SECURITIES EXCHANGE AND COMMISSION

                             WASHINGTON, D. C. 20549

                                   FORM 8-K/A

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): January 31, 2005

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

                                    DELAWARE
                 (State or other jurisdiction of incorporation)

                0-8419                               94-1517641
        (Commission File No.)           (I.R.S. Employer Identification No.)

                          2305 CAMINO RAMON, SUITE 200
                            SAN RAMON, CA 94583-1369
              (Address of principal executive offices and zip code)

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


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ITEM 7.01. REGULATION FD DISCLOSURE

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On February 23, 2005, SBE, Inc. announced its results of operations for the
three months ended January 31, 2005. A copy of the related press release is
being furnished as Exhibit 99.1 this Current Report on Form 8-K and incorporated
by reference herein.

7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits.

(99.1) Press release issued by SBE, Inc.

EXHIBIT
NUMBER           EXHIBIT

99.1             SBE first quarter fiscal 2005 Earnings Release.


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                                    SIGNATURE

      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.

                                       SBE, INC.

Dated:  February 28, 2005              By: /s/ David W. Brunton
                                           -------------------------------------
                                           David W. Brunton
                                           Chief Financial Officer and
                                           Vice President, Finance

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