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                                                                 Exhibit 10 (n)
                                                                 Page 1 of 1

                      AMENDMENT TO EMPLOYMENT AND DEFERRED

                             COMPENSATION AGREEMENT


         This is an Amendment to that certain Employment and Deferred
Compensation Agreement dated as of January 1, 1979, as amended on August 8,
1979, September 14, 1994, and September 26, 1995 (the "Agreement"), by and
between BELL INDUSTRIES, INC., a California corporation (the "Company"), and
THEODORE E. WILLIAMS ("Employee").

         WHEREAS, the Company and Employee desire to amend in certain respects
the Agreement which sets forth the terms and conditions of employment and
retirement benefits of Employee.

         IT IS THEREFORE AGREED:

         A.      AMENDMENTS

         There shall be added at the end of Section 3 of the Agreement the
following sentence:

         "At any time during the 1996 calendar year, Employee may request a
         partial payment of the above sum payable upon his retirement or death
         in an amount not to exceed nine hundred eighty eight thousand dollars
         ($988,000)."

         B.      OTHER PROVISIONS IN FULL FORCE AND EFFECT

         All other terms and provisions of the Agreement shall remain in full
force and effect and shall not be deemed amended or modified hereby except to
the extent such terms and provisions may be inconsistent with this Amendment.

         IN WITNESS WHEREOF, the undersigned has executed this Amendment as of
this 21st day of November, 1996.



                                       BELL INDUSTRIES, INC.


                                       By: /s/ TRACY A. EDWARDS
                                          -------------------------------

                                       EMPLOYEE

                                       /s/ THEODORE E. WILLIAMS
                                       ----------------------------------
                                       THEODORE E. WILLIAMS