UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
BELL INDUSTRIES, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
078107 10 9
(CUSIP Number)
Reestablishing 13G Eligibility
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled
out for a reporting person's initial filing on
this form with respect to the subject class of
securities, and for any subsequent amendment
containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this
cover page shall not be deemed to be "filed" for
the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject
to the liabilities of that section of the Act but
shall be subject to all other provisions of the
Act (however, see the Notes).
Potential persons who are to respond to the
collection of information contained in this form
are not required to respond unless the form
displays a currently valid OMB control number.
SEC 1745 (3-98) Page 1 of 7 pages
CUSIP No. 078107 10 9
1. Names of Reporting Persons
I.R.S. Identification Nos. of above
persons (entries only).
NewSouth Capital Management, Inc.
62-1237220
2. Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) __________________________________
(b) __________________________________
3. SEC Use Only __________________________
4. Citizenship or Place of Organization
Tennessee
Number of 5. Sole Voting Power: 444,885
Shares Bene-
ficially 6. Shared Voting Power: 0
Owned by Each
Reporting 7. Sole Dispositive Power: 444,885
Person With:
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by
Each Reporting Person: 444,885
10. Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See
Instructions) _________________________
11. Percent of Class Represented by Amount
in Row (9): 4.7%
12. Type of Reporting Person (See
Instructions): Investment Adviser
Page 2 of 7 pages
Item 1.
(a) Name of Issuer
Bell Industries, Inc.
(b) Address of Issuer's Principal Executive
Offices
11812 San Vicente Blvd
Los Angeles, CA 90049-5069
Item 2.
(a) Name of Person Filing
NewSouth Capital Management, Inc.
(b) Address of Principal Business Office
or, if none, Residence
1000 Ridgeway Loop Rd. Suite 233
Memphis, TN 38120
(c) Citizenship
US/TN
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
078107 10 9
Item 3. If this statement is filed pursuant to
240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
(a) [ ] Broker or dealer registered under
section 15 of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6)
of the Act (15 U.S.C. 78c).
Page 3 of 7 pages
(c) [ ] Insurance company as defined in
section 3(a)(19) of the Act (15 U.S.C.
78c).
(d) [ ] Investment company registered
under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [x] An investment adviser in
accordance with 240.13d-
I(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or
endowment fund in accordance with
240.13d-I(b)(1)(ii)(F);
(g) [x] A parent holding company or
control person in accordance with
240.13d-I(b)(1)(ii)(G);
(h) [ ] A savings associations as defined
in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded
from the definition of an investment
company under section 3(c)(14) of the
Investment Company Act of 1940 (15
U.S.C. 80a-3);
(j) [] Group, in accordance with
240.13d-I(b)(1)(ii)(J).
Page 4 of 7 pages
Item 4. Ownership
Provide the following information
regarding the aggregate number and
percentage of the class of securities
of the issuer identified in Item 1.
(a) Amount beneficially owned: 444,885
(b) Percent of class: 4.7%
(c) Number of shares as to which the
person has:
(i) Sole power to vote or to
direct the vote: 444,885
(ii) Shared power to vote or
to direct the vote: 0
(iii) Sole power to dispose or
to direct the
disposition of: 444,885
(iv) Shared power to dispose
or to direct the
disposition of: 0
Item 5. Ownership of five Percent or Less of a
Class
If this statement is being filed to report
the fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of
more than five percent of the class of
securities, check the following [x].
Item 6. Ownership of More than Five Percent on
Behalf of Another Person.
NewSouth advisory clients have the right to
receive or the power to direct receipt of
dividends from and/or the proceeds from the sale
of the shares.
Page 5 of 7 Pages
Item 7. Identification and Classification of
the Subsidiary Which Acquired the
Security Being Reported on By the
Parent Holding Company
Not Applicable
Item 8. Identification and Classification of
Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
(a) The following certification shall
be included if the statement is
filed pursuant to 240.13d-1(b):
By signing below I certify that, to the best of
my knowledge and belief, the securities referred
to above were acquired and are held in the
ordinary course of business and were not acquired
and are not held for the purpose of or with the
effect of changing or influencing the control of
the issuer of the securities and were not
acquired and are not held in connection with or
as a participant in any transaction having that
purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the
information set forth in this statement is true,
complete and correct.
August 12, 1998
Date
Signature
D. Stephen Morrow,
Executive Vice President
Name/Title
Page 6 of 7 Pages
The original statement shall be signed by
each person on whose behalf the statement is
filed or his authorized representative. If the
statement is signed on behalf of a person by his
authorized representative other than an executive
officer or general partner of the filing person,
evidence of the representative's authority to
sign on behalf of such person shall be filed with
the statement, provided, however, that a power of
attorney for this purpose which is already on
file with the Commission may be incorporated by
reference. The name and any title of each person
who signs the statement shall be typed or printed
beneath his signature.
NOTE: Schedules filed in proper format shall
include a signed original and five copies of the
schedule, including all exhibits. See 240.13d-7
for other parties for whom copies are to be sent.
Attention: Intentional misstatements or
omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001).
Page 7 of 7 pages
