UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. )*

                            Winland Electronics, Inc.
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                                (Name of Issuer)

                      Common Stock, par value $.01 per share
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                         (Title of Class of Securities)

                                   974241101
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                                 (CUSIP Number)

                         BE Capital Management Fund LP
                        BE Capital Partners LLC GEN PTR
                        Thomas Braziel, Managing Partner
                          David Earls, Managing Partner
                          211 East 70th Street, Apt 10F
                              New York, NY 10021
                                 (212) 734-0368

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                 (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)


                                 November 30, 2012
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             (Date of Event which Requires Filing of this Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  that is the subject of this  Schedule  13D, and is filing this
schedule because of Sections 240.13d-1(e),  240.13d-1(f) or 240.13d-1(g),  check
the following box [ ].

Note:  Schedules  filed in paper format shall include a signed original and five
copies of the schedule,  including all  exhibits.  See Rule  240.13d-7 for other
parties to whom copies are to be sent.

*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
disclosures provided in a prior cover page.

The information required on 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).




                                                                     Page 2 of 6
                                  SCHEDULE 13D
CUSIP NO.  974241101

1. NAME OF REPORTING PERSON

        BE Capital Management LP
        BE Capital Partners LLC
        Thomas Braziel
        David Earls

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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP               (a) [ ]
                                                                  (b) [ ]

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3. SEC USE ONLY

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4. SOURCE OF FUNDS

	WC

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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
   or 2(e) [ ]

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6. CITIZENSHIP OR PLACE OF ORGANIZATION

	BE Capital Management LP is a Delaware limited partnership
	BE Capital Partners LLC is a Delaware limited liability company
	Thomas Braziel is a United States citizen
	David Earls is a United States citizen

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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

     7. SOLE VOTING POWER

		BE Capital Management LP - 0 shares
		BE Capital Partners LLC - 0 shares
		Thomas Braziel - 0 shares
		David Earls - 0 shares
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     8. SHARED VOTING POWER

		BE Capital Management LP - 225,496 shares
		BE Capital Partners LLC - 225,496 shares
		Thomas Braziel - 225,496 shares
		David Earls - 225,496 shares
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     9. SOLE DISPOSITIVE POWER

		BE Capital Management LP - 0 shares
		BE Capital Partners LLC - 0 shares
		Thomas Braziel - 0 shares
		David Earls - 0 shares
     ---------------------------------------------------------------------------
     10. SHARED DISPOSITIVE POWER

		BE Capital Management LP - 225,496 shares
		BE Capital Partners LLC - 225,496 shares
		Thomas Braziel - 225,496 shares
		David Earls - 225,496 shares

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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	BE Capital Management LP - 225,496 shares
	BE Capital Partners LLC - 225,496 shares
	Thomas Braziel - 225,496 shares
	David Earls - 225,496 shares

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12.  CHECK IF THE  AGGREGATE  AMOUNT IN ROW (11)  EXCLUDES  CERTAIN  SHARES (See
     Instructions ) [ ]

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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	BE Capital Management LP - 6.09%
	BE Capital Partners LLC - 6.09%
	Thomas Braziel - 6.09%
	David Earls - 6.09%

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14. TYPE OF REPORTING PERSON (See Instructions)

	BE Capital Management LP - PN
	BE Capital Partners LLC - OO
	Thomas Braziel - IN
	David Earls - IN

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                                                                     Page 3 of 6



Item 1.     Security and Issuer

The class of equity security to which this statement relates is the common stock
(the  "Common  Stock"),   par  value  $.01  per  share  ("Share"),   of  Winland
Electronics,  Inc., a Minnesota  corporation (the "Issuer").  The address of the
principal  executive  offices  of the  Issuer  is  1950  Excel  Drive,  Mankato,
Minnesota 56001.

Item 2.     Identity and Background

(a) The names of the persons filing this statement are BE Capital Management LP,
BE Capital Partners LLC, Thomas Braziel, and David Earls. This statement on
Schedule 13D is filed on behalf of all such Reporting Persons.

(b) The business address of each of the Reporting Persons is 211 East 70th St,
Apt 10F, New York, NY 10021.

(c) The principal business of BE Capital Partners LLC is serving as general
partner to a private investment partnership. The principal business of BE
Capital Management LP is Investment Management. Mr. Braziel's principal
occupations is Investment Professional. Mr. Earls' principal occupations
is Investment Professional.

(d) During the past five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).

(e) During the past five years, none of the Reporting Persons has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.

(f) BE Capital Partners LLC is a Delaware limited liability company. BE Capital
Management Fund LP is a Delaware Limited Partnership. Mr. Braziel is a United
States citizen.  Mr. Earls is a United States citizen.

