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):  October 15, 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)
  
                                       N/A
          (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 WebLogic, Inc. in a transaction accounted for as a pooling of
  interests:
  
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.
  
       On September 30, 1998, pursuant the terms of an Agreement and Plan of
  Reorganization, dated as of September 24, 1998 between and among the
  Registrant, WebLogic, Inc. ("WebLogic") and the Charlotte Acquisition Corp.
  ("Charlotte") (the "Agreement"), the Registrant completed the merger of
  Charlotte, a wholly-owned subsidiary of the Registrant, with and into
  WebLogic. The transaction is being accounted for using the pooling of
  interests method. As consideration for the transaction, 0.612750 share of the
  Registrant's Common Stock will be issued for each outstanding share of
  WebLogic Common Stock, subject to adjustment for cash paid in lieu of
  fractional shares. The Registrant will issue 7,643,120 shares of common stock
  in exchange for the outstanding shares of WebLogic Common Stock, subject to
  withholding of approximately 10 percent of such shares in escrow in accordance
  with certain conditions in the Agreement. Outstanding options for WebLogic
  shares were automatically converted into options for the Registrant's Common
  Stock at the same exchange ratio. The Registrant intends that the WebLogic
  business will continue to be operated in its current manner. Certain of the
  assets of WebLogic were used in the development and support of WebLogic's
  software products, including its Web application server product, and the
  Registrant intends to use such assets in substantially the same manner. The
  amount of consideration paid was determined through arms-length negotiations
  between the Registrant and WebLogic, which negotiations took into account the
  value of the acquired intellectual property and workforce of WebLogic, among
  other factors. There are no material relationships between WebLogic and the
  Registrant or any of its affiliates, any director or officer of the
  Registrant, or any associate of any such director or office
  
  
  
  
  
  
                                   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:  October 15,  1998
  <PAGE>
   
                                BEA SYSTEMS, INC.
             NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS
  
  
                                  EXHIBIT INDEX
  
  Exhibit
  Number                            Description
  
  2.1     Agreement and plan of reorganization dated September 24, 1998 between
            and among the Registrant, WebLogic, Inc. and Charlotte Acquisition
            Corp.
  
  99.1    Press Release dated October 2, 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):  October 15, 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)
  
                                       N/A
          (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 WebLogic, Inc. in a transaction accounted for as a pooling of
  interests:
  
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.
  
       On September 30, 1998, pursuant the terms of an Agreement and Plan of
  Reorganization, dated as of September 24, 1998 between and among the
  Registrant, WebLogic, Inc. ("WebLogic") and the Charlotte Acquisition Corp.
  ("Charlotte") (the "Agreement"), the Registrant completed the merger of
  Charlotte, a wholly-owned subsidiary of the Registrant, with and into
  WebLogic. The transaction is being accounted for using the pooling of
  interests method. As consideration for the transaction, 0.612750 share of the
  Registrant's Common Stock will be issued for each outstanding share of
  WebLogic Common Stock, subject to adjustment for cash paid in lieu of
  fractional shares. The Registrant will issue 7,643,120 shares of common stock
  in exchange for the outstanding shares of WebLogic Common Stock, subject to
  withholding of approximately 10 percent of such shares in escrow in accordance
  with certain conditions in the Agreement. Outstanding options for WebLogic
  shares were automatically converted into options for the Registrant's Common
  Stock at the same exchange ratio. The Registrant intends that the WebLogic
  business will continue to be operated in its current manner. Certain of the
  assets of WebLogic were used in the development and support of WebLogic's
  software products, including its Web application server product, and the
  Registrant intends to use such assets in substantially the same manner. The
  amount of consideration paid was determined through arms-length negotiations
  between the Registrant and WebLogic, which negotiations took into account the
  value of the acquired intellectual property and workforce of WebLogic, among
  other factors. There are no material relationships between WebLogic and the
  Registrant or any of its affiliates, any director or officer of the
  Registrant, or any associate of any such director or office
  
                                   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:  October 15,  1998
  BEA SYSTEMS, INC.
             NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS
  
                                  EXHIBIT INDEX
  
  Exhibit
  Number                            Description
  
  2.1     Agreement and plan of reorganization dated September 24, 1998 between
            and among the Registrant, WebLogic, Inc. and Charlotte Acquisition
            Corp.
  
  99.1    Press Release dated October 2, 1998