As filed with the Securities and Exchange Commission on August 17, 1999
                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                                 BE INCORPORATED
             (Exact name of registrant as specified in its charter)

              Delaware                                 94-3123667
      (State of Incorporation)             (I.R.S. Employer Identification No.)
                               800 El Camino Real
                                    Suite 400
                              Menlo Park, CA 94025
                                 (650) 462-4100
                    (Address of principal executive offices)

                             1992 Stock Option Plan
                           1999 Equity Incentive Plan
                 1999 Non-Employee Directors' Stock Option Plan
                          Employee Stock Purchase Plan
                                -----------------
                              (Full title of plans)

                              Jean-Louis F. Gassee
                             Chief Executive Officer
                                 Be Incorporated
                               800 El Camino Real
                                    Suite 400
                              Menlo Park, CA 94025
                                 (650) 462-4100
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


                                   Copies to:

                             Andrei M. Manoliu, Esq.
                               Cooley Godward llp
                              Five Palo Alto Square
                               3000 El Camino Real
                            Palo Alto, CA 94306-2155
                                 (650) 843-5000

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE



------------------------------------------------------------------------------------------------------------------------------------
Title of Securities to be           Amount to be    Proposed Maximum Offering   Proposed Maximum Aggregate       Amount of
Registered                           Registered       Price Per Share (1)(2)       Offering Price (1)(2)      Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>             <C>                         <C>                           <C>
------------------------------------------------------------------------------------------------------------------------------------
Stock Options and Common Stock
(par value $.001)                   10,801,396       $0.3024 - $6.0000                $51,708,041             $14,375
------------------------------------------------------------------------------------------------------------------------------------
<FN>
----------------
(1)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration  fee pursuant to Rule 457(h) under the  Securities  Act of
         1933, as amended.  The offering price per share and aggregate  offering
         price are based upon the  weighted  average  exercise  price for shares
         subject to outstanding  options granted  pursuant to  registrant's  (i)
         1992 Stock Option Plan;  (ii) 1999 Equity  Incentive  Plan;  (iii) 1999
         Non-Employee  Directors'  Stock Option Plan;  and (iv)  Employee  Stock
         Purchase Plan.

(2)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration  fee pursuant to Rule 457(h) under the  Securities  Act of
         1933, as amended. The offering  price per share and aggregate  offering
         price  are  based  upon  the  average  of the high  and low  prices  of
         registrant's Common  Stock on August 11, 1999 [within 5 days of filing]
         as reported on the Nasdaq National Market.
</FN>
</TABLE>
<PAGE>


The chart below details the calculation of the registration fee:
<TABLE>
<CAPTION>

---------------------------------------- ------------------------------ ------------------------ ---------------------
                                                                          Offering Price Per      Aggregate Offering
              Securities                       Number of Shares                  Share                  Price
---------------------------------------- ------------------------------ ------------------------ ---------------------
<S>                                      <C>                              <C>                     <C>
Shares issuable pursuant to
outstanding options under the 1992
Stock Option Plan, or in the event of
the cancellation  or  termination of
such options, issuable upon exercise
of options available for grant under
the 1999 Equity Incentive Plan.                  1,617,315                    $0.3024 (1)              $489,076
---------------------------------------- ------------------------------ ------------------------ ---------------------
Shares issuable pursuant to the 1992
Stock Option Plan                                        0                        N/A                    N/A
---------------------------------------- ------------------------------ ------------------------ ---------------------
Shares issuable pursuant to
outstanding options under the 1999
Equity Incentive Plan                            3,437,457                    $5.0442 (1)            $17,339,221
---------------------------------------- ------------------------------ ------------------------ ---------------------
Shares issuable pursuant to the 1999
Equity Incentive Plan                            2,746,624                     $6.00(2)              $16,479,744
---------------------------------------- ------------------------------ ------------------------ ---------------------
Shares issuable pursuant to
outstanding options granted under the
1999 Non-Employee Directors' Stock
Option Plan                                        600,000                     $5.00 (1)              $3,000,000
---------------------------------------- ------------------------------ ------------------------ ---------------------
Shares issuable pursuant to the 1999
Non-Employee Directors' Stock Option
Plan                                               900,000                     $6.00 (2)              $5,400,000
---------------------------------------- ------------------------------ ------------------------ ---------------------
Shares issuable pursuant to
outstanding options granted under the
Employee Stock Purchase Plan                             0                            N/A                   N/A
---------------------------------------- ------------------------------ ------------------------ ---------------------
Shares issuable pursuant to the
Employee Stock Purchase Plan                     1,500,000                     $6.00 (2)              $9,000,000
---------------------------------------- ------------------------------ ------------------------ ---------------------
Proposed Maximum Aggregate Offering
Price                                           10,801,396                                           $51,708,041
---------------------------------------- ------------------------------ ------------------------ ---------------------
Registration Fee                                                                                         $14,375
---------------------------------------- ------------------------------ ------------------------ ---------------------
</TABLE>

