content: <PAGE>
   
                                   UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549
  
  
                                      FORM 8-K
  
                                          
                                   CURRENT REPORT
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
  
       Date of Report (Date of earliest event reported):  September 10, 1998
  
  
                                 BEA SYSTEMS, INC.
              (Exact name of registrant as specified in its charter)
  
  
                                     DELAWARE
                  (State or other jurisdiction of incorporation)
  
  
          0-22369                                      77-0394711
   (Commission File Number)                (I.R.S. employer identification No.)
  
  
                              2315 NORTH FIRST STREET
                                SAN JOSE, CA  95131
                     (Address of principal executive offices)
  
  
                                  (408) 570-8000
               (Registrant's telephone number, including area code)
  
  
                              385 MOFFETT PARK DRIVE
                               SUNNYVALE, CA  94089
           (Former name or former address, if changed since last report)
  <PAGE>
   
                        INFORMATION TO BE INCLUDED IN REPORT
                                          
  
    The undersigned Registrant hereby reports the following items related to the
  restatement of the Registrant's financial statements to reflect the acquisition
  of Leader Group, Inc. in a transaction accounted for as a pooling of interests:
  
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.
  
    On April 30, 1998, the Registrant issued 560,704 shares of its common stock
  for all outstanding stock of Leader Group, Inc. (Leader Group), a Denver-based
  private company specializing in consulting solutions for the development,
  deployment and delivery of mission-critical distributed object applications.
  The transaction was valued at approximately $14.5 million and has been accounted
  for using the pooling of interests method.
  
  ITEM 5.  OTHER EVENTS.
  
  (a)  Supplemental consolidated financial statements.
   
       See Exhibit 99.1 for the supplemental consolidated financial statements of
       BEA Systems, Inc.
  
  (b)  Exhibits.
  
  
    The following exhibits are filed herewith:
  
       Exhibit 23.1    Consent of Ernst & Young LLP, Independent Auditors
       Exhibit 99.1    BEA Systems, Inc. Supplemental Consolidated Financial
                       Statements
  
                                     SIGNATURES
  
    Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  
                                BEA SYSTEMS, INC.
                                (the Registrant)
  
  
                                By: /s/ Steve L. Brown
                                    -----------------------------
                                    Steve L. Brown                       
                                    Executive Vice President,            
                                    Chief Financial Officer and Secretary 
  
  Dated:  September 10, 1998
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text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549
  
                                      FORM 8-K
  
                                          
                                   CURRENT REPORT
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
       Date of Report (Date of earliest event reported):  September 10, 1998
  
                                 BEA SYSTEMS, INC.
              (Exact name of registrant as specified in its charter)
  
                                     DELAWARE
                  (State or other jurisdiction of incorporation)
  
          0-22369                                      77-0394711
   (Commission File Number)                (I.R.S. employer identification No.)
  
                              2315 NORTH FIRST STREET
                                SAN JOSE, CA  95131
                     (Address of principal executive offices)
  
                                  (408) 570-8000
               (Registrant's telephone number, including area code)
  
                              385 MOFFETT PARK DRIVE
                               SUNNYVALE, CA  94089
           (Former name or former address, if changed since last report)
  INFORMATION TO BE INCLUDED IN REPORT
                                          
  
    The undersigned Registrant hereby reports the following items related to the
  restatement of the Registrant's financial statements to reflect the acquisition
  of Leader Group, Inc. in a transaction accounted for as a pooling of interests:
  
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.
  
    On April 30, 1998, the Registrant issued 560,704 shares of its common stock
  for all outstanding stock of Leader Group, Inc. (Leader Group), a Denver-based
  private company specializing in consulting solutions for the development,
  deployment and delivery of mission-critical distributed object applications.
  The transaction was valued at approximately $14.5 million and has been accounted
  for using the pooling of interests method.
  
  ITEM 5.  OTHER EVENTS.
  
  (a)  Supplemental consolidated financial statements.
   
       See Exhibit 99.1 for the supplemental consolidated financial statements of
       BEA Systems, Inc.
  
  (b)  Exhibits.
  
    The following exhibits are filed herewith:
  
       Exhibit 23.1    Consent of Ernst & Young LLP, Independent Auditors
       Exhibit 99.1    BEA Systems, Inc. Supplemental Consolidated Financial
                       Statements
  
                                     SIGNATURES
  
    Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                BEA SYSTEMS, INC.
                                (the Registrant)
  
                                By: /s/ Steve L. Brown
                                    -----------------------------
                                    Steve L. Brown                       
                                    Executive Vice President,            
                                    Chief Financial Officer and Secretary 
  
  Dated:  September 10, 1998