As filed with the Securities and Exchange Commission on August 18, 2003

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                                                     Registration No. 333-106951


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   -----------

                                 AMENDMENT NO. 1
                                       TO

                                   -----------
                                    FORM S-3
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                   -----------
                                    SBE, INC.
             (Exact name of registrant as specified in its charter)



            DELAWARE                                         94-1517641
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                          Identification No.)

                          2305 CAMINO RAMON, SUITE 200
                               SAN RAMON, CA 94583
                                 (925) 355-2000

(Address,  including zip code,  and telephone  number,  including  area code, of
registrant's principal executive offices)


                                DAVID W. BRUNTON
         CHIEF FINANCIAL OFFICER, VICE PRESIDENT, FINANCE AND SECRETARY
                                    SBE, INC.
                          2305 CAMINO RAMON, SUITE 200
                               SAN RAMON, CA 94583
                                 (925) 355-2000

(Name, address,  including zip code, and telephone number,  including area code,
of agent for service)

                                   Copies to:
                                JODIE M. BOURDET
                               COOLEY GODWARD LLP
                         ONE MARITIME PLAZA, 20TH FLOOR
                             SAN FRANCISCO, CA 94111
                                 (415) 693-2000

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:

     From time to time after the registration statement becomes effective.



     If the only  securities  being  registered  on this form are being  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. [ ]
     If any of the securities being registered on this form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
     If this form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. [ ]
     If this form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]
     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]



                               -------------------




     THE REGISTRANT  HEREBY AMENDS THIS  REGISTRATION  STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A  FURTHER  AMENDMENT  THAT  SPECIFICALLY  STATES  THAT  THIS  REGISTRATION
STATEMENT SHALL  THEREAFTER  BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE  SECURITIES  ACT OF 1933 OR UNTIL THE  REGISTRATION  STATEMENT  SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION,  ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

  THE  INFORMATION  IN THIS  PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.  THE
  SELLING  STOCKHOLDERS  MAY NOT SELL THESE  SECURITIES  UNTIL THE  REGISTRATION
  STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
  PROSPECTUS IS NOT AN OFFER TO SELL
   THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED









                  SUBJECT TO COMPLETION, DATED AUGUST 18, 2003


                                   PROSPECTUS

                                 700,000 Shares

                                    SBE, Inc.
                                  Common Stock


                                    ---------


     This prospectus  relates to the offer and sale, from time to time, of up to
500,000 shares of SBE, Inc.  common stock held by the selling  security  holders
listed on page 8 of this  prospectus,  and up to 200,000  shares of common stock
issuable  to them upon  exercise  of  warrants.  The  selling  security  holders
purchased common stock and common stock warrants from SBE in a private placement
that closed in June 2003. SBE will not receive any proceeds from the sale of the
shares by the selling security holders.

     For a description of the plan of distribution of the shares, see page 10 of
this prospectus.

     Our common stock is listed on the Nasdaq  SmallCap  Market under the symbol
"SBEI." On July 3, 2003,  the last  reported sale price for our common stock was
$1.45 per share.

     INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"  BEGINNING
ON PAGE 4.

     NEITHER THE  SECURITIES AND EXCHANGE  COMMISSION  NOR ANY STATE  SECURITIES
COMMISSION  HAS APPROVED OR  DISAPPROVED  OF THE  SECURITIES  OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.








                 The date of this prospectus is August __, 2003.




[RED HERRING LANGUAGE INSERTED HERE]

The  information in this  prospectus is not complete and may be changed.  We may
not sell  these  securities  until the  registration  statement  filed  with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting offers to buy these securities
in any state where the offer or sale is not permitted.










                                TABLE OF CONTENTS

                                                           
PROSPECTUS SUMMARY................................ 3            PLAN OF DISTRIBUTION...............................   8

RISK FACTORS...................................... 4            WHERE YOU CAN FIND MORE INFORMATION................   9

FORWARD-LOOKING STATEMENTS........................ 7            LEGAL MATTERS......................................  10

USE OF PROCEEDS................................... 7            EXPERTS............................................  10

SELLING SECURITY HOLDERS.......................... 8




                              --------------------

YOU SHOULD  RELY ONLY ON THE  INFORMATION  OR  REPRESENTATIONS  PROVIDED IN THIS
PROSPECTUS  OR  INCORPORATED  BY  REFERENCE  INTO THIS  PROSPECTUS.  WE HAVE NOT
AUTHORIZED  ANYONE TO PROVIDE YOU WITH ANY DIFFERENT  INFORMATION OR TO MAKE ANY
DIFFERENT   REPRESENTATIONS  IN  CONNECTION  WITH  ANY  OFFERING  MADE  BY  THIS
PROSPECTUS.  THIS  PROSPECTUS  DOES  NOT  CONSTITUTE  AN  OFFER  TO  SELL,  OR A
SOLICITATION  OF AN  OFFER  TO BUY,  IN ANY  STATE  WHERE  THE  OFFER OR SALE IS
PROHIBITED.  NEITHER THE  DELIVERY OF THIS  PROSPECTUS,  NOR ANY SALE MADE UNDER
THIS PROSPECTUS SHALL,  UNDER ANY  CIRCUMSTANCES,  IMPLY THAT THE INFORMATION IN
THIS PROSPECTUS IS CORRECT AS OF ANY DATE AFTER THE DATE OF THIS PROSPECTUS.

