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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-K/A
 Amendment No. 1
    to Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934.For the year ended
    December 31, 2007o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934.For the transition period
    from          to   Commission file number 1-11471
 BELL INDUSTRIES, INC.
 (Exact Name of Registrant as
    Specified in its Charter)
  California

95-2039211(State or other jurisdiction
    of incorporation or organization)

(I.R.S. Employer
    Identification No.)8888 Keystone Crossing

46240Suite 1700

(Zip Code)Indianapolis, Indiana(Address of principal executive
    offices)   Registrants telephone number, including area code:
 (317) 704-6000
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of each class

Name of each exchange on which registeredNone


N/A   Securities registered pursuant to Section 12(g) of the
    Act:
 Common Stock
    o þ
    o þ
    þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company þ (Do not check if a smaller
    reporting company)
  Rule 12b-2).
  o þ




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##### 





TABLE OF
    CONTENTS
   
 PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


1Item 11.


Executive Compensation


3Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Shareholder Matters


7Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


9Item 14.


Principal Accountant Fees and Services


11PART IVItem 15.


Exhibits and Financial Statement Schedules


12SIGNATURES


13EXHIBIT INDEX


14EXHIBIT 31.1EXHIBIT 31.2




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Explanatory
    Note
  Form 10-K Form 10-K Form 10-K Form 10-K, Form 10-K Form 10-K Form 10-K
  CAUTIONARY
    STATEMENT REGARDING FORWARD-LOOKING STATEMENTS




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PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Information
    Regarding Directors
    Mark E. Schwarz, property-and-casualty
  L. James Lawson,
  Michael R. Parks,
  Clinton J. Coleman
    Information
    Regarding Executive Officers
    Name

Age


Positions with our CompanyClinton J. Coleman


31


Interim Chief Executive OfficerKevin J. Thimjon


41


President and Chief Financial Officer     Kevin J. Thimjon
 1




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##### Table of Contents



Section 16(a)
    Reporting Compliance
    Code of
    Ethics
  Regulation S-K
  
    honest and ethical conduct, including the ethical handling of
    actual or apparent conflicts of interest between personal and
    professional relationships;
    full, fair, accurate, timely and understandable disclosure in
    our SEC reports and other public communications;
    compliance with applicable governmental laws, rules and
    regulations;
    prompt internal reporting of violations of the Code of Ethics to
    appropriate persons identified in the code; and
    accountability for adherence to the Code of Ethics.  Form 8-K. Form 10-K/A.
  Board
    Committees
    Audit Committee.
  
    Mr. Lawson qualifies as an audit committee financial
    expert, as defined by the SEC; and
    all members of the audit committee, other than Mr. Schwarz,
    are (i) independent under AMEX independence
    standards, (ii) meet the criteria for independence as set
    forth in the Securities Exchange Act of 1934, or Exchange Act,
    (iii) has not participated in the preparation of our
    financial statements at any time during the past three years and
    (iv) is financially sophisticated as such term is defined
    in Section 121B of the American Stock Exchange Company
    Guide. Mr. Schwarz is not independent as a result of his
    affiliation with Newcastle. 2




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www.bellind.com
  
    oversee our auditing, accounting and control functions,
    including having primary responsibility for our financial
    reporting process;  Item 11.
    Executive
    Compensation  EXECUTIVE
    COMPENSATION
  Form 10-K/A Form 10-K/A
  Summary
    Compensation Table
    All OtherName and










Option


Compensation


TotalPrinciple Position

Year


Salary ($)


Bonus ($)(5)


Awards ($)(6)


($)


($)Clinton J. Coleman


2007


$
116,346










$
11,000


$
127,346Interim Chief Executive Officer(1)Kevin J. Thimjon


2007



201,923






$
69,479



129



271,531President and Chief
    Financial Officer(2)John A. Fellows


2007



209,135







(21,694
)


43,269



230,710Former President and Chief


2006



375,000


$
112,500



274,794







762,294Executive Officer(3)Mitchell I. Rosen


2007



15,692



25,000







205,052



245,744Former Chief


2006



170,000



35,000



792



16,278



222,070Financial Officer(4)     (1)
    
    Mr. Coleman was appointed Interim Chief Executive Officer
    as of July 13, 2007 and is paid at an annual rate of
    $250,000. Mr. Coleman also received $11,000 in director
    compensation during 2007.(2)
    