Item 3.     Source and Amount of Funds or Other Consideration

The Shares were acquired in open market purchases by (i) a private investment
partnership, BE Capital Management Fund LP, a Delaware limited partnership, of
which BE Capital Partners LLC is the sole General Partner and BE Capital
Management LLC is the Investment Manager for an aggregate of approximately
$180,397 cash. Mr. Braziel and Mr. Earls are Managing Partners of BE Capital
Management LLC.

The source of such funds was the working capital of the private investment
partnership and private investment company.

Item 4.     Purpose of Transaction

The Shares were acquired for investment purposes. From time to time and
subject to the Reporting Persons agreement described in Item 6, the Reporting
Persons may consider the feasibility and advisability of various alternative
courses of action with respect to their investment in the Issuer including,
without limitation, (i) to hold the Shares as a passive investor or as an
active investor (including as a member of a group with other beneficial
owners of the Issuer's securities), (ii) to acquire beneficial ownership of
additional securities of the Issuer in the open market, in privately negotiated
 transactions or otherwise, (iii) to take other actions which could involve one
or more of the types of transactions or have one or more of the results
described in Item 4 of Schedule 13D (including, without limitation, a change
in the present composition of the Board of Directors of the Issuer and to fill
any then existing vacancies on such Board), (iv) to enter into agreements with
potential business combination partners to facilitate a transaction with the
Issuer or (v) to change their intention with respect to any or all of the
matters referred to above or in Item 4. The Reporting Persons' decisions and
actions with respect to such possibilities will depend upon a number of
factors, including, without limitation, the actions of the Issuer with
respect to the potential acquisitions or business combinations, market
activity in the Issuer's securities, an evaluation of the Issuer and its
prospects, general market and economic conditions, conditions specifically
affecting the Reporting Persons and other factors which the Reporting Persons
may deem relevant to their investment decisions.

Except as set forth above, none of the Reporting Persons has any plans or
proposals that relate to or would result in any of the actions described in
Item 4 of Schedule 13D.


                                                                     Page 4 of 6

Item 5.     Interest in Securities of the Issuer

(a) and (b) 225,496 shares, representing approximately 6.09% of the outstanding
shares of the Issuer, are held by BE Capital Management Fund LP. BE Capital
Partners LLC is the General Partner of BE Capital Management Fund LP.
BE Capital Management LLC is the Investment Manager of BE Capital Management
Fund LP. Mr. Braziel and Mr. Earls are the Managing Members of each of
BE Capital Partners LLC and BE Capital Management LLC and in such capacity
has the power to vote and dispose of such Shares.


All share numbers and ownership percentages reported herein are as of November
7, 2012. All ownership percentages reported herein are based on 3,701,630 shares
of the Issuer's Common Stock issued and outstanding as of November 7, 2012, as
reported by the Issuer in its Form 10-Q filed with the Securities and Exchange
Commission for September 30, 2012. Each of the Reporting Persons disclaims
beneficial ownership of all of the Shares, except to the extent of its or his
pecuniary interest therein, and the filing of this Schedule 13D shall not be
deemed an admission of beneficial ownership of any Shares for any purpose.
     (c) Transactions Effected in the Past Sixty Days: The following shares were
sold in market transactions through brokers:

                                                           Per Share
              Shares                  Date                   Price
              ------                  ----                   -----

                 200               10/03/2012                 0.4548
               4,300               10/04/2012                 0.5278
               3,670               10/05/2012                 0.5032
               2,900               10/09/2012                 0.5434
              20,200               10/12/2012                 0.5528
               1,100               10/15/2012                 0.5025
                 300               10/16/2012                 0.5333
               4,990               10/18/2012                 0.5326
                 400               10/23/2012                 0.4822
               1,500               10/25/2012                 0.5307
               5,000               10/26/2012                 0.6048
               7,891               10/31/2012                 0.6860

              17,900               11/02/2012                 0.7050
                 100               11/05/2012                 0.6840
              80,300               11/07/2012                 0.7026
              19,700               11/08/2012                 0.6532
               5,000               11/09/2012                 0.7035
               1,250               11/21/2012                 0.6432
               1,400               11/26/2012                 0.6432
               3,600               11/27/2012                 0.6439
               4,994               11/29/2012                 0.6841
               7,800               11/30/2012                 0.7245

               9,701               12/04/2012                 0.7099
              21,300               12/05/2012                 0.7592


(d) Not applicable.
(e) Not applicable.

                                       25

                                                                     Page 5 of 6




Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
        Securities of the Issuer

         None.

Item 7. Material to be Filed as Exhibits


         None.



                                                                     Page 6 of 6



                                    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.

Date: December 5, 2012

BE Capital Management LP:

BY:
/S/    Thomas Braziel

Thomas Braziel,
Managing Partner of the General Partner,
BE Capital Partners LLC


BE Capital Partners LLC:

BY:

/S/   Thomas Braziel

Thomas Braziel, Managing Partner


Thomas Braziel:

/S/ Thomas Braziel
Thomas Braziel


David Earls:

/S/ David Earls
David Earls