                              --------------------




                                                                               2






                               PROSPECTUS SUMMARY


The  following  is a  summary  of our  business.  It does  not  contain  all the
information  that may be important to you. You should  carefully read the entire
prospectus, including the section entitled "Risk Factors" in this prospectus and
the financial statements and other information incorporated by reference in this
prospectus,  for more  information  on our  business  and the risks  involved in
investing in our stock.

                                  OUR BUSINESS

SBE, Inc. designs, markets, sells and supports network communications controller
solutions  for  original  equipment   manufacturers  in  the  global  networking
marketplace.    Our   solutions    enable   both   data    communications    and
telecommunications companies to rapidly deliver advanced networking products and
services  in  order to  compete  effectively  in  today's  fast-evolving  public
switched telephone network and Internet  environment.  Our products include wide
area network ("WAN") and local area network ("LAN") interface  adapters and high
performance  intelligent  communications  controllers  for  workstations,  media
gateways,  routers,  internet access devices,  home location  registers and data
messaging applications.  Our products are distributed worldwide through a direct
sales  force,  distributors,   independent  manufacturers'  representatives  and
value-added resellers.

We  currently  market,  sell and  support  four lines of  high-speed  networking
products:  HighWire(TM),  WAN  Adapters,  LAN Adapters and VMEbus.  All of these
products are sold primarily to original equipment manufacturers.  These products
are often  customized for a specific  customer's  application,  and they support
applications in a broad spectrum of industrial and commercial  markets.  Markets
and application areas that our products serve include enterprise  servers,  data
storage, process control, medical imaging, computer-aided  engineering/automated
test  equipment,  government/military  defense  systems  and  telecommunications
networks.

The market  environment  for our products is extremely  competitive  and we have
limited   visibility  into  customer   activity  due  to  the  downturn  in  the
communications equipment marketplace. In spite of this uncertain market, we have
been successful in selling and shipping our Adapter and HighWire  products to 26
new  customers  during the first six months of fiscal  2003.  One of our primary
sales  goals is to  diversify  our  customer  base and at the same time  provide
sources of revenues to fill the gap left by the HP  end-of-life  purchase of our
VME  products.  Since the fourth  quarter of fiscal  2001 we have 17 new "design
wins" and have added a  substantial  number of new customers to our growing base
of  customers.  A design win is defined as a program with an OEM  customer  that
will generate at least $400,000 in recurring annual revenues typically within 12
to 18 months after the  customer  accepts and confirms the use of our product in
their platform. We believe the combination of new customers and design wins will
provide  future  revenue  growth  once there is a  discernable  recovery  in the
communications  equipment  marketplace.  A  variety  of risks  such as  schedule
delays,  cancellations  and changes in customer markets and economic  conditions
can adversely  affect a design win before or after  production is reached.  With
the current economic climate in the communications equipment marketplace, design
activity has slowed and reaching production volumes is proving to be elusive for
those products that have been designed.  In these difficult economic times, poor
customer visibility is causing ordering delays.  These factors often result in a
substantial portion of our revenues being derived from orders placed with in the
quarter and shipped in the final month of the quarter.

Our principal executive offices are located at 2305 Camino Ramon, Suite 200, San
Ramon,  California,  94583,  and our  telephone  number is (925)  355-2000.  Our
Internet  address  is  www.sbei.com.  The  information  on  our  website  is not
incorporated by reference into this prospectus.

                               RECENT DEVELOPMENT

In June 2003,  we issued  500,000  shares of our common  stock and  warrants  to
purchase  50,000  shares of common  stock to  investors  for gross  proceeds  of
$550,000.  The placement agent in the transaction and its associates  received a
cash  commission  of $33,000 and warrants to purchase  150,000  shares of common
stock. The net proceeds raised will be used to pursue potential acquisitions and
for general corporate purposes.


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                                  RISK FACTORS

An investment in our common stock  involves a high degree of risk. We operate in
a dynamic and rapidly  changing  environment  that involves  numerous  risks and
uncertainties.  You should  carefully  consider the factors  described  below in
addition to other  information  contained in this  prospectus or incorporated by
reference into this prospectus  before  purchasing our shares.  Additional risks
and  uncertainties  not  presently  known  to us or  that  we  currently  see as
immaterial may also impair our business operations.

RISKS RELATED TO OUR BUSINESS

WE DEPEND  UPON A SMALL  NUMBER OF OEM  CUSTOMERS.  THE LOSS OF ANY OF THEM,  OR
THEIR  FAILURE TO SELL  THEIR  PRODUCTS,  WOULD  LIMIT OUR  ABILITY TO  GENERATE
REVENUES.

In fiscal 2002 and the first two quarters of fiscal 2003, most of our sales were
derived from a limited number of original equipment manufacturers (OEMs). In the
first two quarters of fiscal 2003 and fiscal 2002,  2001 and 2000,  sales of VME
products to HP accounted  for 49%,  30%, 34% and 66%,  respectively,  of our net
sales.  A  substantial  portion of such sales was  attributable  to sales of VME
products  pursuant  to a long-term  supply  agreement  with HP. We shipped  $1.6
million  of VME  products  to HP over the first  two  quarters  of  fiscal  2003
pursuant  to an end of  life  purchase  order.  We do not  expect  sales  of VME
products to HP to be a substantial portion of our revenues after fiscal 2003 and
are  dependent on our ability to sell  products to other  customer in sufficient
quantities to replace the revenues previously generated by sales of VME products
to HP.

