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

                                    FORM 10-Q

                                   (Mark one)

            [X]     Quarterly report pursuant to section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                  FOR THE QUARTERLY PERIOD ENDED JULY 31, 2001

        [  ]     Transition report pursuant to section 13 or 15(d) of the
                       Securities and Exchange Act of 1934

               For the transition period from _______ to ________


                          Commission file number 0-8419
                                                 ------

                                    SBE, INC.
             ______________________________________________________
             (Exact name of registrant as specified in its charter)

                   Delaware                        94-1517641
     ___________________________________       ________________________
     (State  or  other  jurisdiction  of      (I.R.S.  Employer
     incorporation  or  organization)         Identification  No.)


              4550 Norris Canyon Road, San Ramon, California 94583
              _____________________________________________________
              (Address of principal executive offices and zip code)

                                 (925) 355-2000
              ____________________________________________________
              (Registrant's telephone number, including area code)

Indicate  by check mark whether Registrant (1) has filed all reports required to
be  filed  by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that Registrant was required
to  file such reports), and (2) has been subject to such filing requirements for
the  past  90  days.

     Yes       X     No
             ----           ----

The  number  of  shares of Registrant's Common Stock outstanding as of September
13,  2001  was  3,521,222.




                                    SBE, INC.

                        INDEX TO JULY 31, 2001 FORM 10-Q



PART  I     FINANCIAL  INFORMATION

ITEM  1     Financial  Statements

Condensed  Consolidated  Balance  Sheets  as  of
   July  31,  2001  and  October  31,  2000                               3

Condensed  Consolidated  Statements  of  Operations  for  the
   three  and  nine  months  ended  July  31,  2001  and  2000            4

Condensed  Consolidated  Statements  of  Cash  Flows  for  the
   nine  months  ended  July  31,  2001  and  2000                        5

Notes  to  Condensed  Consolidated  Financial  Statements                 6

ITEM  2     Management's  Discussion  and  Analysis  of  Financial
     Condition  and  Results  of  Operations                              8

ITEM  3     Quantitative  and  Qualitative  Disclosures  about
     Market  Risk                                                        13


PART  II     OTHER  INFORMATION

ITEM  6     Exhibits  and  Reports  on  Form  8-K                       .13


SIGNATURES                                                               14

EXHIBITS                                                                 16







PART  I.       FINANCIAL  INFORMATION
ITEM  1.     FINANCIAL  STATEMENTS



                                    SBE, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

                                                  July 31,      October 31,
                                                    2001           2000
                                                 ----------    -----------
                                                       
          (Unaudited)
ASSETS
Current assets:
  Cash and cash equivalents . . . . . . . . . .  $   5,124   $      5,311
  Trade accounts receivable, net. . . . . . . .      1,422          4,296
  Inventories, net. . . . . . . . . . . . . . .      4,943          4,918
  Other . . . . . . . . . . . . . . . . . . . .        458            427
                                                 ----------  -------------
    Total current assets. . . . . . . . . . . .     11,947         14,952

Property, plant and equipment, net. . . . . . .      1,775          2,143
Capitalized software costs, net . . . . . . . .        140            293
Other . . . . . . . . . . . . . . . . . . . . .         71             39
                                                 ----------  -------------
    Total assets. . . . . . . . . . . . . . . .  $  13,933   $     17,427
                                                 ==========  =============


LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Trade accounts payable. . . . . . . . . . . .  $     854   $      1,094
  Accrued payroll and employee benefits . . . .        179          1,304
  Accrued product warranties. . . . . . . . . .        143            145
  Other accrued expenses. . . . . . . . . . . .        399            767
                                                 ----------  -------------
    Total current liabilities . . . . . . . . .      1,575          3,310

Refundable deposit. . . . . . . . . . . . . . .      4,870             --
Deferred rent and other . . . . . . . . . . . .        240            288
                                                 ----------  -------------

    Total liabilities . . . . . . . . . . . . .      6,685          3,598
                                                 ----------  -------------

Stockholders' equity:
  Common stock. . . . . . . . . . . . . . . . .     13,878         13,855
  Deferred stock compensation . . . . . . . . .         --           (164)
  Treasury stock. . . . . . . . . . . . . . . .       (409)          (409)
  Note receivable from stockholder. . . . . . .       (744)          (744)
  Retained earnings (accumulated deficit) . . .     (5,477)         1,291
                                                 ----------  -------------
    Total stockholders' equity. . . . . . . . .      7,248         13,829
                                                 ----------  -------------
    Total liabilities and stockholders' equity.  $  13,933   $     17,427
                                                 ==========  =============