Approximate  date of  commencement  of proposed  sale to the public:  as soon as
practical after this registration statement becomes effective.

<PAGE>



                                     Part II

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following  documents  filed by the  registrant  with the Securities and
Exchange  Commission  are  incorporated  by  reference  into  this  registration
statement:

(a)  Registrant's  prospectus filed pursuant to Rule 424(b) under the Securities
Act of 1933, as amended (the "Securities Act"),on July 20, 1999 (file No.
333-77855).

(b) The description of the  registrant's  Common Stock which is contained in the
Registration  Statement on Form 8-A filed on June 16, 1999, under the Securities
Exchange Act of 1934, as amended (the "Exchange  Act"),  including any amendment
or report filed for the purpose of updating such description.

     All  reports  and  other  documents  subsequently  filed by the  registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be  deemed  to be  incorporated  by  reference  herein  and to be a part of this
registration  statement  from  the  date  of the  filing  of  such  reports  and
documents.

Item 4.  DESCRIPTION OF SECURITIES

     Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     The  validity of the shares of Common Stock  offered  hereby will be passed
upon for the registrant by Cooley Godward LLP, Palo Alto, California.  As of the
date of this  registration  statement,  certain attorneys of Cooley Godward own,
individually  and/or through an investment  partnership,  an aggregate of 57,500
shares of the registrant's Common Stock.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Under Section 145 of the Delaware  General  Corporation  Law registrant has
broad powers to indemnify its directors and officers  against  liabilities  they
may incur in such capacities,  including liabilities under the Securities Act of
1933,  as  amended.   The  registrant's  Amended  and  Restated  Certificate  of
Incorporation  provides that directors of the registrant  shall not be liable to
the registrant or its  stockholders for monetary damages for breach of fiduciary
duty  as a  director,  to the  fullest  extent  permitted  by  Delaware  General
Corporation Law.  Registrant's  Bylaws require it to indemnify its directors and
officers,  and permit registrant to indemnify its other employees and agents, to
the fullest extent permitted by Delaware law. The Bylaws also require registrant
to advance litigation expenses in the case of stockholder  derivative actions or
other actions,  against an undertaking  by the  indemnified  party to repay such
advances  if it is  ultimately  determined  that  the  indemnified  party is not
entitled to indemnification.

     Registrant has entered into indemnity agreements with each of its directors
and officers which provide  indemnification under certain circumstances for acts
and omissions which may not be covered by any directors' and officers' liability
insurance.  The registrant also maintains an insurance  policy for its directors
and  officers  insuring  against  certain  liabilities  arising  out of  certain
matters, including matters arising under the Securities Act.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

                                      II-1
<PAGE>


Item 8.  EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number
------
<S>               <C>

4.1*              Amended and Restated Certificate of Incorporation of the
                  registrant.