Orders  by our OEM  customers  are  affected  by  factors  such  as new  product
introductions,   product  life  cycles,  and  inventory  levels,   manufacturing
strategy,   contract  awards,   competitive   conditions  and  general  economic
conditions. Our sales to any single OEM customer are also subject to significant
variability  from  quarter to  quarter.  Such  fluctuations  may have a material
adverse effect on our operating results. A significant  reduction in orders from
any of our OEM customers,  particularly  HP, Nortel and Lockheed  Martin,  would
have a material adverse effect on our operating results, financial condition and
cash flows.  In addition,  we anticipate a  significant  portion of future sales
will be dependent on a few new OEM customers, and there can be no assurance that
we will  become a  qualified  supplier  with new OEM  customers  or that we will
remain a qualified supplier with existing OEM customers.

WE HAVE BEEN GENERATING  LOSSES. OUR FUTURE CAPITAL NEEDS MAY EXCEED OUR PROFITS
AND OUR ABILITY TO RAISE CAPITAL.

We incurred net losses of $1.7 million in the fiscal year ended October 31, 2002
and  $9.9  million  in  the  fiscal  year  ended  October  31,  2001.  Our  most
recently-completed  fiscal  quarter,  we had a net profit of only  $51,000.  The
development  and  marketing of our products is  capital-intensive,  and has been
constrained  in recent  periods  due to our lack of  profitability.  Our  former
auditors expressed in their audit opinion,  which is included in our most recent
annual report on Form 10-K, substantial doubt about our ability to continue as a
going  concern.  While  we  believe  that our  existing  cash  balances  and our
anticipated cash flow from operations will satisfy our working capital needs for
the next 12  months,  we cannot  assure  you that this will be the case,  or our
current  auditors,  BDO Seidman LLP, will not include a similar "going  concern"
qualification  in future reports.  Further declines in our sales or a failure to
keep  expenses  in line  with  revenues  could  require  us to  seek  additional
financing  in fiscal 2003 or the future.  In  addition,  should we  experience a
significant  growth in customer  orders,  we may be required to seek  additional
capital  to meet our  working  capital  needs.  There can be no  assurance  that
additional financing,  if required,  will be available on reasonable terms or at
all.  To the  extent  that  additional  capital  is raised  through  the sale of
additional  equity  or  convertible  debt  securities,   the  issuance  of  such
securities could result in substantial dilution to our stockholders.

IF WE FAIL TO DEVELOP AND PRODUCT NEW HIGHWIRE AND ADAPTER PRODUCTS, WE MAY LOSE
SALES AND OUR REPUTATION MAY BE HARMED.

Since late 1998,  we have  focused a  significant  portion of our  research  and
development,  marketing and sales efforts on HighWire and Adapter products.  The
success of these  products is dependent  on several  factors,  including  timely
completion  of new product  designs,  achievement  of  acceptable  manufacturing
quality and yields,  introduction of competitive products by other companies and
market acceptance of our products. If the HighWire and Adapter

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products or other new products  developed  by us do not gain market  acceptance,
our business,  operating  results,  financial  condition and cash flows would be
materially adversely affected.

THE COMMUNICATIONS PRODUCTS MARKET IS INTENSELY COMPETITIVE,  AND OUR FAILURE TO
COMPETE EFFECTIVELY COULD REDUCE OUR REVENUES AND MARGINS.

We compete directly with traditional vendors of terminal servers, modems, remote
control  software,  and terminal  emulation  software  and  application-specific
communications  solutions.  We also  compete with  suppliers  of routers,  hubs,
network interface cards and other data communications  products.  In the future,
we expect  competition from companies  offering  client/server  access solutions
based on emerging  technologies such as switched digital telephone services.  In
addition,  we may encounter  increased  competition  from  operating  system and
network  operating  system  vendors  to the extent  such  vendors  include  full
communications  capabilities  in their  products.  We may also encounter  future
competition from telephony  service providers (such as AT&T or the regional Bell
operating  companies)  that may  offer  communications  services  through  their
telephone networks.

Increased  competition with respect to any of our products could result in price
reductions and loss of market share,  which would adversely affect our business,
operating results,  financial  condition and cash flows. Many of our current and
potential  competitors have greater  financial,  marketing,  technical and other
resources  than we do. There can be no assurance that we will be able to compete
successfully  with  our  existing   competitors  or  will  be  able  to  compete
successfully with new competitors.

OUR OPERATING  RESULTS IN FUTURE  PERIODS ARE LIKELY TO FLUCTUATE  SIGNIFICANTLY
AND MAY FAIL TO MEET THE  EXPECTATIONS  OF  SECURITIES  ANALYSTS  OR  INVESTORS,
CAUSING OUR STOCK PRICE TO FALL.

