content: <PAGE>
   
                        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): June 16, 1998
  
  
                                 BEA SYSTEMS, INC.
  --------------------------------------------------------------------------------
              (Exact Name of Registrant as Specified in its Charter)
  
  
                                     DELAWARE
  --------------------------------------------------------------------------------
                  (State or Other Jurisdiction of Incorporation)
  
  
             000-22369                                  77-0394711
      ------------------------             ----------------------------------- 
      (Commission File Number)             (I.R.S. Employer Identification No.)
             
  
  
      385 Moffet Park Drive, Sunnyvale, CA                   94089-1208
     ---------------------------------------                 ----------
     (Address of Principal Executive Offices)                (Zip Code)
  
  
  
                                  (408) 743-4000
  --------------------------------------------------------------------------------
               (Registrant's Telephone Number, Including Area Code)
  
  
                                  Not Applicable
  --------------------------------------------------------------------------------
           (Former Name or Former Address, if Changed Since Last Report)
  
                                         1
  <PAGE>
   
                        INFORMATION TO BE INCLUDED IN REPORT
  
  
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.
  
       On June 16, 1998, pursuant to an Asset Purchase Agreement, dated as of May
  19, 1998, between the Registrant, as buyer, and NCR Corporation, a Maryland
  corporation ("NCR"), as seller, the Registrant completed the purchase of NCR's
  TOP END enterprise middleware technology and product family ("TOP END"),
  including all developed and in-process computer programs, data compilations and
  other intellectual property of intangible nature for TOP END, for a cash
  purchase price of $92.4 million.  The assets purchased included, among other
  things, source and object code for TOP END, all existing versions of TOP END and
  certain related assets. The equipment and other physical property, comprised
  primarily of computer equipment, acquired by the Registrant was used by NCR in
  supporting TOP END, and the Registrant intends to use it in substantially the
  same manner, provided, however, that the Registrant may transfer some of the
  assets to other locations. The entire purchase price was paid from the
  Registrant's general working capital and was determined through arms-length
  negotiations between the Registrant and NCR, which negotiations took into
  account the revenue generated by TOP END, the value of the acquired intellectual
  property assets and other factors related to the acquired assets. There are no
  material relationships between NCR and the Registrant or any of its affiliates,
  any director or officer of the Registrant, or any associate of any such director
  or officer.
  
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
  (a)  Financial Statements of Businesses Acquired
       -------------------------------------------
  
       Not applicable.
  
  
  (b)  Pro Forma Financial Information
       -------------------------------
  
       Not applicable.
  
  
  (c)  Exhibits
       --------
  
       The Exhibit Index appearing on page 4 is incorporated herein by reference.
  
                                         2
  <PAGE>
   
                                     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:  June 29, 1998
  
                                         3
  <PAGE>
   
                                   EXHIBIT INDEX
  
  
                                                                     
          Exhibit                                                     
           Number                  Description                           
          -------                  -----------                       
            2.1       Asset Purchase Agreement by and between
                      NCR Corporation and BEA Systems, Inc.
   
  
                                         4
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text: 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): June 16, 1998
  
                                 BEA SYSTEMS, INC.
  --------------------------------------------------------------------------------
              (Exact Name of Registrant as Specified in its Charter)
  
                                     DELAWARE
  --------------------------------------------------------------------------------
                  (State or Other Jurisdiction of Incorporation)
  
             000-22369                                  77-0394711
      ------------------------             ----------------------------------- 
      (Commission File Number)             (I.R.S. Employer Identification No.)
             
  
      385 Moffet Park Drive, Sunnyvale, CA                   94089-1208
     ---------------------------------------                 ----------
     (Address of Principal Executive Offices)                (Zip Code)
  
                                  (408) 743-4000
  --------------------------------------------------------------------------------
               (Registrant's Telephone Number, Including Area Code)
  
                                  Not Applicable
  --------------------------------------------------------------------------------
           (Former Name or Former Address, if Changed Since Last Report)
  
                                         1
  INFORMATION TO BE INCLUDED IN REPORT
  
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.
  
       On June 16, 1998, pursuant to an Asset Purchase Agreement, dated as of May
  19, 1998, between the Registrant, as buyer, and NCR Corporation, a Maryland
  corporation ("NCR"), as seller, the Registrant completed the purchase of NCR's
  TOP END enterprise middleware technology and product family ("TOP END"),
  including all developed and in-process computer programs, data compilations and
  other intellectual property of intangible nature for TOP END, for a cash
  purchase price of $92.4 million.  The assets purchased included, among other
  things, source and object code for TOP END, all existing versions of TOP END and
  certain related assets. The equipment and other physical property, comprised
  primarily of computer equipment, acquired by the Registrant was used by NCR in
  supporting TOP END, and the Registrant intends to use it in substantially the
  same manner, provided, however, that the Registrant may transfer some of the
  assets to other locations. The entire purchase price was paid from the
  Registrant's general working capital and was determined through arms-length
  negotiations between the Registrant and NCR, which negotiations took into
  account the revenue generated by TOP END, the value of the acquired intellectual
  property assets and other factors related to the acquired assets. There are no
  material relationships between NCR and the Registrant or any of its affiliates,
  any director or officer of the Registrant, or any associate of any such director
  or officer.
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
  (a)  Financial Statements of Businesses Acquired
       -------------------------------------------
  
       Not applicable.
  
  (b)  Pro Forma Financial Information
       -------------------------------
  
       Not applicable.
  
  (c)  Exhibits
       --------
  
       The Exhibit Index appearing on page 4 is incorporated herein by reference.
  
                                         2
  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:  June 29, 1998
  
                                         3
  EXHIBIT INDEX
  
                                                                     
          Exhibit                                                     
           Number                  Description                           
          -------                  -----------                       
            2.1       Asset Purchase Agreement by and between
                      NCR Corporation and BEA Systems, Inc.
   
  
                                         4