8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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): OCTOBER 12, 2004


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


                                                                    
           DELAWARE                        0-8419                         94-1517641
(State or other jurisdiction of   (Commission File Number)   (I.R.S. Employer Identification No.)
        incorporation)



                          2305 CAMINO RAMON, SUITE 200
                               SAN RAMON, CA 94583
          (Address of principal executive offices, including zip code)

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







ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.

On October 12, 2004, William B. Heye, Jr., age 66, Chief Executive Officer and
President of SBE, Inc., notified the Board of Directors of SBE, Inc. of his
intention to retire as President and Chief Executive Officer of SBE, Inc.
effective December 31, 2004. The Board of Directors of SBE, Inc. appointed
Daniel Grey, age 49, as President and Chief Executive Officer effective January
1, 2005. Mr. Heye will continue as a member of the Board of Directors until at
least the remainder of his elected term, which continues into 2006. Grey and
Heye will work together to ensure a smooth transition over the next couple of
months. In addition to accepting Mr. Heye's retirement, the SBE, Inc. Board of
Directors granted Mr. Heye a retirement bonus equal to one year's salary to be
paid out in twelve equal installments in 2005.

A 25-year veteran of the networking and communications industry, Mr. Grey, 49,
served as Director of Western Sales for SBE from 1989 to 1996. In 2001, Mr. Heye
recruited Grey to return as Senior Vice President of Sales and Marketing. Along
with his experience at SBE, Grey has achieved successful sales growth in senior
level management positions with SBS Technologies (NASDAQ: SBSE), Performance
Technologies (NASDAQ: PTIX), Force Computers, and Mizar.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

Exhibit No.     Description
- -----------     -----------

99.1            Press release by SBE, Inc. dated October 14, 2004




                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


                                  SBE, INC.


Date: October 14, 2004            /s/ David W. Brunton
                                  --------------------------------------------
                                  David W. Brunton
                                  Chief Financial Officer, Vice President,
                                  Finance and Secretary
                                  (Principal Financial and Accounting Officer)





                                INDEX TO EXHIBITS


99.1            Press release by SBE, Inc. dated October 14, 2004

EX-99.1

                                                                    EXHIBIT 99.1

FOR IMMEDIATE RELEASE                                   CONTACT: Elaine Chin
                                                                 SBE, Inc.
                                                                 (925) 355-7604
                                                                 ychin@sbei.com


                 SBE ANNOUNCES PRESIDENT AND CEO RETIREMENT AND
                      NAMES INDUSTRY VETERAN AS NEW LEADER


SAN RAMON, CA, OCTOBER 14, 2004--SBE, Inc. (NASDAQ: SBEI) today announced the
retirement of William B. Heye, Jr. as President and CEO, effective December 31,
2004. Daniel B. Grey, SBE's Senior Vice President of Sales and Marketing, was
selected by the Board of Directors to serve as SBE's new President and CEO,
effective January 1, 2005. Grey and Heye will work together to ensure a smooth
transition over the next couple of months.

Mr. Heye's retirement ends a 13-year career at the helm of SBE. He intends to
remain on the Board of Directors until at least the remainder of his elected
term, which continues into 2006. Speaking on behalf of the Board of Directors,
SBE's Chairman of the Board, Ronald J. Ritchie said, "We appreciate Bill's
dedicated service and leadership during his tenure at SBE, and wish him well as
he moves on to the next phase in his life."

"The Board is pleased that SBE has a strong veteran with a proven record of
success on its executive team poised to assume the top leadership role," stated
Ritchie. "Since Dan's return in 2001, he has implemented a strategic customer
focus resulting in over 23 design wins. With Dan's demonstrated leadership and
entrepreneurial skills along with the capable management team already in place,
the Board is confident that SBE is well positioned to conquer the challenges
ahead in achieving global growth and expansion of the business."

A 25-year veteran of the networking and communications industry, Mr. Grey, 49,
served as Director of Western Sales for SBE from 1989 to 1996. In 2001, Mr. Heye
recruited Grey to return as Senior Vice President of Sales and Marketing. Along
with his experience at SBE, Grey has achieved successful sales growth in senior
level management positions with SBS Technologies (NASDAQ: SBSE), Performance
Technologies (NASDAQ: PTIX), Force Computers, and Mizar.




a) About SBE

SBE architects and provides network communications solutions for an extensive
range of applied computing applications. SBE offers a robust portfolio of
standards-based WAN, LAN, Storage network interface cards (NICs) as well as
communications controllers designed to enable optimal performance and rapid
deployment across a full spectrum of next generation networking systems. Based
in San Ramon, California, SBE is a publicly traded company (NASDAQ: SBEI) with
products sold worldwide through direct sales, OEMs and system integration
partners. More information is available about SBE at www.sbei.com.

For more information, contact:

SBE, INC.
Elaine Chin
(925) 355-7604
ychin@sbei.com

# # #

This news release contains certain forward-looking statements that involve risks
and uncertainties, including statements about new product features, market
opportunity for new products, and the demand for services that may be offered by
SBE's customers. Such statements are only predictions and the company's actual
results may differ materially from those anticipated in these forward-looking
statements. Factors that may cause such differences include, but are not limited
to risks related to rapidly changing product requirements, the introduction of
new products, market acceptance of the Company's products, and reliance on
strategic partners. These factors and others are more fully discussed in the
documents SBE files with the Securities and Exchange Commission, including SBE's
Annual Report on Form 10-K.

SBE and the SBE logo are registered trademarks of SBE, Inc. All other brand or
product names are trademarks or registered trademarks of their respective
holders.