Our quarterly  operating  results have fluctuated  significantly in the past and
are likely to fluctuate significantly in the future due to several factors, some
of which are outside our control,  including  timing of significant  orders from
OEM  customers,  fluctuating  market  demand  for,  and  declines in the average
selling prices of, our products, delays in the introduction of our new products,
competitive  product  introductions,  the mix of products  sold,  changes in our
distribution  network,  the  failure to  anticipate  changing  customer  product
requirements,  the cost and  availability  of  components  and general  economic
conditions.  We generally do not operate with a significant order backlog, and a
substantial portion of our revenues in any quarter is derived from orders booked
in that quarter.  Accordingly,  our sales expectations are based almost entirely
on our internal estimates of future demand and not on firm customer orders.

Due to the adverse economic conditions in the  telecommunications  industry, our
OEM  telecommunications  customers may hold excess inventory of our products.  A
result of the economic  downturn is that certain of our customers have cancelled
or delayed  many of their new design  projects  and new  product  rollouts  that
included our products.  Due to the current economic  uncertainty,  our customers
now typically  require a  "just-in-time"  ordering and delivery cycle where they
will  place a  purchase  order  with us after  they  receive an order from their
customer. This "just-in-time" inventory purchase cycle by our customers has made
forecasting of our future sales volumes very difficult.

Based on the foregoing,  we believe that quarterly  operating results are likely
to vary significantly in the future and that period-to-period comparisons of our
results of operations  are not  necessarily  meaningful and should not be relied
upon as indications of future  performance.  Further,  it is likely that in some
future quarter our revenues or operating  results will be below the expectations
of public market analysts and investors.  In such event, the price of our common
stock is likely to fall.

IF WE WERE  UNABLE  TO  KEEP  UP  WITH  THE  RAPID  TECHNOLOGICAL  CHANGES  THAT
CHARACTERIZE OUR INDUSTRY, OUR BUSINESS WOULD SUFFER.

The markets for our products are characterized by rapidly changing technologies,
evolving industry standards and frequent new product  introductions.  Our future
success  will  depend on our  ability to enhance our  existing  products  and to
introduce  new  products  and  features to meet and adapt to  changing  customer
requirements  and  emerging  technologies  such as Frame  Relay,  DSL  ("Digital
Subscriber  Line"),  ATM  ("Asynchronous  Transfer  Mode"),  VoIP  ("Voice  over
Internet  Protocol") and 3G Wireless  ("Third  Generation  Wireless  Services").
There can be no

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assurance that we will be successful in identifying,  developing,  manufacturing
and  marketing  new products or enhancing  our existing  products.  In addition,
there can be no assurance that services,  products or technologies  developed by
others will not render our products noncompetitive or obsolete.

WE  DEPEND  ON OUR KEY  PERSONNEL.  IF WE WERE  UNABLE  TO  RETAIN  OUR  CURRENT
PERSONNEL AND HIRE ADDITIONAL  QUALIFIED PERSONNEL AS NEEDED, OUR BUSINESS WOULD
BE HARMED.

We are highly dependent on the technical, management, marketing and sales skills
of a limited number of key employees. We do not have employment agreements with,
or life  insurance  on the lives of, any of our key  employees.  The loss of the
services of any key employees could adversely  affect our business and operating
results.  Our future  success  will depend on our ability to continue to attract
and  retain  highly  talented  personnel  to  the  extent  our  business  grows.
Competition for qualified personnel in the networking  industry,  and in the San
Francisco  Bay  Area,  is  intense.  There can be no  assurance  that we will be
successful  in  retaining  our key  employees  or that we can  attract or retain
additional skilled personnel as required.

BECAUSE OF OUR  DEPENDENCE ON SINGLE  SUPPLIERS FOR SOME  COMPONENTS,  WE MAY BE
UNABLE TO OBTAIN AN ADEQUATE SUPPLY OF SUCH COMPONENTS, OR WE MAY BE REQUIRED TO
PAY HIGHER PRICES OR TO PURCHASE COMPONENTS OF LESSER QUALITY.

The  chipsets  used in most of our products are  currently  available  only from
Motorola.  In addition,  certain other  components are currently  available only
from single  suppliers.  The inability to obtain  sufficient  key  components as
required,  or to develop  alternative  sources if and as required in the future,
could result in delays or  reductions  in product  shipments or margins that, in
turn, would have a material adverse effect on our business,  operating  results,
financial condition and cash flows.

WE MAY BE UNABLE TO PROTECT OUR  INTELLECTUAL  PROPERTY,  WHICH COULD REDUCE ANY
COMPETITIVE ADVANTAGE WE HAVE.

Although we believe that our future success will depend  primarily on continuing
innovation,  sales,  marketing and technical  expertise,  the quality of product
support and customer relations,  we must also protect the proprietary technology
contained in our products.  We do not  currently  hold any patents and rely on a
combination  of  copyright,   trademark,   trade  secret  laws  and  contractual
provisions to establish and protect  proprietary  rights in our products.  There
can be no  assurance  that steps  taken by us in this regard will be adequate to
deter misappropriation or independent third-party development of our technology.
Although we believe  that our  products  and  technology  do not infringe on the
proprietary rights of others,  there can be no assurance that third parties will
not assert infringement claims against us.

RISKS ASSOCIATED WITH OUR COMMON STOCK

OUR COMMON STOCK IS AT RISK FOR DELISTING FROM THE NASDAQ SMALLCAP MARKET. IF IT
IS DELISTED, OUR STOCK PRICE AND YOUR LIQUIDITY MAY BE IMPACTED.

