W. Bell & Co., the troubled Rockville-based catalogue-showroom retailer, said yesterday it has received a highly conditional takeover proposal from a little-known Hong Kong company that tentatively offered about $9.5 million -- a price that is less than W. Bell's current stock market value.

Bell, which operates 20 stores in the Washington, Baltimore and Chicago areas, also said it expects to announce a "significant" operating loss in the second quarter that ended Aug. 4, typically a down period for the company, which makes most of its profit during the Christmas season.

A victim of waning consumer interest in catalogue-showroom stores, tough competition in the Washington market and a disastrous attempt to expand into Houston a few years ago, W. Bell has lost money three of the past four years. It recorded a $1.1 million loss in its first quarter ended May 5 after losing $4.5 million in fiscal 1989.

Officials at W. Bell, which put itself up for sale in May, said they would consider the possible bid, which is below the company's current stock price and is a fraction of the value the company puts on its total assets. So far, there have been no other bidders for the company, according to Martin Pfeifer, W. Bell's vice president for finance.

"We as a public company have to announce if there is a serious expression of interest or a bid," Pfeifer said. "This is the only one we've had to announce."

The possible offer is from Venture Link Ltd., which W. Bell said was a subsidiary of an unnamed Hong Kong company with diversified interests. Pfeifer said the management of Venture Link has retail experience, but could give no other details about the suitor.

Venture Link's proposal, made through Sharwood and Co., its investment banker, calls for a purchase of W. Bell at a price based on the company's "book value," which Venture Link estimates at $2.25 to $2.75 a share. Given W. Bell's 3.8 million shares outstanding, that would give the offer a value of $8.6 million to $10.45 million. The founding Bell family owns about half of the company's stock.

W. Bell stock, however, closed yesterday at $3.12 1/2 a share, up almost 44 cents. That appeared to indicate that investors expect the company will not be sold unless there is an offer higher than Venture Link's tentative proposal.

Pfeifer said the company and Kidder Peabody would consider the potential offer from Venture Link and make a decision within several weeks. Should the offer be rejected, and no better deal come along, "we don't have to be sold," Pfeifer said.

The Venture Link proposal appears to be far below the value W. Bell has put on itself. The company has estimated that its flagship store in Rockville and the land around it are worth $7.5 million.