8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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) – April 16, 2007

BELL INDUSTRIES, INC.

(Exact name of Registrant as specified in its Charter)

California	001-11471	95-2039211
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
8888 Keystone Crossing, Suite #1700, Indianapolis, IN		46240
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (317) 704-6000

Not Applicable

(Former Name or Former Address, if Changed since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EXHIBIT 10.1

Item 1.01. Entry into a Material Definitive Agreement.

     On April 16, 2007, Bell Industries, Inc. (the “Company”) amended the Asset Purchase Agreement (the “Agreement”), dated November 10, 2006 between the Company and Skytel Corp. (“SkyTel”), an indirect subsidiary of Verizon Communications Inc., providing for the Company’s purchase of substantially all of the assets of SkyTel for $23,000,000, subject to certain post closing adjustments. The amendment amends the date by which the Company is obligated to deliver its allocation of the purchase price for tax purposes.

     Also, on April 16, 2007, the Company paid SkyTel approximately $7.5 million in respect of a post closing purchase price adjustment, in accordance with the terms of the Agreement. The purchase price adjustment included (i) approximately $7 million in respect of excess working capital of the business as of January 31, 2007; (ii) approximately $341,000 in respect of prepaid use tax liabilities paid by SkyTel; and (iii) accrued interest due on such amounts through the date of payment.

     The foregoing description of the amendment does not purport to be complete and is qualified in its entirety by reference to Amendment No. 3, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

10.1- Amendment No. 3 to the Asset Purchase Agreement, dated as of April 16, 2007 between Verizon Clinton Center Drive Corp F/K/A Skytel Corp., a Delaware corporation, and Bell Industries, Inc., a California corporation.

SIGNATURES

     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, hereunto duly authorized.

	BELL INDUSTRIES, INC.
Date: April 20, 2007	By:	/s/ Kevin J. Thimjon
	Name:	Kevin J. Thimjon
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
10.1	Amendment No. 3 to the Asset Purchase Agreement, dated as of April 16, 2007 between Verizon Clinton Center Drive Corp F/K/A Skytel Corp., a Delaware corporation, and Bell Industries, Inc., a California corporation.

EX-10.1

Exhibit 10.1

AMENDMENT NO. 3 TO THE ASSET PURCHASE AGREEMENT

          AMENDMENT NO. 3 TO THE ASSET PURCHASE AGREEMENT (this “Amendment”), dated as of April 16, 2007, between VERIZON CLINTON CENTER DRIVE CORP F/K/A SKYTEL CORP.), a Delaware corporation (“Seller”), and BELL INDUSTRIES, INC., a California corporation (“Purchaser”).

W I T N E S S E T H:

          WHEREAS, the parties hereto have entered into that certain Asset Purchase Agreement, dated as of November 10, 2006, as amended by Amendment No. 1 to the Asset Purchase Agreement, dated as of November 16, 2006 and Amendment No. 2 to the Asset Purchase Agreement dated as of January 31, 2007 (the “Asset Purchase Agreement”); and

          WHEREAS, the parties desire to amend the Asset Purchase Agreement as set forth herein;

          NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

     1. Definitions. Capitalized terms used in this Amendment and not otherwise defined in this Amendment shall have the meanings set forth in the Asset Purchase Agreement.

     2. Amendment to the Asset Purchase Agreement.

     Section 2.7(a) of the Asset Purchase Agreement is hereby amended by deleting the text “forty five (45) Business Days” appearing therein, and replacing it with “sixty (60) Business Days.”

     3. Effect on the Asset Purchase Agreement.

          (a) On and after the date hereof, each reference in the Asset Purchase Agreement to “this Agreement”, “herein”, “hereof”, “hereunder” or words of similar import shall mean and be a reference to the Asset Purchase Agreement as amended hereby.

          (b) Except as specifically amended by this Amendment, the Asset Purchase Agreement shall remain in full force and effect and the Asset Purchase Agreement, as amended by this Amendment, is hereby ratified and confirmed in all respects.

     4. Governing Law. This Amendment and the legal relations between the parties hereto arising hereunder shall be governed by, construed and enforced in accordance with the laws of the State of New York (without regard to the internal conflict of laws provisions of such State).

     5. Headings. The headings and captions in this Amendment are for convenience of reference only and shall not define, limit or otherwise affect any of the terms or provisions hereof.

     6. Counterparts. This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same amendment, and all signatures need not appear on any one counterpart.

[Signature page follows.]

2

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective authorized officers as of the date first written above.

VERIZON CLINTON CENTER DRIVE
CORP. (f/k/a SKYTEL CORP.)
By:	/s/ Francis J. Shammo
	Name: Francis J. Shammo
	Title: Senior Vice President and Chief
	Financial Officer
BELL INDUSTRIES, INC.
By:	/s/ Kevin Thimjon
	Name: Kevin Thimjon
	Title: Chief Financial Officer
The	undersigned hereby joins as a party to
	this Amendment for the limited
	purposes provided in Section 11.9 of
	the Asset Purchase Agreement:
VERIZON BUSINESS GLOBAL, LLC
	(f/k/a MCI LLC)
By:	/s/ Francis J. Shammo
	Name: Francis J. Shammo
	Title: Senior Vice President and Chief
	Financial Officer