Our common stock is currently listed on the Nasdaq SmallCap  Market.  Nasdaq has
requirements  that a company  must meet in order to remain  listed on the Nasdaq
SmallCap Market.  These requirements  include  maintaining a minimum closing bid
price of $1.00 and minimum stockholders' equity of $2.5 million. The closing bid
price for our common  stock has had  periods of time when it traded  below $1.00
for more than 30 consecutive trading days. Our stockholders'  equity as of April
30, 2003 was $3.9 million.  We currently meet all the minimum  continued listing
requirements for the Nasdaq SmallCap Market.

If we fail to  maintain  the  standards  necessary  to be quoted  on the  Nasdaq
SmallCap  Market and our common stock is  delisted,  trading in our common stock
would be  conducted  on the OTC  Bulletin  Board as long as we  continue to file
reports  required by the  Securities and Exchange  Commission.  The OTC Bulletin
Board is  generally  considered  to be a less  efficient  market than the Nasdaq
SmallCap  Market,  and our stock price,  as well as the  liquidity of our Common
Stock, may be adversely impacted as a result.


                                       6






THE MARKET PRICE OF OUR COMMON  STOCK IS LIKELY TO CONTINUE TO BE VOLATILE.  YOU
MAY NOT BE ABLE TO SELL YOUR SHARES AT OR ABOVE THE PRICE AT WHICH YOU PURCHASED
SUCH SHARES.

The  trading  price of our  common  stock is  subject  to wide  fluctuations  in
response to quarter-to-quarter fluctuations in operating results, the failure to
meet  analyst  estimates,  announcements  of  technological  innovations  or new
products  by us or our  competitors,  general  conditions  in the  computer  and
communications  industries  and other  events or  factors.  In  addition,  stock
markets have experienced  extreme price and trading volume  volatility in recent
years.  This  volatility  has had a  substantial  effect on the market prices of
securities of many high technology companies for reasons frequently unrelated to
the  operating  performance  of  the  specific  companies.  These  broad  market
fluctuations may adversely affect the market price of our common stock.

OUR  CERTIFICATE  OF   INCORPORATIONS   AND  BYLAWS  AND  THE  DELAWARE  GENERAL
CORPORATION  LAW  CONTAIN  PROVISIONS  THAT  COULD  DELAY OR PREVENT A CHANGE IN
CONTROL.

Our board of directors  has the  authority  to issue up to  2,000,000  shares of
preferred stock and to determine the price,  rights,  preferences and privileges
of those  shares  without any further  vote or action by the  stockholders.  The
rights of the holders of common stock will be subject to, and may be  materially
adversely affected by, the rights of the holders of any preferred stock that may
be issued in the future.  The issuance of preferred  stock could have the effect
of making it more  difficult  for a third  party to  acquire a  majority  of our
outstanding  voting  stock.   Furthermore,   certain  other  provisions  of  our
certificate  of  incorporation  and bylaws may have the  effect of  delaying  or
preventing  changes in control or management,  which could adversely  affect the
market price of our common stock. In addition,  we are subject to the provisions
of Section 203 of the Delaware General Corporation Law, an anti-takeover law.


                           FORWARD-LOOKING STATEMENTS


This prospectus  contains forward looking  statements,  which include statements
based on our current expectations,  assumptions, estimates and projections about
us and our industry, including statements about:

-    our expectation regarding sales to HP in fiscal 2003;

- the belief that the market for data and telecommunications controller products
is slowly  recovering from an economic  downturn;

- the adequacy of anticipated
sources of cash and planned capital expenditures;  - our expectations  regarding
quarterly operating expense levels and gross profit for fiscal 2003; - trends or
expectations regarding our operations;

         -    the concentration of our customers;

         -    delays in testing and introducing new products;

         -    changes in product demand;

         -    rapid technology changes;

         -    the highly competitive market in which we operate;

         -    the pricing and availability of equipment, materials
              and inventories;

         -    the financial stability of our contract manufacturers;

         -    various inventory risks due to market conditions;  - delays or
              cancellation  of customer  orders;  and - the entry of new
              well-capitalized  competitors into our markets.

We use words such as "believes,"  "anticipates,"  "expects,"  "intends," "plans"
and similar expressions to identify  forward-looking  statements,  but these are
not the exclusive means of identifying  these  statements.  Actual results could
differ materially from those projected in any forward-looking statements for the
reasons detailed in "Risk Factors" or elsewhere in this  prospectus.  Before you
decide to invest in our  common  stock,  you  should be aware that if any of the
events  described in the "Risk Factors" section and elsewhere in this prospectus
occur,  they  could  have an  adverse  affect  on our  business.  We  assume  no
obligation to update any forward-looking statement.


                                       7




                                 USE OF PROCEEDS


We will not  receive  any of the  proceeds  from the sale of the  shares  by the
selling security  holders.  All proceeds from the sale of the shares will be for
the accounts of the selling security holders.


