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,                         078137AC0
          SERIES B DUE 2024                                  (CUSIP Number of
   (Title of Class of Securities)                          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


    TRANSACTION VALUATION*                          AMOUNT OF FILING FEE**
    ----------------------                          ----------------------

         $109,850,000                                     $11,753.95

- -------------------

* 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         |X| Issuer tender offer subject to
        subject to Rule 14d-1                Rule 13e-4.

    |_| Going-private transaction        |_| Amendment to Schedule 13D
        subject to Rule 13e-3.               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) 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 (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 1.  SUMMARY TERM SHEET.

The Company announced on January 19, 2007 that it was terminating its Offer to
Purchase dated December 13, 2006.

The Company, pursuant to rights reserved in its Offer to Purchase dated December
13, 2006, has determined that it is in the best interests of the Company to
terminate the Offer to Purchase effective upon making public notice thereof.

Pursuant to Rule 13e-4(f)(5), the Company shall promptly return all tendered
Notes to the holders without cost to such tendering Note holders.

ITEM 2.  SUBJECT COMPANY INFORMATION.

This item is amended by the information set forth under Item 1 above.

ITEM 3.  IDENTITY AND BACKGROUND OF FILING PERSON.

This item is amended by the information set forth under Item 1 above.

ITEM 4.  TERMS OF THE TRANSACTION.

This item is amended by the information set forth under Item 1 above.

ITEM 5.  PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AMENDMENTS.

This item is amended by the information set forth under Item 1 above.

ITEM 6.  PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

This item is amended by the information set forth under Item 1 above.

ITEM 7.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

This item is amended by the information set forth under Item 1 above.

ITEM 8.  INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

This item is amended by the information set forth under Item 1 above.

ITEM 9.  PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.

This item is amended by the information set forth under Item 1 above.

ITEM 10.  FINIANCIAL STATEMENTS.

This item is amended by the information set forth under Item 1 above.

ITEM 11.  ADDITIONAL INFORMATION.

This item is amended by the information set forth under Item 1 above.

ITEM 12.  EXHIBITS.

Item 12(a) of the Schedule TO is hereby amended by the information set forth
under Item 1 above, and the following exhibit is filed herewith:


       (a)(9)   Press Release issued by the Company on January 19, 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 19, 2007

                                           BELL MICROPRODUCTS INC.

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






                                       3

EX-99.(A)(9)

            [BELL MICROPRODUCTS LOGO]


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

FOR IMMEDIATE RELEASE


BELL MICROPRODUCTS TERMINATES TENDER OFFER FOR ITS CONVERTIBLE SUBORDINATED
NOTES DUE 2024

January 19, 2007--Bell Microproducts Inc. (Nasdaq: BELM) (the "Company") today
announced that it has terminated its previously announced tender offer to
purchase any and all of its $109,850,000 outstanding 3 3/4 % Convertible
Subordinated Notes, Series B due 2024 (the "Notes"). The tender offer expired at
9:00 a.m., New York City time, on January 18, 2007. All Notes tendered during
the tender offer will be returned to their prior holders at no cost to the
holders and no cash will be paid.

On December 13, 2006, the Company announced an offer to purchase any and all of
the Notes at a purchase price equal to $1,000.00 per $1,000.00 of the principal
amount of the Notes, plus accrued and unpaid interest to, but excluding, the
date on which the Notes are purchased. After evaluating available options, the
Company determined that termination of the tender offer was the most prudent
course of action. Pursuant to the Offer to Purchase and the terms of the
Company's previously announced consent solicitation for the Notes, it will be
obligated to pay holders of the Notes their pro rata share of a special interest
payment equal to 8.5% of the outstanding aggregate principal amount of the
Notes. The Company believes it has access to sufficient resources to fund the
special interest payment and its working capital requirements. In exchange for
the special interest payment and an initial consent fee equal to 0.50% of the
aggregate principal amount of the Notes, the Company received a permanent waiver
of the SEC periodic reporting covenants and obligation to deliver such periodic
reports to the trustee under the indenture.

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 the Company's expectations regarding its capital
requirements, including the special interest payment to the holders of the
Notes, involve 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 to the following factors:

     o    the risk that additional sources of financing, if needed, will not be
          available on terms acceptable to the Company;

     o    the ultimate outcome and timing of the Company's financial statement
          restatement process, including the stock option review;

     o    risks arising from material weaknesses in the Company's internal
          control over financial reporting;

     o    potential adverse effects to the Company's 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 and consent solicitation processes
          and the tender offer;

     o    risks associated with the Company's inability to prepare and timely
          file financial statements;

     o    potential adverse effects if there are additional adverse
          accounting-related developments;

     o    potential adverse developments from enforcement actions that may be
          commenced by regulatory agencies, including delisting of the Company's
          common stock from the Nasdaq Global Market;

     o    potential downgrades in the credit ratings of the Company's
          securities; and





     o    risks associated with the Company's business operations as identified
          in its SEC filings.

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.