4.2*              Bylaws of the registrant

4.3*              Form of Common Stock Certificate

5.1               Opinion of Cooley Godward LLP

23.1              Consent of PricewaterhouseCoopers LLP, independent accountants

23.2              Consent of Cooley Godward LLP  (Included in Exhibit 5.1)

24.1              Power of Attorney (See signature page)

99.1.1*           1992 Stock Option Plan

99.1.2*           Form of 1992 Stock Option Agreement

99.2.1*           1999 Equity Incentive Plan

99.2.2*           Form of 1999 Stock Option Grant Notice

99.2.3*           Form of 1999 Equity Incentive Plan Stock Option Agreement

99.3.1*           1999 Non-Employee Directors' Stock Option Plan

99.3.2*           Form of Nonstatutory Stock Option

99.4.1*           Employee Stock Purchase Plan

99.4.2*           Form of Employee Stock Purchase Plan Offering
<FN>
----------
* Incorporated by reference from the registrant's  Registration Statement
on Form S-1, as amended (file No. 333-77855),  filed with the Securities and
Exchange Commission.
</FN>
</TABLE>
                                      II-2

<PAGE>

Item 9.  UNDERTAKINGS

1.       The undersigned registrant hereby undertakes:

(a) To file,  during  any  period in which  offers or sales  are being  made,  a
post-effective amendment to this registration statement:

(i)To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) To  reflect  in the  prospectus  any  facts or  events  arising  after  the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement, and

(iii)  To  include  any  material  information  with  respect  to  the  plan  of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement;

         Provided,  however,  that paragraphs (a)(i) and (a)(ii) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs  is contained  in periodic  reports  filed by the issuer  pursuant to
section  13 or  section  15(d) of the  Exchange  Act that  are  incorporated  by
reference herein.

(b) That, for the purpose of determining any liability under the Securities Act,
each such  post-effective  amendment  shall be  deemed to be a new  registration
statement  relating to the securities  offered herein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

(c) To remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

2.   The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
     determining  any  liability  under the  Securities  Act, each filing of the
     registrant's  annual  report  pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act (and, where applicable, each filing of an employee benefit
     plan's annual report pursuant to section 15(d) of the Exchange Act) that is
     incorporated by reference in the registration  statement shall be deemed to
     be a new registration  statement relating to the securities offered herein,
     and the offering of such  securities at that time shall be deemed to be the
     initial bona fide offering thereof.

3.   Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to  directors,  officers  and  controlling  persons of the
     registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
     registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Securities Act and is,  therefore,  unenforceable.  In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the  registrant of expenses  incurred or paid by a director,
     officer or controlling  person of the registrant in the successful  defense
     of any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered,  the
     registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as expressed in the  Securities  Act and will be governed by
     the final adjudication of such issue.

                                      II-3

<PAGE>

                                   SIGNATURES
                                   ----------

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Menlo Park, State of California, on August 17, 1999.

                                 Be Incorporated

                                 By:/s/ JEAN-LOUIS F. GASSEE
                                 Jean-Louis F. Gassee
                                 President, Chief Executive Officer and Director


                                POWER OF ATTORNEY
                                -----------------

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below constitutes and appoints  Jean-Louis F. Gassee and Wesley S. Saia,
and each of them, his true and lawful  attorney-in-fact,  each with the power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  registration  statement,  and to file the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing requisite and necessary to be done in connection  therewith,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, or their or his substitutes or substitute,  may lawfully do or cause to be
done by virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>

Signature                                                 Title                                         Date
<S>                                                       <C>                                           <C>
/s/ JEAN-LOUIS F. GASSEE                                  President, Chief Executive Officer and        August 17, 1999
Jean-Louis F. Gassee                                      Director (Principal Executive Officer)

/s/ WESLEY S. SAIA                                        Vice President and Chief Financial            August 17, 1999
Wesley S. Saia                                            Officer (Principal Financial Officer)

