SecProbe.io

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October 27, 2005

Hugh Fuller
Anne Nguyen
Barbara C. Jacobs
Securities and Exchange Commission
Division of Corporate Finance
Mail Stop 4561
100 F Street, NE
Washington, DC 20549

RE:      SBE, INC.
         REGISTRATION STATEMENT ON FORM S-3
         FILED SEPTEMBER 22, 2005
         FILE NO. 333-128490

         ANNUAL REPORT ON FORM 10-K
         FILED JANUARY 14, 2005
         FILE NO. 0-8419

Ladies and Gentlemen:

Enclosed for filing on behalf of our client, SBE, Inc. ("SBE" or the "Company"),
is Amendment No. 1 to the above-referenced Registration Statement on Form S-3,
File No. 333-57744 (the "Registration Statement"). For your convenience, we have
enclosed a marked Form S-3 to show changes from the initial filing. This filing
has been made in response to the comments received from the Staff of the
Commission by letter dated October 17, 2005. The numbering of the paragraphs
below corresponds to the numbering of the comments, which, for your convenience,
we have inserted into this response letter.

FORM S-3

Selling Security Holders, page 8

1.       COMMENT: Please identify which security holders acquired their shares
         or warrants in each of the three transactions.

         RESPONSE: The Company has revised the disclosure on pages 8-11 of the
         prospectus in accordance with the Staff's comment.

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2.       COMMENT: Confirm that no selling shareholder is a registered
         broker-dealer or an affiliate of a registered broker-dealer. If any
         selling shareholders are a registered broker-dealer, please disclose
         how the broker-dealer obtained the securities (e.g. compensation for
         investment banking services). If any are affiliated with a registered
         broker-dealer, state whether the selling shareholder acquired the
         securities to be resold in the ordinary course of business and had any
         agreements or understandings, directly or indirectly, with any person
         to distribute the securities at the time of purchase.

         RESPONSE: The Company has revised the disclosure on page 9-11 of the
         prospectus in response to the Staff's comment and can confirm that, to
         its knowledge, unless disclosed in the prospectus, the selling
         shareholders are neither registered broker-dealers nor affiliates of a
         registered broker-dealer.

3.       COMMENT: For all selling security holder entities that are not natural
         persons, please identify the natural persons who exercise voting and/or
         dispositive powers over the securities. See Interpretation I.60 of the
         July 1997 manual of publicly available CF telephone interpretations, as
         well as interpretation 4S of the Regulation S-K portion of the March
         1999 supplement to the CF telephone interpretation manual.

         RESPONSE: The Company has revised the disclosure on pages 8-11 of the
         prospectus in response to the Staff's comment.

Plan of Distribution, page 12

4.       COMMENT: We note that the selling shareholders may engage in short
         sales of your common stock. Please confirm that you are aware of
         Corporation Finance Telephone Interpretation A.65.

         RESPONSE: The Company is aware of Corporation Finance Telephone
         Interpretation A.65 and understands that short sales may not be made
         before the Registration Statement becomes effective because the shares
         underlying the short sale are deemed to be sold at the time such sale
         is made.

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FORM 10-K

Item 9A. Controls and Procedures, page 36

5.       COMMENT: Please tell us whether your disclosure controls and procedures
         were effective as of the quarter ended October 31, 2004. Please also
         confirm that, as set forth in the second sentence of Rule 13a-15(e) of
         the Securities Exchange Act of 1934, your disclosure control and
         procedures also were effective in ensuring that information required to
         be disclosed by the issuer in the reports that it files or submits
         under the Act is accumulated and communicated to the issuer's
         management, including its principal executive and principal financial
         officers, or persons performing similar functions, as appropriate to
         allow timely decisions regarding required disclosure. Finally, please
         confirm that you will make similar disclosures in your future filings.

         RESPONSE: Based upon the evaluation carried out under the supervision
         of and with the participation of the Company's management, the
         Company's Chief Executive Officer and Chief Financial Officer concluded
         that the Company's disclosure controls and procedures were effective as
         of the quarter ended October 31, 2004. The Company can confirm that the
         disclosure controls and procedures are designed to ensure that
         information required to be disclosed in the Company's reports that it
         files or submits under the Securities Exchange Act of 1934 is recorded,
         processed, summarized and reported within the required time periods,
         and that such information is accumulated and communicated to the
         Company's management, including the Company's Chief Executive Officer
         and Chief Financial Officer, as appropriate, to allow timely decisions
         regarding required disclosure. The Company will make similar
         disclosures in its future filings.

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Please do not hesitate to contact me at (415) 693-2054 or Chrystal Jensen at
(415) 693-2235 if you have any questions or would like additional information
regarding this response letter or the Registration Statement.

Sincerely,

Cooley Godward LLP

/s/ Jodie M. Bourdet
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