SC TO-I/A

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

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                                  SCHEDULE TO/A
                             TENDER OFFER STATEMENT
                       UNDER SECTION 14(d)(1) OR 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

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                             BELL MICROPRODUCTS INC.
                       (Name of Subject Company (issuer))

                             BELL MICROPRODUCTS INC.
                (Names of Filing Persons (identifying status as
                       offeror, issuer or other person))

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3 3/4 % CONVERTIBLE SUBORDINATED NOTES,
           SERIES B DUE 2024                            078137AC0
     (Title of Class of Securities)        (CUSIP Number of Class of Securities)


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                                   Copies to:


     HOLLY ANDERSON
  CORPORATE SECRETARY                                 MELODIE R. ROSE
 BELL MICROPRODUCTS INC.                          FREDRIKSON & BYRON, P.A.
  1941 RINGWOOD AVENUE                       200 SOUTH SIXTH STREET, SUITE 4000
SAN JOSE, CALIFORNIA 95131                          MINNEAPOLIS, MN 55402
    (408) 451-9400                                     (612) 492-7000
            (Name, Address and Telephone Number of Person Authorized
       to Receive Notices and Communications on Behalf of Filing Persons)



                           CALCULATION OF FILING FEE


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       TRANSACTION VALUATION*                             AMOUNT OF FILING FEE**
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           $109,850,000                                        $11,753.95
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* Calculated solely for purposes of determining the filing fee. The purchase
price of the 3 3/4 % Convertible Subordinated Notes, Series B due 2024, as
described herein, is $1,000 per $1,000 principal amount outstanding.

** The amount of the filing fee was calculated in accordance with Rule 0-11 of
the Securities Exchange Act of 1934, as amended, and equals $107 for each
$1,000,000 of the value of the transaction. Previously paid.


[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
    and identify the filing with which the offsetting fee was previously paid.
    Identify the previous filing by registration statement number, or the
    Form or Schedule and the date of its filing.

    Amount Previously Paid:   $11,753.95   Filing party: Bell Microproducts Inc.
    Form or Registration No.: Schedule TO  Date Filed:   December 13, 2006


[ ] Check the box if the filing relates solely to preliminary communications
    made before the commencement of a [ ] tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[ ] Third-party tender offer subject to Rule 14d-1    [X] Issuer tender offer
[ ] Going-private transaction subject to Rule 13e-3.      subject to Rule 13e-4.
[ ] Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer:    [ ]


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This Amendment (the "Amendment") to Tender Offer Statement on Schedule TO (the
"Schedule TO") is being filed by Bell Microproducts Inc. (the "Company"),
pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended, in
connection with its offer (as amended or supplemented, the "Tender Offer") to
purchase for cash any and all outstanding 3 3/4 % Convertible Subordinated
Notes, Series B due 2024 (the "Notes"), upon the terms and subject to the
conditions set forth in the Offer to Purchase dated December 13, 2006, as
amended by this Amendment (the "Offer to Purchase"), and in the related Letter
of Transmittal, which are Exhibits (a)(1) and Exhibit (a)(2) to the Schedule TO,
respectively. Capitalized terms used but not defined in this Amendment shall
have the meanings assigned to them in the Offer to Purchase. Except as set forth
in this Amendment, the terms of the Tender Offer remain the same as set forth in
the Offer to Purchase.

ITEM 11(b).

         Item 11(b) of the Schedule TO is hereby amended and supplemented by
         adding the following:

         On January 9, 2007, the Company issued a press release announcing
         certain preliminary results of operations for its quarter and year
         ended December 31, 2006. The Company also provided an update of its
         review of historical stock option grants. The press release issued by
         the Company on January 9, 2007 is attached hereto as Exhibit (a)(8) and
         incorporated herein by reference.

 ITEM 12. EXHIBITS.

         Item 12(a) of the Schedule TO is hereby amended and supplemented by
         adding the following language thereto:

         (a)(8)   Press Release issued by the Company on January 9, 2007.




                                       2






                                   SIGNATURE

        After due 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: January 15, 2007


                                   BELL MICROPRODUCTS INC.