/s/ ALBERT LOMBARDO                                       Corporate Controller                          August 17, 1999
Albert Lombardo

/s/ CHRISTIAN E. MARCHANDISE                              Director                                      August 17, 1999
Christian E. Marchandise

/s/ BARRY M. WEINMAN                                      Director                                      August 17, 1999
Barry M. Weinman

/s/ GARRETT P. GRUENER                                    Director                                      August 17, 1999
Garrett P. Gruener

/s/ STEWART ALSOP                                         Director                                      August 17, 1999
Stewart Alsop

</TABLE>

                                      II-4

<PAGE>


                                 EXHIBIT INDEX
                                 -------------
<TABLE>
<CAPTION>

Exhibit
Number                                      Description
------                                      -----------
<S>               <C>

4.1*              Amended and Restated Certificate of Incorporation of the
                  registrant.

4.2*              Bylaws of the registrant

4.3*              Form of Common Stock Certificate

5.1               Opinion of Cooley Godward LLP

23.1              Consent of PricewaterhouseCoopers LLP, independent accountants

23.2              Consent of Cooley Godward LLP.  (Included in Exhibit 5.1)

24.1              Power of Attorney (See signature page)

99.1.1*           1992 Stock Option Plan

99.1.2*           Form of 1992 Stock Option Agreement

99.2.1*           1999 Equity Incentive Plan

99.2.2*           Form of 1999 Stock Option Grant Notice

99.2.3*           Form of 1999 Equity Incentive Plan Stock Option Agreement

99.3.1*           1999 Non-Employee Directors' Stock Option Plan

99.3.2*           Form of Nonstatutory Stock Option

99.4.1*           Employee Stock Purchase Plan

99.4.2*           Form of Employee Stock Purchase Plan Offering
</TABLE>

-------------
* Incorporated by reference from the registrant's  Registration Statement on
Form S-1, as amended (file No. 333-77855),  filed with the Securities and
Exchange Commission.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22168}]
{"company-data": {"conformed-name": "BE INC", "cik": "0000895921", "assigned-sic": "7373", "irs-number": "943123667", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85411", "film-number": "99694788"}, "business-address": {"street1": "800 EL CAMINO RD", "street2": "SUITE 300", "city": "MENLO PARK", "state": "CA", "zip": "94025", "phone": "6504624100"}, "mail-address": {"street1": "800 EL CAMINO REAL", "street2": "SUITE 300", "city": "MENLO PARK", "state": "CA", "zip": "94025"}}
As filed with the Securities and Exchange Commission on August 17, 1999
                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 BE INCORPORATED
             (Exact name of registrant as specified in its charter)

              Delaware                                 94-3123667
      (State of Incorporation)             (I.R.S. Employer Identification No.)
                               800 El Camino Real
                                    Suite 400
                              Menlo Park, CA 94025
                                 (650) 462-4100
                    (Address of principal executive offices)

                             1992 Stock Option Plan
                           1999 Equity Incentive Plan
                 1999 Non-Employee Directors' Stock Option Plan
                          Employee Stock Purchase Plan
                                -----------------
                              (Full title of plans)

                              Jean-Louis F. Gassee
                             Chief Executive Officer
                                 Be Incorporated
                               800 El Camino Real
                                    Suite 400
                              Menlo Park, CA 94025
                                 (650) 462-4100
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:

