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                                 EXHIBIT 10(L)
 
                             BELL INDUSTRIES, INC.
 
                   NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
 
 1. PURPOSE
 
     The purpose of this Stock Option Plan (the "Plan") is to provide a means of
attracting and maintaining qualified non-employee personnel to serve as
directors of Bell Industries, Inc. (the "Company") through the grant of stock
options to such directors and, at the same time, enable such directors to
qualify as a "disinterested person" under Rule 16b-3 of the Securities Exchange
Act of 1934, as amended. A further purpose of the Plan is to provide that part
of a director's overall compensation is long-term incentive designed to align
such compensation with the shareholders' long term interests as evidenced by
increased share market appreciation. This is accomplished by granting stock
options at fair market values at time of grant.
 
 2. ADMINISTRATION
 
     The Plan shall be administered by the Board of Directors (the "Board") of
the Company. Subject to the express provisions of the Plan, the Board shall have
the authority to construe and interpret the Plan, and to define the terms used
therein, to prescribe, amend or rescind rules and regulations relating to the
administration of the Plan and to make all other determinations necessary or
advisable for the administration of the Plan. The determinations of the Board on
the matters referred to in this Section shall be conclusive.
 
 3. PARTICIPATION
 
     All non-employee directors of the Company are eligible to participate in
the Plan. For purposes of the Plan, Mr. Cost shall be eligible to participate
although he is the Secretary of the Company.
 
 4. STOCK SUBJECT TO THE PLAN
 
     The stock to be offered under this Plan shall be shares of the Company's
authorized but unissued common stock and the aggregate amount of stock to be
delivered upon the exercise of all options granted under this Plan shall not in
the aggregate exceed 150,000, subject to adjustments as set forth in Section 10.
If any option granted hereunder shall expire or terminate for any reason without
having been exercised in full, the unpurchased shares subject thereto shall
again be available for the purposes of this Plan.
 
 5. OPTION PRICE
 
     The option price shall be not less than 100% of the fair market price on
the date the option is granted. The fair market value shall be the closing price
of the Company's common stock on the principal national securities exchange upon
which such stock is then listed, or if not listed on a national securities
exchange, the mean between the bid and asked prices as reported by NASDAQ on the
date such option is granted. The option exercise price shall be paid in full in
cash, or other shares of Company common stock (which may include shares issuable
upon exercise of such option).
 
 6. OPTION PERIOD
 
     Options granted under the Plan shall become exercisable in such manner as
the Board of Directors shall determine. Each option and all rights or
obligations thereunder are to expire on such date as the Board of Directors may
determine or upon termination of association with the Company by the option
holder, but no later than the day which is the fifth anniversary of the date on
which the option was granted.
 
 7. OPTION GRANTS
 
     Upon his or her election or appointment to the Board, each non-employee
director shall receive options to purchase 10,000 shares of the Company's common
stock at an exercise price equal to the fair market value
 
                                       
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thereof on the date immediately following the date of election or appointment,
as the case may be. In addition, non-employee directors continuing to serve as
directors shall receive options to purchase 1,000 shares on the day following
such director's re-election to the Board after each re-election. Non-employee
directors holding office at the time this Plan is adopted by the Board shall be
granted options to purchase 10,000 shares of common stock on the third business
day following the public release of the Company's financial results for the 1995
fiscal year, subject to termination if the shareholders do not approve this
Plan.
 
 8. NON-TRANSFERABILITY OF OPTIONS; LIMITATION OF EXERCISE
 
     An option granted under this Plan shall, by its terms, be non-transferable
by the option holder other than by will or the laws of descent and distribution,
and shall be exercisable during his lifetime only by him. In no event shall any
option be exercisable for at least six months after date of grant except in the
case of death.
 
 9. DEATH OF OPTION HOLDER
 
     If any option holder dies while he is a director, his option shall expire
one year after the date of death (or after such shorter period as may be
provided in the option), and during such period after death such option may, to
the extent that installments, if any, had accrued as of the date of death, be
exercised by the person or persons to whom such option holder's rights under the
option shall have passed by his or her will or by the applicable laws of descent
and distribution.
 
10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
 
     In the event of changes in the outstanding common stock of the Company by
reasons of stock dividends, splits, recapitalization, mergers, consolidations,
combinations, reorganizations or similar events, the number and class of shares
available under the Plan, including the maximum number that may be granted to
any one participant, shall be correspondingly adjusted by the Board. In
addition, the Board shall make appropriate adjustment in the number and kind of
shares as to which outstanding options, or portions thereof then unexercised,
shall be exercisable, to the end that the optionee's proportionate interest
shall be maintained as before the occurrence of such events. Such adjustment in
outstanding options shall be made without change in the total price applicable
to the unexercised portion of the option and with a corresponding adjustment in
the option price per share. Any such adjustment made by the Board shall be
conclusive.
 
     In the event of one or more of the following transactions: (i) any
consolidation or merger of the Company, other than a merger of the Company in
which the holders of the Company's common stock immediately prior to the merger
have at least seventy-five percent (75%) ownership of the voting capital stock
of the surviving corporation immediately after the merger, (ii) any sale, lease,
exchange or other transfer (in one transaction or a series of related
transactions) of all or substantially all, of the assets of the Company, (iii)
the shareholders of the Company approve any plan or proposal for the liquidation
or dissolution of the Company, or (iv) any person shall become the beneficial
owner of thirty percent (30%) or more of the Company's outstanding common stock,
each outstanding option will become immediately exercisable for up to the full
number of shares covered by the option.
 
11. AMENDMENT AND TERMINATION
 
     The Board may at any time suspend, amend or terminate this Plan and may
with the consent of an option holder, make such modifications of the terms and
conditions of his or her outstanding option as it shall deem advisable;
provided, however, no modification may be made to the method and timing of the
option grant set forth in Section 7; and provided further that, except as
permitted under the provisions of Section 10, no amendment or modification may
be adopted without further approval of the holders of a majority of the
Company's outstanding common stock voting on the matter (provided the holders of
at least a majority vote on the matter) which would (a) change eligibility or
increase the maximum number of shares as to which options may be granted under
the Plan; (b) change the minimum option price; provided, however, that the Board
may cancel and regrant at a lower price any of the options granted hereunder; or
(c) increase the maximum term of options granted hereunder.
 
                                       
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     No amendment, suspension or termination of the Plan shall, without the
consent of the option holder, alter or impair any rights under any option
theretofore granted under the Plan. Notwithstanding anything to the contrary set
forth herein, the Plan may not be amended or modified more than once in any six
month period.
 
     No person entitled to exercise any option granted under this Plan shall
have any of the rights or privileges of a shareholder of the Company with
respect to any shares issuable upon exercise of such option until such person
has exercised such option. No adjustment shall be made for dividends or
distributions in respect of such shares if the record date is prior to the date
on which such person becomes the holder of record, except as provided in Section
10.
 
     Upon the exercise of an option, unless there is in effect at that time a
registration statement under the Securities Act of 1933 permitting the resale of
such shares to the public by the option holder, all share certificates
representing the shares issued upon exercise shall contain an appropriate legend
to the effect that the sale of such shares is restricted.
 
13. EFFECTIVE DATE OF THE PLAN
 
     This Plan shall become effective upon the approval thereof by the holders
of at least a majority of the outstanding shares of common stock present, or
represented and entitled to vote at a meeting duly held in accordance with the
laws of the State of California.
 
14. TERMINATION
 
     Unless previously terminated by the Board, this Plan shall terminate on
January 30, 2006, and no options shall be granted under it thereafter.