SBE,  INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)
                                   (Unaudited)

                                   Three months ended  Nine months ended
                                          July  31,         July  31,
                                       2001     2000     2001     2000
                                     --------  ------  --------  -------
                                                     
Net sales . . . . . . . . . . . . .  $ 1,449   $7,835  $ 6,680   $23,748

Cost of sales . . . . . . . . . . .      915    2,946    3,818     8,279
                                     --------  ------  --------  -------
  Gross profit. . . . . . . . . . .      534    4,889    2,862    15,469

Product research and development. .    1,311    1,466    4,530     4,176
Sales and marketing . . . . . . . .      844    1,078    2,415     3,475
General and administrative. . . . .      684    1,061    2,483     3,563
Acquisition costs . . . . . . . . .       --      383       --       383
Restructuring costs . . . . . . . .       --       --      384        --
                                     --------  ------  --------  -------
  Total operating expenses. . . . .    2,839    3,988    9,812    11,597
                                     --------  ------  --------  -------

  Operating (loss) income . . . . .   (2,305)     901   (6,950)    3,872

Interest and other income, net. . .       63       38      183       104
                                     --------  ------  --------  -------
  (Loss) income before income taxes   (2,242)     939   (6,767)    3,976

Provision for income taxes. . . . .        1       97        1       190
                                     --------  ------  --------  -------

  Net (loss) income . . . . . . . .  $(2,243)  $  842  $(6,768)  $ 3,786
                                     ========  ======  ========  =======

Basic (loss) earnings per share . .  $ (0.66)  $ 0.26  $ (2.01)  $  1.21
                                     ========  ======  ========  =======

Diluted (loss) earnings per share .  $ (0.66)  $ 0.21  $ (2.01)  $  1.02
                                     ========  ======  ========  =======

Basic - Shares used
  in per share computations . . . .    3,421    3,238    3,373     3,141
                                     ========  ======  ========  =======
Diluted - Shares used
  in per share computations . . . .    3,421    3,989    3,373     3,703
                                     ========  ======  ========  =======











                                    SBE, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

                                                              Nine months ended
                                                                   July  31,
                                                              -----------------
                                                               2001      2000
                                                             --------  --------
                                                                 
Cash flows from operating activities:
  Net (loss) income . . . . . . . . . . . . . . . . . . . .  $(6,768)  $ 3,786
  Adjustments to reconcile net (loss) income to net cash
  (used) provided by operating activities:
    Amortization of deferred stock compensation . . . . . .       15       (82)
    Depreciation and amortization:
      Property and equipment. . . . . . . . . . . . . . . .      649       636
      Capitalized Software costs. . . . . . . . . . . . . .      163       183
    Changes in operating assets and liabilities:
      Decrease (increase) in trade accounts receivable. . .    2,874    (1,112)
      Increase in inventories . . . . . . . . . . . . . . .      (25)   (2,455)
      Decrease (increase) in other assets . . . . . . . . .      (63)       45
      (Decrease) increase in trade accounts payable . . . .     (240)    1,114
      (Decrease) increase in other current liabilities. . .   (1,495)    1,150
      Increase in non current liabilities . . . . . . . . .    4,822        98
                                                             --------  --------
        Net cash (used in) provided by operating activities      (68)    3,363
                                                             --------  --------

Cash flows from investing activities:
  Purchases of property and equipment . . . . . . . . . . .     (281)     (818)
  Capitalized software costs. . . . . . . . . . . . . . . .      (10)     (193)
                                                             --------  --------
        Net cash used in investing activities . . . . . . .     (291)   (1,011)
                                                             --------  --------

Cash flows from financing activities:
  Purchase of treasury stock. . . . . . . . . . . . . . . .       --       (51)
  Proceeds from stock plans . . . . . . . . . . . . . . . .      172     1,267
                                                             --------  --------
        Net cash provided by financing activities . . . . .      172     1,216
                                                             --------  --------

      Net (decrease) increase in cash and cash equivalents.     (187)    3,568

Cash and cash equivalents at beginning of period. . . . . .    5,311     3,385
                                                             --------  --------
Cash and cash equivalents at end of period. . . . . . . . .  $ 5,124   $ 6,953
                                                             ========  ========