                             Andrei M. Manoliu, Esq.
                               Cooley Godward llp
                              Five Palo Alto Square
                               3000 El Camino Real
                            Palo Alto, CA 94306-2155
                                 (650) 843-5000
CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------------------------------------------------------------
Title of Securities to be           Amount to be    Proposed Maximum Offering   Proposed Maximum Aggregate       Amount of
Registered                           Registered       Price Per Share (1)(2)       Offering Price (1)(2)      Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Stock Options and Common Stock
(par value $.001)                   10,801,396       $0.3024 - $6.0000                $51,708,041             $14,375
------------------------------------------------------------------------------------------------------------------------------------
----------------
(1)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration  fee pursuant to Rule 457(h) under the  Securities  Act of
         1933, as amended.  The offering price per share and aggregate  offering
         price are based upon the  weighted  average  exercise  price for shares
         subject to outstanding  options granted  pursuant to  registrant's  (i)
         1992 Stock Option Plan;  (ii) 1999 Equity  Incentive  Plan;  (iii) 1999
         Non-Employee  Directors'  Stock Option Plan;  and (iv)  Employee  Stock
         Purchase Plan.

(2)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration  fee pursuant to Rule 457(h) under the  Securities  Act of
         1933, as amended. The offering  price per share and aggregate  offering
         price  are  based  upon  the  average  of the high  and low  prices  of
         registrant's Common  Stock on August 11, 1999 [within 5 days of filing]
         as reported on the Nasdaq National Market.
The chart below details the calculation of the registration fee:
---------------------------------------- ------------------------------ ------------------------ ---------------------
                                                                          Offering Price Per      Aggregate Offering
              Securities                       Number of Shares                  Share                  Price
---------------------------------------- ------------------------------ ------------------------ ---------------------
Shares issuable pursuant to
outstanding options under the 1992
Stock Option Plan, or in the event of
the cancellation  or  termination of
such options, issuable upon exercise
of options available for grant under
the 1999 Equity Incentive Plan.                  1,617,315                    $0.3024 (1)              $489,076
---------------------------------------- ------------------------------ ------------------------ ---------------------
Shares issuable pursuant to the 1992
Stock Option Plan                                        0                        N/A                    N/A
---------------------------------------- ------------------------------ ------------------------ ---------------------
Shares issuable pursuant to
outstanding options under the 1999
Equity Incentive Plan                            3,437,457                    $5.0442 (1)            $17,339,221
---------------------------------------- ------------------------------ ------------------------ ---------------------
Shares issuable pursuant to the 1999
Equity Incentive Plan                            2,746,624                     $6.00(2)              $16,479,744
---------------------------------------- ------------------------------ ------------------------ ---------------------
Shares issuable pursuant to
outstanding options granted under the
1999 Non-Employee Directors' Stock
Option Plan                                        600,000                     $5.00 (1)              $3,000,000
---------------------------------------- ------------------------------ ------------------------ ---------------------
Shares issuable pursuant to the 1999
Non-Employee Directors' Stock Option
Plan                                               900,000                     $6.00 (2)              $5,400,000
---------------------------------------- ------------------------------ ------------------------ ---------------------
Shares issuable pursuant to
outstanding options granted under the
Employee Stock Purchase Plan                             0                            N/A                   N/A
---------------------------------------- ------------------------------ ------------------------ ---------------------
Shares issuable pursuant to the
Employee Stock Purchase Plan                     1,500,000                     $6.00 (2)              $9,000,000
---------------------------------------- ------------------------------ ------------------------ ---------------------
Proposed Maximum Aggregate Offering
Price                                           10,801,396                                           $51,708,041
---------------------------------------- ------------------------------ ------------------------ ---------------------
Registration Fee                                                                                         $14,375
---------------------------------------- ------------------------------ ------------------------ ---------------------
Approximate  date of  commencement  of proposed  sale to the public:  as soon as
practical after this registration statement becomes effective.
Part II

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following  documents  filed by the  registrant  with the Securities and
Exchange  Commission  are  incorporated  by  reference  into  this  registration
statement:

(a)  Registrant's  prospectus filed pursuant to Rule 424(b) under the Securities
Act of 1933, as amended (the "Securities Act"),on July 20, 1999 (file No.
333-77855).

(b) The description of the  registrant's  Common Stock which is contained in the
Registration  Statement on Form 8-A filed on June 16, 1999, under the Securities
Exchange Act of 1934, as amended (the "Exchange  Act"),  including any amendment
or report filed for the purpose of updating such description.

