8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 2, 2009

Bell Microproducts Inc.

(Exact name of registrant as specified in its charter)

California	0-21528	94-3057566
(State or other jurisdiction  of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
1941 Ringwood Avenue, San Jose, California		95131-1721
(Address of principal executive offices)		(Zip Code)
	408-451-9400
	Registrant’s telephone number, including area code:
	Not Applicable
	Former Name or Former Address, if Changed Since Last Report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 1.01                      Entry into a Material Definitive Agreement.

Item 7.01                      Regulation FD Disclosure

Item 9.01                      Financial Statements and Exhibits.

SIGNATURES

Exhibit Index

Exhibit 10.1

Exhibit 99.1

Item 1.01                      Entry into a Material Definitive Agreement.

On March 2, 2009, the Company received a letter agreement dated February 25, 2009 further amending the October 2, 2006 Securities Purchase Agreement by and among the Company, The Teachers' Retirement System of Alabama, and The Employees' Retirement System of Alabama, which letter agreement provided that the required delivery date of the Company’s audited financial statements for the year ended December 31, 2007, is extended from March 31, 2009 to June 30, 2009.  A copy of the letter agreement is included as Exhibit 10.1 and incorporated herein by reference.

Item 7.01                      Regulation FD Disclosure.

On March 2, 2009 the Company issued a press release.  A copy of the press release is furnished as Exhibit 99.1.

Item 9.01                      Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit 10.1 Letter Agreement to Bell Microproducts Inc. dated February 25, 2009.

Exhibit 99.1 Press Release issued by Bell Microproducts Inc. on March 2, 2009.*

________________________________

*           Furnished, not filed.

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 hereunto duly authorized.

	Bell Microproducts Inc.
March 2, 2009	By:	/s/ Andrew S. Hughes
		Name:	Andrew S. Hughes
		Title:	Vice President, General Counsel and Corporate Secretary

Exhibit Index

Exhibit No.	Description
10.1	Letter Agreement to Bell Microproducts Inc. dated February 25, 2009.
99.1	Press Release issued by Bell Microproducts Inc. on March 2, 2009.*

________________________________

*           Furnished, not filed.

EX-10.1

Exhibit 10.1

February 25, 2009

Bell Microproducts Inc.

1941 Ringwood Avenue

San Jose, CA  95131

Re: Securities Purchase Agreement dated as of October 2, 2006 (the “2006 Securities Purchase Agreement”) among Bell Microproducts Inc. (the “Company”) and The Teachers’ Retirement System of Alabama and The Employees’ Retirement System of Alabama (collectively “2006 Investor”)

Gentlemen and Ladies,

The 2006 Investor (a) understands and acknowledges that the Company is in the process of restating its financial statements and that the Company has been and will be unable to timely deliver the various financial statements and SEC reports as required in the 2006 Securities Purchase Agreement; (b) agrees that the Company shall have until June 30, 2009 to deliver the 2007 and 2008 annual financial statements; (c) waives any defaults which may otherwise arise or result from the failure to timely deliver each such financial statement and the related SEC report for time periods prior to the due date therefor set forth in clause (b) above; (d) waives any defaults which may otherwise arise or result from any representation or warranty made or deemed made with respect to the previously delivered financial statements which are the subject of the restatement and the related SEC reports; and (e) waives any defaults which may otherwise arise or result from any covenant requiring the filing of the SEC reports (with the SEC) prior to June 30, 2009 with respect to the 2007 and 2008 fiscal year.

(THE SIGNATURE PAGE FOLLOWS.)

(Signature page to the February 25, 2009 letter to Bell Microproducts Inc.)

Very truly yours,

2006 INVESTOR:	THE TEACHERS' RETIREMENT SYSTEM OF ALABAMA
	By:	/s/ David G. Bronner
		Name:	David G. Bronner
		Title:	Chief Executive Officer
	THE EMPLOYEES' RETIREMENT SYSTEM OF ALABAMA
	By:	/s/ David G. Bronner
		Name:	David G. Bronner
		Title:	Chief Executive Officer

EX-99.1

Bell Microproducts Announces Amendment of its Term Debt Facilities

SAN JOSE, Calif., Mar. 2, 2009 (GLOBE NEWSWIRE) -- Bell Microproducts Inc. (Pink Sheets: BELM) today announced the completion of amendments to its term debt agreements with The Retirement Systems of Alabama.  These amendments remove the minimum net worth requirement from the agreements, curing any potential covenant breach through the date of the amendments, and replace the net worth requirement with the same reduced fixed charge coverage criteria the Company now has with its U.S. bank group.

In addition, the amendments also extend the required delivery date of the Company’s consolidated audited financial statements for the year ended December 31, 2007 from March 31, 2009 to June 30, 2009.  The required delivery date of the Company’s 2008 consolidated audited financial statements remains unchanged at June 30, 2009.  The Company now has secured waivers from all of its major lenders.

W. Donald Bell, President and Chief Executive Officer of Bell Microproducts, said, “We are pleased that our lenders, including the RSA, have established new covenants to our domestic loan agreements, and eliminated past covenant issues.  Our lenders have also agreed to move the date for the delivery of our consolidated audited financial statements for 2007 to June 30, 2009, to coincide with the delivery date of our 2008 consolidated audited financial statements, and we fully anticipate meeting that deadline.”

About Bell Microproducts

Bell Microproducts (Pink Sheets: BELM) is a leading international, value-added distributor of a wide range of high-tech products, solutions and services, including storage systems, servers, software, computer components and peripherals, as well as maintenance and professional services.  An industry-recognized specialist in storage products, the Company is one of the world’s largest storage-centric value-added distributors.

Bell Microproducts is uniquely qualified with deep technical and application expertise to service a broad range of information technology needs.  From design to deployment, its products are available at any level of integration, from components to subsystem assemblies and fully-integrated, tested and certified system solutions.  More information can be found in the Company’s SEC filings, or by visiting the Bell Microproducts Web site at www.bellmicro.com.

Safe Harbor Statement

This press release contains forward-looking statements that are based on the current opinions and estimates of management, within the meaning of the Private Securities Litigation Reform Act of 1995, and speak only as of the date on which they are made.  Investors should not place undue reliance on these statements and the company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.  Statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “forecast,” “estimate,” “may,” “should,” “anticipate” and similar statements of a future or forward-looking nature identify forward-looking statements.  Forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause the company’s actual results to differ materially from those indicated in these statements.  Such forward-looking statements include, but are not limited to:  the expectation that the Company will deliver its consolidated audited financial statements for 2007 and 2008 to its lenders by June 30, 2009.  Actual results could differ materially from such statements as a result of many risks and uncertainties, including:  the Company being unable to complete and deliver its consolidated audited financial statements by the dates required by the lenders and that the lenders may be unwilling to provide additional waivers on terms acceptable to the Company, or at all.  Investors should also take into account the risks described in the Company’s periodic reports filed with the Securities and Exchange Commission when making investment decisions. Investors are cautioned not to place undue reliance on these forward-looking statements, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

CONTACT: Amy Feng

Investor Relations Representative

(213) 630-6550