SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

NEWCASTLE PARTNERS L P

(Last)

(First)

(Middle)

200 CRESCENT COURT

STE 1400

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BELL INDUSTRIES INC /NEW/ [ BI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/10/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
4% Convertible Promissory Note Due 2017	$0.2	11/10/2008		J⁽⁶⁾			1,670,536	06/13/2008	01/31/2017	Common Stock, $.001 par value per share	25,859,676⁽³⁾⁽⁴⁾⁽⁵⁾	$0	24,189,140⁽¹⁾⁽²⁾⁽⁵⁾	I⁽¹⁾⁽²⁾	BI Holdings, L.P.

Explanation of Responses:

1. Newcastle Capital Management, L.P. ("NCM") is the general partner of Newcastle Partners, L.P. ("NP"). Newcastle Capital Group, L.L.C. ("NCG") is the general partner of NCM and Mark E. Schwarz is the managing member of NCG. Accordingly, each of NCM, NCG and Mr. Schwarz may be deemed to beneficially own the shares beneficially owned by NP. Mr. Schwarz is a director of the Issuer.

2. Represents an indirect interest (through the ownership of limited partnership interests in BI Holdings, L.P.) in 93.54% of the 25,859,676 shares of Common Stock of the Issuer into which a convertible subordinated note due January 31, 2017 (the "Convertible Note") held by BI Holdings, L.P. ("BILP") is convertible within 60 days from the date hereof.

3. Represents the number of shares of Common Stock of the Issuer into which the Convertible Note is convertible into subject to the following limitations. The entire principal amount (inclusive of any interest accretion) of the Convertible Note is convertible into shares of Common Stock at the conversion price of $.20 per share, subject to adjustment (the "Conversion Price"); provided that,

4. (continuation of Footnote 2) until such time as the Issuer's shareholders approve an increase in the Issuer's authorized shares of Common Stock to permit full conversion of the Convertible Note, BILP cannot convert the Convertible Note into more than a number of shares of Common Stock which, when added together with any other outstanding shares of Common Stock and any shares of Common Stock into which derivative securities of Issuer are then convertible or exercisable, equal the maximum number of authorized shares of Common Stock under Issuer's existing Articles of Incorporation.

5. The Issuer is seeking shareholder approval at its 2008 annual meeting of shareholders for an increase in the authorized shares of Common Stock of the Issuer to permit the conversion of the entire principal balance of the Convertible Note into shares of Common Stock upon conversion of the Convertible Note. Upon such approval, it is expected that the Convertible Note shall be convertible into at least 30,949,819 additional shares (as well as any additional shares in respect of paid in kind interest on the Convertible Note). If such approval is not obtained at the Issuer's 2008 annual meeting of shareholders, this Form 4 will be amended accordingly.

6. Transaction constitutes a distribution of 6.46% of the limited partnership interests in BILP (which holds the Convertible Note) to withdrawing limited partners of NP as of September 30, 2008.

	Newcastle Partners, L.P., By: Newcastle Capital Management, L.P., its general partner, By: Newcastle Capital Group, L.L.C. its general partner, By: /s/ Mark E. Schwarz, its managing member	11/12/2008
	Newcastle Capital Management, L.P., By: Newcastle Capital Group, L.L.C. its general partner, By: /s/ Mark E. Schwarz, its managing member	11/12/2008
	Newcastle Capital Group, L.L.C., By: /s/ Mark E. Schwarz, its managing member	11/12/2008
	/s/ Mark E. Schwarz	11/12/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.