     All  reports  and  other  documents  subsequently  filed by the  registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be  deemed  to be  incorporated  by  reference  herein  and to be a part of this
registration  statement  from  the  date  of the  filing  of  such  reports  and
documents.

Item 4.  DESCRIPTION OF SECURITIES

     Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     The  validity of the shares of Common Stock  offered  hereby will be passed
upon for the registrant by Cooley Godward LLP, Palo Alto, California.  As of the
date of this  registration  statement,  certain attorneys of Cooley Godward own,
individually  and/or through an investment  partnership,  an aggregate of 57,500
shares of the registrant's Common Stock.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Under Section 145 of the Delaware  General  Corporation  Law registrant has
broad powers to indemnify its directors and officers  against  liabilities  they
may incur in such capacities,  including liabilities under the Securities Act of
1933,  as  amended.   The  registrant's  Amended  and  Restated  Certificate  of
Incorporation  provides that directors of the registrant  shall not be liable to
the registrant or its  stockholders for monetary damages for breach of fiduciary
duty  as a  director,  to the  fullest  extent  permitted  by  Delaware  General
Corporation Law.  Registrant's  Bylaws require it to indemnify its directors and
officers,  and permit registrant to indemnify its other employees and agents, to
the fullest extent permitted by Delaware law. The Bylaws also require registrant
to advance litigation expenses in the case of stockholder  derivative actions or
other actions,  against an undertaking  by the  indemnified  party to repay such
advances  if it is  ultimately  determined  that  the  indemnified  party is not
entitled to indemnification.

     Registrant has entered into indemnity agreements with each of its directors
and officers which provide  indemnification under certain circumstances for acts
and omissions which may not be covered by any directors' and officers' liability
insurance.  The registrant also maintains an insurance  policy for its directors
and  officers  insuring  against  certain  liabilities  arising  out of  certain
matters, including matters arising under the Securities Act.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

                                      II-1
Item 8.  EXHIBITS
Exhibit
Number
------
4.1*              Amended and Restated Certificate of Incorporation of the
                  registrant.

4.2*              Bylaws of the registrant

4.3*              Form of Common Stock Certificate

5.1               Opinion of Cooley Godward LLP

23.1              Consent of PricewaterhouseCoopers LLP, independent accountants

23.2              Consent of Cooley Godward LLP  (Included in Exhibit 5.1)

24.1              Power of Attorney (See signature page)

99.1.1*           1992 Stock Option Plan

99.1.2*           Form of 1992 Stock Option Agreement

99.2.1*           1999 Equity Incentive Plan

99.2.2*           Form of 1999 Stock Option Grant Notice

99.2.3*           Form of 1999 Equity Incentive Plan Stock Option Agreement

99.3.1*           1999 Non-Employee Directors' Stock Option Plan

99.3.2*           Form of Nonstatutory Stock Option

99.4.1*           Employee Stock Purchase Plan

99.4.2*           Form of Employee Stock Purchase Plan Offering
----------
* Incorporated by reference from the registrant's  Registration Statement
on Form S-1, as amended (file No. 333-77855),  filed with the Securities and
Exchange Commission.
II-2
Item 9.  UNDERTAKINGS

1.       The undersigned registrant hereby undertakes:

(a) To file,  during  any  period in which  offers or sales  are being  made,  a
post-effective amendment to this registration statement:

(i)To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) To  reflect  in the  prospectus  any  facts or  events  arising  after  the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement, and

(iii)  To  include  any  material  information  with  respect  to  the  plan  of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement;

         Provided,  however,  that paragraphs (a)(i) and (a)(ii) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs  is contained  in periodic  reports  filed by the issuer  pursuant to
section  13 or  section  15(d) of the  Exchange  Act that  are  incorporated  by
reference herein.