                                    SBE, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.     INTERIM PERIOD REPORTING:

These  condensed  consolidated financial statements of SBE, Inc. (the "Company")
are  unaudited  and  include  all  adjustments,  consisting  of normal recurring
adjustments,  that  are,  in  the  opinion  of  management, necessary for a fair
presentation  of the financial position and results of operations and cash flows
for the interim periods.  The condensed consolidated financial statements of the
Company  include  the  financial  position and results of operation of LAN Media
Corporation,  which  the  Company  acquired  on  July  14,  2000. The merger was
accounted  for  as a pooling of interests, and accordingly, financial statements
presented  for all periods have been restated to reflect combined operations and
financial position. The results of operations for the nine months ended July 31,
2001 are not necessarily indicative of expected results for the full 2001 fiscal
year.

Certain  information  and  footnote  disclosures normally contained in financial
statements  prepared in accordance with generally accepted accounting principles
have  been  condensed  or  omitted.  These  condensed  consolidated  financial
statements should be read in conjunction with the financial statements and notes
contained in the Company's Annual Report on Form 10-K for the year ended October
31,  2000.

MANAGEMENT  ESTIMATES

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  and  disclosure of
contingent  assets  and  liabilities at the date of the financial statements and
the  reported  amounts  of  revenues  and  expenses during the reporting period.
Actual  results  could  differ  from  these estimates. Significant estimates and
judgments  made  by  management  of  the  Company  include  matters  such  as
collectibility  of  accounts  receivable,  realizability  of  inventories  and
recoverability  of  capitalized  software  and  deferred  tax  assets.

2.     INVENTORIES:

Inventories  comprise  the  following  (in  thousands):

                                    July  31,          October 31,
                                       2001                2000
                                        ----                 ----
Finished goods                       $ 2,229              $ 2,144
Parts and materials                    2,714                2,774
                                       -----                -----
                                     $ 4,943              $ 4,918
                                       =====                =====




3.     REFUNDABLE  DEPOSIT

A  refundable  deposit associated with a multi-year supply agreement with Compaq
Computer  Corporation  of $4.9 million was received in April 2001.  This deposit
is  refundable  as the Company delivers certain quantities of products to Compaq
over the next four years.  The entire deposit has been classified as non current
because  the  first refund payment is not expected to be made within the next 12
months.

4.     NET  (LOSS) EARNINGS PER SHARE:

Basic  (loss) earnings per common share for the three and nine months ended July
31,  2001  and  2000 were computed by dividing net (loss) income by the weighted
average  number  of shares of common stock outstanding.  Diluted (loss) earnings
per common share for the three and nine months ended July 31, 2000 were computed
by dividing net (loss) income by the weighted average number of shares of common
stock  and  common  stock  equivalents  outstanding.

The  following  table sets forth the computation of basic and diluted net (loss)
income  per  share  for  the  periods  indicated (in thousands, except per share
data):




                                 Three months ended   Nine months ended
                                         July  31,         July  31,
                                     ----------------   ---------------
                                       2001     2000     2001     2000
                                     --------  ------  --------  ------
                                                     
Basic:
Numerator
- -----------------------------------
Net (loss) income . . . . . . . . .  $(2,243)  $  842  $(6,768)  $3,786
Denominator
- -----------------------------------
Weighted average shares . . . . . .    3,421    3,238    3,373    3,141
                                     --------  ------  --------  ------

Basic net (loss) income per share .  $ (0.66)  $ 0.26  $ (2.01)  $ 1.21
                                     --------  ------  --------  ------

Diluted:
Numerator
- -----------------------------------
Net (loss) income . . . . . . . . .   (2,243)     842   (6,768)   3,786
Denominator
- -----------------------------------
Weighted average shares . . . . . .    3,421    3,238    3,373    3,141
Shares issuable under stock options      ---      751      ---      562
                                     --------  ------  --------  ------
Diluted shares. . . . . . . . . . .    3,421    3,989    3,373    3,703

Diluted net (loss) income per share  $  (.66)  $ 0.21  $ (2.01)  $ 1.02
                                     --------  ------  --------  ------



Diluted  net  loss per share for the three and nine month periods ended July 31,
2001 does not include the effect of any common stock issuable under stock option
plans  as  such  common  stock  equivalents  have  an  antidilutive  effect.