    Mr. Thimjon was appointed as our Chief Financial Officer as
    of January 8, 2007 and promoted to President and Chief
    Financial Officer on February 14, 2008.(3)
    
    Effective July 13, 2007, Mr. Fellows resigned as our
    President and Chief Executive Officer and as a member of our
    board of directors.(4)
    
    Effective January 8, 2007, Mr. Rosen ceased to serve
    as Chief Financial Officer of our company. He served as a
    consultant for us until May 31, 2007. Amounts for 2007
    include compensation paid to Mr. Rosen as an employee of
    our Company as well as the fees and bonuses paid to
    Mr. Rosen as a consultant to the Company during 2007.(5)
    
    These amounts represent discretionary bonuses awarded to
    Mr. Fellows and Mr. Rosen based on the achievement of
    various non-financial objectives. 3




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(6)
    
    The methodology and assumptions used in the valuation of stock
    option awards are included in Note 7 to the Companys
    financial statements included in the Annual Report on
    Form 10-K
    dated December 31, 2007.  Narrative
    Disclosure To Summary Compensation Table
  Employment
    Agreements or Arrangements
  Agreement with Clinton J.
    Coleman.
  Agreement with Kevin J. Thimjon.
  Agreement with John
    A. Fellows.
  Agreements with Mitchell I.
    Rosen.
  Material
    Terms of Bonus Awards
       4




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Material
    Terms of Option Awards
    All
    Other Compensation
          Additional
    Compensation Disclosure
  Deferred
    Compensation
       5




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Savings
    and Profit Sharing Plan
    Change
    of Control Arrangements
    Indemnification Agreements
    Outstanding
    Equity Awards at Fiscal Year End Table
    Option AwardsNumber of Securities

Number of SecuritiesUnderlying Unexercised

Underlying Unexercised

Option

OptionName

Options (#) Exercisable

Options (#) Unexercisable

Exercise Price ($)

Expiration DateClinton J. Coleman














Kevin J. Thimjon(1)


20,000



30,000


$
3.83



1/8/1710,000



15,000



4.00



1/8/1710,000



15,000



6.00



1/8/1710,000



15,000



8.00



1/8/17John A. Fellows(2)














Mitchell I. Rosen(2)














  6




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(1)
    
    Each of these option grants were made as non-qualified option
    grants. The grants were not issued under any shareholder
    approved option or equity incentive plan, however, they were
    issued as inducement grants under the applicable rules of AMEX.
    Each of these grants becomes exercisable in increments of an
    additional 20% of the total number of shares underlying such
    options on January 8, 2009, January 8, 2010 and
    January 8, 2011.(2)
    
    As a result of their separation from Bell, all of the
    unexercised option awards held by Messrs. Fellows and Rosen
    terminated in accordance with their terms in 2007. As such,
    neither Mr. Fellows nor Mr. Rosen held any unexercised
    stock options, restricted stock or other equity incentive plan
    awards at the end of fiscal year 2007.  DIRECTOR
    COMPENSATION
    Director Compensation Table
    Fees Earned or


OptionName(1)

Paid in Cash ($)


Awards ($)(2)


Total ($)Mark E. Schwarz

$
24,000






$
24,000L. James Lawson


12,000







12,000Michael R. Parks


12,000







12,000Clinton J. Coleman


11,000







11,000     (1)
    
    John A. Fellows, our former President and Chief Executive
    Officer, is not included in this table, because he was an
    employee of the Company during 2007 and received no compensation
    for his service as a director. The compensation he received as
    an employee of the Company is shown in the Summary Compensation
    Table.(2)
    
    At December 31, 2007, 30,000 stock options were outstanding
    for each of Messrs. Schwarz, Lawson and Parks.  Item 12.  Security
    Ownership of Certain Beneficial Owners and Management and
    Related Shareholder Matters
  SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
   7




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Number of Shares


PercentBeneficial Owner(1)

Beneficially Owned


of ClassDirectors and OfficersKevin J. Thimjon(2)


50,000




*Mark E. Schwarz(3)


3,482,868



30.1
%L. James Lawson(4)


42,800




*Michael R. Parks(5)


40,000




*Clinton J. Coleman







*All Directors and Officers as a Group (5 Persons)(6)


3,615,668



31.0
%5% ShareholdersRoyce & Associates, LLC(7)


763,200



8.8
%Dimensional Fund Advisors Inc.(8)


553,316



6.4
%Berlin Financial, Ltd.(9)


