods, common share equivalents would have an antidilutive effect on loss per share
and  therefore  have  been  excluded.
</TABLE>
                                      15


<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1000

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1999
<PERIOD-START>                             NOV-01-1998
<PERIOD-END>                               APR-30-1999
<CASH>                                            3335
<SECURITIES>                                         0
<RECEIVABLES>                                     1863
<ALLOWANCES>                                         0
<INVENTORY>                                       1538
<CURRENT-ASSETS>                                  9940
<PP&E>                                            1154
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                   11393
<CURRENT-LIABILITIES>                             1102
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         10843
<OTHER-SE>                                      (1169)
<TOTAL-LIABILITY-AND-EQUITY>                     11393
<SALES>                                          10278
<TOTAL-REVENUES>                                 10278
<CGS>                                             3528
<TOTAL-COSTS>                                     3528
<OTHER-EXPENSES>                                  5750
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                (99)
<INCOME-PRETAX>                                   1099
<INCOME-TAX>                                        41
<INCOME-CONTINUING>                               1058
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      1058
<EPS-BASIC>                                     0.37
<EPS-DILUTED>                                     0.35


</TABLE>


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