                                       8





                            SELLING SECURITY HOLDERS

We are  registering for resale shares of our common stock that have been sold to
the  selling  security  holders  identified  below  or that may be  issued  upon
exercise of the warrants  held by the selling  security  holders.  Pursuant to a
securities  purchase agreement dated as of June 27, 2003 among us and certain of
the selling  security  holders,  we issued and sold,  for an aggregate  purchase
price of $550,000:

     o    an aggregate of 500,000 shares of our common stock; and
     o    warrants to purchase an aggregate of 50,000 shares of our common stock
          bearing an  exercise  price of $1.50 per  share,  which  warrants  are
          exercisable at the election of the selling  security  holders prior to
          June 27, 2008.

In connection  with the issuance  described  above,  associates of the placement
agent in the transaction,  Puglisi & Co.,  received warrants to purchase 150,000
shares of our common stock,  one third of which bear an exercise price of $1.50,
one third of which bear an  exercise  price of $1.75 and one third of which bear
an exercise price of $2.00.  These warrants also have a five-year  term, and the
shares issuable upon exercise are being registered for resale hereunder.

The table below  presents  information  as of July 3, 2003 regarding the selling
security  holders  and the shares that they may offer and sell from time to time
under this prospectus.  The shares of common stock covered,  as to their resale,
under this  prospectus  include shares of common stock sold at the financing and
issuable upon exercise of warrants.

This table is prepared based in part on information supplied to us by the listed
selling  security  holders.  The table assumes that the selling security holders
sell all of the shares  offered  under this  prospectus.  However,  because  the
selling security holders may offer from time to time all or some of their shares
under this prospectus,  or in another  permitted manner, we cannot assure you as
to the actual number of shares that will be sold by the selling security holders
or that will be held by the selling  security  holders  after  completion of the
sales.  Except as otherwise  disclosed  below, the selling security holders have
not, or within the past three years had any position,  office or other  material
relationship  with us.  Information  concerning the security  holders may change
from time to time and changed  information  will be presented in a supplement to
this prospectus if and when necessary and required.





                                                     SHARES OWNED PRIOR TO                       SHARES OWNED AFTER
                                                          OFFERING(1)           NUMBER OF             OFFERING
                                                   ------------------------    SHARES BEING   -----------------------
                SECURITY HOLDERS                     NUMBER       PERCENT        OFFERED         NUMBER     PERCENT
-------------------------------------------------  -----------  -----------    ------------    ----------  -----------
                                                                                                   
Jeffrey J. Puglisi (2)
399 Park Avenue, 37th Floor
New York, NY 10022                                     270,000          5.7%        270,000             0            0

Richard Schottenfeld  (3)
399 Park Avenue, 37th Floor
New York, NY 10022                                     260,000          5.5%        260,000             0            0

William Austin Lewis IV (4)                            225,900          4.8%         50,000       175,900         3.7%

Puglisi Capital Partners, L..P. (5)                    220,000          4.7%        220,000             0            0

Schottenfeld Qualified Associates, L.P. (6)            220,000          4.7%        220,000             0            0

David Koch (7)                                          37,500             *         37,500             0            0

Gina Storelli (8)                                       27,500             *         27,500             0            0

Craig Bass (8)                                          27,500             *         27,500             0            0

Christopher DiVecchio (8)                               27,500             *         27,500             0            0
------------------


                                        9




*     Less than 1%.

     (1)  The shares of common stock owned prior to the offering  equals the sum
          of (a) shares of common stock and (b) shares of common stock  issuable
          upon exercise of warrants.  Percentages are based on 4,682,417  shares
          of our  common  stock that were  outstanding  (on an  as-converted  to
          common stock basis) on July 3, 2003. In calculating the percentage for
          each selling security holder, the shares represented by item (b) above
          are included in the  denominator  of the shares  outstanding  for that
          selling  security  holder but are not included in the  denominator for
          any other person.

     (2)  Includes  warrants  to purchase  50,000  shares of common  stock.  Mr.
          Puglisi,  as an  executive  officer of the general  partner of Puglisi
          Capital  Partners,  L.P., may be deemed to have voting and dispositive
          control over the shares held by Puglisi  Capital  Partners,  L.P. (see
          footnote (3)). Mr. Puglisi  disclaims any beneficial  ownership of the
          shares held by Puglisi Capital Partners, L.P.

     (3)  Includes  warrants  to purchase  40,000  shares of common  stock.  Mr.
          Schottenfeld,  as an  executive  officer  of the  general  partner  of
          Schottenfeld Qualified Associates,  L.P., may be deemed to have voting
          and dispositive control over the shares held by Schottenfeld Qualified
          Associates,  L.P. (see footnote (4)). Mr.  Schottenfeld  disclaims any
          beneficial  ownership  of the shares  held by  Schottenfeld  Qualified
          Associates, L.P.

     (4)  Includes warrants to purchase 50,000 shares of common stock.

     (5)  Includes  warrants  to purchase  20,000  shares of common  stock.  See
          footnote (2)

     (6)  Includes  warrants  to purchase  20,000  shares of common  stock.  See
          footnote (3)

     (7)  Includes warrants to purchase 12,500 shares of common stock.

     (8)  Includes warrants to purchase 2,500 shares of common stock.