453,850



5.3
%     *
    
    Less than 1%(1)
    
    Each of our other directors and officers may be reached at 8888
    Keystone Crossing, Suite 1700, Indianapolis, Indiana 46240.(2)
    
    Includes 50,000 shares issuable pursuant to currently
    exercisable stock options.(3)
    
    Includes 30,000 shares issuable pursuant to currently
    exercisable stock options. Includes 565,100 shares held by
    Newcastle for which Mr. Schwarz disclaims beneficial
    ownership. Includes 10,000 shares held by Mr. Schwarz
    from the exercise of stock options during 2007. Includes
    2,877,768 shares issuable pursuant to the Newcastle
    Convertible Promissory Note for which Mr. Schwarz disclaims
    beneficial ownership.(4)
    
    Includes 30,000 shares issuable pursuant to currently
    exercisable stock options.(5)
    
    Includes 30,000 shares issuable pursuant to currently
    exercisable stock options.(6)
    
    Includes 2,877,768 shares issuable pursuant to the
    Newcastle Convertible Promissory Note.(7)
    
    Based on Schedule 13G filed on January 22, 2008 by
    Royce & Associates, LLC, whose address is 1414 Avenue
    of the Americas, New York, New York 10019.(8)
    
    Based on Schedule 13G filed on February 6, 2008 by
    Dimensional Fund Advisors Inc., whose address is 1299 Ocean
    Avenue, 11th Floor, Santa Monica, California 90401.(9)
    
    Based on Schedule 13G filed on July 17, 2007 by Berlin
    Financial, Ltd., whose address is 1325 Carnegie Ave. Cleveland,
    Ohio 44115.  Change in
    Control
   8




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Equity
    Compensation Plan Information
    Number of SecuritiesRemaining Available forNumber of Securities





Future Issuanceto be Issued upon


Weighted-Average


Under EquityExercise of


Exercise Price of


Compensation PlansOutstanding Options,


Outstanding Options,


(Excluding SecuritiesWarrants, and Rights


Warrants, and Rights


Reflected in Column (a))Plan Category

(a)


(b)


(c)Equity compensation plans approved by shareholders


295,000


$
3.63



850,000Equity compensation plans not approved by shareholders


798,000
(1)

$
3.78Total


1,093,000


$
3.74



850,000     (1)
    
    Shares issued under equity compensation plans not approved by
    shareholders include (i) 225,000 shares issued under
    the Companys 2001 Stock Option Plan; and
    (ii) 573,000 shares issued during 2006 and 2007,
    pursuant to employment agreements, as inducements for such
    employees to join the Company.  Item 13.
    Certain
    Relationships and Related Transactions and Director
    Independence  CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS
  Review of
    Related Person Transactions
          Related
    Person Transactions
  Regulation S-K Regulation S-K
 9




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Related
    Party Transactions in 2007
    Currently
    Proposed Related Transactions
     10




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Item 14.
    Principal
    Accountant Fees and Services        Regulation S-K
  Regulation S-K) Regulation S-K).
  Audit
    Fees
    Audit





All OtherAudit


Related


Tax


Fees


TotalFirm

Year


Fees ($)


Fees ($)


Fees ($)


($)


($)Crowe Chizek(1)


2007



309,000















309,0002006



















BKD(2)


2007



232,225







5,000







237,2252006



195,875















195,875PwC(3)


2007







180,000











180,0002006



37,200



223,000











260,200Grobstein, Horwath & Company LLP(4)


2007



12,500















12,5002006



12,500















12,500     (1)
    
    For the year ended December 31, 2007, Crowe Chizek billed
    us an aggregate of $309,000 for professional services in
    connection with the audit of our consolidated financial
    statements for the year ended December 31, 2007 11




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(2)
    
    For the year ended December 31, 2007, BKD billed us $79,725
    for professional services in connection with reviews of our
    consolidated interim financial statements included in our
    Quarterly Report on
    Form 10-Q
    for the periods ended March 31, 2007, June 30, 2007
    and September 30, 2007 and $152,500 for their audit of the
    financial statements required in connection with our acquisition
    of our SkyTel business in 2007. For the year ended
    December 31, 2006, BKD billed us an aggregate of $195,875
    for professional services in connection with the audit of our
    consolidated financial statements for the year ended
    December 31, 2006 and reviews of our consolidated interim
    financial statements included in our Quarterly Report on
    Form 10-Q
    for the periods ended June 30, 2006 and September 30,
    2006.(3)
    