(b) That, for the purpose of determining any liability under the Securities Act,
each such  post-effective  amendment  shall be  deemed to be a new  registration
statement  relating to the securities  offered herein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

(c) To remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

2.   The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
     determining  any  liability  under the  Securities  Act, each filing of the
     registrant's  annual  report  pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act (and, where applicable, each filing of an employee benefit
     plan's annual report pursuant to section 15(d) of the Exchange Act) that is
     incorporated by reference in the registration  statement shall be deemed to
     be a new registration  statement relating to the securities offered herein,
     and the offering of such  securities at that time shall be deemed to be the
     initial bona fide offering thereof.

3.   Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to  directors,  officers  and  controlling  persons of the
     registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
     registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Securities Act and is,  therefore,  unenforceable.  In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the  registrant of expenses  incurred or paid by a director,
     officer or controlling  person of the registrant in the successful  defense
     of any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered,  the
     registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as expressed in the  Securities  Act and will be governed by
     the final adjudication of such issue.

                                      II-3
SIGNATURES
                                   ----------

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Menlo Park, State of California, on August 17, 1999.

                                 Be Incorporated

                                 By:/s/ JEAN-LOUIS F. GASSEE
                                 Jean-Louis F. Gassee
                                 President, Chief Executive Officer and Director

                                POWER OF ATTORNEY
                                -----------------

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below constitutes and appoints  Jean-Louis F. Gassee and Wesley S. Saia,
and each of them, his true and lawful  attorney-in-fact,  each with the power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  registration  statement,  and to file the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing requisite and necessary to be done in connection  therewith,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, or their or his substitutes or substitute,  may lawfully do or cause to be
done by virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.
Signature                                                 Title                                         Date
/s/ JEAN-LOUIS F. GASSEE                                  President, Chief Executive Officer and        August 17, 1999
Jean-Louis F. Gassee                                      Director (Principal Executive Officer)

/s/ WESLEY S. SAIA                                        Vice President and Chief Financial            August 17, 1999
Wesley S. Saia                                            Officer (Principal Financial Officer)

/s/ ALBERT LOMBARDO                                       Corporate Controller                          August 17, 1999
Albert Lombardo

/s/ CHRISTIAN E. MARCHANDISE                              Director                                      August 17, 1999
Christian E. Marchandise

/s/ BARRY M. WEINMAN                                      Director                                      August 17, 1999
Barry M. Weinman

/s/ GARRETT P. GRUENER                                    Director                                      August 17, 1999
Garrett P. Gruener

/s/ STEWART ALSOP                                         Director                                      August 17, 1999
Stewart Alsop
II-4
EXHIBIT INDEX
                                 -------------
Exhibit
Number                                      Description
------                                      -----------
4.1*              Amended and Restated Certificate of Incorporation of the
                  registrant.

4.2*              Bylaws of the registrant

4.3*              Form of Common Stock Certificate

5.1               Opinion of Cooley Godward LLP

23.1              Consent of PricewaterhouseCoopers LLP, independent accountants

23.2              Consent of Cooley Godward LLP.  (Included in Exhibit 5.1)

24.1              Power of Attorney (See signature page)

99.1.1*           1992 Stock Option Plan

99.1.2*           Form of 1992 Stock Option Agreement

99.2.1*           1999 Equity Incentive Plan

99.2.2*           Form of 1999 Stock Option Grant Notice

99.2.3*           Form of 1999 Equity Incentive Plan Stock Option Agreement

99.3.1*           1999 Non-Employee Directors' Stock Option Plan

99.3.2*           Form of Nonstatutory Stock Option

99.4.1*           Employee Stock Purchase Plan

99.4.2*           Form of Employee Stock Purchase Plan Offering
-------------
* Incorporated by reference from the registrant's  Registration Statement on
Form S-1, as amended (file No. 333-77855),  filed with the Securities and
Exchange Commission.