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): February 26, 2001 (February
                                     13, 2001)
  
  
                                 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)                         (Zip Code)
  
  
                                  (408) 570-8000
               ----------------------------------------------------
               (Registrant's Telephone Number, Including Area Code)
  
  
                                  Not Applicable
          --------------------------------------------------------------
           (Former Name or Former Address, if Changed Since Last Report)
  <PAGE>
  
                       INFORMATION TO BE INCLUDED IN REPORT
  
  Item 5.  Other Events.
  
       On February 13, 2001, BEA Systems, Inc. (the "Registrant") consummated a
  synthetic lease transaction (the "Transaction") relating to an undeveloped
  parcel of land located in San Jose, California previously owned by Agilent
  Technologies, Inc. The Registrant is planning to construct office and R&D
  facilities on the parcel of land which is contiguous to the Registrant's current
  headquarters. Pursuant to the Transaction, ABN AMRO LEASING, INC. (the
  "Lessor") acquired the property and upon the completion of the construction of
  office buildings, the Lessor will lease the property to the Registrant.
  Financing for the acquisition was provided to the Lessor by ABN AMRO BANK N.V.
  (the "Bank"). As part of the lease transaction, the Registrant has restricted
  approximately $330 million of its investment securities as collateral for
  specified obligations of the Lessor under the lease. The investment securities
  are restricted as to withdrawal and are managed by a third party subject to
  certain limitations.
  
       The Registrant's lease has an initial term of five years with renewal
  options.  The Registrant, may at its option, purchase the land and buildings
  during or at the end of the term of the lease at approximately the amount
  expended by the Lessor to purchase the land and to construct the buildings or
  may at its option remarket the property prior to the end of the lease.  Rent
  obligations commence upon occupancy, currently estimated to be early to mid-
  fiscal 2003, such date subject to change pursuant to various factors.  The
  Registrant must maintain certain covenants, as defined in the lease.  The total
  value of consideration for this Transaction was determined based upon arms'
  length negotiations between the Registrant, the Lessor, the Bank and Agilent
  Technologies, Inc.
  <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/ William M. Klein
                                        -----------------------------------
                                        William M. Klein
                                        Chief Financial Officer and
                                        Executive Vice President - Administration
                                        (Duly Authorized Officer and
                                        Principal Financial Officer)
  
  
  Dated:  February 26, 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": "1554480"}, "business-address": {"street1": "2315 NORTH FIRST ST", "street2": "SUITE 105", "city": "SAN JOSE", "state": "CA", "zip": "95131", "phone": "4087434000"}, "mail-address": {"street1": "2315 NORTH FIRST ST", "street2": "SUITE 105", "city": "SAN JOSE", "state": "CA", "zip": "95131"}}
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): February 26, 2001 (February
                                     13, 2001)
  
                                 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)                         (Zip Code)
  
                                  (408) 570-8000
               ----------------------------------------------------
               (Registrant's Telephone Number, Including Area Code)
  
                                  Not Applicable
          --------------------------------------------------------------
           (Former Name or Former Address, if Changed Since Last Report)
  INFORMATION TO BE INCLUDED IN REPORT
  
  Item 5.  Other Events.
  
       On February 13, 2001, BEA Systems, Inc. (the "Registrant") consummated a
  synthetic lease transaction (the "Transaction") relating to an undeveloped
  parcel of land located in San Jose, California previously owned by Agilent
  Technologies, Inc. The Registrant is planning to construct office and R&D
  facilities on the parcel of land which is contiguous to the Registrant's current
  headquarters. Pursuant to the Transaction, ABN AMRO LEASING, INC. (the
  "Lessor") acquired the property and upon the completion of the construction of
  office buildings, the Lessor will lease the property to the Registrant.
  Financing for the acquisition was provided to the Lessor by ABN AMRO BANK N.V.
  (the "Bank"). As part of the lease transaction, the Registrant has restricted
  approximately $330 million of its investment securities as collateral for
  specified obligations of the Lessor under the lease. The investment securities
  are restricted as to withdrawal and are managed by a third party subject to
  certain limitations.
  
       The Registrant's lease has an initial term of five years with renewal
  options.  The Registrant, may at its option, purchase the land and buildings
  during or at the end of the term of the lease at approximately the amount
  expended by the Lessor to purchase the land and to construct the buildings or
  may at its option remarket the property prior to the end of the lease.  Rent
  obligations commence upon occupancy, currently estimated to be early to mid-
  fiscal 2003, such date subject to change pursuant to various factors.  The
  Registrant must maintain certain covenants, as defined in the lease.  The total
  value of consideration for this Transaction was determined based upon arms'
  length negotiations between the Registrant, the Lessor, the Bank and Agilent
  Technologies, Inc.
  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/ William M. Klein
                                        -----------------------------------
                                        William M. Klein
                                        Chief Financial Officer and
                                        Executive Vice President - Administration
                                        (Duly Authorized Officer and
                                        Principal Financial Officer)
  
  Dated:  February 26, 2001