                                   By:    /s/ James E. Illson
                                          -------------------------------------
                                   Name:  James E. Illson
                                   Its:   Chief Financial Officer





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EX-99.(A)(8)

                                                                Exhibit 99(a)(8)


             [BELL MICROPRODUCTS LOGO]


CONTACT:     Rob Damron
             Investor Relations Representative
             Bell Microproducts Inc.
             (414) 224-1668
             ir@bellmicro.com


FOR IMMEDIATE RELEASE
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          BELL MICROPRODUCTS ANNOUNCES RECORD Q4 2006 AND YEARLY SALES
  PRELIMINARY Q4 REVENUE RANGE OF $1.0 BILLION TO $1.015 BILLION, AND OVER $3.4
                         BILLION FOR THE FULL YEAR 2006

          EXCEEDS PREVIOUS Q4 GUIDANCE OF $920 MILLION TO $970 MILLION

SAN JOSE, CA --January 9, 2007-- Bell Microproducts Inc. (Nasdaq: BELM)
announces preliminary Q4 2006 revenue range of $1.0 billion to $1.015 billion,
an increase of approximately 20% over the $842 million reported in Q4 2005, and
28% as compared to Q3 2006. These preliminary results exceeded management's
previous Q4 2006 guidance of $920 million to $970 million.

Sales for the full year 2006 are expected to be in excess of $3.4 billion, up
approximately 8% over 2005.

Commenting on the preliminary Q4 results, W. Donald Bell, President and Chief
Executive Officer of Bell Microproducts said, "We are pleased with our strong
revenue growth this quarter. Our European operations performed strongly this
quarter with revenues for the combined European group increasing approximately
21% compared with the fourth quarter of 2005. In the Americas we had substantial
revenue growth in our higher margin Industrial sales channel, Canada, and our
Latin America group, as well as in our Total Tec and Rorke enterprise units.
This was partially offset by revenue decreases in our US Commercial sales
channel as we continue to focus on more profitable products and customers. Our
recent strategic acquisition of ProSys Information Systems generated revenue
consistent with expectations for the quarter. Furthermore, based on preliminary
information, gross margins from operations were generally in line with
expectations. As we enter 2007, we believe we are strategically positioned for
continued growth going forward."





The Solutions category of product and services sales were 52% of sales in the
fourth quarter, as compared to 52% in Q4 2005, and 50% for the full year due to
strong sales in this category. Solution sales grew by 21% as compared to Q4
2005.

The Components and Peripherals product segment also experienced strong growth in
Q4 and the year. Components and Peripherals were 48% of sales in Q4 2006, as
compared to 48% in Q4 2005 and 50% for the full year. Components and Peripheral
sales grew, by 20% in Q4 as compared to Q4 2005. Disk drive revenue was also
strong during the quarter, increasing 35% from Q4 of last year, and representing
31% of sales in the quarter. Disk drive sales increased 20% for the 2006 full
year as compared to 2005 and were 30% of sales for the full year.

Don Bell will be presenting an overview of Bell Microproducts at the Needham &
Company, Ninth Annual Growth Stock Conference in New York on January 9, 2007 at
2:30 p.m. EST. To listen to a live audio webcast of the presentations, visit the
Investor Relations page of the Bell Microproducts website at www.bellmicro.com.
A replay of the webcasts will be available for approximately one week following
the presentation.

The Company is unable at this time to provide additional quantitative
information regarding its quarterly results or any further comparison of such
results to Q4 2005 until the previously announced restatement of its financial
statements for certain prior periods and the review of its historical stock
option grants has been completed. A special committee of the board of directors
has been appointed to conduct an evaluation of the Company's stock option
practices with the assistance of independent counsel and independent accounting
consultants. The Company expects that accounting adjustments may be necessary
but is unable to quantify the magnitude of any such charges until the
independent review is completed.

ABOUT BELL MICROPRODUCTS

Bell Microproducts is an 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, this Fortune 1000 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 release may contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements, which include management's expectations regarding continued growth
in 2007 and the results of the review of the Company's historical stock option
grants involve certain known and unknown risks and uncertainties which could
cause actual results or facts to differ materially from such statements for a
variety of reasons including, but not limited the ultimate outcome and timing of
our financial statement restatement process, including the stock option review,
potential adverse effects to our financial condition, results of operations or
prospects as a result of any required adjustments to prior period financial
statements, and the incurrence of costs related to the restatement, as well as
the risks described from time to time in the Company's reports to the Securities
and Exchange Commission (including the Company's Annual Report on Form 10-K).
Investors should take such risks into account when making investment decisions.
Shareholders and other readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date on which they
are made. The Company undertakes no obligation to update publicly or revise any
forward-looking statements.