    For the year ended December 31, 2007, PwC billed us an
    aggregate of $180,000 for professional services rendered in
    connection with due diligence and advisory services related to
    mergers and acquisitions. For the year ended December 31,
    2006, PwC billed us an aggregate of (i) $37,200 for
    professional services rendered in connection with the review of
    our consolidated interim financial statements included in our
    Quarterly Report on
    Form 10-Q
    for the period ended March 31, 2006 and in connection with
    the reissuance of their report and consent included in our
    Annual Report on
    Form 10-K
    for the year ended December 31, 2006; and
    (ii) $223,000 for professional services rendered in
    connection with due diligence related to mergers and
    acquisitions.(4)
    
    For each of the years ended December 31, 2007 and 2006,
    Grobstein, Horwath & Company LLP billed us an
    aggregate of $12,500 for professional services rendered for
    audit-related services related to our 401(k) plan.  Policy
    for Pre-Approval of Independent Auditor Services
  case-by-case
 PART IV  Item 15.
    Exhibits
    and Financial Statement Schedule  Form 10-K/A.
 12




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SIGNATURES  Form 10-K
  Bell Industries, Inc.
  By:
    /s/  Clinton
    J. Coleman      13




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EXHIBIT INDEX  ExhibitNumber

Description2
.

Agreement and Plan of Merger, dated as of November 26, 1996
    among Registrant, ME Acquisitions, Inc., and Milgray
    Electronics, Inc. is incorporated by reference to
    Exhibit 2.1 of the
    Form 8-K
    dated January 7, 1997. (*)3
.

The Restated Articles of Incorporation and Restated By-laws are
    incorporated by reference to Exhibits 3.1 and 3.2,
    respectively, to Registrants
    Form 8-B
    dated March 22, 1995, as amended. (*)4
.

The Specimen of Registrants Common Stock certificates is
    incorporated by reference to Exhibit 5 to Amendment number
    1 to Registrants
    Form 8-B
    filed January 15, 1980. (*)10a
.

Form of Indemnity Agreement between the Registrant and its
    executive officers and directors is incorporated by reference to
    Exhibit 10.10 to Registrants
    Form 8-B
    dated March 22, 1995, as amended. (*)b
.

1997 Deferred Compensation Plan dated August 27, 1997 is
    incorporated by reference to Exhibit 4.1 to
    Registrants
    Form S-8
    dated August 28, 1997. (*)c
.

Agreement for Wholesale Financing dated as of May 11, 2001
    between the Registrant and Deutsche Financial Services
    Corporation is incorporated by reference to Exhibit 10.1 of
    the Registrants Quarterly Report on
    Form 10-Q
    dated June 30, 2001. (*)d
.

The Bell Industries, Inc. 2001 Stock Option Plan is incorporated
    by reference to Exhibit 99. of the Registrants
    Quarterly Report on
    Form 10-Q
    dated September 30, 2001. (*)e
.

Amended and Restated Agreement for Wholesale Financing dated as
    of July 18, 2002 between the Registrant and IBM Credit
    Corporation is incorporated by reference to Exhibit 10.r of
    the Registrants Annual Report on
    Form 10-K
    dated December 31, 2004. (*)f
.

Amendment to Agreement for Wholesale financing dated as of
    December 12, 2003 between the Registrant and GE Commercial
    Distribution Finance Corporation (formerly known as Deutsche
    Financial Corporation) is incorporated by reference to
    Exhibit 10.v of the Registrants Annual Report on
    Form 10-K
    dated December 31, 2004. (*)g
.

Letter Agreement dated as of May 11, 2004 between the
    Registrant and IBM Credit LLC (formerly IBM Credit Corporation)
    is incorporated by reference to Exhibit 10.w of the
    Registrants Annual Report on
    Form 10-K
    dated December 31, 2004. (*)h
.

The Asset Purchase Agreement between SkyTel Corp. and the
    Registrant is incorporated by reference to Exhibit 10.1 of
    the Registrants Current Report on
    Form 8-K
    dated November 10, 2006. (*)i
.

The Amendment No. 1 to the Asset Purchase Agreement between
    SkyTel Corp. and the Registrant is incorporated by reference to
    Exhibit 10.1 of the Registrants Current Report on
    Form 8-K
    dated November 16, 2006. (*)j
.