5.     RESTRUCTURING  COSTS:

During  the  second  fiscal  quarter  of  2001,  the  Company recorded a pre-tax
restructuring  charge of $384,000 in connection with the Company's consolidation
and  subleasing  of  facilities.  The  charge  represents  the  estimated  costs
associated  with  the  unoccupied  space,  net  of  estimated sublease revenues.

The  Company  expects  future  cash  expenditures  related to this restructuring
activity  to  be
approximately  $384,000,  of which $236,000 is anticipated to be paid within the
next  twelve
months.  Cash  payments  of $148,000 were made during the quarter ended July 31,
2001  in  connection with this matter.  All cash payments were for unused leased
space.

6.     CONCENTRATION OF RISK:

In  the  three  and  nine  months  ending  July  31,  2001 and 2000, most of the
Company's  sales  were attributable to sales of wireless communications products
and  were  derived  from  a  limited  number  of OEM customers.  Sales to Compaq
Computer Corporation accounted for 32 percent and 69 percent of net sales during
the  third  quarter of fiscal 2001 and 2000, respectively, and 39 percent and 73
percent  of  the Company's net sales in the first nine months of fiscal 2001 and
2000,  respectively.  Sales to Lockheed Martin accounted for 38 and 3 percent of
net  sales  during  the third quarter of fiscal 2001, respectively, and 15 and 4
percent  of  net sales for the first nine months of 2001 and 2000, respectively.
Also,  Compaq  accounted for 33 percent and 73 percent of the Company's accounts
receivable  as  of  July  31, 2001 and July 31, 2000, respectively.  The Company
expects  that  sales  to  Compaq  and  Lockheed  will  continue  to constitute a
substantial  portion of the Company's net sales in the remainder of fiscal 2001.
A  significant  reduction  in  orders  from  any of the Company's OEM customers,
particularly  Compaq  or  Lockheed,  could have a material adverse effect on the
Company's  business,  operating  results  and  financial  condition.

7.     RECENT ACCOUNTING  PRONOUNCEMENTS:

In July 2001 the Financial Accounting Standards Board (FASB) issued SFAS No. 141
"Business Combinations" and SFAS No. 142 "Goodwill and Other Intangible Assets."
SFAS  No. 141 which requires business combinations initiated after June 30, 2001
to  be  accounted  for using the purchase method of accounting and prohibits the
use  of the pooling of interest method . SFAS No. 142 changes the accounting for
goodwill  from an amortization method to an impairment approach. Amortization of
goodwill, including goodwill recorded in prior business combinations, will cease
prospectively  upon  the  adoption of the standard, which will be adopted by the
Company  on  January 1, 2002. The company does not anticipate significant impact
on  its  financial  statements  as  a result of the adoption of these accounting
standards.


ITEM  2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The  following  Management's  Discussion and Analysis of Financial Condition and
Results of Operations contains forward-looking statements that involve risks and
uncertainties.  Such  forward-looking statements include information that is not
historical  including,  without limitation, the Company's expectations regarding
sales  to  Compaq  Computer  in  fiscal  2001,  the  belief  that the market for
client-server  networking  products  is  growing,  the  adequacy  of anticipated
sources  of  cash,  planned  capital  expenditures,  the effect of interest rate
increases  and trends or expectations regarding the Company's operations.  Words
such  as "believes," "anticipates," "expects," "intends" and similar expressions
are  intended  to identify forward-looking statements, but are not the exclusive
means  of  identifying  such  statements.  Readers  are  cautioned  that  the
forward-looking  statements  reflect  management's  analysis only as of the date
hereof,  and  the  Company  assumes  no  obligation  to update these statements.
Actual  events or results may differ materially from the results discussed in or
implied  by  the  forward-looking  statements.  Factors  that might cause such a
difference  include,  but  are  not  limited  to,  those risks and uncertainties
discussed  below  in  this Quarterly Report on Form 10-Q, as well as other risks
set  forth  under  the  caption "Risk Factors" in the Company's Annual Report on
Form  10-K for the fiscal year ended October 31, 2000.  The following discussion
should  be  read  in  conjunction  with  the  Financial Statements and the Notes
thereto  included  in  Item  1  of this Quarterly Report on Form 10-Q and in the
Company's  Form  10-K  for  the  fiscal  year  ended  October  31,  2000.


