Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
SMITH LAWRENCE R
   2. Issuer Name and Ticker or Trading Symbol
bebe stores, inc. [BEBE] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, GENERAL COUNSEL
(Last)
(First)
(Middle)
400 VALLEY DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
09/29/2009
(Street)

BRISBANE, CA 94005-1208		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option (right to buy) $ 12.73 09/29/2009   D     12,688 09/10/2008(1) 09/10/2017(2) Common Stock 12,688 $ 0 (3) 0 D  
Incentive Stock Option (right to buy) $ 16.87 09/29/2009   D     18,715 11/15/2008(4) 11/15/2014(2) Common Stock 18,715 $ 0 (5) 0 D  
Incentive Stock Option (right to buy) $ 18.29 09/29/2009   D     1,500 09/08/2009(4) 09/08/2015(2) Common Stock 1,500 $ 0 (6) 0 D  
Incentive Stock Option (right to buy) $ 21.3 09/29/2009   D     5,000 09/08/2007(7) 09/08/2016(2) Common Stock 5,000 $ 0 (8) 0 D  
Non-Qualified Stock Option (right to buy) $ 7.64 09/29/2009   A   10,171     (9) 09/29/2016 Common Stock 10,171 $ 0 (5) 10,171 D  
Non-Qualified Stock Option (right to buy) $ 7.64 09/29/2009   A   19,720     (9) 09/29/2016 Common Stock 19,720 $ 0 (10) 29,891 D  
Non-Qualified Stock Option (right to buy) $ 7.64 09/29/2009   A   815     (9) 09/29/2016 Common Stock 815 $ 0 (6) 30,706 D  
Non-Qualified Stock Option (right to buy) $ 7.64 09/29/2009   A   1,902     (9) 09/29/2016 Common Stock 1,902 $ 0 (11) 32,608 D  
Non-Qualified Stock Option (right to buy) $ 7.64 09/29/2009   A   2,427     (9) 09/29/2016 Common Stock 2,427 $ 0 (12) 35,035 D  
Non-Qualified Stock Option (right to buy) $ 7.64 09/29/2009   A   2,427     (9) 09/29/2016 Common Stock 2,427 $ 0 (8) 37,462 D  
Non-Qualified Stock Option (right to buy) $ 7.64 09/29/2009   A   11,130     (13) 09/29/2016 Common Stock 11,130 $ 0 (3) 48,592 D  
Non-Qualified Stock Option (right to buy) $ 7.64 09/29/2009   A   10,800     (13) 09/29/2016 Common Stock 10,800 $ 0 (14) 59,392 D  
Non-Qualified Stock Option (right to buy) $ 12.73 09/29/2009   D     12,312 09/10/2008(1) 09/10/2017(2) Common Stock 12,312 $ 0 (14) 0 D  
Non-Qualified Stock Option (right to buy) $ 16.87 09/29/2009   D     36,285 11/15/2008(4) 11/15/2014(2) Common Stock 36,285 $ 0 (10) 0 D  
Non-Qualified Stock Option (right to buy) $ 18.29 09/29/2009   D     3,500 09/08/2009(4) 09/08/2015(2) Common Stock 3,500 $ 0 (11) 0 D  
Non-Qualified Stock Option (right to buy) $ 21.3 09/29/2009   D     5,000 09/08/2007(7) 09/08/2016(2) Common Stock 5,000 $ 0 (12) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SMITH LAWRENCE R
400 VALLEY DRIVE
BRISBANE, CA 94005-1208		       VP, GENERAL COUNSEL  

Signatures

 LAWRENCE SMITH   10/01/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The canceled options were 40% vested.
(2) The canceled options provided for vesting as follows: The Option becomes exercisable at the rate of 20% on the first anniversary from date of grant, 20% on the second anniversary, and 30% on each of the third and fourth anniversaries from date of grant.
(3) On September 29, 2009, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person September 10, 2007 under the issuer's 1997 Stock Plan. In exchange for the option, the reporting person received 11,130 non-qualified stock options.
(4) The canceled options were 100% vested.
(5) On September 29, 2009, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person November 15, 2004 under the issuer's 1997 Stock Plan. In exchange for the option, the reporting person received 10,171 non-qualified stock options.
(6) On September 29, 2009, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person September 8, 2005 under the issuer's 1997 Stock Plan. In exchange for the option, the reporting person received 815 non-qualified stock options.
(7) The canceled options were 70% vested.
(8) On September 29, 2009, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person September 8, 2006 under the issuer's 1997 Stock Plan. In exchange for the option, the reporting person received 2,427 non-qualified stock options.
(9) Options granted under the issuer's 1997 Stock Plan and have a seven year term. The options are 100% vested one year from option exchange grant date.
(10) On September 29, 2009, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person November 15, 2004 under the issuer's 1997 Stock Plan. In exchange for the option, the reporting person received 19,720 non-qualified stock options.
(11) On September 29, 2009, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person September 8, 2005 under the issuer's 1997 Stock Plan. In exchange for the option, the reporting person received 1,902 non-qualified stock options.
(12) On September 29, 2009, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person September 8, 2006 under the issuer's 1997 Stock Plan. In exchange for the option, the reporting person received 2,427 non-qualified stock options.
(13) Options granted under the issuer's 1997 Stock Plan and have a seven year term. The options vest as follows: The options are 70% vested one year from option exchange grant date and the remaining 30% will vest on September 10, 2011.
(14) On September 29, 2009, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person September 10, 2007 under the issuer's 1997 Stock Plan. In exchange for the option, the reporting person received 10,800 non-qualified stock options.

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