As filed with the Securities and Exchange Commission on March 28, 2001
                              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)



                           1999 Equity Incentive Plan
                            (Full title of the plan)


                              Jean-Louis F. Gassee
                       President, 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:
                           Vincent P. Pangrazio, Esq.
                             Frank F. Rahmani, Esq.
                               COOLEY GODWARD LLP
                               3000 El Camino Real
                            Palo Alto, CA 94306-2155
                                 (650) 843-5000



<TABLE>
<CAPTION>


                                                    CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------------------------------------------------------
                                                        Proposed Maximum           Proposed Maximum
   Title of Securities                                      Offering                  Aggregate                 Amount of
   to be Registered       Amount to be Registered      Price per Share (1)         Offering Price (1)        Registration Fee
------------------------------------------------------------------------------------------------------------------------------
 <S>                          <C>                           <C>                    <C>                         <C>
                              2,108,580 shares              $1.50                  $3,162,870                  $790.72
 Stock Options and Common
 Stock (par value $.001)
-------------------------------------------------------------------------------------------------------------------------------
<FN>
----------------
(1)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration  fee  pursuant  to Rule  457(h).  The  price per share and
         aggregate offering price are based upon the average of the high and low
         prices of  Registrant's  Common  Stock on March 23, 2001 as reported on
         the Nasdaq National Market.
</FN>
</TABLE>
<PAGE>



                    INCORPORATION BY REFERENCE OF CONTENTS OF
                REGISTRATION STATEMENT ON FORM S-8 NO. 333-85411


         The contents of Registration  Statement on Form S-8 No. 333-85411 filed
with the Securities and Exchange  Commission on August 17, 1999 are incorporated
by reference herein.


                                    EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number
------
<S>            <C>
3.1*           Amended and Restated Certificate of Incorporation of the
               Registrant
3.2*           Bylaws of the Registrant
4.1*           Form of Common Stock Certificate
5.1            Opinion of Cooley Godward LLP
23.1           Consent of PricewaterhouseCoopers LLP, independent auditors
23.2           Consent of Cooley Godward (contained in Exhibit 5.1 to this
               Registration Statement)
24.1           Power of Attorney (contained on the signature page)
99.1*          1999 Equity Incentive Plan

* 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.
</TABLE>

<PAGE>

                                   SIGNATURES
                                   ----------

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 March 28,
2001.

                                 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 P.C. Berndt, and
each or any one of them, his true and lawful  attorney-in-fact  and agent,  with
full 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 of  1933,  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        March 28, 2001
Jean-Louis F. Gassee                                      Director (Principal Executive Officer)

/s/ P.C. BERNDT                                           Vice President and Chief Financial            March 28, 2001
P.C. Berndt                                               Officer (Principal Financial Officer)

/s/ STEVE SAKOMAN                                         Director and Chief Operating Officer          March 28, 2001
Steve Sakoman

/s/ BARRY M. WEINMAN                                      Director                                      March 28, 2001
Barry M. Weinman

/s/ GARRETT P. GRUENER                                    Director                                      March 28, 2001
Garrett P. Gruener

/s/ STEWART ALSOP                                         Director                                      March 28, 2001
Stewart Alsop

/s/ WILLIAM F. ZUENDT                                     Director                                      March 28, 2001
William F. Zuendt

/s/ ANDREI MANOLIU                                        Director                                      March 28, 2001
Andrei Manoliu

</TABLE>
<PAGE>

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

Exhibit
Number        Description
------        -----------
<S>           <C>
3.1*          Amended and Restated Certificate of Incorporation of the
              Registrant
3.2*          Bylaws of the Registrant
4.1*          Form of Common Stock Certificate
5.1           Opinion of Cooley Godward LLP
23.1          Consent of PricewaterhouseCoopers LLP, independent auditors
23.2          Consent of Cooley Godward (contained in Exhibit 5.1 to this
              Registration Statement)
24.1          Power of Attorney (contained on the signature page)
99.1*         1999 Equity Incentive Plan