SBE,  Inc.  designs,  markets,  sells  and  supports  high-speed  intelligent
communications  controller  products  for  use  in  telecommunications  systems
worldwide.  Our products enable both traditional and emerging telecommunications
service  providers  to  deliver  advanced communications equipment and services,
which we believe help these providers compete more effectively in today's highly
competitive  telecommunications  service  market.  Our  products  include  WAN
interface adapters and high performance communications controllers that are used
principally  in  workstations, media gateways, routers, internet access devices,
home  location  registers  and  data  messaging  applications.
Our  business  is characterized by a concentration of sales to a small number of
OEM  customers  and  consequently  the  timing  of significant orders from major
customers  and their product cycles causes fluctuation in our operating results.
Sales  to  Compaq  Computer  Corporation,  our  largest customer, represented 67
percent  of  our  net  sales  in  fiscal  2000.  If  any of our major customers,
especially  Compaq,  reduces  orders  for  our products, we could lose revenues,
whereby  our  operating  results and financial condition would suffer.  Sales to
Compaq  accounted  for 39 percent of our net sales in the nine months ended July
31,  2001 and 73 percent for the first nine months of fiscal 2000. Orders by our
OEM customers are affected by factors such as new product introductions, product
life  cycles,  inventory  levels,  manufacturing  strategy,  contract  awards,
competitive  conditions  and  general  economic  conditions.
We  are  attempting to diversify our sales with the introduction of new products
that  are  targeted  at  large  growing  markets  within  the telecommunications
industry.  Our  Highwire  products  are  focused  on  the  telecommunications
applications  market.  We  believe  the  growth  in this market is driven by the
convergence  of  traditional telephony applications with the Internet. We cannot
assure  you  that  we  will  be  able  to succeed in penetrating this market and
diversifying  our  sales.

RESULTS OF OPERATIONS

The  following  table  sets  forth,  as  a percentage of net sales, consolidated
statements  of operations data for the three and nine months ended July 31, 2001
and  2000.  These  operating  results  are  not  necessarily  indicative  of our
operating  results  for  any  future  period.




                                 THREE MONTHS ENDED   NINE MONTHS ENDED
                                         JULY  31,       JULY  31,
                                      -----------    -------------
                                      2001   2000    2001   2000
                                     ------  -----  ------  -----
                                                
Net sales . . . . . . . . . . . . .    100%   100%    100%   100%
Cost of sales . . . . . . . . . . .     63     38      57     35
                                     ------  -----  ------  -----
  Gross profit. . . . . . . . . . .     37     62      43     65
                                     ------  -----  ------  -----
Product research and development. .     90     18      68     17
Sales and marketing . . . . . . . .     58     14      36     15
General and administrative. . . . .     47     14      37     15
Restructuring / acquisition costs .     --      5       6      1
                                     ------  -----  ------  -----
  Total operating expenses. . . . .    196     51     147     49
                                     ------  -----  ------  -----
  Operating (loss) income . . . . .   (159)    11    (104)    16
Interest and other income, net. . .      4      1       3      1
                                     ------  -----  ------  -----
  (Loss) income before income taxes   (155)    12    (101)    17
Provision for income taxes. . . . .     --     (1)     --     (1)
                                     ------  -----  ------  -----
  Net (loss) income . . . . . . . .  (155)%    11%  (101)%    16%
                                     ======  =====  ======  =====




NET  SALES

Net  sales for the third quarter of fiscal 2001 were $1.4 million, an 82 percent
decrease  from  $7.8 million in the third quarter of fiscal 2000.  For the first
nine  months  of fiscal 2001 net sales were $6.7 million, which represented a 72
percent  decrease  from  $23.7  million in the same period in fiscal 2000.  This
decrease  was  primarily  attributable to significantly lower sales to Compaq in
fiscal  2001  --  $5.0  million  in  the  third quarter of fiscal 2001 and $15.2
million  for  the  first  nine  months  of fiscal 2001. In addition, the Company
experienced a $1.4 million decrease in sales of all other product lines combined
for  the  third quarter of fiscal 2001, and an $1.9 million decrease in sales of
all  other  product  lines for the first nine months of fiscal 2001, compared to
fiscal  2000.  Declining  market  and  economic  conditions  within  the
telecommunications  industry,  as  well  as the technology sector generally, and
product  design delays at several of our large customers also contributed to the
decrease.  Many of our customers are reducing demand as a result of the industry
slowdown  in  telecommunications  equipment  markets  and  therefore,  the
predictability  of  future orders is very limited as a result of these depressed
market  conditions.

