content: <PAGE>
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549-1004
  
                                      FORM 8-K
                      CURRENT REPORT PURSUANT TO SECTION 13 OF
                         THE SECURITIES EXCHANGE ACT OF 1934
  
  
  
        Date of Report (date of earliest event reported): September 14, 2001
  
  
  
                                  BEA SYSTEMS, INC.
               (Exact name of Registrant as specified in its charter)
  
           Delaware                       0-22369                   77-0394711
  (State or other jurisdiction of   (Commission File No.)       (I.R.S. Employer
   incorporation or organization)                              Identification No.)
  
  
  
                               2315 North First Street
                             San Jose, California 95131
                      (Address of principal executive offices)
  
                                   (408) 570-8000
                (Registrant's telephone number, including area code)
  
  <PAGE>
  
  ITEM 5.  OTHER EVENTS
  
           On September 17, 2001, BEA Systems, Inc. issued a press release
  announcing that the Board of Directors of BEA Systems, Inc. approved the
  adoption of a Preferred Stock Rights Agreement at a meeting held on September
  14, 2001. The press release is attached as Exhibit 99 to this Form 8-K.
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
  
           (c)      Exhibits:
  
                    Exhibit 99        BEA Systems, Inc. Press Release issued
                                      September 17, 2001.
  
  <PAGE>
  
                                      SIGNATURE
  
           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 thereunto duly authorized.
  
                                                     BEA Systems, Inc.
                                                     (Registrant)
  
  Date:  September 19, 2001
                                                     By:   /s/   William M. Klein
                                                         -------------------------
                                                     William M. Klein
                                                     Chief Financial Officer and
                                                     Executive Vice President--
                                                     Administration
                                                     (Duly Authorized Officer and
                                                     Principal Financial Officer)
  
  <PAGE>
  
                                    EXHIBIT INDEX
  
  Exhibit
  Number
  ------
  
  99       BEA Systems, Inc. Press Release issued September 17, 2001.
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metadata_filer: {"company-data": {"conformed-name": "BEA SYSTEMS INC", "cik": "0001031798", "assigned-sic": "7371", "irs-number": "770394711", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-22369", "film-number": "1740461"}, "business-address": {"street1": "2315 NORTH FIRST STREET", "street2": "-", "city": "SAN JOSE", "state": "CA", "zip": "95131", "phone": "4085708000"}, "mail-address": {"street1": "2315 NORTH FIRST STREET", "street2": "-", "city": "SAN JOSE", "state": "CA", "zip": "95131"}}
text: SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549-1004
  
                                      FORM 8-K
                      CURRENT REPORT PURSUANT TO SECTION 13 OF
                         THE SECURITIES EXCHANGE ACT OF 1934
  
        Date of Report (date of earliest event reported): September 14, 2001
  
                                  BEA SYSTEMS, INC.
               (Exact name of Registrant as specified in its charter)
  
           Delaware                       0-22369                   77-0394711
  (State or other jurisdiction of   (Commission File No.)       (I.R.S. Employer
   incorporation or organization)                              Identification No.)
  
                               2315 North First Street
                             San Jose, California 95131
                      (Address of principal executive offices)
  
                                   (408) 570-8000
                (Registrant's telephone number, including area code)
  ITEM 5.  OTHER EVENTS
  
           On September 17, 2001, BEA Systems, Inc. issued a press release
  announcing that the Board of Directors of BEA Systems, Inc. approved the
  adoption of a Preferred Stock Rights Agreement at a meeting held on September
  14, 2001. The press release is attached as Exhibit 99 to this Form 8-K.
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
  
           (c)      Exhibits:
  
                    Exhibit 99        BEA Systems, Inc. Press Release issued
                                      September 17, 2001.
  SIGNATURE
  
           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 thereunto duly authorized.
  
                                                     BEA Systems, Inc.
                                                     (Registrant)
  
  Date:  September 19, 2001
                                                     By:   /s/   William M. Klein
                                                         -------------------------
                                                     William M. Klein
                                                     Chief Financial Officer and
                                                     Executive Vice President--
                                                     Administration
                                                     (Duly Authorized Officer and
                                                     Principal Financial Officer)
  EXHIBIT INDEX
  
  Exhibit
  Number
  ------
  
  99       BEA Systems, Inc. Press Release issued September 17, 2001.