                                       10





                              PLAN OF DISTRIBUTION


The shares of common stock may be sold from time to time by the selling security
holders in one or more  transactions  at fixed  prices,  at market prices at the
time of sale, at varying prices  determined at the time of sale or at negotiated
prices. As used in this prospectus,  "selling security holders" includes donees,
pledgees,  transferees and other  successors in interest selling shares received
from the selling  security  holders after the date of this prospectus as a gift,
pledge,  partnership  distribution  or other non-sale  transfer.  Upon receiving
notice from the selling  security holders that a donee,  pledgee,  transferee or
other successor in interest intends to sell more than 500 shares, we will file a
supplement  to this  prospectus.  The selling  security  holders may offer their
shares of common stock:


- on any national  securities  exchange or quotation service on which the common
stock may be listed or quoted at the time of sale, including the Nasdaq SmallCap
Market;


- in the over-the-counter market;


- in private transactions;


- through options;


- by pledge to secure debts and other obligations; or


- a combination of any of the above transactions.



The shares of common stock described in this prospectus may be sold from time to
time  directly  by the  selling  security  holders.  Alternatively,  the selling
security  holders  may from time to time  offer  shares  of  common  stock to or
through underwriters, broker/dealers or agents. The selling security holders and
any underwriters,  broker/dealers or agents that participate in the distribution
of the  shares of common  stock may be deemed to be  "underwriters"  within  the
meaning of the  Securities  Act of 1933.  Any profits on the resale of shares of
common stock and any compensation received by any underwriter,  broker/dealer or
agent may be deemed  to be  underwriting  discounts  and  commissions  under the
Securities  Act of 1933.  Each of the selling  security  holders has informed us
that such selling security holder is an affiliate of a  broker/dealer,  acquired
the shares of our common stock and/or  warrants to purchase shares of our common
stock in the ordinary  course of business and, at the time of such  acquisition,
had no agreements or understandings,  directly or indirectly, with any person to
distribute such securities.



We have  agreed to  indemnify  the  selling  security  holders  against  certain
liabilities, including liabilities arising under the Securities Act of 1933. The
selling  security   holders  may  agree  to  indemnify  any  agent,   dealer  or
broker-dealer  that participates in the sale of shares of common stock described
in this prospectus against certain  liabilities,  including  liabilities arising
under the Securities Act of 1933.


Any shares covered by this prospectus that qualify for sale pursuant to Rule 144
under the Securities Act of 1933 may be sold under Rule 144 rather than pursuant
to this  prospectus.  The  selling  security  holders  may elect to not sell the
shares they hold. The selling security holders may transfer, devise or gift such
shares by other  means not  described  in this  prospectus.  To comply  with the
securities  laws of certain  jurisdictions,  the common stock must be offered or
sold only through  registered or licensed  brokers or dealers.  In addition,  in
certain  jurisdictions,  the  shares of common  stock may not be offered or sold
unless  they have been  registered  or  qualified  for sale or an  exemption  is
available and complied with.


Under the Securities  Exchange Act of 1934, any person engaged in a distribution
of the common stock may not  simultaneously  engage in market-making  activities
with  respect to the common stock for five  business  days prior to the start of
the distribution. In addition, each selling security holder and any other person
participating in a distribution  will be subject to the Securities  Exchange Act
of 1934,  which may limit the timing of  purchases  and sales of common stock by
the selling  security holder or any such other person.  These factors may affect
the  marketability  of the common stock and the ability of brokers or dealers to
engage in market-making activities.


We will bear all costs, expenses and fees in connection with the registration of
the shares. The selling security holders will pay all commissions and discounts,
if any, associated with the sale of the shares.

                                       11




                       WHERE YOU CAN FIND MORE INFORMATION

THIS  PROSPECTUS IS PART OF A  REGISTRATION  STATEMENT ON FORM S-3 WE FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION.  YOU SHOULD RELY ONLY ON THE INFORMATION
CONTAINED  IN  THIS  PROSPECTUS  OR  INCORPORATED  BY  REFERENCE.  WE  HAVE  NOT
AUTHORIZED  ANYONE ELSE TO PROVIDE YOU WITH  DIFFERENT  INFORMATION.  WE ARE NOT
MAKING  AN  OFFER  OF THESE  SECURITIES  IN ANY  STATE  WHERE  THE  OFFER IS NOT
PERMITTED.  YOU SHOULD NOT ASSUME THAT THE  INFORMATION  IN THIS  PROSPECTUS  IS
ACCURATE  AS OF ANY  DATE  OTHER  THAN  THE  DATE  ON THE  FRONT  PAGE  OF  THIS
PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF THIS PROSPECTUS OR ANY SALE OF
COMMON STOCK.

We are subject to the informational  requirements of the Securities Exchange Act
of 1934, as amended, and in accordance therewith, file reports, proxy statements
and other information with the Securities and Exchange Commission. Such reports,
proxy statements and other  information  filed by us may be inspected and copied
at the  Commission's  Public  Reference Room located at 450 Fifth Street,  N.W.,
Washington,  D.C.  20549.  Copies of such material also can be obtained from the
Public  Reference Room of the Commission at 450 Fifth Street,  N.W,  Washington,
D.C. 20549, at prescribed  rates.  Please call the Commission at  1-800-SEC-0330
for more  information  about the operation of the public  reference  rooms.  The
Commission also makes electronic filings publicly available on the Internet. The
Commission's Internet address is  http://www.sec.gov.  The Commission's web site
also contains  reports,  proxy and information  statements and other information
regarding us that has been filed with the Commission. Our common stock is quoted
on the Nasdaq National Market.  Reports,  proxy statements and other information
concerning  us may  be  inspected  at the  National  Association  of  Securities
Dealers, Inc. at 1735 K Street, N.W., Washington, D.C. 20006.

