October 17, 2005


Mail Stop 4561


David W. Brunton,
Chief Financial Officer, Vice President, Finance, and Secretary
SBE, Inc.
2305 Camino Ramon, Suite 200
San Ramon, CA 94583

      Re:	SBE, Inc.
		Registration Statement on Form S-3
      Filed September 22, 2005
		File No. 333-128490

		Annual Report on Form 10-K
		Filed January 14, 2005
		File No. 0-8419

Dear Mr. Brunton:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form S-3
Selling Security Holders, page 9
1. Please identify which security holders acquired their shares or
warrants in each of the three transactions.
2. Confirm that no selling shareholder is a registered broker-
dealer
or an affiliate of a registered broker-dealer.  If any selling
shareholders are a registered broker-dealer, please disclose how
the
broker-dealer obtained the securities (e.g. compensation for
investment banking services).  If any are affiliated with a
registered broker-dealer, state whether the selling shareholder
acquired the securities to be resold in the ordinary course of
business and had any agreements or understandings, directly or
indirectly, with any person to distribute the securities at the
time
of purchase.
3.  For all selling security holder entities that are not natural
persons, please identify the natural persons who exercise voting
and/or dispositive powers over the securities.  See Interpretation
I.60 of the July 1997 manual of publicly available CF telephone
interpretations, as well as interpretation 4S of the Regulation S-
K
portion of the March 1999 supplement to the CF telephone
interpretation manual.

Plan of Distribution, page 12
4. We note that the selling shareholders may engage in short sales
of
your common stock.  Please confirm that you are aware of
Corporation
Finance Telephone Interpretation A.65.
Form 10-K
Item 9A. Controls and Procedures, page 36
5. Please tell us whether your disclosure controls and procedures
were effective as of the quarter ended October 31, 2004.  Please
also
confirm that, as set forth in the second sentence of Rule 13a-
15(e)
of the Securities Exchange Act of 1934, your disclosure control
and
procedures also were effective in ensuring that information
required
to be disclosed by the issuer in the reports that it files or
submits
under the Act is accumulated and communicated to the issuer`s
management, including its principal executive and principal
financial
officers, or persons performing similar functions, as appropriate
to
allow timely decisions regarding required disclosure.  Finally,
please confirm that you will make similar disclosures in your
future
filings.

******************************************

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.



      Please contact Hugh Fuller at (202) 551-3853 or Anne Nguyen
at
(202) 551-3611 with any other questions.

      					Sincerely,


      					Barbara C. Jacobs
      					Assistant Director


CC:	Jodie M. Bourdet
	Cooley Godward LLP
	One Maritime Plaza, 20th Floor
	San Francisco, CA 92111
	Facsimile Transmission no: (415) 693-2222