BI Bell Industries,

Item 1.01. Entry into a Material Definitive Agreement.

     On February 14, 2008, Bell Industries, Inc. (the “Company”) entered into an asset purchase agreement (the “Purchase Agreement”) with SkyGuard, LLC, a Delaware limited liability company (“SkyGuard”). Pursuant to the Purchase Agreement, the Company agreed to sell substantially all of the assets of the business related to the SkyGuard and FleetHawk products (the “Assets”) held by the Company. The consideration payable to the Company for the Assets is approximately $7 million in cash. The sale of the Assets pursuant to the Purchase Agreement is subject to certain customary closing conditions.

     The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to such agreements, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) Appointment of President

     Effective February 15, 2008, Kevin J. Thimjon was promoted to President of the Company. Mr. Thimjon will maintain his other position of Chief Financial Officer with the Company.

     Mr. Thimjon, who is 41 years of age has served as the Company’s Chief Financial Officer since January 8, 2007. Previously, Mr. Thimjon served from 2004 as Division Chief Financial Officer, Systems Integration for Stanley Security Solutions, Inc., a division of The Stanley Works, an S&P 500 company. From 2002 until 2004, Mr. Thimjon served in various finance leadership roles for ISR Solutions, Inc., an integrator of sophisticated physical security solutions. Prior to that, from 1995 until 2001, Mr. Thimjon served in various finance leadership roles for U.S. Office Products Company, a multi-national supplier of office products and business services. Mr. Thimjon received his Bachelor of Arts in Accounting from Concordia College in 1988. Mr. Thimjon is a certified public accountant. Mr. Thimjon has no family relationships with any other director or executive officer of the Company. There are no transactions in which Mr. Thimjon has an interest requiring disclosure under Item 404(a) of Regulation S-K.

     The material provisions of the terms of Mr. Thimjon’s employment are presented in the Employment Letter dated January 5, 2007 (the “Employment Letter”), between the Company and Mr. Thimjon, which was filed as an exhibit to the Company’s Current Report on Form 8-K dated January 5, 2007 and incorporated by reference herein. Effective as of February 15, 2008, Mr. Thimjon and the Company entered into an amendment to the Employment Letter (the “Amendment”) to reflect Mr. Thimjon’s promotion to President and to increase Mr. Thimjon’s base annual salary to $275,000. No other terms or provisions of the Employment Letter were amended. A copy of the Amendment is filed herewith as Exhibit 10.2 and incorporated herein by reference.