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): August 3, 2005

Bell Microproducts Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

California	0-21528	94-3057566
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
1941 Ringwood Avenue, San Jose, California		95131-1721
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 408-451-9400

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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On August 3, 2005, the Board of Directors of Bell Microproducts Inc. approved changes to the compensation paid to the directors who are not employees of the Company. The current director compensation is set forth in Exhibit 10.1 hereto and is incorporated in this Report as if fully set forth herein. In addition, the Board of Directors amended the stock ownership guidelines for its executive officers and directors, which guidelines are set forth in Exhibit 10.2 hereto and are incorporated in this Report as if fully set forth herein.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements: None.

(b) Pro forma financial information: None.

(c) Exhibits:

10.1 Director Compensation as of August 3, 2005
10.2 Stock Ownership Guidelines for Executive Officers and Directors as of August 3, 2005

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.
August 9, 2005	By:	/s/ James E. Illson
		Name: James E. Illson
		Title: Executive Vice Presdient, Finance and Operations and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
10.1	Director Compensation as of August 3, 2005
10.2	Stock Ownership Guidelines for Executive Officers and Directors as of August 3, 2005