Sales  to  Compaq, primarily of VMEBus products, represented 32 percent of sales
for  the  third  quarter  and  39  percent of sales for the first nine months of
fiscal  2001, while sales to Lockheed represented 38 percent of net sales during
the  third  quarter  and 15 percent of sales for the first nine months of fiscal
2001.  No  other customer accounted for over 10 percent of sales in the three or
nine  month periods.  We expect to continue to experience fluctuation in product
sales  as  large  customers'  needs  change.

GROSS  PROFIT

Gross profit as a percentage of sales in the third quarter of fiscal 2001 was 37
percent, as compared to 62 percent during the third quarter of fiscal 2000.  For
the first nine months of fiscal 2001 the gross profit percentage was 43 percent,
as  compared  to 65 percent during the same period of fiscal 2000.  Gross margin
percentages  have  been  lower  in  fiscal 2001 due to significantly lower sales
being  spread  over  relatively  fixed  production  costs.

PRODUCT  RESEARCH  AND  DEVELOPMENT

Product research and development expenses were $1.3 million in the third quarter
of fiscal 2001, an decrease of 11 percent from $1.5 million in the third quarter
of fiscal 2000, and down 17 percent from the second quarter of fiscal 2001.  For
the  first  nine  months  of fiscal 2001, research and development expenses were
$4.5  million, an 8 percent increase from $4.2 million for the first nine months
of  fiscal  2000.  The  increase  in  research and development spending from the
fiscal  2000 period to the fiscal 2001 period was a result of increased spending
for development of our HighWire and other new telecommunications products in the
early  part  of  fiscal  2001.  As  a  result  of  the  industry  slowdown  for
telecommunications  equipment,  we  have  significantly lowered our research and
development spending levels from fiscal 2000 levels. We are focusing our efforts
additional  new products that are targeted at current customers or potential new
strategic  customers  applications

SALES  AND  MARKETING

Sales and marketing expenses for the third quarter of fiscal 2001 were $844,000,
a  decrease of 22 percent from $1.1 million in the third quarter of fiscal 2000.
The  sales  and marketing expenses for the first nine months of fiscal 2001 were
$2.4  million,  a  31  percent  decrease  from $3.5 million in fiscal 2000.  The
decrease  for  fiscal 2001 was primarily due to lower marketing program spending
for  products  already  introduced  during  previous quarters, but not yet fully
available  in  volume  along  with lower commission expenses due to lower sales.
Expenditures  were  closely monitored in light of current market conditions, and
less than expected revenue year to date.  Overall, we expect sales and marketing
expenses will decrease from current levels as we aggressively manage expenses in
response  to  the  current  poor  economic  conditions.

GENERAL  AND  ADMINISTRATIVE

General  and  administrative  expenses  were  $684,000  for the third quarter of
fiscal  2001, a decrease of 36 percent from $1.1 million in the third quarter of
fiscal  2000.  For  the  first  nine  months  of  fiscal  2001  general  and
administrative  expenses  were  $2.5 million, a decrease of 30 percent from $3.5
million  for  the  first  nine  months of fiscal 2000.  This decrease was due to
carefully  maintaining  or  reducing spending levels in response to lower income
levels  during  the  third quarter of fiscal 2001.  In future periods, we expect
that  general  and administrative expenses may continue to decrease from current
expenditure  levels  as  overhead  levels  are  reduced.

RESTRUCTURING  COSTS

Restructuring  costs  of  $384,000 were recorded during the first nine months of
2001  related  to the Company's consolidation and subleasing of facilities.  The
charge  represented  the  estimated  costs of facilities leases net of estimated
sublease  revenues.

INTEREST  AND  OTHER  INCOME,  NET

Net  interest  and  other  income  increased  to $63,000 in the third quarter of
fiscal  2001  from  $38,000 in the same period in fiscal 2000, an increase of 66
percent .  Also, for the first nine months of fiscal 2001 net interest and other
income  was  $183,000,  an  increase of 74 percent from $104,000 in fiscal 2000.
This  increase  was  due  to  higher  average  cash  balances  in  fiscal  2001.