The Employment Letter between the Registrant and Kevin Thimjon
    dated as of January 5, 2007 is incorporated by reference to
    Exhibit 10.1 of the Registrants Current Report on
    Form 8-K
    dated January 5, 2007. (*)k
.

Credit Agreement, dated as of January 31, 2007 between the
    Registrant and Wells Fargo Foothill, Inc. is incorporated by
    reference to Exhibit 10.1 of the Registrants Current
    Report on
    Form 8-K
    dated January 31, 2007. (*)l
.

$10,000,000 Amended and Restated Convertible Promissory Note,
    dated March 12, 2007 issued by the Registrant to Newcastle
    Partners, L.P. is incorporated by reference to Exhibit 4.1
    of the Registrants Current Report on
    Form 8-K
    dated March 12, 2007. (*)m
.

Purchase Agreement, dated as of January 31, 2007 between
    the Registrant and Newcastle Partners, L.P. is incorporated by
    reference to Exhibit 4.1 of the Registrants Current
    Report on
    Form 8-K
    dated January 31, 2007. (*)n
.

Security Agreement, dated as of January 31, 2007 between
    the Registrant and Wells Fargo Foothill, Inc. is incorporated by
    reference to Exhibit 10.2 of the Registrants Current
    Report on
    Form 8-K
    dated January 31, 2007. (*)o
.

Security Agreement, dated as of March 12, 2007 between the
    Registrant and Newcastle Partners, L.P. is incorporated by
    reference to Exhibit 10.1 of the Registrants Current
    Report on
    Form 8-K
    dated March 12, 2007. (*) 14




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ExhibitNumber

Descriptionp
.

Registration Rights Agreement, dated as of January 31, 2007
    between the Registrant and Newcastle Partners, L.P. is
    incorporated by reference to Exhibit 4.3 of the
    Registrants Current Report on
    Form 8-K
    dated January 31, 2007. (*)q
.

Stock Purchase Agreement dated June 15, 2007 among Sprint
    Nextel Corporation, each of the stockholders of New York MDS,
    Inc. and the Stockholders Representative is incorporated by
    reference to Exhibit 10.1 of the Registrants Current
    Report on
    Form 8-K
    dated June 15, 2007. (*)r
.

Stock Purchase Agreement dated June 15, 2007 among Sprint
    Nextel Corporation, each of the stockholders of Atlanta MDS Co.,
    Inc. and the Stockholders Representative is incorporated by
    reference to Exhibit 10.2 of the Registrants Current
    Report on
    Form 8-K
    dated June 15, 2007. (*)s
.

Asset Purchase Agreement dated February 14, 2008 between
    the Company and SkyGuard, LLC is incorporated by reference to
    Exhibit 10.1 of the Registrants Current Report on
    Form 8-K
    dated February 20, 2008. (*)t
.

First Amendment to Employment Letter effective February 15,
    2008 between the Company and Kevin Thimjon is incorporated by
    reference to Exhibit 10.2 of the Registrants Current
    Report on
    Form 8-K
    dated February 20, 2008. (*)u
.

Asset Purchase Agreement dated March 30, 2008 between the
    Company and Velocita Wireless, LLC is incorporated by reference
    to Exhibit 10.1 of the Registrants Current Report on
    Form 8-K
    dated April 3, 2008. (*)21
.1

Subsidiaries of the Registrant. (**)23
.1

Consent of Independent Registered Public Accounting
    Firm. (**)23
.2

Consent of Independent Registered Public Accounting
    Firm. (**)31
.1

Certification of Clinton J. Coleman, President and Chief
    Executive Officer of Registrant pursuant to
    Rule 13a-14
    adopted under the Securities Exchange Act of 1934, as amended,
    and Section 302 of the Sarbanes-Oxley Act of 2002.31
.2

Certification of Kevin J. Thimjon, Clinton J. Coleman President
    and Chief Financial Officer of Registrant pursuant to
    Rule 13a-14
    adopted under the Securities Exchange Act of 1934, as amended,
    and Section 302 of the Sarbanes-Oxley Act of 2002.32
.1

Certification of Clinton J. Coleman, President and Chief
    Executive Officer of Registrant furnished pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002. (**)32
.2

Certification of Kevin J. Thimjon, Clinton J. Coleman President
    and Chief Financial Officer of Registrant furnished pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002. (**)     (*)
    
    Incorporated by reference.(**)
    
    Previously filed with Annual Report on
    Form 10-K
    for fiscal year ended December 31, 2007. 15