This prospectus constitutes a part of a registration statement on Form S-3 filed
by us with  the  Commission  under  the  Securities  Act of  1933,  as  amended,
including  amendments thereto relating to the common stock offered hereby.  This
prospectus does not contain all of the information set forth in the registration
statement.

The Commission allows us to "incorporate by reference"  information that we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
an important part of this  prospectus,  and information  that we file later with
the  Commission  will  automatically  update  and  supersede  this  information.
Further, all filings we make under the Securities Exchange Act of 1934 after the
date of the initial  registration  statement and prior to  effectiveness  of the
registration statement shall be deemed to be incorporated by reference into this
prospectus.  We  incorporate  by reference  the  documents  listed below and any
future filings we will make with the Commission  under Section 13(a),  13(c), 14
or 15(d) of the Securities Exchange Act of 1934:

     (i)  Our Annual  Report on Form 10-K for the fiscal year ended  October 31,
          2002, including all material incorporated by reference therein;

     (ii) Our  Quarterly  Report on Form 10-Q for the quarter  ended January 31,
          2003;

    (iii) Our  Quarterly  Report on Form 10-Q for the  quarter  ended  April 30,
          2003;

     (iv) Our current Report on Form 8-K, dated August 7, 2003,  announcing our
          acquisition   of   substantially   all  of  the   assets  of   Antares
          Microsystems, Inc;

      (v) Our Current  Report on Form 8-K dated  April 22,  2003,  announcing  a
          change in our independent accountants; and

     (vi) The  description  of the common stock  contained  in our  Registration
          Statement on Form 8-A.

We will provide without charge to each person,  including any beneficial  owner,
to whom this  prospectus  is  delivered,  upon  written or oral  request of such
person,  a copy of any and all of the documents that have been  incorporated  by
reference in this prospectus (not including  exhibits to such documents,  unless
such exhibits are  specifically  incorporated by reference in this prospectus or
into such  documents).  Such request may be directed to: SBE, Inc.,  2305 Camino
Ramon,  Suite 200, San Ramon,  California,  95483,  Attention:  Chief  Financial
Officer, telephone (925) 355-2000.

                                  LEGAL MATTERS


For the purpose of this offering, Cooley Godward LLP, San Francisco, California,
is giving an opinion as to the  validity  of the  common  stock  offered by this
prospectus.

                                       12





                                     EXPERTS


The financial  statements  incorporated  in this  prospectus by reference to the
Annual  Report on Form 10-K for the year  ended  October  31,  2002 have been so
incorporated in reliance on the report (which contains an explanatory  paragraph
relating  to the  ability  of SBE,  Inc.  to  continue  as a going  concern,  as
described in Note 1 to the financial statements) of PricewaterhouseCoopers  LLP,
independent  accountants,  given on the  authority  of said firm as  experts  in
auditing and accounting.


                                       13





                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 16.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)      Exhibits

    EXHIBIT NUMBER  DESCRIPTION OF DOCUMENT




EXHIBIT
NUMBER        DESCRIPTION OF DOCUMENT

     23.1     Consent of PricewaterhouseCoopers LLP, Independent Accountants



                                      II-1



                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for filing on Form S-3 and has duly caused this amendment no. 1 to
the  registration  statement  to be  signed on its  behalf  by the  undersigned,
thereunto duly authorized, in the City of San Ramon, State of California, on the
19th day of August, 2003.


                    SBE, INC.


                       By:           /S/  DAVID W. BRUNTON
                          --------------------------------------------------
                                 David W. Brunton
                                 Chief Financial Officer,
                                 Vice President,
                                 Finance and Secretary






Pursuant to the requirements of the Securities Act of 1933, this amendment no. 1
to the registration  statement has been signed below by the following persons in
the capacities and on the dates indicated.







               NAME                                                   TITLE                               DATE
------------------------------------------         -------------------------------------------      -----------------
                                                                                             


*
-------------------------------------------
Raimon L. Conlisk                                        Chairman of the Board                       August 19, 2003


                                                         President, Chief Executive Officer
/S/ WILLIAM B. HEYE                                      and Director (principal executive
-------------------------------------------
William B. Heye                                          officer)                                    August 19, 2003


                                                         Chief Financial Officer, Vice
                                                         President, Finance and Secretary
/S/ DAVID W. BRUNTON                                     (principal financial and accounting
-------------------------------------------
David W. Brunton                                         officer)                                    August 19, 2003




*
-------------------------------------------
Randall L-W. Caudill                                     Director                                    August 19, 2003



*
-------------------------------------------
Ronald J. Ritchie                                        Director                                    August 19, 2003


* By:    /s/ David W. Brunton
------------------------------------------
         David W. Brunton
         Attorney-in-fact






                                      II-2




                                INDEX OF EXHIBITS



EXHIBIT NUMBER           DESCRIPTION OF DOCUMENT                                                 PAGE NUMBER
                                                                                               
     23.1                Consent of PricewaterhouseCoopers LLP, Independent Accountants




                                      II-3