INCOME  TAXES

We  recorded a minor provision for taxes in the third quarter of fiscal 2001 and
for  the first nine months of fiscal 2001.  We did not recognize any benefit for
taxes  principally  due to the uncertainty in realizing the benefit derived from
our  net  operating  losses and unused tax credits in future periods.  Therefore
the  tax benefits related to the net operating losses and tax credits were fully
reserved  against.  We  recorded  a  provision for taxes in the third quarter of
fiscal  2000 of $97,000.  For the first nine months of fiscal 2000 we recorded a
provision  of  $190,000.  In  the  event of future taxable income, our effective
income  tax  rate  in  future  periods could be lower than the statutory rate as
operating  loss  and  tax  credit  carryforwards  are  recognized.

NET  (LOSS)  INCOME

As  a  result  of  the  factors  discussed above, we recorded a net loss of $2.2
million  in  the  third  quarter  of  fiscal  2001, as compared to net income of
$842,000  in  the  third  quarter  of fiscal 2000.  For the first nine months of
fiscal  2001 the loss was $6.8 million, compared to a net income of $3.8 million
for  the  first  nine  months  of  fiscal  2000.

LIQUIDITY  AND  CAPITAL  RESOURCES

At  July 31, 2001, we had cash and cash equivalents of $5.1 million, as compared
to  $5.3  million at October 31, 2000.  In the first nine months of fiscal 2001,
$68,000  of cash was used through operating activities, primarily as a result of
the  $6.8  million net loss and a decrease in current liabilities related to the
payment  of  year end compensation accruals.  This was offset by an $2.8 million
decrease  in  accounts  receivable  and  a  $4.8 million increase in non current
liabilities  related to a deposit from Compaq for a multi year supply agreement.
The  accounts  receivable  decrease  was  primarily a result of decreased sales.
Working capital at July 31, 2001 was $10.4 million, as compared to $11.6 million
at  October  31,  2000.

In the first nine months of fiscal 2001, the Company purchased $281,000 of fixed
assets,  consisting  primarily of computer and engineering equipment.  Purchased
software  costs  amounting  to  $10,000  were  capitalized during the first nine
months  of  2001.  We  expect capital expenditures will remain at minimal levels
for  the  remainder  of  fiscal  2001.

We  received  $172,000  in  the  first  nine months of fiscal 2001 from payments
related  to  employee  stock  option  exercises  and purchases made by employees
pursuant  to  our  employee  stock  purchase  plan.

Based on the current operating plan and forecasted sales, we anticipate that our
current  cash  balances and anticipated cash flows or usage from operations will
allow  for  us  to  meet  our  working  capital  needs  over the next 12 months.
However, this estimate is based on our belief that customer orders will increase
in  mid  2002.  Should  this  prove  not  to be the case, we will need to secure
additional  financing.  Any  such financing could take the form of a sale of our
equity  securities,  which  could be dilutive to our existing stockholders.  Any
such  financing  could also take the form of debt, which would cause us to incur
additional  interest expense. Although, we may not be able to raise new funds on
acceptable  terms,  or  at  all.

ITEM  3.       QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

Our  cash  and  cash  equivalents  are subject to interest rate risk.  We invest
primarily  on a short-term basis.  Our financial instrument holdings at July 31,
2001 were analyzed to determine their sensitivity to interest rate changes.  The
fair  values of these instruments were determined by net present values.  In our
sensitivity  analysis,  the  same  change  in  interest  rate  was  used for all
maturities  and  all  other  factors  were  held  constant.  If  interest  rates
increased  by  10  percent,  the  expected  effect  on net income related to our
financial  instruments  would  be  immaterial.



PART  II.     OTHER  INFORMATION


ITEM  6.          EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)     List  of  Exhibits:

     11.1     Statements  of  Computation  of  Net  (Loss)  Income  per  Share


(b)     Reports  on  Form  8-K:

No report on Form 8-K was filed by the Company during the quarter ended July 31,
2001.




                                   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  thereunto  duly  authorized,  on  September  13,  2001.


SBE,  INC.
- ----------
Registrant






Timothy  J.  Repp
Chief  Financial  Officer,  Vice  President  of
Finance  and  Secretary  (Principal  Financial
and  Accounting  Officer)


                                  EXHIBIT INDEX

Exhibit          Description                                        Page
- -------          -----------                                        ----

11.1          Statements  of  Computation  of Net Income (Loss)               16
               per  share.