</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 8863}]
{"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": "333-57790", "film-number": "1582564"}, "business-address": {"street1": "800 EL CAMINO RD", "street2": "SUITE 300", "city": "MENLO PARK", "state": "CA", "zip": "95117", "phone": "6504624100"}, "mail-address": {"street1": "800 EL CAMINO REAL", "street2": "SUITE 300", "city": "MENLO PARK", "state": "CA", "zip": "95117"}}
As filed with the Securities and Exchange Commission on March 28, 2001
                              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)

                           1999 Equity Incentive Plan
                            (Full title of the plan)

                              Jean-Louis F. Gassee
                       President, 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:
                           Vincent P. Pangrazio, Esq.
                             Frank F. Rahmani, Esq.
                               COOLEY GODWARD LLP
                               3000 El Camino Real
                            Palo Alto, CA 94306-2155
                                 (650) 843-5000
CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------------------------------------------------------
                                                        Proposed Maximum           Proposed Maximum
   Title of Securities                                      Offering                  Aggregate                 Amount of
   to be Registered       Amount to be Registered      Price per Share (1)         Offering Price (1)        Registration Fee
------------------------------------------------------------------------------------------------------------------------------
2,108,580 shares              $1.50                  $3,162,870                  $790.72
 Stock Options and Common
 Stock (par value $.001)
-------------------------------------------------------------------------------------------------------------------------------
----------------
(1)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration  fee  pursuant  to Rule  457(h).  The  price per share and
         aggregate offering price are based upon the average of the high and low
         prices of  Registrant's  Common  Stock on March 23, 2001 as reported on
         the Nasdaq National Market.
INCORPORATION BY REFERENCE OF CONTENTS OF
                REGISTRATION STATEMENT ON FORM S-8 NO. 333-85411

         The contents of Registration  Statement on Form S-8 No. 333-85411 filed
with the Securities and Exchange  Commission on August 17, 1999 are incorporated
by reference herein.

                                    EXHIBITS
Exhibit
Number
------
3.1*           Amended and Restated Certificate of Incorporation of the
               Registrant
3.2*           Bylaws of the Registrant
4.1*           Form of Common Stock Certificate
5.1            Opinion of Cooley Godward LLP
23.1           Consent of PricewaterhouseCoopers LLP, independent auditors
23.2           Consent of Cooley Godward (contained in Exhibit 5.1 to this
               Registration Statement)
24.1           Power of Attorney (contained on the signature page)
99.1*          1999 Equity Incentive Plan

* 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.
SIGNATURES
                                   ----------

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 March 28,
2001.

                                 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 P.C. Berndt, and
each or any one of them, his true and lawful  attorney-in-fact  and agent,  with
full 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 of  1933,  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        March 28, 2001
Jean-Louis F. Gassee                                      Director (Principal Executive Officer)

/s/ P.C. BERNDT                                           Vice President and Chief Financial            March 28, 2001
P.C. Berndt                                               Officer (Principal Financial Officer)

/s/ STEVE SAKOMAN                                         Director and Chief Operating Officer          March 28, 2001
Steve Sakoman

/s/ BARRY M. WEINMAN                                      Director                                      March 28, 2001
Barry M. Weinman

/s/ GARRETT P. GRUENER                                    Director                                      March 28, 2001
Garrett P. Gruener

/s/ STEWART ALSOP                                         Director                                      March 28, 2001
Stewart Alsop

/s/ WILLIAM F. ZUENDT                                     Director                                      March 28, 2001
William F. Zuendt

/s/ ANDREI MANOLIU                                        Director                                      March 28, 2001
Andrei Manoliu
EXHIBIT INDEX
                                 -------------
Exhibit
Number        Description
------        -----------
3.1*          Amended and Restated Certificate of Incorporation of the
              Registrant
3.2*          Bylaws of the Registrant
4.1*          Form of Common Stock Certificate
5.1           Opinion of Cooley Godward LLP
23.1          Consent of PricewaterhouseCoopers LLP, independent auditors
23.2          Consent of Cooley Godward (contained in Exhibit 5.1 to this
              Registration Statement)
24.1          Power of Attorney (contained on the signature page)
99.1*         1999 Equity Incentive Plan